2019

UNIVERSAL
REGISTRATION
DOCUMENT
 CONTENTS AFR 5
5.1
ACTIVITY REPORT
2019 highlights
223
224
5.2 Business review and results 226
NFS OUR BUSINESS MODEL TO SHAPE A WORLD 5.3 Cash flows and sources of financing 235
OF TRUST 2 5.4 Events after the end of the reporting period 242
Our ID, our manifesto, our values & absolutes 2 5.5 2020 outlook 242
Our businesses 4 5.6 Definition of alternative performance indicators
Our strategy and ambition 8 and reconciliation with IFRS 243
Our value creation model 10 5.7 Significant changes in financial and trading
AFR
conditions 246
Our financial and non-financial performance 12
5.8 Material contracts 246
Our governance 15

NFS 1
1.1
PRESENTATION OF THE GROUP
General overview of the Group
17
18
AFR 6
6.1
FINANCIAL STATEMENTS
Consolidated income statement
247
248
6.2 Consolidated statement of comprehensive
1.2 History 23
income 249
1.3 The TIC industry 25
6.3 Consolidated statement of financial position 250
1.4 Strategy and objectives 29
6.4 Consolidated statement of changes in equity 251
1.5 Presentation of business activities 40
6.5 Consolidated statement of cash flows 252
1.6 Accreditations, approvals and authorizations 61
6.6 Notes to the consolidated financial statements 253
AFR 1.7 Research and development, innovation, patents
6.7 Statutory Auditors’ report on the consolidated
and licenses 63
financial statements 306
1.8 Information and management systems 64
6.8 Bureau Veritas SA statutory financial

2
statements 312
6.9 Notes to the statutory financial statements 316
6.10 Additional information regarding Bureau Veritas
CORPORATE SOCIAL in view of the approval of the 2019 financial
NFS AFR RESPONSIBILITY 65 statements 331
2.1 Sustainability is at the heart of our business 66 6.11 Statutory Auditors’ report on the financial
2.2 Main non-financial risks and opportunities 77 statements 334
2.3 Roadmap for shaping a world of trust 79

7
2.4 Duty of care plan 119
2.5 Information compilation methodology 122
2.6 Indicators and cross-references 124 INFORMATION ON THE COMPANY
2.7 Opinion of the independent third party 131
AND THE CAPITAL 339
7.1 General information 340

3
7.2 Simplified Group organization chart
at December 31, 2019 341
AFR AFR 7.3 Main subsidiaries in 2019 342
CORPORATE GOVERNANCE 135
3.1 Board of Directors 137 7.4 Intra-group agreements 344
3.2 Organization and functioning of the Board 7.5 Industrial franchise, brand royalties
of Directors 158 and expertise licensing agreements and central
services 344
3.3 Group management 168
7.6 Related-party transactions and Statutory
3.4 Statements relating to Corporate Officers 172 Auditors’ special report on related-party
3.5 Other information on governance 174 agreements and commitments 345
3.6 Corporate Officers’ compensation 177 AFR 7.7 Share capital and voting rights 346
3.7 Interests of Corporate Officers and certain AFR 7.8 Ownership structure 350
employees 198 AFR 7.9 Stock market information 352

4
7.10 Articles of incorporation and by-laws 354

8
RISK MANAGEMENT 205
NFS AFR 4.1 Risk factors 206
4.2 Internal control and risk management ADDITIONAL INFORMATION 359
procedures 214 AFR 8.1 Persons responsible 360
4.3 Insurance 220 AFR 8.2 Statutory Auditors 361
4.4 Legal, administrative and arbitration
8.3 Information policy 362
procedures and investigations 221
8.4 Information incorporated by reference 363
8.5 Cross-reference tables 363

The Non-Financial Statement is identified in this table of contents with the sign NFS
Components of the Annual Financial Report are identified in this table of contents with the sign AFR
 2019
UNIVERSAL
REGISTRATION
DOCUMENT
(Previously named Registration Document)

INCLUDING
THE ANNUAL FINANCIAL REPORT
AND THE NON-FINANCIAL
STATEMENT

The French language version of the Universal Registration Document was filed on March 26, 2020
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 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.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 1

 Our ID, our manifesto, our values & absolutes

FOCUSED OUR MANIFESTO

ON OUR CLIENTS, Bureau Veritas is a “Business to Business to Society”
service company, contributing to transforming the
DRIVEN BY SOCIETY world we live in.
Today, we are capitalizing on our extensive expertise in
quality, health and safety, environmental protection and
social responsibility to better serve society’s aspirations.
Driven by society, we acknowledge the challenges of
growing urbanization, anticipating the need for safer,
OUR ID smarter cities. We anticipate the expectations of
an expanding global population, including the need
for secure and reliable agricultural production. We
Our mission is to reduce risk, improve our clients’ understand the impact of climate change, working
performance and help them innovate to meet to ensure people worldwide have access to cleaner
society’s challenges with confidence. energy, while supporting our clients in the efficient
management or conversion of their existing assets.
Bureau Veritas is a world leader in Testing, Inspection
We embrace digitalization, while mitigating the risks it
and Certification. Our mission is at the heart of key
brings and support the development of revolutionary
challenges: quality, health and safety, environmental
materials and technologies.
protection and social responsibility. Through our wide
range of expertise, impartiality and independence, Driven by society, we are working ever more closely
we foster confidence between companies, public with our clients, addressing today’s crucial challenges
authorities and clients. and answering society’s aspirations.

OUR VALUES,
OUR ABSOLUTES

TRUSTED
“WE ARE HERE
TO CREATE TRUST”
RESPONSIBLE
OUR ABSOLUTES “WE LEAVE OUR MARK
RESPONSIBLY”
ETHICS
SAFETY
AMBITIOUS FINANCIAL OPEN
& HUMBLE CONTROL & INCLUSIVE
“WE DEMONSTRATE
“WE BELIEVE IN THE STRENGTH
AMBITION WITH HUMILITY”
OF DIVERSITY”

2 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 A GLOBAL PRESENCE

Americas Europe
Revenue Revenue Asia Pacific
(including USA 11%) (including France 16%)
Revenue
22,700 employees 17,800 employees (including China 17%)
395 locations 530 locations 31,200 employees
515 locations

%
25 % 35 31 %
9%

Africa, Middle East

Revenue
6,700 employees
120 locations

1828
Bureau Veritas founded
€5.1 bn
in revenue
400,000 clients

78,000+
employees
1,500+
offices & laboratories
3,500
agreements & accreditations
in 140 countries

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 3

 OUR 6 BUSINESSES

AGRI-FOOD
MARINE & OFFSHORE & COMMODITIES INDUSTRY

● Vessels in service and under ● Oil and petrochemicals, metals ● Oil and gas, electricity,
construction, offshore platforms and minerals, coal, agricultural transportation (including
and facilities, maritime equipment. and food products, imported automotive), manufacturing
● Our role: Ensure safety at sea goods. and processing industries.
through ship and offshore platform ● Our role: Improve transparency, ● Our role: Ensure the safety,
classification services. Provide inspect the composition, quality security, reliability and integrity
technical expertise to assess and quantity of commodities of industrial assets throughout
and manage risks and improve throughout the value chain, from their life cycle, and assess
performance. extraction to sale, and farm to their compliance with national,
● Our market position(1): fork. Facilitate international trade international and voluntary
No. 1 in terms of the number and protect citizens from poor QHSE(2) standards. Control
of ships. quality products by verifying quality and provide supply chain
import conformity. optimization assistance in the
● Our market position(1): No. 3. automotive industry.
● Our market position(1): market
leader.

14 % 7 %
Marine & Offshore
Consumer Products

Revenue 7 %
by business Certification 23%
Agri-Food &
Commodities

2019

27 %
Buildings &
Infrastructure
22%
Industry

(1) Global market position.

(2) Quality, health and safety, environmental protection and social responsability.

4 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Our businesses are organized by end market and ensure that our teams’
expertise matches the needs of our clients in all sectors through
a cross-business approach. Our client focus is global to reinforce
our standing with large companies, but our service delivery is local.

BUILDINGS & CONSUMER

INFRASTRUCTURE CERTIFICATION PRODUCTS

● Residential and office buildings, ● International QHSE standards ● Textiles, toys, electronic devices,
industrial facilities, public (mainly ISO), industry smart objects, jewelry, cosmetics,
infrastructure and equipment, management systems (food, sports equipment and automotive
in-service equipment in buildings aerospace, automotive, etc.) spare parts.
and environmental analyses. and sustainable development ● Our role: Test and verify
● Our role: Provide assurance that (CSR, climate change). consumer product conformity,
property assets and infrastructure ● Our role: Certify that quality, quality, safety and performance,
in service or under construction health, safety and environmental and improve supply chain
are safe, energy efficient management systems comply efficiency.
and comply with applicable with applicable international, ● Our market position(1): No. 3.
regulations. Ensure business national or industry standards,
continuity and environmental or standards specific to
protection by assessing the large companies, in order to
safety and efficiency of in-service improve risk management and
installations and by analyzing air performance.
and water quality. ● Our market position(1): No. 2.
● Our market position(1): market
leader.

21% 10%
Consumer Products Marine & Offshore

Adjusted
operating profit 19%
Agri-Food
by business(2) & Commodities

8 % 2019
Certification

17%
Industry
25%
Buildings
& Infrastructure

(1) Global market position.

(2) Alternative performance indicator defined and reconciled with IFRS in section 5.6 of this Universal Registration Document.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 5

 6

2
8

4
5 7
3
11
1 12

10

17

16
21

19 20

SHAPING A WORLD OF TRUST

1. Metals and minerals tested 9. Solidity verified
2. Transport safety certified 10. Building code compliance verified
3. Industrial processes verified under BIM
4. Water and air emissions measured 11. Fire safety inspected
5. Industrial and environmental 12. Quality, safety and environmental
risk monitored management systems verified
6. Timber legality and forest 13. Energy performance certified
management certified 14. Food safety tested
7. Imports and exports inspected 15. Elevator and escalator safety inspected
8. Ships classed and certified 16. Fuel quality tested

6 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 25 32
26

24

27

12 13 28 29

15
14
30

31

18
23
22

17. Toy reliability tested 24. Smartship cybersecurity verified

18. Textiles and garments tested 25. Oil tested
19. Disabled access verified 26. Risk and conformity assessed
20. Connected car safety certified 27. Safety and performance verified
21. Electronics supply chain 28. Railway maintenance and safety
and components verified of equipment certified
22. Smartphone conformity 29. Infrastructure monitored
and interoperability tested 30. Agricultural products tested
23. Automotive supply chain 31. Animal welfare certified
and components verified
32. Food traceability monitored

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 7

 OUR STRATEGY

Expand market coverage Become the partner of

through key Growth Initiatives. choice of large international
OUR 5 STRATEGIC
PILLARS
These are designed to help us
further penetrate our traditional
corporations for facilitating and
securing their transactions and
markets through a broader operations, drawing on more
range of services and increase integrated global solutions.
our exposure to sectors related
to consumer spending.

Further deploy an efficient Balance our global footprint Continue to play a leading role
operating model to improve across three geographic areas: in TIC(1) market consolidation.
our own productivity and agility Europe/Middle East/Africa In line with its successful model
through internal initiatives (EMEA), Americas and Asia based on a combination of
and accelerated digitalization Pacific. The Group will continue organic and external growth,
of our processes and services. to expand and consolidate Bureau Veritas will continue
its geographic footprint in to acquire companies in key
emerging markets, especially markets and geographies.
Asia and Africa.

2 PRIORITY
COUNTRIES
Two specific countries will support the Group’s growth:
China and the United States. These are the world’s largest
markets for TIC services, alongside Europe where Bureau Veritas
already enjoys a strong presence.

OUR MAIN NON-FINANCIAL TARGETS THROUGH 2020

Health and Safety: Inclusion: Environment(3):
• Reduce accident • Achieve • Reduce CO2 emissions by
rates by 50% 25% female 10% per full-time equivalent
(TAR, LTR)(2) representation employee
on the Group’s • Increase the use of renewable
executive energies by 10%
management team
• Achieve 75% of Group
activities ISO 14001
certified

(1) TIC: Testing, Inspection and Certification.

(2) TAR : Total Accident Rate;
LTR: Lost Time Rate.
Compared to 2014 consolidated results.
(3) Compared to 2015 consolidated results..

8 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 We built our strategy around five pillars to capitalize on our strengths
and further transform the Group in order to seize opportunities on
fast-growing markets. It is designed to enhance Bureau Veritas’ growth
profile, resilience and profitability.

OUR 4 KEY DRIVERS

Several transformation drivers will support the roll-out of our Growth Initiatives,
as well as our social responsibility strategy: human resources, a global approach
to key account management, our Excellence@BV program and digitalization.

OUR 5 KEY GROWTH

INITIATIVES
Our growth enhancement strategy is built on initiatives in sectors where
Bureau Veritas can leverage its expertise and global footprint. These initiatives
address the major trends impacting the economy and society today, offering the
Group an additional source of growth and helping it achieve its diversification strategy.

1  Buildings
• &
Infrastructure 
2  Opex
• services
(Oil & Gas,
3  Agri-Food
•
Expand in a large
4  Automotive
•
Capitalize on key
5  SmartWorld
•
Leverage our
Leverage leading Power & Utilities, market driven expertise in supply leading position
global position Chemicals) by supply chain chain services, and expertise,
in sizeable and Build recurring globalization, electronics and and address new
growing markets. business models be recognized as connectivity needs arising
2020 ambition: in fragmented a reference player. to become from connectivity.
€350 million to markets, offering 2020 ambition: a recognized player. 2020 ambition:
€400 million(1) strong outsourcing €250 million to 2020 ambition: €110 million to
opportunities. €300 million(1) €130 million to €150 million(1)
2020 ambition: €150 million(1)
€300 million to
€350 million(1)

2016-2020 AMBITION
Achieving the final year of the 2016-2020 ambition(2) is no longer relevant in the context of the Covid-19
crisis.

The Group’s strong fundamentals remain unchanged and clearly demonstrate the soundness of the ongoing
strategy. Bureau Veritas will announce its next strategic plan in September 2020, anchored in the current
trajectory which is proving to be very successful.

(1) Incremental revenue in 2020 versus 2015.

(2) As a reminder, 2016-2020 financial ambition was as follows: Add €1.5 billion of incremental revenue by 2020 compared to 2015, based on the 2015 plan’s initial
exchange rates as presented at the October 2015 Investor Days, half organic and half through external growth; Reach 5% to 7% of organic growth by 2020; Achieve
above 17% adjusted operating margin in 2020 at the 2015 plan’s initial exchange rates as presented at the October 2015 Investor Days; Generate continuous high
free cash flow.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 9

 OUR VALUE
OUR RESOURCES
OUR PURPOSE
y Since it was founded
in 1828, the Bureau
Veritas brand has been
synonymous with
integrity, and represents
an invaluable asset in a
ECONOMIC CAPITAL trust-based industry.
y A long-standing majority shareholder
and a widely-held free float Our VISION 
MEGATRENDS y A robust, balanced financial model y A “Business to Business
underpinned by a long-term vision to Society” service
company which aims to
y €1,322 million in equity
build a relationship of
trust between businesses,
public authorities and
clients.
Our approach HUMAN CAPITAL
y Over 78,000 employees
to social and y Qualified, highly-trained personnel in a OUR SERVICES
environmental supportive environment
y An inclusive culture: 20% of executive-level
challenges managers are women; more than 66% Verification of conformity
of employees are Generation Y with regulations
y An entrepreneurial culture or self-imposed standards
GROWTH IN THE GLOBAL ECONOMY (assets, products, systems)
y A global network of subcontractors
AND INTERNATIONAL TRADE,
DEMOGRAPHIC GROWTH AND
EMERGENCE OF MIDDLE CLASSES:
y Growing demand for safety, security, INDUSTRIAL CAPITAL
quality, and standards Certification
y A network spanning almost 140 countries
y Increasing investment in infrastructure
y More than 1,500 offices and laboratories
USE OF MORE COMPLEX
TECHNOLOGIES (IOT, AI, ETC.) AND
SHORTER PRODUCT LIFE CYCLES:
INTELLECTUAL CAPITAL
y Increase in and subcontracting of testing
y A strong brand with a 190-year track record
y Greater oversight of the supply chain
and the number of subcontractors to be y 3,500 accreditations, approvals and
managed authorizations Reference frameworks: international
y Numerous alliances and partnerships with standards (e.g., ISO), regulations,
self-imposed standards prepared with
PROTECTION OF GLOBAL BRANDS leading players clients.
INCREASINGLY DIFFICULT: y Group-wide digital transformation
y Importance of being recognized as Technical assistance
a responsible corporate citizen going and regulatory support services
beyond regulatory requirements (assets, products, systems)
y Proactive worldwide management of CSR SOCIETAL AND
and QHSE issues ENVIRONMENTAL CAPITAL
y Structured growth based on sustainable
SPECIALIST PLAYERS MANDATED BY practices
PUBLIC AUTHORITIES TO CONDUCT y An idea of shared value creation at the Performance
INSPECTIONS: heart of the growth strategy improvement
y Greater responsiveness to adapt to y “Lean” management to develop a culture
market imperatives of ongoing performance improvement
y Significant reduction in public spending and a reduced carbon footprint
y Specific services to help businesses
improve their CSR commitments

(1) Cumulative annualized revenue.

(2) Proposed dividend, subject to Shareholders’ Meeting approval.

10 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

CREATION MODEL
OUR ACHIEVEMENTS VALUE CREATED
AND RESULTS FOR OUR CLIENTS
Our MISSION 
y To reduce our clients' risks, y Improving risk management
improve their performance y Managing QHSE risks
and help them innovate y Managing reputation risks
to meet the challenges
of quality, health, safety, y Facilitating trade
ECONOMIC CAPITAL
environmental protection y Compliance with national and international
y 4.3% organic growth
and social responsibility. standards and regulations
y €46 million in acquisitions (1)
y Verification of quantity and quality
y €0.56 dividend per share(2) of goods traded
y Enhancing performance
y Operating, business, social and
environmental performance
HUMAN CAPITAL
y Improving product and service quality
y Bureau Veritas ranked as a diversity leader
y Verifying implementation of commitments
by the Financial Times
(sustainability, emissions reduction, etc.)
y 19 training hours given per employee
y 14,954 hires under permanent (or similar)
contracts
y Total accident rate down 51% since 2014
y 100% of employees trained in ethical issues
under the Compliance Program
Inspection SHARING
THE VALUE CREATED
INDUSTRIAL CAPITAL WITH OUR STAKEHOLDERS
y New sites opened, especially
laboratories in the Asia Pacific region
and the Americas

€5.1 bn
CONFORMITY

in 2019
INTELLECTUAL CAPITAL revenue
y Significant capacity for innovation with the
launch of new services and global solutions

Laboratory
y Global deployment of digital solutions
(3D, IoT, robotics, IA, e-commerce) €1.4 bn due to suppliers (purchases
testing y Worldwide partnerships with leading of goods and services) and
technology players subcontractors (engagements)

Inspections,
SOCIETAL AND ENVIRONMENTAL
CAPITAL
€2.1 bn in wages, salaries
and bonuses due
audits y Contributing to a safer, more trusting world to employees

y 76% of activities ISO 14001 certified

€257 m
y Signatory of Act4Nature commitments
to protecting biodoversity
in taxes
y Ecovadis “Gold” rating for environmental
practices
SOLUTIONS y DJSI score of 75/100, compared with the

€262 m
industry average of 38/100
y “B” rating from the CDP, above the industry due to
average (B-) shareholders
(dividends)
y €434 million in payroll charges
y Consolidated adjusted effective tax rate
of 33.1% Acquisition-related
Compliance, expenses

€99 m
training
in acquisitions to drive
our organic growth going
forward

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 11

 OUR FINANCIAL AND NON-FI

OUR FINANCIAL KEY FIGURES

(as of December 31)

CHANGE IN CONSOLIDATED REVENUE, CHANGE IN OPERATING PROFIT, ADJUSTED

TOTAL GROWTH AND ORGANIC GROWTH OPERATING PROFIT AND ADJUSTED OPERATING
MARGIN
In millions of euros and as a percentage
In millions of euros and as a percentage

11.1%
6.3% 16.7%
3.1% 4.0%
(0.6)% 4.3% 16.2%
2.2% 2.3% 16.3%
1.9% 15.9%
15.8%
(1.8)%
5,100 832
4,796
4,635 4,549 4,689 775 758
735 746
721
637
610 606
577

2015 2016 2017 2018 2019 2015 2016 2017 2018 2019

Revenue Total growth Operating profit Adjusted operating profit

Organic growth Adjusted operating margin

ADJUSTED OPERATING MARGIN BY BUSINESS IN 2019

As a percentage

Group 16.3%

Marine & Offshore 22.1%

Agri-Food & Commodities 13.8%

Industry 12.7%

Buildings & Infrastructure 15.2%

Certification 17.4%

Consumer Products 24.6%

12 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

NANCIAL PERFORMANCE
CHANGE IN NET CASH GENERATED FROM CHANGE IN ADJUSTED NET FINANCIAL DEBT(1)
OPERATING ACTIVITIES AND BANK COVENANTS(2)

In millions of euros In millions of euros and multiples

2,094 2,115
820
1,996
80 1,863 1,813
706 685
78 594 123
581 83 2.37 2.34
166 86 124 2.20
98
2.02
146 133 1.87
618
462 478
363 350

2015 2016 2017 2018 2019 2015 2016 2017 2018 2019

Adjusted net financial debt Bank covenant

Net Capex/revenue
3.6% 3.2% 2.8% 2.6% 2.4%

Free cash flow

Net Capex(1) (1) Purchases of property, plant (1) Net financial debt after currency hedging instruments as defined in the bank
and equipment and intangible ratio calculation.
Interest paid
assets, net of disposals. (2) Ratio of adjusted net financial debt divided by consolidated EBITDA (earnings
before interest, tax, depreciation, amortization and provisions), adjusted for
any entities acquired over the last 12 months. It should be less than 3.25.

CHANGE IN EARNINGS PER SHARE(1), DIVIDEND

PER SHARE AND PAYOUT RATIO SIMPLIFIED OWNERSHIP STRUCTURE

In euros and as a percentage

59% 59% 58%

53% 55% 1.0%

1.02
0.96 0.95 0.96
0.94
0.83
0.76
35.6%
0.73 0.71

0.58 0.51 0.56 0.56 0.56(2)

0.51

62.6%
0.8%

2015 2016 2017 2018 2019

Wendel group Executive Committee and employees

Earnings per share Adjusted earnings per share Free float Treasury shares

Dividend per share Payout ratio

(1) Calculated based on the weighted average number of shares over the year.
(2) To be proposed to the Shareholders' Meeting called to approve the 2019 financial
statements.

Alternative performance indicators are defined and reconciled with IFRS in section 5.6 of this Universal Registration Document.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 13

OUR NON-FINANCIAL KEY FIGURES
(as of December 31)

CHANGE IN THE PROPORTION OF WOMEN

CHANGE IN HEADCOUNT WITHIN THE GROUP

As a percentage

78,395
73,417 75,428
69,042 42% 42%
65,995

31% 30%

23%
21%
20% 20% 20%
17%

13,101 13,330 14,954

11,021 12,362

2015 2016 2017 2018 2019 Board Executive Senior Junior Group
of Directors Committee management management

Total headcount 2018

New hires (permanent contracts or similar) 2019

19
training hours
100%
of employees trained
2nd
Bureau Veritas' ranking
B
rating from the Carbon
per employee in ethical issues under in the Dow Jones Sustainability Disclosure Project (CDP), above
in 2019 the Compliance Program Indices (DJSI) for the Professional the industry average (B-)
Services industry

CHANGE IN SAFETY INDICATORS CHANGE IN EMISSIONS OF CO2 EQUIVALENT

In tons
0.67
0.61 66,700
61,689 63,315

0.49
0.41
0.38 39,323
0.30
0.26
0.22 0.21 0.23

2015 2016 2017 2018 2019 Direct emissions Indirect emissions

(Scope 1) (Scope 2)
TAR (Total Accident Rate)
LTR (Lost Time Rate)
2018 The increase in CO2 emissions in 2019 can be attributed
TAR: Number of accidents with and without lost time to the inclusion of two new laboratories within the
2019
x 200,000/Number of hours worked 2019 scope. The two laboratories, which are both heavy
LTR: Number of accidents with lost time consumers of gas, had not been consolidated in 2018
x 200,000/Number of hours worked due to a lack of available data.

For more information, see Chapter 2 – Corporate social responsibility of this Universal Registration Document.

14 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 OUR GOVERNANCE

OUR BOARD OF DIRECTORS(1)

12
Directors 67% of Directors are
1 2 3 44 5 6 independent

95 %
42%
average
attendance rate
7 8 9 10 11 12 of Directors are
women

1. Aldo CARDOSO  4. Stéphanie BESNIER 7. Ieda Gomes YELL 10. Pascal LEBARD 

INDEPENDENT Aged 42(4) – French national INDEPENDENT INDEPENDENT
Chairman of the Board of Directors Managing Director of Wendel Aged 63(4) – British and Brazilian Aged 57(4) – French national
Aged 63(4) – French national national Chairman and Chief Executive
5. Claude EHLINGER
Director of companies Consultant, Researcher Officer of Sequana
Aged 57(4) – Luxembourg national
 
2. André FRANÇOIS-PONCET Senior Advisor of Wendel 8. Siân HERBERT-JONES 11. Philippe LAZARE 
Vice-Chairman of the Board INDEPENDENT INDEPENDENT
6. Ana GIROS CALPE
of Directors Aged 59(4) – British national Aged 63(4) – French national
INDEPENDENT
Aged 60(4) – French national Director of companies Director of companies
Aged 45(4) – Spanish national
Chairman of the Executive Board
Chief Executive Officer for 9. Frédéric SANCHEZ(3) 12. Lucia SINAPI-THOMAS
of Wendel
Latin America and Executive INDEPENDENT INDEPENDENT
3. Jérôme MICHIELS(2) Committee member at Suez Aged 59(4) – French national Aged 55(4) – French national
Aged 45(4) – French national Chairman of Fives SAS Executive Director,
Chief Financial Officer of Wendel Business Platforms of Capgemini

OUR EXECUTIVE
(1)
BOARD COMMITTEES COMMITTEE

Audit & Risk Nomination & Strategy

Committee Compensation Committee Committee
Average attendance rate 100% 97% 97%
Members
Aldo CARDOSO z z z Didier MICHAUD-DANIEL
André FRANÇOIS-PONCET z Chief Executive Officer
Jérôme MICHIELS(2) z
Didier Michaud-Daniel is
Stéphanie BESNIER z assisted by an international
Claude EHLINGER z team of men and women with
Ana GIROS CALPE z broad-based skills and diverse
Ieda GOMES YELL z backgrounds. They all share the desire to
drive forward the Group’s transformation,
Siân HERBERT-JONES z
particularly in the digital domain, and have
Frédéric SANCHEZ(3) a strong client focus.
Pascal LEBARD z z
Philippe LAZARE z
Lucia SINAPI-THOMAS z
Number of members 5 5 4
z Chairman z Member

(1) At the filing date of the 2019 Universal Registration Document.

(2) Director co-opted by the Board of Directors on December 19, 2019 and whose appointment the Shareholders’ Meeting called to approve the financial statements
for the year ended December 31, 2019 will be asked to ratify.
(3) Director appointed at the Shareholders’ Meeting of May 14, 2019.
(4) As of December 31, 2019.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 15

16 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT
 1

NFS PRESENTATION OF THE GROUP

1.1 General overview of the Group 18 1.5 Presentation of business activities 40

1.5.1 Marine & Offshore 40
1.2 History 23 1.5.2 Agri-Food & Commodities 44
1.5.3 Industry 49
1.3 The TIC industry 25 1.5.4 Buildings & Infrastructure 52
1.3.1 A market worth an estimated 1.5.5 Certification 55
€200 billion plus 25
1.5.6 Consumer Products 58
1.3.2 Evolving growth drivers 27
1.3.3 High barriers to entry 27 1.6 Accreditations, approvals
1.3.4 Regional, national or global markets 28 and authorizations 61
Marine & Offshore (M&O) division 61
1.4 Strategy and objectives 29 Commodities, Industry & Facilities (CIF)
1.4.1 Key competitive advantages 29 division 61
1.4.2 Five-pillar strategy 31 Consumer Products (CPS) division 62
1.4.3 Initiatives to accelerate growth 32
AFR 1.7 Research and development, innovation,
1.4.4 Two key markets: the United States
and China 33 patents and licenses 63
1.4.5 Four major factors 34
1.8 Information and management systems 64
1.4.6 Acquisitions: an active and selective
external growth strategy 39
1.4.7 2016-2020 Ambition 39

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

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 17

1 Presentation of the Group
1.1 General overview of the Group

1.1 General overview of the Group

Mission
Bureau Veritas is a global leader in Testing, Inspection and Depending on its clients’ needs and on applicable regulations,
Certification (“TIC”) services. standards or contractual requirements, Bureau Veritas acts (i) as a
“third party”, i.e., an independent body issuing reports and
The Group’s mission is to reduce its clients’ risks, improve their
conformity certificates for products, assets, systems, services or
performance and help them innovate to meet the challenges of
organizations, (ii) as a “second party” on behalf of and upon the
quality, health, safety, environmental protection and social
instructions of its clients to ensure better control of the supply
responsibility. Leveraging its renowned expertise, as well as its
chain, or (iii) as a “first party” on behalf of clients seeking to ensure
impartiality, integrity and independence, Bureau Veritas has
that the products, assets, systems or services they are producing
helped build trust between companies, public authorities and
or selling meet the requisite standards.
consumers for more than 190 years.
The services provided by Bureau Veritas are designed to ensure
that products, assets and management systems conform to
different standards and regulations in terms of quality, health,
safety, environmental protection and social responsibility
(“QHSE”).

BUREAU VERITAS

2 3
ST MANUFACTURER ND BUYER RD INDEPENDENT
OR SELLER OR USER ORGANIZATION
PARTY
PARTY

PARTY

VERIFY COMPLIANCE VERIFY COMPLIANCE CERTIFY

OF PRODUCTS, ASSETS, OF SUPPLIERS CONFORMITY
AND SYSTEMS

According to...

Client Private International Regulations

specifications schemes standards
or protocols or labels (ISO, IEC, UN, etc.)

18 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 1
Presentation of the Group
1.1 General overview of the Group

The services delivered by Bureau Veritas cover six areas of value creation for its clients:

OBTAIN
licenses

PROTECT FACILITATE
brands trade

Added value
of TIC

CONTROL ACCESS
costs global
markets

REDUCE
risks

Obtaining a license to operate Reducing risks

Companies must be able to show that they are compliant with a Managing risk in the areas of quality, health, safety, environment
large number of standards and regulations. Bureau Veritas offers protection and social responsibility improves the efficiency and
them its in-depth knowledge of the standards applicable to their performance of organizations. Bureau Veritas helps its clients to
businesses, and as an independent third party, is able to verify identify and manage these risks, from project design to
their compliance. This allows them to conduct and develop their completion and decommissioning.
businesses in compliance with local and international regulatory
requirements and to obtain and renew the licenses to operate
issued by public authorities.
Keeping costs in check
Thanks to second- and third-party testing, inspection and auditing
Facilitating trade methods, companies can determine the actual condition of their
assets and confidently launch new projects and products knowing
International trade relies among other things on third-party that costs, timing and quality are under control. During the
players who certify that the goods exchanged comply with the operational phase, inspections help optimize maintenance and the
quality and quantities stipulated in the contract between the useful life of industrial equipment.
parties. Bureau Veritas plays a role in the trade process by testing
materials, verifying that goods comply with contractual
specifications and validating quantities. Exchanges of
commodities, for example, are based on certificates issued by Protecting brands
companies such as Bureau Veritas.
The social network boom of recent years has prompted a
fundamental change in how global brands are managed. Brands
may quickly find themselves under fire due to a malfunction of one
Accessing global markets of the links in their supply or distribution chain. Bureau Veritas
allows companies to improve their risk management, using
Capital goods or mass consumer products must comply with analyses conducted by a reputed independent player.
national and supranational standards before being sold on the
market in a given country. These standards constitute technical
trade barriers within the meaning of the WTO. Companies design
and manufacture their products and equipment to meet the
standards of several countries. In doing so, they call on Bureau
Veritas to carry out tests, optimize their test plan and ultimately
reduce the time-to-market.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 19

1 Presentation of the Group
1.1 General overview of the Group

Services
Bureau Veritas offers three main types of services: The Group’s services cover:
● laboratory and on-site testing and analyses are designed to ● assets, such as:
determine the characteristics of a product or material. The aim
● ships, trains and planes,
is to ensure that the products or materials have the required
properties in terms of safety and quality and that they comply ● buildings, infrastructure and networks,
with specifications and applicable standards and regulations;
● power plants, refineries, pipelines and other industrial
● inspection involves on-site verification that a product, asset or installations;
system meets specified criteria. Inspections cover a wide range
of services designed to reduce risk, control quality, verify ● products, such as:
quantity and meet regulatory requirements. They include visual ● consumer products – mass consumer electronics, textiles,
inspections, as well as verification of documents, manufacturing toys, automotive and food products, and connected devices,
supervision and electronic, electrical, mechanical and software
testing; ● industrial equipment – pressure equipment, machines,
electrical equipment,
● certification attests to compliance with specific requirements
and is delivered by an accredited body. It provides a guarantee ● commodities – oil, petrochemical products, minerals, metals
from an independent third party that a product, service or and other commodities;
management system meets specific standards. Certification ● systems, such as:
enables companies to strengthen their reputation, access new
markets or simply carry out their activities. Bureau Veritas ● conventional QHSE management systems (ISO 9001,
offers certification services for management systems, products ISO 14001, OHSAS 18001, ISO 45001, etc.),
and people. ● sector-specific QHSE management systems (automotive,
aeronautics, food, etc.),
● supply chain management including audits of suppliers.

Clients
Bureau Veritas has a broad-based portfolio of more than 400,000 At December 31, 2019, the ten biggest clients in terms of revenue
clients. The Group operates in a wide range of industries, including generated during the year represented around 7% of the Group’s
transportation and shipbuilding, the entire oil and gas value chain consolidated revenue, while the biggest 25 clients accounted for
from exploration to supply, construction and civil engineering, around 12%. This illustrates the diverse nature of the Group’s
power and utilities, consumer products and retail, aeronautics and revenue streams.
rail, metals and mining industries, Agri-Food, government services,
automotive and chemicals.

Organization
An increasingly global approach harnessing local In addition, since the Group’s growth is driven by acquisitions that
execution capabilities in almost 140 countries involve integrating companies and teams with a wide variety of
practices and policies, Bureau Veritas has set up specific internal
Present in almost 140 countries with numerous operations in procedures to ensure the successful integration of acquired
every global region, the Group has historically used a companies.
decentralized management structure. This organization favors
local decision-making and accountability to better meet its
clients’ needs. Changes in the organization of the Group’s
businesses
However, in order to better capitalize on trends in the Group’s
markets, this autonomy will increasingly be paired with the Bureau Veritas continuously adapts its organization in order to
development of a transversal operational approach and global better address the specific characteristics of some of its end
business management based primarily on the Group’s Global markets, meet the constantly evolving needs of its clients,
Service Lines. Bureau Veritas has also implemented control improve management of its geographic network and support its
procedures and reporting rules applicable across the Group. These 2020 strategic plan.
rules and procedures are regularly updated to ensure that they are Since 2016, the Group has adopted a leaner organization based
in line with changes in Bureau Veritas’ businesses, organization, around the following four divisions: 1) Marine & Offshore,
processes and tools. 2) Consumer Products, 3) Government Services & International
Trade, and 4) Commodities, Industry & Facilities (CIF). The CIF
division includes five businesses: Commodities, Industry,
Construction, Inspection & In-Service Verification and
Certification.

20 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 1
Presentation of the Group
1.1 General overview of the Group

The Group continued to adapt its organization in 2017. The Industry

Government Services & International Trade division was absorbed
into the CIF division: government services and international trade Bureau Veritas checks the reliability and integrity of industrial
were integrated into the Agri-Food & Commodities business, and assets and their conformity with regulations. Services include
automotive activities into the Industry business. In addition, most conformity assessment, production monitoring, asset integrity
of the Inspection & In-Service Verification business was allocated management and equipment certification. Bureau Veritas also
to Construction to form the new Buildings & Infrastructure checks the integrity of industrial equipment and products through
business, which now covers the entire asset lifecycle. The services such as non-destructive testing and materials analysis.
remaining Inspection & In-Service Verification business was Lastly, the Group provides the automotive sector with a range of
allocated to Industry, depending on the end markets. services including technical controls, vehicle insurance damage
In the CIF division, Global Service Lines are responsible for the inspections and logistics management.
overall management of each business. Global Service Lines support
day-to-day management through the CIF division’s five main
regional hubs: Southern and Western Europe, France and Africa, Buildings & Infrastructure
North America, Latin America and MAP (the Middle East, and Asia
Pacific, including Russia, Turkey and the Caspian Sea region).
The Group covers every stage in the buildings and infrastructure
The CIF division, which accounts for almost 80% of the Group’s lifecycle, including capital expenditure (Capex) and operating
revenue, is gradually adopting matrix-based organization aimed at: expenditure (Opex) services.
● serving its clients globally;
In-Service Inspection & Verification (Opex services)
● adapting to market trends by pooling high-level technical and IT Bureau Veritas conducts recurrent inspections to assess in-service
capabilities; equipment (electrical installations, fire safety systems, elevators,
● spreading best practices throughout the network; and lifting equipment and machinery) for compliance with applicable
health and safety regulations or client-specific requirements.
● benefiting from economies of scale to develop new products or
invest in new tools.
Construction (mainly Capex services)
In light of this new, more market-focused organization adopted Bureau Veritas helps its clients manage all QHSE aspects of their
since 2016, Bureau Veritas has revised its segment reporting. As construction projects, from design to completion. Missions involve
of January 1, 2017, the Group reports on six businesses assessing construction projects for compliance with technical
(as compared to eight previously): 1) Marine & Offshore, standards, technical assistance, monitoring safety management
2) Agri-Food & Commodities, 3) Industry, 4) Buildings & during construction and providing asset management services.
Infrastructure, 5) Certification and 6) Consumer Products. This
change helps enhance the understanding of its business portfolio.
A brief outline of the six businesses is provided below. A more Certification
detailed description is given in section 1.5 – Presentation of
business activities of this Universal Registration Document.
As a certification body, Bureau Veritas certifies that the QHSE
management systems utilized by clients comply with international
standards (usually ISO), or national, segment or large
Marine & Offshore company-specific standards.

As a classification society, Bureau Veritas assesses vessels and

offshore facilities for conformity with standards that mainly Consumer Products
concern structural soundness and the reliability of on-board
machinery. Bureau Veritas also provides vessel certification on
Bureau Veritas works with retailers and manufacturers of
behalf of flag administrations.
consumer products to assess their products and manufacturing
processes for compliance with regulatory, quality and
performance requirements. Bureau Veritas tests products,
Agri-Food & Commodities inspects merchandise, assesses factories and conducts audits of
the entire supply chain.
Bureau Veritas provides its clients with a comprehensive range of
inspection, laboratory testing and certification services for all
types of commodities, including oil and petrochemicals, metals
and minerals, food and agri-commodities. Bureau Veritas provides
assistance to government authorities, implementing programs to
maximize revenues and check that imported products meet
specified standards.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 21

1 Presentation of the Group
1.1 General overview of the Group

Central leadership
Certain Group Executive Committee members are responsible for ● François Chabas, Executive Vice-President and Chief Financial
the Group’s support functions. Officer, is in charge of finance, tax and investor relations;
Central support functions are represented on the Executive ● Helen Bradley, Executive Vice-President in charge of Human
Committee by: Resources as well as Quality, Health & Safety and Environment,
Corporate Social Responsibility and External Affairs.
● Eduardo Camargo, Executive Vice-President Group
Transformation & Business Development. He is responsible for Lastly, Pascal Quint, Executive Vice-President, is responsible for
reinforcing the Group’s sales and client culture and for Risk & Compliance and is the Group General Counsel. He is head of
supporting the Group’s transformation, notably through the Legal Affairs & Audit department and reports directly to the
digitalization and operational excellence. Eduardo Camargo is Chief Executive Officer.
also in charge of acquisitions support. In addition, he serves as
head of the Commodities, Industry & Facilities (CIF) division in
Latin America, assisted on site by a manager for this region;

22 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 1
Presentation of the Group
1.2 History

1.2 History
1828: Origins 2007: Initial public offering (IPO)
The “Information Office for Maritime Insurance” was founded in Bureau Veritas was listed on Euronext Paris on October 24, 2007.
Antwerp, Belgium, in 1828 to collect, verify and provide shipping This initial public offering was aimed at consolidating Bureau
underwriters with information on the condition of ships and Veritas’ growth strategy by raising its profile, giving it access to
equipment. Renamed Bureau Veritas, the Company transferred its new means of financing and forging loyalty among its employees.
registered office to Paris and built up an international network.
2010: Development of the commodities business
1920: Modern industrial revolution and in high-potential markets
The growing number of accidents during the construction boom Fast-growing countries are investing more in infrastructure and
that followed the First World War led to the introduction of a experiencing growing demand for quality, safety and reliability.
series of preventive measures. Bureau Veritas served as an After its acquisition of Inspectorate in 2010, Bureau Veritas
important partner for industrial expansion and branched into new became one of the world’s top three players in the commodities
activities such as inspecting metal parts and equipment for the rail sector and continued to expand its geographic footprint. It
industry and conducting technical testing in the aeronautical, became the leader of its sector in Canada following the acquisition
automotive and construction industries. Bureau Veritas opened its of Maxxam in 2014 and carried out in parallel a series of
first laboratories near Paris to provide clients with metallurgical acquisitions in the construction and consumer products industries
and chemical analyses and testing services for building materials. in China.

1960: Technical progress 2015: New strategic roadmap

The 30-year post-WWII boom brought with it technical progress, The Group conducted in-depth analyses of its markets and
growing urbanization and world trade. Bureau Veritas played an defined a strategic roadmap through to 2020. The roadmap is
active role in modernizing shipbuilding standards for the based on key initiatives aimed at enhancing its growth profile,
classification of subsea vessels, the first nuclear-powered vessels resilience and profitability. This strategy is primarily based on
and shipping hubs. The start of the computer era led to the use of Growth Initiatives, development in two main markets (US and
more scientific methods. In construction, Bureau Veritas China), and four key drivers to support the roll-out of these
reinforced its expertise in the protection of people and goods and initiatives: Human Resources, account management,
in energy efficiency. Excellence@BV and digitalization.

1990: Diversification and worldwide expansion 2017: 2020 ambition reaffirmed

As the world became increasingly globalized, economic players In December 2017, the Group organized a two-day Investor Days,
required traceability, transparency and technical consistency during which it confirmed that the execution of its 2020 strategic
across the international spectrum. To meet the needs of its plan was well underway and had already delivered positive results.
clients, Bureau Veritas developed its Certification and It showed that the five Growth Initiatives launched to boost the
Government services businesses to evaluate management Group’s development in Buildings & Infrastructure, Opex services,
systems and supply chains. It also reinforced its network and Agri-Food, Automotive and SmartWorld were reporting high
opened offices in Africa, China and the United States. In the single-digit growth and that the base business was now stabilizing
1990s, a series of acquisitions helped give added impetus to the after having been faced with challenging market conditions.
Group’s development. It acquired CEP in 1996, becoming the Bureau Veritas highlighted that it had achieved 40% of its external
leader in compliance assessments for the construction industry in growth ambition as outlined in its strategic roadmap through to
France. US-based companies ACTS (1998) and MTL (2001) 2020. It also announced that it was stepping up its digital
specializing in consumer product testing added another business transformation through key partnerships in order to bring its
to the Group’s portfolio. Bureau Veritas also expanded its clients cutting-edge technologies in a wide range of areas such as
presence in the United States, the United Kingdom, Australia and inspection, predictive maintenance, data privacy and
Spain. cybersecurity.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 23

1 Presentation of the Group
1.2 History

Changes in ownership structure

The Wendel group, co-shareholder of Bureau Veritas since 1995 Bureau Veritas was listed on Euronext Paris on October 24, 2007.
with the Poincaré Investissements group, gradually acquired a The offering, which comprised existing shares mainly sold by the
controlling interest in Bureau Veritas in 2004. Wendel group, amounted to €1,240 million, or around 31% of the
capital of Bureau Veritas. On March 5, 2009, the Wendel group
The Wendel group and Poincaré Investissements respectively held
sold 11 million shares as part of a private placement. This
33.8% and 32.1% of the capital and voting rights of Bureau
transaction reduced Wendel’s stake in Bureau Veritas from 62%
Veritas in 2004. The remainder was held by individual investors.
to 52% of the capital. On March 6, 2015, the Wendel group sold
On September 10, 2004, the Wendel group and the shareholders
48 million shares(1) as part of a private placement. Following that
of Poincaré Investissements reached an agreement for the sale to
transaction, the Wendel group held 40% of the capital and 56% of
Wendel of 100% of the capital of Poincaré Investissements. After
the voting rights of Bureau Veritas. On October 30, 2018, the
this transaction was carried out at the end of 2004, the Wendel
Wendel group sold 21 million shares as part of a private
group held 65.9% of the capital and voting rights of Bureau
placement. Following that transaction, the Wendel group held
Veritas.
around 35% of the capital and 52% of the voting rights of Bureau
In parallel to this acquisition, Wendel proposed that Bureau Veritas.
Veritas minority shareholders sell their interests under terms
At December 31, 2019, the Wendel group held 35.57% of the
similar to those offered in connection with the acquisition of
capital and 51.67% of the exercisable voting rights of Bureau
control. This private purchase and exchange offer enabled the
Veritas.
Wendel group to increase its interest to 99% of the capital and
voting rights of Bureau Veritas.

(1) After the June 2013 four-for-one stock split.

24 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 1
Presentation of the Group
1.3 The TIC industry

1.3 The TIC industry

To the Group’s knowledge, there is no comprehensive report covering or dealing with the markets in which it operates. As a result, and
unless otherwise stated, the information presented in this section reflects the Group’s estimates, which are provided for information
purposes only and do not represent official data. The Group gives no assurance that a third party using other methods to collect, analyze
or compile market data would obtain the same results. The Group’s competitors may also define these markets differently.

1.3.1 A market worth an estimated €200 billion plus

Inspection, certification and laboratory testing services in the The overall TIC market depends on product and asset values and
areas of quality, health, safety, environmental protection, the associated risk. The TIC “intensity” corresponds to the
performance and social responsibility are commonly referred to as proportion of the value of the product or asset allocated by the
Testing, Inspection and Certification (“TIC”). TIC services manufacturer of the product or the operator of the asset to
encompass several types of tasks, including laboratory or on-site control activities. In general, the TIC intensity falls within a range
testing, management process audits, documentary checks, of between 0.1% and 0.8% of the value of the product or asset.
inspections across the entire supply chain and data consistency The total estimated value of the TIC market can be calculated by
verification. These activities may be carried out on behalf of the multiplying the TIC intensity by the amount spent by
end user or purchaser, independently of stakeholders or at the manufacturers, operators, and the buyers and sellers of goods and
request of the manufacturer, or on behalf of public or private products.
authorities. TIC services are called for at every stage of the supply
On a short- and medium-term basis, the size of the market mainly
chain and apply across all industries.
varies in relation to inflation, global economic activity, investment
and international trade. Applying the aforementioned approach,
Bureau Veritas estimated the size of the global TIC market in
2015 at over €200 billion, based on external macroeconomic data
such as investment volume per market, operational spending per
market, the production value of goods and services, and the level
of imports and exports.

END USER SPENDING

Capex investment
X TIC INTENSITY
Increased safety
Operational expenditure Increased complexity
Production/Trade
volume Higher ratio

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 25

1 Presentation of the Group
1.3 The TIC industry

The overall TIC market can be broken down into two segments:

The TIC market ● the accessible (outsourced) market, where services are
> €200BN provided by specialized private organizations or firms, such as
Bureau Veritas;
Government/ ● the internal (insourced) market, where the companies
Insourced themselves perform these services as part of quality control
and assurance; along with the market served by public bodies
and organizations such as customs, competition authorities,
port authorities or industrial health and safety authorities.

Accessible/
Outsourced
~40% of TIC market

The outsourced TIC market also depends on a country’s administrative organization, whether or not it has a federal structure, and the
industry concerned. Over time, these factors may have a significant impact on the size of the market, irrespective of the underlying
macroeconomic conditions. The balance between insourcing and outsourcing therefore fluctuates from year to year, depending on the
policies implemented by governments or changes in practices within industry sectors. This is the case in China, for example, where certain
sectors are opening up gradually.
A breakdown in TIC by sector shows that the biggest markets are those relating to consumption, followed by oil and gas, construction,
chemicals and mining. For Bureau Veritas, it is important to operate and enhance its presence in these markets.

The TIC market

In € billions

23 23

20
19 19
17
16
14
13
11

6 6
5
4 4
il

od

as

ds

to

ts

th

s
al

al

ie

es
ta

in

nc
io

io

en
Au

al
G

oo
Fo

ilit
ic

er

ar
ct

at
re

oc
ra
He
il &

nm
m

lg
in
ri-

M
ru

rt

Ut

su

Pr
s&

o
st

ia
Ag

er
Ch
O

in
sp

&
tr
od

s&
n

ov

d
Co

an

er
us

an
go

G
al

w
nd

Tr
et

Po

g
er

in
M

of
um

nk
g
ns

Ba
in
ur
Co

t
ac
uf
an
M

The TIC market

From a geographical point of view, the TIC market can be split into three main regions: Europe, the Americas and Asia. Bureau Veritas is
present across all of these regions thanks to the investments it has made over the past 15 years. Going forward, the Group plans to bolster
its positioning, particularly in the fastest-growing markets such as China and the United States.

26 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 1
Presentation of the Group
1.3 The TIC industry

1.3.2 Evolving growth drivers

TIC market growth is driven by six main factors: Long-term structural trends
● overall growth in the world economy and in international trade,
which influences the expenditure volumes of Bureau Veritas Long-term structural trends (“megatrends”) should boost growth
clients; prospects in the TIC industry. Four such trends are particularly
important:
● TIC intensity, corresponding to the proportion of the value of
the product or asset allocated by the manufacturer of the (1) the rise of the middle classes in emerging countries has led
product or the operator of the asset to control activities. This to an increase in the demand for safety and the
tends to be fairly stable in the short term but increases over the corresponding safety standards, as well as infrastructure
long term due to stricter standards and regulations; investments;

● increased use of tests and inspections to facilitate and secure (2) the use of more complex technologies, for example in the
transactions and operations; case of the Internet of Things, is increasing the number of
tests that need to be carried out on each product and the
● subcontracting by businesses; number of subcontractors that need to be managed. Shorter
● privatization by government bodies; product life cycles are encouraging companies to outsource
a growing proportion of prototype testing and supply chain
● digitalization of the economy and of the service offer. monitoring, so that they can be more responsive to market
trends;
(3) it is increasingly difficult to protect global brands,
Global economic growth continues to influence particularly in view of the surge in popularity of social media,
the market where information can be shared in real time. In addition to
regulatory compliance and the drive to be responsible
After a period of vigorous growth driven by globalization, players, companies now believe that proactive and global
economic growth in emerging countries and the commodities management of QHSE issues offers a way to create value
“super cycle”, the TIC market should grow at a more moderate and guarantee survival over the long-term;
pace going forward: (4) public authorities are increasingly contracting out their
(1) globalization of the world economy accelerated when China control activities to specialized firms, which have the
joined the WTO, with global trade growing at double the rate necessary flexibility to adapt to the constraints of the
of global GDP growth on average. Since 2011, growth in markets in which they operate, allowing them to
global trade has slowed and in the next few years is considerably reduce their spending on such activities.
expected to be around one time the growth in global GDP; Bureau Veritas targets above-market growth by offering a range
(2) the commodities super cycle, which had begun in the early of innovative services that meet clients’ new demands, thereby
2000s, is now at an end. Over the next few years, increasing its market share in the fastest-growing sectors and
commodity prices are expected to remain low, leading to regions, and seizing opportunities related to the outsourcing and
more modest growth in investments in new projects (capital privatization of certain markets.
expenditure) and in commodity trading volumes;
(3) emerging countries will continue to spearhead growth, albeit
at a less sustained pace. The growth gap between mature
and emerging economies should narrow.

1.3.3 High barriers to entry

High barriers to entry make it difficult for new global players to important for rolling out the portfolio of services and benefiting
emerge. These barriers concern the need to: from economies of scale. At the same time, an international
network makes it possible to support global clients at all their
● have a reputation for integrity and independence in order to
facilities;
forge long-term partnerships with companies in managing their
risks; ● offer a broad spectrum of services and inspections, particularly
for key accounts, undertake certain large contracts and stand
● obtain authorizations and accreditations in a large number of
out from local players;
countries in order to do business. Obtaining an authorization or
accreditation is a lengthy process. Acquiring a broad portfolio of ● boast highly qualified technical experts. The technical prowess
authorizations and accreditations can therefore only be and professionalism of the Group’s teams give it a competitive
achieved over the long-term; edge by providing high value-added solutions;
● have a dense geographic network at both local and ● have an internationally recognized brand.
international levels. Local network density is particularly

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 27

1 Presentation of the Group
1.3 The TIC industry

1.3.4 Regional, national or global markets

Many markets in which Bureau Veritas operates are still regional The increasing globalization of certain TIC markets favors
or national, but are becoming more global. There are also several consolidation within the industry, with the support of major
hundred local or regional players specialized by activity or type of players able to position themselves to serve large companies
service, as well as a few global players. Some competitors are throughout the world and increase their presence on local
state-owned or quasi-state-owned organizations or are registered markets.
as associations. According to the Group’s estimates, the five
In light of the Group’s global network, its position as one of the
biggest industry players today account for less than 25% of the
world leaders in each of its businesses and its experience in
outsourced market.
carrying out acquisitions, Bureau Veritas is well placed to be one of
the main actors in TIC consolidation. A more detailed description
of the Group’s acquisition strategy is provided in section 1.4.6 –
Acquisitions: an active and selective external growth strategy of
this Universal Registration Document.

Business Fragmentation Competitive environment

Twelve members of the International Association of Classification Societies (IACS)
Marine & Offshore Medium
classify more than 90% of the global shipping fleet.
Agri-Food & Commodities
    Agri-Food High A few global players. A large number of local players.
    Commodities Medium A few global players. A few regional groups and specialized local players.
    Government services Low Four main players for government services.
A few large European or global players. A large number of highly specialized local
Industry High
players.
Buildings & Infrastructure High A few regional players. A large number of local players.
A few global players and quasi-state-owned national certification bodies, and many
Certification High
local players.
A relatively concentrated market for toys, textiles and hardline products. Fragmented
Consumer Products Medium
markets for electrical products and electronics.

28 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 1
Presentation of the Group
1.4 Strategy and objectives

1.4 Strategy and objectives

1.4.1 Key competitive advantages
An efficient international network
Bureau Veritas has an extensive global network of more than and thereby win major international contracts, which represent a
1,500 offices and laboratories in almost 140 countries. growing part of its activity.
This network is particularly well developed in leading industrialized From an operational standpoint, the Group improves its
countries (e.g., France, the United States, Canada, Japan, the profitability by generating economies of scale resulting in
United Kingdom, Spain, Italy and Australia), which have a strong particular from sharing offices, back-office functions and IT tools,
regulatory background and where the Group is recognized for its and from amortizing the cost of developing and replicating new
technical expertise and innovative production models. services and industrializing inspection processes over a larger
base.
Bureau Veritas is also well established in key high-potential
economies like China, Brazil, Chile, Colombia or India, where it has The organization into regional hubs located in key countries
built solid growth platforms with a strong local presence over enables the Group to spread knowledge, technical support and
time. The Group continues to expand its presence in these regions sales teams across a given region.
by opening new offices and laboratories and systematically
In the future, the Group aims to strengthen this network
developing each of its businesses in these markets.
organization around regional hubs enabling it to generate scale
The Group’s scale is one of its core assets, providing value and effects.
differentiation both commercially and operationally.
From a sales standpoint, its global network enables the Group to
service key accounts (around one-quarter of the Group’s revenue)

Europe
17,800 78,400
employees
530
1,560
offices and laboratories

35%
31%
25%

31,200
Asia Pacific
22,700 9%
Americas 515

395

6,700
Africa, Middle East
% of 2019 revenue

120

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 29

1 Presentation of the Group
1.4 Strategy and objectives

A strong brand image of technical expertise A profitable, cash-generating growth model

and integrity
Bureau Veritas’ financial model has the following four
Bureau Veritas has built its successful global business based on its characteristics:
long-standing reputation of technical expertise, high quality and ● it is based on two growth drivers: organic growth and growth
integrity. This reputation is one of its most valuable assets and is a through acquisitions. Between 2007 and 2019, the Group
competitive advantage for the Group worldwide. posted weighted average annual revenue growth of 8%. A little
less than half of this came from organic growth;
● it focuses on profitable growth: between 2007 and 2019, the
Technical expertise recognized by the adjusted operating margin remained above 16% on average;
authorities and by many accreditation bodies ● it generates significant, regular cash flow: between 2007 and
2019, the Group generated close to €350 million in free cash
Over the years, the Group has acquired skills and know-how in a flow per year on average, including more than €450 million over
large number of technical fields, as well as a broad knowledge of the last five years;
regulatory environments. Bureau Veritas is currently accredited as
a second or third party by a large number of national and ● it is underpinned by the Group’s strategy of strict cash
international delegating authorities and accreditation bodies. The allocation: net debt must be maintained well below bank ratios
Group constantly seeks to maintain, renew and extend its and the Group must be able to fund acquisitions and pay
portfolio of accreditations and authorizations. It is subject to dividends.
regular checks and audits by authorities and accreditation bodies
to ensure that its procedures, the qualification of its personnel and
its management systems comply with the requisite standards,
norms, guidelines or regulations.

Quality and integrity embedded in the Group’s

culture and processes
Integrity, ethics, impartiality and independence are some of
Bureau Veritas’ core values and are central to its brand reputation
and the value proposition for its clients.
These values are the focal point of the work carried out by the TIC
profession in 2003 under the leadership of the TIC Council (the
international association representing independent testing,
inspection and certification companies), which led to the drafting
of the Group’s first Code of Ethics, published in October 2003.

30 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 1
Presentation of the Group
1.4 Strategy and objectives

1.4.2 Five-pillar strategy

To enhance its growth profile, resilience and profitability, the Group has built its strategy around five central pillars:

1. Expand market coverage through key 4. Balance its global footprint among three
Growth Initiatives geographic areas (Europe/Middle East/Africa,
Americas and Asia Pacific)
The Group will further penetrate its traditional markets through a
broader range of services. It has identified several initiatives to Bureau Veritas will take advantage of specific growth drivers in
achieve this objective, including Opex services (provided during key selected geographies:
the operational phase) in specific segments (Oil & Gas, Power &
Utilities, Chemicals). ● Europe, which is the reference for issuing standards and
regulations on quality, health, safety and the environment;
Bureau Veritas also plans to increase its exposure to sectors
related to consumer spending through four initiatives targeting ● the United States, which has a strong economic outlook and in
specific segments: Buildings & Infrastructure, Agri-Food, which many Fortune 500 companies are headquartered, and
Automotive and SmartWorld. which is still a highly fragmented market;
● China, with the gradual opening of the domestic TIC market.
The Group will continue to expand and reinforce its geographic
2. Become the partner of choice for large footprint in developing markets.
international corporations to facilitate and
secure their transactions and operations
5. Continue to play a leading role in TIC market
Bureau Veritas is shifting towards more integrated and global
solutions (combining inspections, audits, testing, data consolidation
management), increasing the digital content of its services, and
accelerating the roll-out of the key account management strategy In line with its successful model based on a combination of organic
launched in 2014. and external growth, Bureau Veritas will continue to acquire small
and mid-size companies in specific markets and geographies.

3. Further deploy an efficient operating model

to improve its agility and productivity
The Group is further developing internal initiatives such as
Excellence@BV and continues to increase the digital content of its
services. All initiatives are supported by the strong commitment of
its people and endorsed by the Group’s Human Resources &
Corporate Social Responsibility strategy.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 31

1 Presentation of the Group
1.4 Strategy and objectives

1.4.3 Initiatives to accelerate growth

At the end of 2015, to help sustain its growth, the Group identified the eight Growth Initiatives outlined below.
Given market trends and the contribution and potential of each of these eight Growth Initiatives, the Group decided in 2017 to focus its
development efforts on just five of the original eight. In 2019, the Group stopped reporting on the performance of these initiatives
separately. They are now fully integrated into Bureau Veritas’ various business activities. However, they continue to offer the Group an
additional source of growth and help it achieve its diversification objectives.

1. Buildings & Infrastructure(1) 5. SmartWorld(1)

The Group will benefit from its global leadership in this sizable and The Internet of Things will impact every market in which Bureau
fast-growing market. It will further develop its activities in Veritas operates. The number of connected devices is expected to
emerging markets where urbanization is leading to a surge in grow exponentially for example, creating a significant market
demand for infrastructure and transportation. More stringent opportunity for equipment testing but also for new services
regulations will also open up significant opportunities for TIC related to connectivity and data security. Bureau Veritas will
services. The Group will continue to develop innovative solutions benefit from its leading position, expertise, and reputation in this
and Opex services, both in mature and in emerging countries. segment.

2. In-Service Inspection & Verification (Opex 6. Certification global contracts

services) in specific markets: Oil & Gas, Power
The system certification market is still fragmented and is
& Utilities, Chemicals(1) expected to consolidate as large international corporations
increasingly entrust system certifications to a single certification
Bureau Veritas plans to develop its market share in Opex-related body. Leveraging its global footprint, Bureau Veritas is ideally
services for the Oil & Gas, Power & Utilities and Chemicals placed to address this new market need. With the implementation
markets. The Group has identified these three markets on account of key account management, Bureau Veritas’ ambition is to
of their common characteristics, i.e., a high degree of strengthen its market share on global contracts.
fragmentation, the outsourcing potential and the opportunity to
build recurring business models. It will leverage its excellent
reputation and expertise, in particular in Capex and
product-related services. 7. Marine & Offshore
Bureau Veritas is one of the top players in the highly profitable
(1) Marine & Offshore business. Its resilient business model combining
3. Agri-Food verification of newly constructed facilities and inspections of
in-service facilities will continue to reduce its exposure to market
The TIC market for Agri-Food should see vigorous growth buoyed cycles. Bureau Veritas’ strategy is to develop its business in
by the population increase, the globalization of the food supply innovative services around energy efficiency and risk
chain, more stringent regulations and rising consumer demand for management, and to maintain its technological leadership.
quality and traceability. The Group is already present across the
entire supply chain, enjoying front-ranking positions in specific
market segments, a global network and international
accreditations. The Group plans to expand its geographic presence 8. Adjacent segments – retail and mining
while enlarging its portfolio of services.
Most retail and mining clients call on Bureau Veritas for just one
type of service. The Group sees significant cross-selling
opportunities in offering the full portfolio of asset- and
4. Automotive(1) product-related services to existing customers through key
account management. The Group will diversify into recurring
The automotive market is having to contend with several businesses and position itself as the provider of choice.
deep-seated trends, including the relocation of production and
consumption to emerging countries and the fundamental shift to
“smart” cars and electric technologies. These trends will generate
additional needs for TIC services. Bureau Veritas has built a robust
presence in supply chain services, electronics and connectivity
over the last five years. It aims to leverage these key areas of
expertise and further round out its portfolio of services to become
a recognized player in this sector.

(1) Five initiatives refocused since January 1, 2017.

32 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 1
Presentation of the Group
1.4 Strategy and objectives

1.4.4 Two key markets: the United States and China

United States
As the world’s economic powerhouse, the United States is a Since 2017, Bureau Veritas has expanded its presence in the
priority market for Bureau Veritas. Many global companies are United States. By acquiring Siemic, one of the main telecoms
headquartered in the United States and the TIC market in the testing and certification bodies in the United States, Bureau Veritas
country is estimated to be worth over €30 billion. Bureau Veritas has reinforced its position as leader in SmartWorld services and
has stepped up its expansion in the United States over the last consolidated its strategic presence in Silicon Valley, in addition to
few years, reporting a more than 2.5-fold increase in revenue. The the laboratories belonging to its subsidiary, 7layers. The acquisition
country represented approximately 12% of total Group revenue in of EMG expands Bureau Veritas’ Buildings and Infrastructure
2019. service offering, strengthening the Group’s position as a strategic
partner for construction and renovation inspection, quality
The Group’s strategy has three main focuses:
assurance, asset management, periodic in-service inspection and
● bolstering its leading position in the Consumer Products, Oil & project management. In addition, the acquisition of Primary
Gas, Construction and industrial equipment markets; Integration Solutions enables Bureau Veritas to offer a wide range
of commissioning and operational risk management services for
● expanding its activities in new market segments such as data center facilities. This market is developing rapidly in line with
SmartWorld, Agri-Food, Aeronautics and Automotive; the production and use of data and the global demand for secure
● rolling out its Excellence@BV initiative with “Lean” data storage.
management, shared service centers and pooled purchasing.

China
China is one of the world’s most dynamic countries, with buoyant The Group is already present in China through all of its businesses
demand for infrastructure, transport and energy. China’s TIC and is expanding its presence and regional coverage with the
market will potentially prove the biggest in the world. Today, only ultimate aim of becoming a front-ranking player in the domestic
a fraction of this market is accessible, the majority being covered Chinese market. The two acquisitions carried out in 2016 and the
internally and by public services. Structural growth drivers (rise of acquisition finalized in 2017 are consistent with this strategy. At
the middle classes, increasing environmental awareness, ongoing the end of 2019, China (including Hong Kong – Special
improvement in local quality standards, etc.) are powerful Administrative Region) represented almost 17% of Group
catalysts for TIC demand and help open up the domestic market revenue.
to international players.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 33

1 Presentation of the Group
1.4 Strategy and objectives

1.4.5 Four major factors

Human capital Key account management
Motivated and skilled employees Key account management is a strategic market segment for
Bureau Veritas, covering some 130 major national and particularly
One of Bureau Veritas’ greatest assets is its choice of employees. international companies, selected among the Group’s
They are selected for their understanding of the local culture, their 400,000 clients. Key accounts represent around one-quarter of
industrial, technical, operational or sales expertise, their passion for sales and offer above-average growth potential for the Group.
helping businesses effectively manage their risks, and their
commitment to the Group’s values. Since the needs of these clients are so specific, a key account
management team has been in place since 2014, which is
With more than 78,000 employees, Bureau Veritas has an responsible for partnering the clients and offering them
enriching mix of cultures and personalities. The Group high-quality bespoke services. This dedicated team enables the
continuously invests in its employees and takes staff training very services provided by the Group to these key accounts to be
seriously. Helping its teams to develop their professional skills has properly coordinated and clients to be informed of any technical
always been a priority. and regulatory changes in the Group’s testing, inspection and
certification businesses. It also offers these clients access to
An experienced management team Bureau Veritas’ entire international network and divisional
resources in order to best meet their broad spectrum of needs
The consistency and experience of the management team have across the globe.
allowed the Group to develop a strong business culture founded
In 2019, the key account management program continued to be
on merit and initiative.
stepped up at local, regional and global levels. The initiative aimed
at replicating best practices in different regions paid off, driving
growth in local accounts in particular. Global knowledge-sharing
has helped to create new value propositions for the Group’s key
accounts and has unlocked new growth potential for Bureau
Veritas.
Initiatives were rolled out for global key accounts to further
develop Bureau Veritas’ leadership in delivering global contracts in
many different countries and locations, as well as to engage more
fully in innovation and development of integrated solutions.

Excellence@BV
To partner its strong growth and international development, The “Lean” approach will help the Group meet its mid- to
Bureau Veritas launched a “Lean” management approach in 2012. long-term objectives by improving its margin and designing
The “Lean” management approach is based on process processes able to manage expected growth. These optimized
management and rounds out the Group’s historical, (efficient and attractive) processes can simplify post-acquisition
experience-based business model. “Lean” management is an integration.
integral part of the Group’s operating system in this new
Other projects currently in progress are designed to improve
corporate culture, defined as an ongoing performance
purchasing management at Bureau Veritas with the aim of:
improvement approach. It is designed to generate productivity
gains and cost savings and to make performance more robust and (1) reducing the cost of the goods or services which Bureau
consistent. This culture of ongoing improvement gives Veritas buys, particularly by leveraging volumes through
Bureau Veritas the agility it needs to successfully navigate a global contracts;
constantly changing environment.
(2) creating an actionable supplier database. This means
In practice, the “Lean” management approach is rolled out around reducing the number of suppliers and purchasing contracts
two objectives: put in place;
● first, existing processes are re-engineered through value stream (3) ensuring compliance with clearly formalized governance
mapping. These maps simplify and harmonize processes, rules, both with respect to internal processes (e.g.,
thereby generating productivity gains and overall performance segregation of duties between the purchaser and the referral
sustainability; agent) and external processes (e.g., ethical purchases).
● second, scorecards are deployed within its operating units. The Group is also ramping up shared service centers in order to
Scorecards enable the performance of operating units to be centralize support functions such as IT services, Finance and
harmonized and therefore allow for proactive management of Human Resources.
key indicators in order to obtain a high degree of flexibility and
quality in a decentralized environment.

34 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 1
Presentation of the Group
1.4 Strategy and objectives

Digital@BV
Digitalization to improve efficiency and drive growth across all businesses
A number of digital technologies are currently disrupting the global economy and companies’ operating models. These include cloud
computing, artificial intelligence (AI), open application programming interface (API) and blockchain.

Blockchain Big Data

Collaborative
Economy
Industry 4.0 Social
CLOUD Business

Artificial Open API

Intelligence Fast IT

These technologies can be leveraged and become transformative for the Group’s TIC activity as a whole if assimilated quickly with a clear
view of the financial and growth ramifications at stake.
To that end, Bureau Veritas has integrated its digital transformation plan into its 2020 strategy and focused its digital strategy around
three business priorities:

DIGITAL NEW DIGITAL NEW TIC

EFFICIENCY OPERATING MODELS DIGITAL SERVICES
Boost profitability Accelerate growth Diversify in
of existing TIC services with alternative models new market segments
One-stop-shop

Conformity
4.0

Cost-efficient offer Digital client Technology-enabled Be compliant with new norms

for core services engagement services for digital financial products and models

Innovation program to incubate all new technologies

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 35

1 Presentation of the Group
1.4 Strategy and objectives

● Digital efficiency relates to the deployment of new digital tools New digital operating models
in its field force to drive automation and productivity for the
core Bureau Veritas services; The vertical Marine & Offshore and Consumer Products divisions
were the first to develop and deploy digital platforms specifically
● New digital operating models aim to reinvent the way the tailored to their clients’ businesses as from 2015. Following its
Group delivers services using digital platforms to transform the launch in the vertical divisions in 2015, this strategy has since
client experience (e-commerce, marketplaces, etc.), as well as been extended to the Group’s Growth Initiatives. It resulted in the
Industry 4.0 technologies such as the Industrial Internet of following developments in 2019:
Things (IIoT) and artificial intelligence, to compile and exploit
test and inspection data in different ways. The challenge here is Marine & Offshore
to accelerate the Group’s growth in the markets it serves;
● End-to-end digitalized operating process: thanks to a suite of
● New TIC Digital Services enable Bureau Veritas to develop a online services and internally developed mobile applications,
new market for testing and certifying digital products and the Group’s main operating processes in terms of mission
services, such as cybersecurity and personal data protection planning, inspection and certification data input and client
certification, sensors and connectivity testing. reporting, have now been fully digitalized. Certificates delivered
systematically bear an electronic signature that can be verified
Digital efficiency online to ensure its authenticity.

To achieve its aims of improving operating and commercial ● 3D classification and asset integrity management: Bureau
efficiency, several major cross-functional programs support and Veritas continues to roll out VeristarAIM3D, the online solution
drive vertical digitalization initiatives forward: developed jointly with Dassault Systèmes, with both marine
and offshore assets now covered. This solution enables Bureau
Veritas to manage all of the elements necessary for managing
Digital collaboration platform
maritime asset integrity using 3D models. The 3D classification
Bureau Veritas is currently rolling out a state-of-the-art process for new vessels is now also increasingly used for large
cloud-based collaboration and communication platform (Microsoft vessels.
Office 365) which is to be used by all Group entities. The platform
will significantly reduce upstream work ahead of the launch of ● Cybersecurity scorecards: Bureau Veritas has developed a
inter-entity initiatives and projects, and will significantly improve cybersecurity scorecard, which has already been adopted by a
personal performance. number of shipowners. A suite of cyber risk management
services has also been developed in this regard.
Integrated operating platform ● “Data” strategy: the Marine & Offshore division has defined a
Likewise, a unique, state-of-the-art cloud-based platform data assessment strategy and launched new projects in this
(Salesforce) is currently being rolled out across the Group. area. These include a number of initiatives using artificial
Salesforce has CRM functions and above all, will help improve intelligence supported by the Group’s DataLab.
sales team efficiency and the management of key national and
international accounts. The Salesforce platform will also enable Consumer Products
integrated management of inspection activities in all fields. These ● InSpec by BV, an international e-commerce platform:
activities are currently managed by a broad range of different following the overhaul of OneSource, the Group’s client portal,
applications. an e-commerce platform was launched allowing the division’s
clients to verify the quality of their supplies through supplier
Streamlined laboratory systems inspections.
Bureau Veritas is currently enjoying strong acquisition-led growth ● Cybersecurity for connected products: a range of automated
in its testing business, which has resulted in the coexistence of cybersecurity tests has been developed in partnership with
multiple Laboratory Information Management Systems (LIMS) and CEA-LIST. These tests enable automatic assessment of the
processes, making it difficult to assess the calibration and quality risks and vulnerabilities of electronic products.
of testing services as a whole. Process automation is essential to
enable the laboratories to have a fully online service (digital work
orders and reports), thereby improving quality and lead times. These digitalization efforts have also benefited the Strategic
The Group is therefore working on harmonizing its systems across Growth Initiatives set out in the 2020 strategic plan.
the globe, either by division and/or type of business. The
Consumer Products division already works with an integrated Buildings & Infrastructure
system. For businesses related to Commodities, an internally ● Project management assistance: management support
developed platform now serves most laboratory activities. This solutions for major construction projects initially developed in
initiative was extended to include the Agri-Food segment in 2019. Brazil using PRIManager were rolled out to more than ten
countries in 2019. The recent roll-out of these solutions in
China should further accelerate growth in the corresponding
revenue.
● Building Information Modeling (BIM) services: the Group’s
adoption of BIM technology, which allows a comprehensive
digital description of buildings or infrastructure, is currently
supported by its adoption in many national regulations across
the globe, where BIM is often a prerequisite for public sector
projects. BIM is also seen by the industry as a major source of
productivity gains. In this respect, the Group has developed
significant BIM expertise in a Chinese center of excellence, and

36 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 1
Presentation of the Group
1.4 Strategy and objectives

has set up a global partnership with the market leader of BIM ● Traceability solution based on blockchain technology: Bureau
Autodesk software. This three-pronged strategy focuses on: Veritas has rolled out several pilot food traceability solutions
based on blockchain technology under its Origin label. Origin
(i) core business transformation: technical inspections and
defines common requirements for the industry, resulting in
project management assistance increasingly use BIM
real-time traceability of products from farm to fork.
technology, providing substantial efficiency gains;
(ii) launch of BIM management services: a third party with DataLab
strong engineering expertise such as Bureau Veritas is needed
Anticipating the hugely disruptive impact artificial intelligence is
to ensure optimal use of BIM technology, anticipate risks at
set to have in all industries, including Testing, Inspection and
each stage of a project, identify the most efficient solution from
Certification segments, Bureau Veritas has set up an expert team
the outset, and minimize requests for change;
of data scientists and data engineers. Their objective is to roll out
(iii) launch of BIM-based asset management services: after the artificial intelligence techniques in the different services offered
construction phase, Bureau Veritas can ensure ongoing BIM by the Group. The team has already put in place a number of
compliance and optimal maintenance costs. solutions aimed at enhancing service quality and efficiency in
laboratories. These solutions also concern visual inspection
Industry: Opex services assistance, predictive risk management for assets, and document
assessments.
● Drone-based inspections have increased sharply in different
sectors and countries, leading to efficiency gains (substantial
Development of partnerships with digital players
reduction in costs) and greater security for inspectors.
Partnerships established before 2019 with major digital players
● Digital twin implementation services have grown considerably (Dassault Systèmes in marine and nuclear power, Autodesk in
for different asset types, leading to better risk analysis, as well construction, Worldline in blockchain technology, Microsoft in
as new digital twin compliance services. artificial intelligence) continued to pay dividends, driving the
development of digital services for the Group’s clients.
Agri-Food
New partnerships were also signed during the year with digital
● International deployment of an integrated operating platform platforms specialized in certain markets, enabling the Group’s
for agricultural commodities: the SurvAgri platform, developed clients to benefit from the swift deployment of new services.
in Brazil, offers end-to-end digitalization of the Group’s These include:
operations in this segment. Besides direct efficiency gains, this
solution also allows new services to be marketed and ● a partnership with Ergoss for a flight data analysis service
implemented. aimed at optimizing flight safety management;
● Drone or satellite-based culture supervision: Bureau Veritas ● a partnership with Cornis to offer advanced blade inspection
has developed a suite of new precision farming services using services for wind turbines using Cornis’ AI technology;
images captured by drones or satellites. These services enable
● a partnership with OSMOS (EREN group) to create integrated
cultures to be supervised and improved, while yields can be
structural health inspection and monitoring services based on
estimated more accurately.
OSMOS’ unique optic fiber-based strain sensors.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 37

1 Presentation of the Group
1.4 Strategy and objectives

New Digital TIC Services

The separation between physical and digital assets is quickly sensor safety, telemetry and infotainment systems, cybersecurity
disappearing as connected objects are deployed at an exponential and data privacy. Generally speaking, the growth of the connected
rate. For instance, most cars are now connected and moving objects market is resulting in a host of new rules and regulations
towards autonomy, leading to a number of new elements requiring dealing with digital media and cyber risks.
testing or certification, such as on-board connectivity, UX and

CHANGE IN THE NUMBER OF IOT OBJECTS CHANGE IN THE NUMBER OF DIGITAL STANDARDS
(in billions)

75

General Data Protection Regulation

(May 2018)

French cybersecurity law

(end of 2018)

30
14
15
5
3
1

2015 2020F 2025F 1999 2004 2009 2014 2019

In this context, Bureau Veritas offers the market management ● Bureau Veritas has developed a technical reference and
systems certification, which include cybersecurity: certifications system to ensure protection of personal data as
defined per the European Union General Data Protection
● Bureau Veritas Certification is accredited to deliver ISO 27000
Regulation (GDPR), and assesses and certifies Data Protection
and IEC 62443 certification in terms of technical inspections,
Officers to this end.
and has already delivered thousands of certificates across the
globe; The Group has also carved out a front-ranking position in the
testing of connected objects and systems thanks to several
● the Group is accredited to deliver the Cyber Essentials label, a
acquisitions made over the past few years (7layers, NCC, Siemic,
UK scheme with significant traction in Europe;
ICTK), and to the strong ties forged with the world’s major
● Bureau Veritas has built multiple guidelines on key digital topics producers of connected objects. This is related to the SmartWorld
(IoT, connectivity, etc.) that it has combined with a software Growth Initiative described in section 1.4.3 of this Universal
analyzer built with the French Alternative Energies and Atomic Registration Document.
Energy Commission (Commissariat à l’énergie atomique et aux
énergies alternatives – CEA), a public government-funded Digital Innovation program
research organization, to automatically analyze code quality;
Besides these short-term business focuses, Bureau Veritas has
● the Marine & Offshore division has developed and issued its built an innovation program to incubate less mature but no less
cybersecurity standards for ships with the additional SYS-COM promising technologies, such as artificial intelligence for
class notation. laboratories, blockchain for traceability and trust in online trade,
and augmented/virtual reality for remote inspection services.
Data protection has become an essential market requirement.
New standards and regulations have also been developed in this
field, providing the Group with new service opportunities:

38 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 1
Presentation of the Group
1.4 Strategy and objectives

1.4.6 Acquisitions: an active and selective external growth strategy

As a player in a highly fragmented market, Bureau Veritas most of which are described in section 1.2 – History in this chapter
positions itself as an active consolidating force in its industry. The of the Universal Registration Document), most are bolt-on
Group’s history has been shaped by numerous acquisitions that acquisitions of smaller companies.
today allow it to enjoy front-ranking positions in many different
Acquisitions enable the Group to expand its portfolio of businesses
countries and businesses.
and to:
Over the last ten years, the Group has made 85 acquisitions,
● increase its presence in regions where it already operates by
representing aggregate cumulative revenue of over €1.4 billion.
rounding out its business portfolio;
Acquisitions also represent an important part of its strategy and
will contribute significantly to its additional growth target through ● gain a foothold in new regions;
to 2020.
● broaden the scope of its expertise.
Acquisitions must meet criteria for the Group in terms of price,
scale, profitability and value creation. While some acquisitions are In 2019, Bureau Veritas undertook five transactions, which
aimed at developing new platforms (four acquisitions with support its Agri-Food and Buildings & Infrastructure Growth
revenue above €100 million carried out over the past 20 years, Initiatives and represent cumulative annual revenue of €46 million.

1.4.7 2016-2020 Ambition

Achieving the final year of the 2016-2020 ambition(1) is no longer The Group remains committed to its non-financial performance,
relevant in the context of the Covid-19 crisis. which is measured using several indicators described in Chapter 2
of this Universal Registration Document. The main non-financial
The Group’s strong fundamentals remain unchanged and clearly
targets of Bureau Veritas for 2020 are as follows:
demonstrate the soundness of the ongoing strategy. Bureau
Veritas will announce its next strategic plan in September 2020, ● Health and Safety: Safety is an absolute for Bureau Veritas
anchored in the current trajectory which is proving to be very which is aiming to be a company “without accident”. By 2020, it
successful. aims to reduce accident rates by 50% (TAR: Total Accident
Rate, LTR: Lost Time Rate)(2);
● Inclusion: Achieve 25% of women in the Group’s executive
management team;
● Environment(3): Reduce CO2 emissions by 10% per full-time
equivalent employee, increase the use of renewable energies by
10% and have 75% of the Group’s businesses ISO 14001
certified (environmental management).

(1) As a reminder, 2016-2020 financial ambition was as follows:

• Add €1.5 billion of incremental revenue based on the 2015 plan’s initial exchange rates as presented at the October 2015 Investor Days, half
   organic and half through external growth;
• Reach 5% to 7% of organic growth by 2020;
• Achieve above 17% adjusted operating margin in 2020 at the 2015 plan’s initial exchange rates as presented at the October 2015 Investor
Days;
• Generate continuous high free cash flow.
(2) Compared to 2014 consolidated results.
(3) Compared to 2015 consolidated results.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 39

1 Presentation of the Group
1.5 Presentation of business activities

1.5 Presentation of business activities

1.5.1 Marine & Offshore
GROUP REVENUE GROUP ADJUSTED OPERATING PROFIT

7 % 10%
Marine & Offshore
Marine & Offshore

2019
2019

A portfolio of high value-added services for a loyal client base

Bureau Veritas classifies ships and offshore facilities by verifying The Group has also diversified into several complementary
their compliance with classification rules, mainly regarding services for its Marine & Offshore clients, including loss adjusting
structural soundness and the reliability of all related equipment. and risk assessment for the offshore industry (acquisition of
This mission is usually carried out together with the regulatory MatthewsDaniel in 2014); marine accident investigations, pre- and
(“statutory”) certification mission. post-salvage advice and the re-floating of vessels (acquisition of
TMC Marine Ltd. in 2016); and niche services to manage risk at
Class and regulatory certificates are essential for operating ships.
sea during offshore operations or projects (acquisition of MAC).
Maritime insurance companies require such certificates to provide
coverage, and port authorities regularly check that valid In 2019, 40% of Marine & Offshore revenue was generated by the
certificates exist when ships come into port. Similarly, keeping classification and certification of ships under construction and
existing offshore facilities in compliance with safety and quality 60% was generated by the surveillance of ships in service and
standards, as well as regulatory requirements is crucial for complementary services.
operators.
The Group is a member of the International Association of
Marine & Offshore services are designed to help clients comply Classification Societies (IACS), which brings together the 12
with regulations, reduce risk, increase asset lifecycles and ensure largest international classification societies. They classify more
operational safety. The Group’s services begin at the construction than 90% of world tonnage, with the remaining fleet either not
phase, approving drawings, inspecting materials and equipment, classed or classed by small classification companies operating
and surveying at the shipyard. During the operational life of the mainly at the national level.
assets, Marine & Offshore experts make regular visits and offer a
comprehensive range of technical services including asset
integrity management. On behalf of its clients, Bureau Veritas Worldwide network
monitors any changes in regulations, identifies applicable To meet the needs of its clients, the Marine & Offshore network
standards, manages the compliance process, reviews design and spans 90 countries. In addition to 18 local design approval offices
execution and liaises with the competent authorities. located near its clients, the Group’s network of 180 control
stations gives it access to qualified surveyors in the world’s largest
ports. This means that visits can be conducted on demand and
without the delays that could be detrimental to the ship’s
business and owner.

40 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 1
Presentation of the Group
1.5 Presentation of business activities

A highly diverse fleet classed by Bureau Veritas A diversified and loyal client base
Bureau Veritas ranks number two worldwide in terms of the The Group has several thousands of clients, and the largest
number of classed ships and number six worldwide in terms of represents 1.4% of the business segment’s revenue. Key clients
tonnage (source: Bureau Veritas estimates). The Group has are:
recognized technical expertise in all segments of maritime
● shipyards and shipbuilders around the world;
transport (bulk carriers, oil and chemical tankers, container ships,
gas carriers, passenger ships, warships and tugs) and offshore ● equipment and component manufacturers;
facilities for the exploration and development of both coastal and
deep-water oil and gas fields (fixed and floating platforms, ● shipowners;
offshore support vessels, drill ships, subsea facilities). The fleet ● oil companies and Engineering, Procurement, Installation and
classed by Bureau Veritas is highly diverse, and the Group holds a Commissioning (EPIC) contractors involved in the construction
leading position in the market for highly technical ships such as and operation of offshore production units;
liquefied natural gas (LNG)-fueled vessels, LNG or liquefied
petroleum gas (LPG) carriers, FPSO/FSO floating production ● insurance companies, P&I(1) clubs and lawyers.
systems, offshore oil platforms, cruise ships, ferries, and
specialized ships.

Changes in the order book

in millions of gross registered tonnage (GRT)

18.3
17.1
13.6 14.0 14.2
12.6

7.5 6.9 6.1 6.5

5.1
1.9

Dec. 2014 Dec. 2015 Dec. 2016 Dec. 2017 Dec. 2018 Dec. 2019

New orders Order book

Changes in the Group’s in-service fleet

11,394
11,300 11,345 11,299 11,332

10,914

126.6
119.8
118.0
113.9
109.1
103.6
10000

Dec. 2014 Dec. 2015 Dec. 2016 Dec. 2017 Dec. 2018 Dec. 2019

In millions of tons In number of vessels

(1) Protection & Indemnity.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 41

1 Presentation of the Group
1.5 Presentation of business activities

A changing market
A changing regulatory environment The market for the construction of new ships
International regulations applicable to maritime safety and
is showing encouraging signs of recovery
environmental protection continue to evolve, providing The market for the construction of new ships is cyclical. Until
classification companies with growth opportunities. These include: 2008, demand was buoyed by sustained growth in the global
economy, the rise in the number of economic partners (China,
● new regulations to reduce greenhouse gas emissions for new
Brazil, Russia, and India) and increasing distances between the
and existing ships in accordance with the international
main centers of production and consumption. All maritime
conventions adopted under the aegis of the International
transport was subsequently affected by the economic crisis that
Maritime Organization (IMO) and the European Union. To
erupted in 2008. The global fleet’s tonnage capacity increased
respond to these regulatory requirements and to help
due to the delivery of orders placed before the crisis. This led to
shipowners reduce energy costs, Bureau Veritas has developed
overcapacity in transport supply, in particular in the bulk carrier
a range of dedicated services and tools;
and container ship segments, and to a fall in freight rates.
● the 2004 convention on Ballast Water Management (BWM)
After years shaped by low levels of new orders, the market rallied
adopted under the aegis of the IMO, which makes it mandatory
in 2013, buoyed by opportunistic orders placed as prices in
to obtain approval for ballast water treatment systems and
shipyards fell, despite significant residual overcapacity in the
imposes changes in ship design. This regulation came into force
market. 2014 and 2015 benefited from this rally, whereas 2016
at the beginning of September 2017;
saw a downturn in the cycle shaped by a slump in new orders. The
● the Hong Kong international convention on ship recycling, which level of orders bounced back in 2017, with contractual tonnage
was adopted in May 2009 and will come into force 24 months more than doubling that of the previous year. This positive trend
after it has been ratified by 15 States. This should represent at was confirmed in 2018, with an improvement over 2017 levels.
least 40% of the gross tonnage of the global merchant vessel However, total order volumes remain sharply down on the average
fleet; for the past 20 years.
● European ship recycling regulation, which came into force at the Volatility and uncertainty dominated 2019, with declining
end of 2018 for new ships and is due to come into force as from worldwide economic demand and geopolitical risks affecting both
the end of 2020 for existing vessels. It requires ships to have on maritime and offshore markets. In Marine, this took a heavy toll on
board an inventory of hazardous materials (IHM); new orders across the globe. Shipowners faced sharp fluctuations
in charter prices for oil tankers and dry bulk carriers, as well as
● regulations applicable to ships for inland navigation
uncertainty as to the best response to the OMI 2020 regulation,
transporting hazardous materials. Bureau Veritas is one of three
which limits sulfur content in fuel oil used on board ships. The
classification societies recognized by the European Union;
resulting “wait-and-see” attitude affected new orders. Bureau
● the new International Association of Classification Societies Veritas expects that the market will return to growth in the
(IACS) unified requirement concerning on-board use and second half of 2020, once visibility over prices for IMO-compliant
application of computer-based systems, which came into force low-sulfur fuel has increased and shipowners can make informed
on July 1, 2016; choices about their response going forward.
● a global move towards a “safety case” system, which is However, orders taken by Bureau Veritas in 2019 were above
emerging for the offshore industry and requires the expertise of market levels in terms of both volume and market share. New
an independent verification body; orders increased thanks to the Group’s positioning in the
fastest-growing market segments such as gas carriers, passenger
● Regulation (EU) No. 2015/757 of the European Parliament and ships including expedition cruises and eco-friendly ferries, and all
of the Council of the European Union dated April 29, 2015 on types of vessels powered by LNG or other proprietary propulsion
the monitoring, reporting and verification (MRV) of carbon solutions. Bureau Veritas thereby confirmed its dominant position
dioxide emissions from maritime transport, which came into in LNG-fueled and LNG bunkering vessels. Regular transfers of
force on July 1, 2015. Monitoring plans were submitted for class also helped boost demand.
verification in 2017 while emissions reports are to be submitted
for verification in 2019; Offshore markets saw volatility in oil prices but stability in
investments, confirming the cautious optimism observed by
● the IMO Guidelines for Ships Operating in Polar Waters, or Bureau Veritas at the beginning of the year. The offshore
“Polar Code”, which came into effect on January 1, 2017; windfarm sector continued to generate attractive opportunities,
● the IMO Data Collection System (DCS) regulation concerning with Bureau Veritas securing two projects with Jan de Nul,
carbon dioxide emissions from shipping activities, which came including one for a state-of-the-art offshore jack-up installation
into effect in 2019; vessel.
● Annex VI (amended) of the MARPOL convention, which reduced Offshore operators and shipowners are under increasing pressure
the maximum worldwide sulfur content of fuel oil used by ships to control costs. Against this backdrop, Bureau Veritas is
to 0.50% (from 3.50% previously) as from January 1, 2020. concentrating on two key areas:
● digitalization; and
● high value-added services.

42 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 1
Presentation of the Group
1.5 Presentation of business activities

Digitalization and the development of a high value-added service offering

Digital innovations focused on performance Partnering the Group’s clients beyond
Bureau Veritas Marine & Offshore continues its digital
the regulatory and compliance field
transformation. The Group offers its clients new services allowing Developing high value-added services remains an important
them to address new challenges or risks, while at the same time avenue for growth for Bureau Veritas Marine & Offshore. These
leveraging digital opportunities to enhance client experience and activities harnessing earlier acquisitions (HydrOcean,
its own operational efficiency. MatthewsDaniel, TMC Marine and MAC) have allowed the Group
to widen its portfolio of services and increase the number of
In 2019, the Marine & Offshore business continued to digitalize,
clients it is able to serve.
launching new solutions such as Veristar Equipment, a digital
platform that simplifies the equipment certification process, and In 2018, the division launched Bureau Veritas Solutions Marine &
Optimum Survey Planning, which optimizes client survey planning Offshore to consolidate this range of services under a common
and visits. Bureau Veritas also continued to develop its existing banner. Objectives include providing stronger support to Group
digital solutions, notably helping its clients to comply with new clients with regard to changes in regulations, particularly
environmental regulations. environmental regulations (identification of hazardous materials,
management of ballast water, monitoring of emissions). These
The year also saw the roll-out of electronic certificates for all
changes create new needs in terms of preparing relevant
facilities that have opted for the solution. Bureau Veritas issued
compliance strategies and optimizing the necessary measures to
more than 1,500 electronic certificates in 2019.
be rolled out. Lastly, Bureau Veritas Solutions Marine & Offshore
Together with Naval Group, Bureau Veritas Marine & Offshore also looks to assist its clients during the shipbuilding phase
launched a 3D classification process using Dassault Systèmes’ (engineering, risk analysis) and throughout the life of the asset,
3DEXPERIENCE platform. The process uses a single 3D model to using new digital tools.
enable the direct exchange of digital information, reduce the
2019 was the first full year of operations for Bureau Veritas
number of necessary iterations, improve collaboration and thereby
Solutions. This company’s clear business purpose – to provide
significantly reduce review times for approving a design. All
technical advice, asset management and insurance – has won
comments and iterations can be tracked, acted upon and
over the Group’s clients. Bureau Veritas has reported strong,
reviewed in real time. The pilot design review phase with Naval
growing demand for services, as shipowners and operators look to
Group was completed in 2019, and the 3D classification process is
experts to improve the performance of their assets.
now focused on construction. Other pilot projects are in progress
in Europe and Asia.
The Group is also actively studying new technologies, such as
drones or remote video inspections, aimed at improving service
lead times while reducing risks for inspectors and crews.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 43

1 Presentation of the Group
1.5 Presentation of business activities

1.5.2 Agri-Food & Commodities

GROUP REVENUE GROUP ADJUSTED OPERATING PROFIT

23 % 19%
Agri-Food & Agri-Food &
Commodities Commodities
2019
2019

The Commodities business provides a wide range of inspection

and laboratory testing services in three main market segments: Oil REVENUE BY BUSINESS SEGMENT
& Petrochemicals, Metals & Minerals (including coal) and
Agri-Food. The Group has a diversified business portfolio covering
all commodities at each stage of the production cycle
(exploration, production and trade), and operates in many
14 %
Government Services
geographic regions. The Group also offers Single Window
inspection services to governments (primarily in Africa) in order to
facilitate and support the growth of international trade. 36%
Oil &
This balanced portfolio enables Bureau Veritas to weather cycles Petrochemicals
related to fluctuations in trading volumes and capital expenditure
and to assist its clients throughout their projects, from exploration 22 %
2019
Agri-Food
and production to shipping, processing and recycling. For
Agri-Food, the Group works with blue chip clients of all the value
chain, from harvesting grain and marine resources to
manufacturing complex food products such as infant formula, as
well as operating global foodservice and retail brands. All the
services offered by the Agri-Food & Commodities business also
maximize the synergies within the Group across the global
network of testing laboratories. 28%
Metals & Minerals
The Agri-Food & Commodities business is reported in the Group’s
CIF division, which is managed by Global Service Lines.

44 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 1
Presentation of the Group
1.5 Presentation of business activities

Oil & Petrochemicals These services can be split into two categories:

The Group provides inspection and laboratory testing services for Exploration and production-related services or
oil and petrochemical products, including crude oil, gasoline, light “Upstream services” (around 60% of Metals &
distillates, heavy distillates and petrochemicals.
Minerals revenue)
The segment is mainly focused on the inspection and testing of
The Group provides laboratory testing services, including sample
bulk cargoes, generally during their transfer from production sites
preparation, geoanalytical testing along with metallurgy and
to the world’s major oil refining and trading centers. Cargo
mineral tests. These tests provide mining companies with crucial
inspection services can assist in providing assurance that valuable
information at the different stages of their operations:
bulk commodities are delivered within contractually agreed
specifications and limits, avoiding contamination and reducing ● during the exploration phase, business activity and sample
losses. volumes are supported by favorable long-term outlook for key
metal prices. At a local level they can also be strongly
The Group also offers laboratory testing services with oil
influenced by local currency exchange rate versus the US dollar.
refineries, pipeline managers and other market players now
A positive outlook leads clients to increase spending on
outsourcing these activities. Laboratory analysis by an
greenfield and brownfield exploration; to develop new mines or
independent body is an essential means by which oil industry
expand existing projects – all of these investment decisions
players can be sure that products comply with industry standards.
require significant volumes of laboratory testing data;
The Group also offers its clients high value-added adjacent
● during the production phase, many mining companies have
services such as crude oil assays, LPG services, cargo treatment,
outsourced their recurrent testing requirements to Bureau
bunker quantity and quality surveys, biofuel certification, lube oil
Veritas. This often requires provision of sampling and testing
analysis and measurement services. The acquisition of Maxxam
services on location at the operating mine site to provide rapid
has strengthened Bureau Veritas’ position in natural gas, bitumen
turnaround of resource grade control and other production
and oil sands analysis.
samples. Specialized metallurgical testing is also an important
Most of the activity relates to trade volumes of oil and service, typically offered from Bureau Veritas’ larger hub
petrochemicals, which are dependent on the end consumption of laboratories in Australia and Canada.
these products. Maxxam’s businesses are chiefly related to
production volumes in the upstream and midstream segments,
notably for oil sands.
Inspection and testing services relating to
international trade (around 40% of Metals &
Minerals revenue)
Extensive global coverage and a key presence
in major refining centers Bureau Veritas is a market leader in the Metals and Minerals Trade
sector. This covers the entire supply chain from the point at which
The Group has a global network of laboratories and qualified Oil & a mineral leaves its original mine site through to the time when it
Petrochemicals measurement and inspection experts. becomes part of a manufactured product, and in some cases it
extends into the recycling stage of the metal’s life cycle.
The business is managed from three strategic locations: Houston,
Singapore and London. These locations are major Oil & This business is strongly linked to the physical movement of the
Petrochemicals trading centers and headquarters for many of the traded commodities and the perceived risk level of the
major oil companies and traders. Additional support is provided by transaction.
other key locations in Moscow, Rotterdam, Shanghai, Geneva,
Buenos Aires and Dubai. Maxxam’s activities are managed from its Trade-related inspection and testing services verify and certify the
base in Toronto, Canada, while the laboratories are located in the quantity and quality of commodities as they move through the
Alberta and Saskatchewan regions. supply chain. Through these services, Bureau Veritas informs its
clients how much metal is there, enabling them to agree on its
commercial value. Major clients include traders, mining companies,
smelters and metal refiners, thermal power generators, banks,
Metals & Minerals finance providers, and recyclers.
Bureau Veritas’ trade business is present in all the world’s key
The Metals & Minerals segment provides a wide range of
locations, with eight strategic hubs in London, Singapore,
inspection and laboratory testing services to the mining and
Shanghai, Perth, Santiago, Lima, Vancouver and Houston. These
metals industries, covering raw materials coal, iron ore, base
locations are major trading centers and headquarters for many of
metals, bauxite, gold, uranium and processed products, coke and
the major mining companies, banks and traders. Additional
steel, copper cathodes and bullion.
support is provided by other key locations in Moscow, Rotterdam,
Geneva, Jakarta, Johannesburg, and Dubai.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 45

1 Presentation of the Group
1.5 Presentation of business activities

Leading-edge laboratories
Bureau Veritas has world-class facilities in all of its Metals & Bureau Veritas’ agri-commodities trade business is present in all
Minerals activities. The reputation for quality of service, technical the world’s key locations, with eight strategic hubs in London,
excellence and innovation cultivated by the Group over the years Paris, Geneva, Sao Paulo, Moscow, Singapore, Shanghai and
allows Bureau Veritas to offer high quality service across all Houston. Additional support is provided by other key locations in
laboratories and inspection facilities around the globe. Rotterdam and Dubai.
In Brazil, Bureau Veritas laboratories provide testing services to
cotton producers, enabling farmers and cotton processors to
Agri-Food establish the key parameters of fiber length, strength, micronaire
and color grade – and agree commercial value for their production.
Bureau Veritas intends to be a leading provider of inspection and The service is part of traceable sustainability programs offered to
laboratory testing services to the agriculture and food industries, the grower, trade and retail industry.
covering the entire supply chain, from farm to fork.
These services can be split into three categories: Food inspection and testing
Key analyses chiefly cover veterinary drug residues, pesticides,
Upstream agricultural services heavy metals, organic contaminants, nutritional testing, allergens,
colorants and dyes, GMOs, species identification, along with
Bureau Veritas provides inspection and testing services during the microbiological, chemical and environmental-type analyses for a
growth and harvesting stages of the agricultural crops. The Group series of foodstuffs. Bureau Veritas’ global network of food testing
is present in many of the world’s main farming regions, providing laboratories provide both routine and high-end expert services to
clients with the data they need to make informed decisions, local and global customers on all continents.
leading to more efficient growing practices and contributing to a
more sustainable and productive agriculture supply chain. Bureau Veritas’ global network of food safety experts carry out
visual inspections of finished food products for quality and
Crop monitoring is a prime example of upstream agri services. The quantity checks, making sure its clients’ products are safe, healthy
world is experiencing a new agricultural revolution with new seed and fresh. The Group is also combining food safety and brand
varieties, crop protection technologies and digitalization driving standards inspections in large retail and foodservice networks.
big increases in the productivity of available farm land. Bureau
Veritas is mapping planted areas using ground-based New innovative services, developed by Bureau Veritas in
investigations, supplemented by drone and satellite data. Bureau cooperation with selected key partners, are changing the way
Veritas’ data is provided to farmers, traders, banks and input food safety and quality are approached throughout the food value
suppliers enabling them to monitor the performance of their chain. These digital solutions allow to improve traceability,
products and maximize the efficiency and payback. transparency and safety in order to raise client and consumer
trust levels.

Agricultural commodities inspection and testing

Agri-commodities include grains, oilseeds and vegetable oils, Government services
cotton, softs, animal feed, chemical feedstock and other
by-products. Bureau Veritas’ network and services cover
origination to destination and all points in between.
A comprehensive and diversified portfolio
of services
Inspection services maximize control at every step in the supply
chain, from inland production and storage sites, to export The Government services business provides merchandise
terminals, vessel hold and hatch surveys to loading and discharge inspection services (finished products, equipment, commodities) in
supervision. connection with international trade transactions. These services
are intended for governments (customs authorities, port
Grading and laboratory analyses determine product quality and authorities, standards organizations, etc.), exporters, importers,
phytosanitary condition. intermediaries, banks, and international organizations managing
Trade-related inspection and testing services verify and certify the development aid programs (the European Union, the World Bank,
quantity and quality of agri-commodities as they move through and the International Monetary Fund).
the supply chain. These services provide the Group’s clients with In the context of these programs, the Verigates client portal
data to enable them to agree on commercial value. Major clients enables foreign trade operators and government authorities to
include traders, buying organizations, banks and finance providers. confidentially track inspection records step-by-step through to
delivery of the certificate on a dedicated secured web platform
available round-the-clock.

46 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 1
Presentation of the Group
1.5 Presentation of business activities

Bureau Veritas offers governments a range of services from Established presence with major companies
Pre-Shipment Inspection (PSI) to contracts for inspection by
scanner. These services are designed to guarantee due recovery of
and governments
import taxes and also to fight illegal imports and terrorism.
However, as mandatory PSI contracts are set to disappear in the Bureau Veritas enjoys long-standing relationships with the leading
short term, the Group offers governments mainly Verification of operators in the oil, mining, Agri-Food processing and retail
Conformity (VOC) contracts of imported merchandise with industries, as well as with the leading commodity trading
existing regulations and standards, which are intended to prevent companies.
unfair competition and fraudulent imports of non-compliant, The Group is considered a global leader in government services,
counterfeit or poor quality products. This service (VOC) now with recognized know-how and expertise in the market built up
represents the main part of revenue generated from Government over more than 30 years.
services.
The Group also offers national Single Window foreign trade
services, which are intended to facilitate and optimize the flow of Solid competitive advantages
import-export and transit or transshipment transactions by
offering a secure electronic platform for customs and port The Group believes that its leading position is based on the
communities aimed at the entire community of domestic following competitive advantages:
stakeholders of international trade (public and private sectors).
● a global presence, with significant exposure to key geographies
Lastly, the Group is also positioned in public service delegation and high-potential economies;
contracts, such as the theory test for driving license applicants in
France (Code’nGO!) or control of gas stations for metering and ● strong leadership positions in all commodities segments with
quality. recognized multi-sector technical expertise;
The Group is engaged in consulting activities for European Union ● high-level technical laboratory capabilities in key locations;
project funding. ● a dense and stable network of inspectors, laboratories and test
In the field of international trade, Bureau Veritas provides a broad centers, allowing a reduction in costs and project completion
spectrum of inspection services. These services aim to offer time;
independent inspections to verify the compliance and quantity of ● the ability to put in place new programs very quickly worldwide
shipments (commodities, consumer products, equipment). Clients in the field of government services; and
include governments, exporters, importers, intermediaries, banks,
and international organizations managing development aid ● long-standing relationships and a good reputation with major
programs (the European Union, the World Bank and the players in the Commodities and Agri-Food sectors and with
International Monetary Fund). governments in the government services sectors.
There are also important synergies within the Group in terms of
A changing market sharing the global network of testing laboratories, particularly
between the Agri-Food & Commodities and Consumer Products
The increase in international trade since the early 1980s has segments.
generated strong demand for trade inspections and verifications.
However, due to new liberalization rules issued by the World Trade
Organization and the reduction in customs duties in most A leading position built through acquisitions
countries, traditional PSI controls appear less strategic for the
countries concerned and are gradually being replaced by
Today, the market for commodities testing and inspection is fairly
Verification of Conformity (of products with standards) contracts.
concentrated. Bureau Veritas has played an active role in the
The drivers of growth for this business are the increasing number consolidation of this sector.
of contracts for inspection by scanner, services related to the
Since 2007, the Group’s Commodities business has expanded
verification of products’ conformity with standards, and other
through a series of acquisitions in Australia (CCI, Amdel), Chile
services related to facilitating trade, in particular the national
(Cesmec, GeoAnalitica) and South Africa (Advanced Coal
Single Window.
Technology). In September 2010, the Group took a decisive step
with the acquisition of Inspectorate, a global leader in the
inspection and analysis of commodities (oil, metals and minerals,
and agricultural products). Following this acquisition, the Group
gradually deepened its footprint in Canada (ACME Labs, OTI
Canada Group) before becoming no. 1 in oil analysis services on
this market with its acquisition of Maxxam Analytics finalized in
2014. In 2014, Bureau Veritas also continued to expand in North
America after its acquisition of US-based Analysts Inc., a specialist
in oil condition monitoring. In 2018, Bureau Veritas added to its oil
analysis platform through the acquisition of a majority
shareholding in Lubrication Management SL one of Europe’s
leading oil testing organizations from IK4-TEKNIKER.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 47

1 Presentation of the Group
1.5 Presentation of business activities

Bureau Veritas believes it is ranked third worldwide in Oil & Oil & Petrochemicals product analysis. The Group continues to
Petrochemicals inspection and testing and that it is one of expand in this segment, reinforcing its market share in inspections
two international operators offering the full range of inspection and testing of marine cargo by deepening its geographic footprint
and testing services at all stages of the cycle (exploration, and opening new sites. The Group’s strategy is also to develop its
production, international trade) for all minerals. laboratory testing for lube oil, marine fuel and natural gas, and to
manage laboratories outsourced by clients.
Growth in the Agri-Food segment has been fueled by acquisitions.
In 2016, the Group became the leader of the food testing market In the Metals & Minerals segment, Bureau Veritas’ priority is still to
in Australia, following its acquisition of DTS which also provide a coherent, comprehensive offer, develop new services
strengthened its leadership in servicing the dairy industry. In late and optimize the Group’s geographic presence. Its ambition is to
2016, Kuhlmann Monitoramento Agrícola Ltda (KMA) was increase its market share in trade-related inspections and in
acquired, marking a move into the Brazilian upstream agri market. testing services through an expanded network leveraging its
This was followed by the acquisition of the Schutter Group in expertise and strong client relations.
March 2017. These two acquisitions helped move Bureau Veritas
In Agri-Food, the Group’s aim is to become a world leading player,
towards a leadership position in the important Brazilian
rounding out its offering to ensure it is present at every stage in
agri-commodities market. In 2018 and 2019, Bureau Veritas
the industry’s supply chain. Bureau Veritas will strengthen and
continued to expand its geographic footprint in Asia by acquiring
carve out positions at the world’s biggest agri-commodity import
Shandong Cigna Detection Technologies and Shenzhen Total Test
and export locations, and also intends to develop its global
Technologies in China, Permulab in Malaysia as well as Food and
network of high-level food testing laboratories. Bureau Veritas is
Environmental Analysis Center (FEAC) in Japan. Bureau Veritas
presently the leading agri inspection business in Brazil, a world
advanced its leading position in Africa with the acquisition of
leader in rice inspections, and the market leader for food testing in
Labomag in Morocco. In 2019, the creation of the Bureau Veritas
Canada, Australia, South East Asia, and South America. The Group
Asure Quality joint venture allowed the Group to consolidate its
is actively investing in new laboratory facilities in North America
leading position in South East Asia, thanks to a highly integrated
and China to support the growing demand of large clients for a
network of labs in Singapore, Malaysia, Vietnam and Thailand. The
comprehensive and global offer. The TIC market for Agri-Food
Group also acquired Q Certificazioni (around €2 million in revenue),
should see vigorous growth driven by population increase, the
an independent certification body specializing in organic food
globalization of the food supply chain, more stringent regulations
certification, based in Italy. Throughout this period, the growth of
and rising consumer demand in terms of quality and product
Bureau Veritas in Agri-Food was also fueled by solid organic
traceability.
growth on a global scale, demonstrating the Group’s ability to
accelerate the growth of the acquired testing platforms. In terms of government services, the Group’s strategy is based on
supporting the transition to Single Windows as per
recommendations by international organizations encourage
governments to set up secure web platforms to restructure and
A strategy focused on geographic expansion simplify government services. It also aims to develop public
and an enriched portfolio of services service delegation contracts in order to optimize State resources
(for example: the Code’nGO! theory test website for driving license
The recent economic environment defined by low oil prices and a applicants) and improve the tax collection process (for example,
rise in trading of crude and refined products has been a boon to gas station controls).

48 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 1
Presentation of the Group
1.5 Presentation of business activities

1.5.3 Industry
GROUP REVENUE GROUP ADJUSTED OPERATING PROFIT

2019 2019

17%
Industry

22%
Industry

A portfolio of services covering the entire ● independent third-party certification of equipment, facilities
and projects, in accordance with regional, national or
asset lifecycle international regulations and standards;
Bureau Veritas supports its industrial clients by conducting ● services related to production continuity and asset integrity
conformity assessments for equipment, assets and processes management during the operation phase (Opex) in order to
throughout the entire life of any types of industrial facilities. This optimize asset performance, reduce risk and minimize costs.
involves assessing the conformity of equipment, the reliability and These services include regulatory and voluntary inspections and
integrity of assets, the safety of processes and their compliance audits during the operation of industrial facilities, asset
with client specifications, as well as with national and management solutions, non-destructive testing and
international regulations and standards. measurement of fugitive emissions;
The solutions offered by Bureau Veritas fall into four main ● HSE services for industry, technical training of staff, and the
categories: delivery of qualifications relating to technical standards and
client specifications.
● services for industrial projects during the engineering,
procurement and construction phases (Capex), including design
review, risk and safety studies, reliability studies, shop and
on-site inspections, from feasibility to commissioning;

Decommissioning or handover Feasibility and engineering

Risk analysis Risk analysis
Technical due diligence Reliability studies
On-site supervision Design review and approval
Operational safety
6 1
CAPEX
OPEX

Modification Procurement
Management of change verification Supplier assessment
Fitness for service 5 Equipment certification
Lifetime extension Shop inspection

Operation 4 3 Construction
QHSE management services Code compliance
Asset integrity management services On-site supervision
Periodic inspection Operational safety

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 49

1 Presentation of the Group
1.5 Presentation of business activities

Broad coverage of industrial markets REVENUE BY GEOGRAPHIC AREA

Bureau Veritas’ Industry services cover many different sectors,

including Oil & Gas (upstream, midstream, downstream),
representing around 36% of revenue in 2019, as well as Power & 21%
Utilities (nuclear, thermal and renewable energies, gas for urban
South
America
23 %
Europe
supply, water supply systems and waste management), Chemicals
and Processing (cement, paper, etc.), Manufacturing (equipment,
machines and modules), Metals & Minerals, Transportation and
Logistics (aeronautics, rail, terminals, port facilities,
containers, etc.) and Automotive.
2019
In the Automotive sector, Bureau Veritas offers a portfolio of
services covering the entire supply chain, from automaker to end
user (damage inspection on new vehicles, inventories of vehicles 22% 14%
Africa,
at car dealers and of agricultural machinery, mandatory technical North Middle East
inspections of used vehicles, vehicle insurance damage America

inspections, etc.).
20%
Asia Pacific
A fairly diversified client base
Bureau Veritas serves a wide range of industrial firms across the
value chain: asset owners and operators, engineering firms
(EPIC contractors), construction companies and equipment
manufacturers. The Group acts as an independent third-party Key market growth factors
player, second-party inspector, technical consultant or external
contractor for managing the QHSE and code compliance aspects The market for TIC services for Industry is highly fragmented due
of a given project. to the diversity of end markets, and is defined by a large number
Bureau Veritas’ clients are large international corporations of local firms and few large global players. The Group believes it
operating worldwide and regional leaders of various sectors, as was the world’s leading provider of industrial inspection and
well as a considerable number of small local firms within each certification services in 2019.
country. The Group provides an effective response to the needs of The factors Bureau Veritas sees as driving market growth are as
its clients through a targeted sales and marketing strategy, with follows:
the Group’s global network ensuring that each client receives the
same high-quality service. To deliver on its mission, Bureau Veritas ● the number of industrial projects and the development of new
has cutting-edge IT systems and tools, along with robust internal regions and industries: Bureau Veritas believes that
quality and risk management systems. investments in industrial facilities and infrastructure will remain
significant, particularly in high-potential economies. Most
The Group’s biggest client in its Industry business operates in the sectors should benefit from this trend including Oil & Gas,
Oil & Gas sector and accounts for around 4% of divisional revenue. which has seen recovery in exploration & production and
downstream sector projects. The development of new
industries such as renewable energies, high-speed rail and
A global presence and significant exposure to urban transport also offers new growth opportunities for the
TIC market;
high-potential regions
● opportunities regarding existing assets (Opex services): amid
Bureau Veritas’ Industry business is present across the globe. The tighter financial conditions, industrial players are looking to
Group is active in all major industrial countries (France, Australia, prolong the life and use of their existing assets while reining in
the United States, Italy, the United Kingdom, Germany, the operating costs. Certain clients are reconsidering outsourcing
Netherlands, Spain, Japan, China, Latin America and the Middle control and inspection activities, thereby giving rise to new
East) and high-potential regions (India, Africa, South East Asia and opportunities for growth. Industrial facilities are also equipping
the Caspian Sea countries). themselves with more and more sensors and IoT devices,
opening doors to the TIC industry for new services. All sectors
The Industry business is reported in the Group’s CIF division, which including Oil & Gas are benefiting from this trend;
is managed by Global Service Lines.

50 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 1
Presentation of the Group
1.5 Presentation of business activities

● more and increasingly stringent regulations and standards at A strategy focused on diversification,
both regional and international level, along with the globalized
nature of the supply chain, are making the operational
balancing Capex and Opex services, and more
environment increasingly complex for industrial firms. Besides, recurrent businesses
Bureau Veritas strongly believes that it has an important role to
play in emissions reduction and will therefore roll out its fugitive The Group will leverage its top-ranking position on the global
emissions monitoring services through the Group; market for inspection and asset management services for industry
in order to continue diversifying its industry exposure and
● the growing emphasis placed on safety and environmental increasing its market share in Opex services.
risks, along with sustainable development issues in general,
owing to their significant impact on a company’s brands and In terms of diversification, it has identified key markets such as
reputation; Power & Utilities, Transport, Automotive and Chemicals, offering
significant growth potential.
● new digital tools/technology solutions (sensors, drones and
other robotics) such as a cloud-based platform combining To improve the recurring nature of its businesses, Bureau Veritas
automated data collection and artificial intelligence techniques has rolled out an initiative to develop Opex services, particularly
to bring continuous industrial risk management/integrity for the Oil & Gas, Power & Utilities, and Chemicals sectors. To
assessment to a new level for asset owners. This means, in the meet this objective, the Group will use and replicate the
coming years, that the industry will switch from prescriptive Capex/Opex model which it has successfully rolled out in other
inspection and maintenance regimes to predictive ones. businesses, with key account management in particular helping to
increase its market share with existing clients. New services
related to digital asset management should also help capturing
recurring business and securing long term client relationships.
The automotive market is having to contend with several
deep-seated trends, including the relocation of production and
consumption to emerging countries and the fundamental shift to
“smart” cars and electric technologies. These trends will generate
additional needs for TIC services. Bureau Veritas has built a robust
presence in supply chain services, electronics and connectivity
over the last six years. It aims to leverage these key areas of
expertise and further round out its portfolio of services to become
a recognized player in this sector.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 51

1 Presentation of the Group
1.5 Presentation of business activities

1.5.4 Buildings & Infrastructure

GROUP REVENUE GROUP ADJUSTED OPERATING PROFIT

2019
2019

27 %
Buildings
& Infrastructure 25 %
Buildings
& Infrastructure

Bureau Veritas services in Buildings & Infrastructure cover the REVENUE BY GEOGRAPHIC AREA
entire life cycle of the different assets, from planning and design,
through procurement of components, equipment and services to
construction and operation and Project Management. In other
4% 3 %
words, the Group is operating from the capital expenditure Africa, Middle East
South America
(Capex) through operational expenditure (Opex) phases.
In particular the Group’s services comprise two main areas of
specialization:
15 %
North America

● “In-Service Inspection & Verification” (around 55% of divisional

revenue) focusing on the periodic inspections required by
regulations of the different equipment or assets, on 2019
tests/diagnoses/monitoring services related to the Health &
Safety of building occupants, and on asset management
solutions to optimize properties management;
55%
23% Europe
(o/w France 42%)
● “Construction services” (around 45% of divisional revenue) Asia Pacific
(o/w China 15%)
providing independent technical assistance, control and
supervision at the planning, design construction and operation
stages, as well as project management assistance.
“In-Service Inspection & Verification” services are related to Opex
while “Construction” services are mainly related to Capex.
The Buildings & Infrastructure business is reported in the Group’s
CIF division, which is managed by Global Service Lines.

52 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 1
Presentation of the Group
1.5 Presentation of business activities

In-Service Inspection & Verification (Opex)

A portfolio of services aimed at improving A market that benefits from structural growth
the quality, safety and performance drivers
of Buildings and Infrastructure in operation
The growing global market for In-Service Inspection & Verification
Bureau Veritas’ mission is to provide independent assistance to is driven by:
clients such as asset owners, operators and managers, in order to ● ongoing growth in global real estate;
help them reach their performance, safety and regulatory
compliance objectives when operating their real estate assets, by ● the growth of high-potential markets, where the emergence of
reference to the best international practices. the middle classes resulted in more demanding expectations in
terms of quality of life and the performance of buildings and
Bureau Veritas designs a suite of services tailored to the needs of facilities;
its clients and their environment (the type of parties involved,
local regulations, operating and maintenance techniques), using ● the development of new technologies for buildings and facilities
the best inspection, testing, critical data analysis and online and their operation; and
reporting tools. The Group has an international network of experts ● the outsourcing by public authorities of certain mandatory
in various fields including structure, envelope, electrics, fire safety, building and facility inspections.
air conditioning, heating, elevators and lifting equipment, pressure
equipment, indoor air/water quality and acoustics. The In-Service
Inspection & Verification services are recurrent, owing partly to
the periodic inspections required by regulations and partly to the A strategy focused on geographic expansion,
fact that the condition of an in-service real estate asset changes innovation and productivity gains
on an ongoing basis and therefore requires regular inspections. As
a result, most of the Group’s business comes from multi-year
contracts or contracts that are renewed from year to year.
Continuing to improve the geographic balance
The service offering covers all types of buildings and facilities, The Group has built a solid network in the main high-growth
particularly residential buildings, commercial buildings (offices, countries. It has developed its presence by supporting the
hotels, hospitals, stores and supermarkets, logistics warehouses, international expansion of key international accounts and by
industrial buildings and multipurpose complexes) public buildings offering solutions for local markets. These include developing
and sports and leisure facilities. voluntary services in the Chinese market for large global clients,
fire safety inspections in shopping malls in Brazil, and factory
The service also includes inspections of all types of equipment and inspections in India and South East Asia for the subcontractors of
assets related to infrastructure segments like road, rail, port, large international retailers.
logistics center and airport.
The Group has global coverage of in-service inspection and Developing services focused on performance
verification services. It mainly operates in mature countries management assistance for real estate assets
(France, the United Kingdom, Spain, the United States and Japan),
but has also developed an important presence in certain Bureau Veritas participates in projects that require data
high-potential markets in recent years (China, Brazil, India and the processing capacities (big data) and new systems that collect
United Arab Emirates). information using sensors and IoT. The Group has therefore
adapted its knowledge-sharing, technical support and connected
tablet reporting tools for its technicians and engineers, as well as
for its clients, by making the data available online and interfacing
World leader it with maintenance management tools.

The Group believes that it has a number of advantages that have The Group is also developing specific inspection schemes based on
enabled it to carve out a position as global leader of the In-Service Remote Connected Assistance Devices that are allowing its staff
Inspection & Verification market: to interact with one another remotely and to improve the capacity
of inspectors in the field.
● it is able to provide a comprehensive offering both to local and
international clients, leveraging its broad geographic coverage
and the diverse technical capabilities of its local teams, which Service quality excellence and improved
allow it to offer a full range of mandatory/voluntary inspection profitability
services;
Optimization of the services portfolio and the roll-out of “Lean”
● it is involved in the construction phase for certain assets, management has led to a significant improvement in the quality of
making it ideally placed for in-service work; services and profitability in certain key countries. The aim is to
continue these efforts and to deploy these best practices in all
● it boasts unrivaled technical expertise based on leading-edge countries.
methodological tools and technologies. The use of an integrated
suite of tools has raised the quality of the service provided to
clients; and
● its established position in the market gives it access to
historical data and statistics that are used to improve collective
knowledge.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 53

1 Presentation of the Group
1.5 Presentation of business activities

Construction (mainly “Capex”)

A portfolio of services aimed at improving ● stricter sustainable development requirements in mature
economies;
the quality, safety and performance
of construction projects ● regulatory changes;
● new construction methods, particularly Building Information
Bureau Veritas’ mission is to provide independent assistance to Modeling (BIM), prefabrication and increased automation of
clients such as supervisory authorities, developers, investors, construction processes.
architects, engineers and construction firms, and help them attain
the quality, safety and performance objectives for their projects
while complying with regulations and the best international
standards. A strategy focused on improving
Bureau Veritas builds a range of services tailored to the needs of
the geographic balance of activities and
its clients and their environment (project development, local developing an innovative portfolio of services
regulations, design and construction techniques), combining the
best design review and testing techniques for the production and Bureau Veritas is currently a leading player in the construction
pre-production phases and the best calculation, supervision and market. To continue growing, it is rolling out the model it
project management tools. The Group has an international successfully developed in mature markets – particularly in Europe
network of experts in all infrastructure and buildings segments – to regions with high potential, and expanding its innovative
with high professional experience in several technical fields service offering.
including geotechnics, foundations, cement, asphalt, steel, wood
and mixed woods, seismology, vibration, fire safety, facades,
vulnerability analysis, waterproofing, air conditioning, heating,
Geographic expansion supported by a strong
electrics and elevators. record of acquisitions
The portfolio of services covers all types of buildings and The Group has built up a solid network in the main countries with
infrastructure, particularly residential buildings, commercial strong growth potential. In China, the Group has developed
buildings (offices, hotels, hospitals, stores and supermarkets, regulated businesses thanks to its 2012 acquisition of Huaxia, its
logistics warehouses, industrial buildings, multipurpose acquisitions of Shangdong Chengxin and Shanghai TJU
complexes), public buildings, road and highway, rail, port and Engineering Services in 2015, and its voluntary Project
airport infrastructure, and sports and leisure facilities. Management Assistance assignments. In 2016 and 2017, the
Group further expanded its footprint in China, acquiring Chongqing
In order to limit exposure to the cyclical nature of construction Liansheng and Shanghai Project Management.
markets, the Group is rebalancing its positioning between mature
and high-potential countries, and has developed complementary In 2014, the acquisition of Sistema PRI bolstered the Group’s
asset management-related services such as building and presence on the facilities market in Brazil and has since helped this
infrastructure inspection and monitoring, technical and business expand into other South American countries.
environmental audits, energy audits and assistance in obtaining Following the late-2017 acquisition of Mexican company INCA,
“green” building certification. This strategy enabled the Group to the Group has created a multidisciplinary B&I platform in northern
mitigate the impact of the construction crisis in Europe and Latin America, including a highly recognized specialization in both
France, which remains one of the Group’s main markets. Capex and Opex highway services.
Bureau Veritas operates in mature countries, France, the United The Group’s position in the United States has also been
States and Japan. It has also strongly expanded its presence in a strengthened with the acquisition of Primary Integration Solution
number of high-potential markets such as China, India, Brazil, in 2017, leader in building commissioning and operational risk
Singapore, Russia, the United Arab Emirates, Saudi Arabia and management services for data center facilities. The Group is also
several countries in Africa. publishing a guideline about certification of data centers.
In particular, China is today one of the largest countries in Bureau Veritas has also reinforced its presence in Australia with
Construction services for Bureau Veritas with more than 3,000 the acquisition at the end of 2017 of McKenzie Group, the
engineers and technicians located in 30 Chinese cities. Australian leader in mandatory property compliance services.
In March 2018, Bureau Veritas acquired EMG (around €70 million
in revenue), a provider of technical assessment and B&I project
A global leader in compliance assessment management assistance services in the United States. The latter
for the construction market (i) brings the Group new expertise with a sizeable platform for
technical assessment and project management assistance in the
Although local by definition, compliance assessment for the United States and (ii) enhances its growth profile and resiliency by
construction market reflects certain key global trends such as: increasing its Opex exposure (90% of EMG’s revenue comes from
Opex-related services).
● the increasing urbanization of high-potential countries, which
has given rise to “mega cities” and major infrastructure needs;
● the emergence of the middle classes in these countries, which
has resulted in more demanding requirements in terms of
quality of life and performance of buildings and facilities;

54 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 1
Presentation of the Group
1.5 Presentation of business activities

In 2019, the Group remained active in terms of acquisitions with Assisted by its main clients, Bureau Veritas developed Building in
the acquisition of Capital Energy (€23 million in revenue), a OneTM, a cloud-based information exchange platform. This
company providing consulting and support services for white manages building-related data by creating a virtual building that
certificate eligible projects in France. Its customer base comprises can be accessed by all stakeholders in the property chain.
energy suppliers and large retailers. Capital Energy also helps
As for the infrastructure asset management services, the Group in
housing associations, local authorities, industry, and building
Brazil is performing an integrated technical assistance to one of
contractors to implement energy efficiency programs. The Group
the largest highway concessionaire in the country for monitoring
also acquired Owen Group (€7 million in revenue), a US regional
and controlling the status of the different assets comprising the
leader in buildings and infrastructure compliance services
highway infrastructure. Bureau Veritas’ advanced digital Project
including ADA accessibility compliance, deferred maintenance
Management Assistance solution for large construction projects,
compliance, commissioning, and code compliance.
PRIManager, is being rolled out in the key geographies of the
Group’s network.
An innovative portfolio of services tailored As part of the various assignments that Bureau Veritas is
to new client requirements performing within the Grand Paris Express construction project,
Bureau Veritas has developed its portfolio of services in response the Group is carrying out specific services for the vulnerability
to new client requirements regarding new technologies. The assessment of the urban area affected by the construction of
Group is involved in a number of projects designed using Building metro lines.
Information Modeling systems in both Europe and China and is The Group is also developing its services for sustainable buildings.
adapting its services and internal tools to this collaborative design For example, a partnership agreement was signed with the US
methodology. Green Building Council (USGBC), founder of the LEED™
In Europe and North America, Bureau Veritas has started certification system, in order to support its international
developing a suite of digital solutions (icheck for Buildings), which development in fast growing countries.
allow architects/engineers to check in real time the compliance of
their design with various regulations (access for people with
disabilities, fire safety, etc.).

1.5.5 Certification
GROUP REVENUE GROUP ADJUSTED OPERATING PROFIT

7 %
Certification

8
2019
2019 %
Certification

A full range of customized audit The Certification business provides a global and integrated
offering, including:
and certification services
● QHSE management system certification services: Quality
As a certification body, Bureau Veritas certifies that the (ISO 9001), Environment (ISO 14001), and Health and Safety
management systems utilized by clients comply with international (OHSAS 18001 – currently migrating to the new
standards, usually ISO norms, or with national, segment or large ISO 45001:2018 standard);
company-specific standards.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 55

1 Presentation of the Group
1.5 Presentation of business activities

● certification in accordance with specific sector schemes, in A resilient market

particular for the automotive industry (IATF 16949 as well as
new services for VDA 6.1, 6.2, 6.3 and TISAX for cybersecurity), The Certification market has seen steady growth in line with
aeronautics (AS/EN 9100), rail (IRIS – ISO/TS 22163), growth in the world economy since 2008, when QHSE standards
Agri-Food (BRC, IFS, ISO 22000, HACCP – management of food were last revised. This is due to the fact that Certification covers a
health and safety), the forestry sector (FSC/PEFC), and health wide variety of sectors and has a significant development
services. In France, Bureau Veritas also provides label potential on account of a still-low penetration rate in the
certification services in the Agri-Food sector, e.g., Label Rouge, corporate market.
Agriculture Biologique (AB) and Origine France Garantie;
Certification is also a very resilient market. Most contracts run on
● environment-related services: verification of sustainability a three-year cycle, with an initial audit phase during the first year
practices in the fields of climate change (EU ETS, ISO 14064-1), and further audits carried out during annual or semi-annual
energy management (ISO 50001), timber supply chain, biomass supervisory visits in the following two years. The certification
and biofuel sustainability (for the EU Directive on Renewable process is generally renewed by the client for a new cycle after a
Energy), carbon footprinting (ISO 14067), social responsibility period of three years. The average attrition rate observed for
(SA 8000, ISO 26000) and assurance of sustainability reporting these three-year certification missions is low. It is less than 10%
(AA 1000, GRI); and mostly reflects clients who have discontinued their business,
● enterprise Risk services relating to emerging business risks who no longer seek to be active in the markets for which
include: Information Security (ISO 27001, ISO 27017, certification was required or who have reduced and consolidated
ISO 27018), Personal Data Protection Certification (for their numerous certification programs into one single program.
ISO 27701, GDPR and other regulations), Anti-Bribery
(ISO 37001), Business Continuity (ISO 22301) and Asset
Management (ISO 55001); A return to growth for QHSE Certification
● customized certification and second-party audits, based on services
social programs like SMETA for Social Responsibility or specific
standards defined by clients to audit or certify their distribution In September 2018, the transitional period ended for the new
network or suppliers’ management systems; quality (ISO 9001:2015) and environmental (ISO 14001:2015)
● training: accredited by the Chartered Quality Institute (CQI) and management standards, and for the quality management
the International Register of Certificated Auditors (IRCA), the standards in the automotive (IATF 16949), aeronautics (AS 9100)
Certification business offers training for companies in quality, and rail (ISO/TS 22163) industries. This marked the end of an
health and safety, environment, social responsibility, food intensive period of activity in supporting corporate clients with the
safety, information security, business continuity and energy transition and with the replacement of a large number of
management, as well as certification for individuals in technical certificates.
and regulatory matters. As a result, there was a sharp decline in business relating to these
standards in 2019, with a lower number of audit days and activity
restricted to monitoring audits, notably in the automotive
REVENUE BY BUSINESS SEGMENT segment.
Following this downturn in activity over the first nine months of
2019, the Quality and Environmental Certification business
returned to growth in October, confirming forecasts of a pick-up in
Certification activity in the last quarter of 2019. The strategy of
25 %
developing and deploying new services did however help to mitigate
Customized Solutions
& Training the impact of the 2018 transition in 2019, and the Certification
business continues to enjoy underlying growth.
In the automotive segment, business remained sluggish since the
41% transition audits related to certification replacements. This means
2019 QHSE that the high level of business reported in 2018 will be followed by
a two-year cycle essentially comprising less profitable surveillance
audits. This is expected to affect the QHSE Certification business
until September 2020, after which demand is expected to rally.

34% A diversified client portfolio

Supply Chain &
Sustainability
The Group manages a large volume of certificates (over 148,000
certificates currently valid) for three types of client:
● large international companies, most commonly for external
certification assignments of their management systems
covering all of their sites worldwide;
● large national companies seeking to improve their performance
and enhance their reputation by certifying their management
systems; and

56 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 1
Presentation of the Group
1.5 Presentation of business activities

● small and medium-sized companies for which management system certifications to a limited number of certification bodies.
system certification may be a condition of access to export, The aim is to simplify and harmonize the certification process,
public procurement, and high-volume markets. obtain more visibility over their operations, better deploy and
assimilate standards and reduce direct and indirect costs related
The Certification portfolio is very diversified. The Group’s biggest
to the audits.
Certification client represents less than 1% of the business’s
revenue. Leveraging its global footprint, Bureau Veritas is ideally placed to
address this new market need. Bureau Veritas is one of the few
companies able to offer global certification to the main standards
used by large international corporations.
Market position
A front-ranking player Development of new digital products
and services
Bureau Veritas is a leader in Certification along with a few other
global companies. The market is still very fragmented, with more Other new products round out its existing offering in several
than two-thirds of the world’s Certification business conducted by critical areas. In risk management, the Group continues to develop
local and/or small firms. the Enterprise Risk portfolio including solutions for asset
management, business continuity, and anti-bribery management
Thanks to its global presence, Bureau Veritas is ideally placed to systems. The Group’s new offerings in the digital field include
help its clients develop in high-potential regions, particularly in information security and protection of personal data linked to the
Asia. The Certification business helps build company trust in these recent European GDPR and the new ISO 27701:2019 standard on
emerging markets upstream of the supply chain. privacy information management.
The Certification business is reported in the Group’s CIF division, In the automotive sector, Bureau Veritas now offers TISAX (Trusted
which is managed by Global Service Lines. Information Security Assessment Exchange) certification, which
was created at the initiative of the German Association of the
Bureau Veritas boasts strong competitive Automotive Industry (VDA). This Information Security Management
System (ISMS) enables automotive companies to exchange data
advantages:
securely and is wholly adapted to industry requirements.
● a broad, diverse offering covering all certification services,
Digitalization has also been stepped up in the field of training, with
meeting needs specific to the main business sectors and
the Group now offering several VCR (virtual classroom), e-learning
providing innovative, customized solutions to companies
and hybrid skills-building training programs. To support the new
wishing to improve their performance;
Certification training initiatives, the Group is investing in and
● a global, coherent network of qualified auditors in all major deploying an online management, sales and payment platform for
geographic regions, allowing Bureau Veritas to have critical its training programs in many different countries. This platform can
mass in local markets, along with the ability to manage be used by companies to purchase the online training and
large-scale contracts through regional hubs; certification services best suited to their needs.
● expertise universally acknowledged by over 70 national and Bureau Veritas is also rolling out an e-certificate platform. The
international accreditation bodies; validity of these new, secure digital certificates can be verified on
the platform in just one click thanks to a QR code.
● one-stop-shop offer: thanks to its very broad range of
expertise, Bureau Veritas Certification simplifies management
for the Certification contracts and most complex delivery New Sustainable Development and Corporate
projects (numerous sites, multiple standards, global Social Responsibility (CSR) services
accreditations, etc.);
In Sustainable Development, Bureau Veritas helps companies
● efficient report management tools, enabling clients to consult verify their energy efficiency, carbon and environmental footprint,
audit results for all of their sites throughout the world and greenhouse gas emissions, social responsibility commitments and
monitor key indicators such as the number of audits already sustainability reports.
planned, non-compliances, certificates issued and invoicing; and
In May 2019, Bureau Veritas was one of the first Certification
● a certification brand that is known and respected across the companies accredited by UKAS for the Carbon Offsetting & Reduction
globe as a symbol of expertise and professionalism, enabling Scheme for International Aviation (CORSIA). This program was
clients to enhance the image of their company and gain the developed by the UN specialized agency International Civil Aviation
confidence of their clients and partners. Organization (ICAO) to reduce CO2 emissions from air traffic by some
2.5 billion metric tons. Already widely recognized across the
aeronautics industry, this accreditation enables Bureau Veritas to
support airline companies in verifying their carbon emissions as from
A strategy focused on key accounts 2020, and in reducing their emissions or purchasing carbon offset
and new product development credits as from 2021.

Increase business with key accounts

The Certification market is still fragmented and is expected to
consolidate as large international corporations entrust their

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 57

1 Presentation of the Group
1.5 Presentation of business activities

At its Sustainable Development Week in June 2019, Bureau Veritas International (SAI) and the four-pillar audits designed by Sedex
launched Circular+, a series of audit and certification services Members Ethical Trade Audit (SMETA), which focus on social,
focused on resource conservation, materials recycling, security, environmental and ethical practices. Bureau Veritas is also
environmental management, optimized energy consumption and developing new services in the field of responsible sourcing, with
the reduction in greenhouse gas emissions. Critical to sustainable the Aluminium Stewardship Initiative (ASI) and Responsible
development, these services support companies in reviewing their Minerals Initiatives (RMI) in metals and minerals, Together for
business models and moving towards a more virtuous circular Sustainability in Chemicals, and the Pharmaceutical Supply Chain
economy model. Initiative (PSCI) and Excipients (EXCiPACT) in Pharmaceuticals.
In CSR, Bureau Veritas continues to invest in social accountability
audits such as SA 8000 managed by Social Accountability

1.5.6 Consumer Products

GROUP REVENUE GROUP ADJUSTED OPERATING PROFIT

21 %
14 % Consumer
Consumer Products Products

2019
2019

A portfolio of services covering the entire REVENUE BY PRODUCT CATEGORY

consumer products manufacturing and supply
chain
The Group provides quality management solutions and 33 %
compliance assessment services for the consumer products Electrical &
manufacturing and supply chain. These solutions and services, 35 % Electronics (E&E)
which include inspection services, laboratory testing and product Softlines
certification, as well as production site and social responsibility
audits, are provided to retailers, vendors and manufacturers of
consumer products.
2019
These services are provided throughout the clients’ manufacturing
and supply chains to ensure that products offered to the market
comply with regulatory safety standards or with voluntary or
industry standards of quality and performance, including as
regards connectivity and safety.
The main product categories include:
32%
● softlines (clothing, leather goods, footwear); Hardlines, Toys,
Audits
● hardlines (furniture, sporting and leisure goods, office
equipment and supplies, and toys);
● electrical products and electronics such as household The Group provides services:
appliances, wireless and smart devices (tablets, smart phones,
● during a product’s design and development stage: verification of
applications and connected objects) and automotive products
product performance, advice on regulations and standards
(parts, components and on-board systems).
applicable in all countries across the globe, assistance in
defining a quality assurance program;
● at the sourcing stage for materials and components:
inspections and quality control tests for materials and
components used in manufacturing the product;

58 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 1
Presentation of the Group
1.5 Presentation of business activities

● at the manufacturing stage: inspections and tests to assess industry, to Cambodia, Vietnam, Bangladesh and Turkey. The
regulatory compliance and product performance, as well as Group also sees the increase in tariffs as a major long-term
compliance of product packaging, factory audits with respect to opportunity. Its services would be that much more important to
quality systems and social responsibility; and ensure that the quality of products be maintained at minimum
levels in new supply chains. In addition, the Group is ideally
● at the distribution stage: tests and assessment of compliance
positioned to take advantage of the increase in demand for TIC
with specifications and comparative tests with equivalent
services on China’s domestic market. Measures have been taken
products.
to accelerate growth in this market, as well as in South Asia, South
East Asia, Europe and Africa.
A concentrated and loyal client base
The Group provides its services to retailers, manufacturers and
brands across the globe, but mainly in the United States and Leading positions in key market segments
Europe for products they source from Asia. Retailers in China, India
and emerging countries in Latin America are also enjoying rapid The Group is one of the three world leaders in consumer products
growth, and the Group has recently developed its business with testing, with leadership positions in textiles, clothing and
local clients and manufacturers in Asia. hardlines, including toys. More recently, the Group has
strengthened its positions in the Electrical & Electronics segment,
Most of the revenue from this business is traditionally generated and more specifically in SmartWorld and wireless testing (mobiles,
by some 100 key accounts. The 20 largest clients represented connected devices) and in the automotive sector.
25% of the revenue for this business in 2019.
Usually, the Group is accredited by a client-retailer as one of two A particularly robust presence in the US
or three inspection and testing companies (generally its major
competitors) designated as an “approved supplier”. In this The Group distinguishes itself from competitors by its robust
situation, manufacturers and vendors can choose which company presence in the United States and its deep penetration of the large
will inspect and test their products. US retailer market, which has resulted from the successful
integration of two US companies: ACTS, the US leader for testing
toys and products for children, acquired in 1998; and MTL, the US
number one for testing fabrics and clothes, acquired in 2001.
A market driven by innovation
and new regulations
Growth in market share in Europe
The Group believes that the market will benefit from the following Business in Europe has grown significantly over the past few years,
factors: mainly in France, Germany and Italy, which have become
● the development of new products and technologies that will important markets. The Group continues to expand its activities
have to be tested; and offering in Europe to reinforce its client base and optimize its
position in the textiles and hardlines segment.
● shorter product lifecycles and time-to-market, as
demonstrated by the swift adoption of wireless/smart
technologies and their emergence in all types of products; A growth strategy focused on domestic markets
in Asia
● the continuing tendency of retailers to outsource quality
control and product compliance assessment; To adapt to a market in Asia that is driven increasingly by
domestic consumption rather than by exports, the Group has
● stricter standards and regulations regarding health, safety, and devised a plan to develop its activities on fast-growing domestic
environmental protection; markets, particularly China. This means growing organically, as
● the emergence of new requirements linked to wireless well as through acquisitions, partnerships or joint ventures with
integration systems in terms of connectivity, interoperability, local firms. Leveraging its leading position among global luxury
safety and quality of service; brands, BV CPS Italy/Certest also helps foster growth with
international brands accessing emerging markets across Asia.
● growing demand from middle-class consumers in emerging
countries for safer, higher-quality products;
Unique supply chain quality management
● the gradual opening up of previously unexploited markets (India
solutions
and China) to foreign players;
The Group believes that its “BV OneSource” service offering is a
● the migration of manufacturing facilities to South Asia
unique and innovative solution for clients seeking an integrated
(Bangladesh, India, Pakistan and Sri Lanka) and South East Asia
solution for global supply chain quality and information
(Cambodia, Indonesia, Malaysia, Myanmar, the Philippines and
management. BV OneSource offers real-time tracking of the
Vietnam).
status of tests and inspections conducted on products and audits
Since 2018, Bureau Veritas has noted the escalation of tariffs of facilities, as well as immediate access to applicable regulations
between the United States and China. The Group is closely and reports. This digital platform is an analytical tool that helps
monitoring the situation and, thanks to its global network of clients manage their risks, protect their brand and access better
laboratories, is entirely capable of assisting its clients with the information on their sourcing.
relocation of their production units, as is the case in the textile

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 59

1 Presentation of the Group
1.5 Presentation of business activities

A breakthrough in wireless technologies A new platform in the Automotive sector

and SmartWorld The Automotive market is having to contend with several
Innovation remains one of the key factors driving growth. The deep-seated trends, including the relocation of production and
SmartWorld initiative was launched to address growth consumption to emerging countries and the fundamental shift to
opportunities resulting from the exponential growth in the number “smart” cars and electric technologies. These trends will generate
of connected devices, as regards equipment testing, new additional needs for TIC services.
connected services, and data security.
Thanks to its acquisitions of VEO and IPS Tokai Corporation and
Thanks to its acquisition of 7layers in Germany in January 2013, through internal investments, Bureau Veritas has technology
the Group became one of the world’s leaders in wireless/smart testing laboratories in Asia, Europe and North America. This puts
technologies. Working hand-in-hand with a broad spectrum of the Group in good stead to help automotive suppliers meet their
industries involved in the continuous improvement and increased compliance and performance requirements for on-board
usage of wireless communications technologies, devices, services electronics (navigation, music, safety and infotainment systems),
and applications for all facets of modern life. In early 2017, the as well as current and future electric and connected vehicles.
Group strengthened its foothold on this market by acquiring
Siemic, one of the main telecoms testing and certification bodies
in the United States. In December 2017, Bureau Veritas acquired
South Korea-based ICTK, enabling it to penetrate the fast-growing
market for smart payment testing and certification services.
Growth in this market is buoyed by strong consumer demand for
contactless and mobile payment methods.
In 2019, the Group invested in 5G to support business
development in wireless/smart technologies and their emergence
in all types of products of the Internet of Things. Test platforms in
Asia (China, South Korea) are currently being set up and will be
operational during the first half of 2020.

60 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 1
Presentation of the Group
1.6 Accreditations, approvals and authorizations

1.6 Accreditations, approvals

and authorizations
To conduct its business, the Group has numerous licenses to operate “Authorizations”, which vary depending on the country or business
concerned: accreditations, approvals, delegations of authority, official recognition, certifications or listings. These Authorizations may be issued
by national governments, public or private authorities, and national or international organizations, as appropriate.

Marine & Offshore (M&O) division

The Group is a certified founding member of the International Association of Classification Societies (IACS), which brings together the 12
largest international classification societies. At European level, Bureau Veritas is a “recognized organization” under the European Regulation
on classification societies and a “notified body” under the European Directive on marine equipment. Bureau Veritas currently holds more
than 150 delegations of authority on behalf of national maritime authorities.

Commodities, Industry & Facilities (CIF) division

Industry & Facilities including those on iron ore, non-ferrous concentrates, ferroalloys,
copper and copper alloys.
The Group has more than 150 accreditations issued by numerous The Group is US-customs bonded and approved and is also
national and international accreditation organizations, including accredited by the American Association of State Highway and
COFRAC in France, ENAC in Spain, UKAS and CQI in the United Transportation Officials (AASHTO) for laboratory asphalt testing and
Kingdom, ANSI/ANAB in the United States, JAS-ANZ and NATA in inspections. Certain minerals laboratories are included as listed
Australia and New Zealand, INMETRO in Brazil, ACCREDIA in Italy, Samplers and Assayers by the London Metal Exchange (LME) and as
DAkkS in Germany, RVA in the Netherlands, BELAC in Belgium, Superintendents and Facilitators by the London Bullion Metals
INN in Chile and DANAK in Denmark. These accreditations cover Association (LBMA). The Group is also approved as a “Good Delivery
both its certification activities and its inspection and testing Supervising Company” by the London Platinum & Palladium Market
activities. (LPPM).
The Group is also a notified body under European Directives and Key offices and laboratories involved into inspections of
holds more than 300 approvals, certifications, official agri-commodities are accredited by the Federation of Oils, Seeds
acknowledgments and authorizations issued mainly by and Fats Associations (FOSFA), the Grain & Feed Trade
government organizations. The main international approvals Association (GAFTA) and the ICA (International Cotton
concern pressure equipment, transportation equipment for Association). Bureau Veritas is also accredited by the Sugar
dangerous goods, fire safety systems, electrical installations, Association of London (SAL) and the Federation of Cocoa
Agri-Food products and environmental or health and safety Commerce (FCC), as well as by a number of other relevant
occupational measures. national and international associations and organizations in
All such accreditations and approvals are regularly renewed upon various countries.
expiration. Many of the Group’s laboratories are ISO 17025 accredited under
various accreditation bodies including: National Association of
Testing Authorities, Australia (NATA), Standards Council of
Commodities Canada (SCC), American Association for Laboratory Accreditation
(A2LA), Singapore Laboratory Accreditation Scheme (SINGLAS),
United Kingdom Accreditation Services (UKAS), El Instituto
The Group is a member of several industry organizations including
Nacional de Normalización, Chile (INN), China National Laboratory
the TIC Council (international association representing
Accreditation for Conformity Assessment (CNAS), and several
independent TIC companies), the American Association of
others. Also, most of the Group’s US laboratories are also
Analytical Chemists (AOAC), the American Chemical Society
registered under the US Environmental Protection Agency (EPA)
(ACS), the American Petroleum Institute (API), the American
to carry out testing on EPA-regulated fuels, including diesel and
Society for Quality (ASQ), the American Society of Safety
gasoline.
Engineers (ASSE), the American Society for Testing and Materials
International (ASTM International), the National Conference on For government contracts, authorizations to conduct business are
Weights and Measures (NCWM), American Fuel & Petrochemical issued as delegations or concessions granted by national
Manufacturers (AFPM), the Energy Institute (EI), and the governments in contracts entered into with government
International Organization for Standardization (ISO). Bureau authorities. As of December 31, 2019, the Government services
Veritas is also a member of various ISO technical committees business had some 40 government contracts.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 61

1 Presentation of the Group
1.6 Accreditations, approvals and authorizations

Several Group laboratories are recognized by governments for For its PSI (Pre-Shipment Inspection) and VOC (Verification of
testing for Transportable Moisture Limit (TML); such governments Conformity) activities, Bureau Veritas is ISO 17020-accredited by
include Australia, Belgium, Chile, Finland, Malaysia, Liberia, the COFRAC (the French Accreditation Committee).
Netherlands and Taiwan.

Consumer Products (CPS) division

The Group holds the following principal authorizations and (KAN), Thai Industrial Standards Institute (TISI), Vietnam
accreditations: American Association for Laboratory Accreditation Laboratory Accreditation Scheme (VILAS), CTIA Authorized
(A2LA), French Accreditation Committee (COFRAC), Zentralstelle Testing Laboratory (CATL), PCS Type Certification Review Board
der Länder für Sicherheitstechnik (ZLS), Hong Kong Laboratory (PTCRB), Global Certification Forum (GCF), Bluetooth Qualification
Accreditation Scheme (HOKLAS), IEC System for Conformity Test Facility (BQTF), Bluetooth Qualification Expert (BQE), NFC
Testing and Certification of Electrical Equipment (IECEE), National Forum Authorized Test Laboratory, WiFi Alliance Authorized Test
Environmental Laboratory Accreditation Program (NELAP), Laboratory, Federal Communications Commission (FCC), Industry
Singapore Laboratory Accreditation Scheme (SINGLAS), United Canada (IC), Car Connectivity Consortium (CCC), OmniAir
Kingdom Accreditation Services (UKAS), China National Authorized Test Laboratory (OATL), LoRa Alliance Authorized Test
Laboratory Accreditation for Conformity Assessment (CNAS), House (ATH), Sigfox Accredited Test House, Thread Authorized
Deutsche Akkreditierungsstelle Chemie GmbH (DACH), Deutsche Test Lab, Wireless Power Consortium for Qi certification (Qi),
Akkreditierungsstelle GmbH (DAkkS), AKS Hannover, Japan EMVCo Service Provider, Visa Recognized Testing Laboratory, the
Accreditation Board (JAB), National Accreditation Board for Brazilian National Telecommunications Agency (ANATEL) and the
Testing and Calibration Laboratories (NABL), Pakistan National Brazilian National Institute of Metrology, Quality and Technology
Accreditation Council (PNAC), Laboratory Accreditation (INMETRO).
Correlation and Evaluation (LACE), Komite Akreditasi Nasional

Each of the Group’s businesses has put in place a dedicated organization for managing and monitoring these authorizations on a centralized
basis, and the authorizations are subject to regular audits by the authorities concerned. Obtaining, renewing and maintaining these
authorizations must be justified by qualitative and quantitative criteria concerning the independence, impartiality and professional
capabilities of the beneficiaries, such as proof of experience in the field concerned, the existence of trained and qualified technical
personnel, technical resources and methodologies, proof of a quality management that complies with applicable standards such as
ISO/IEC 17020 for inspection companies, ISO/IEC 17021 for management system certification bodies, ISO/IEC 17065 for products and
services certification, or ISO/CEI 17024 for personnel certification, or those relating to testing and calibration laboratories (ISO/IEC 17025).

62 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 1
Presentation of the Group
1.7 Research and development, innovation, patents and licenses

1.7 Research and development,

innovation, patents and licenses
As part of its research and innovation strategy, the Group carries ● its partnership with industrial joint research centers like IRT
out experimental development activities on strategic projects that Jules Verne and with academic laboratories such as that of
aim to bolster its positioning or enable it to capture new markets. École centrale de Nantes for developing digital solutions for
innovative hydrodynamic studies;
The Group’s R&D strategy is rolled down through:
● its involvement in subsidized joint projects, notably those
● a research partnership with the French Alternative Energies and
financed by the Single Interministerial Fund, and its replies to
Atomic Energy Commission (CEA), with which or so projects are
European calls for projects;
carried out each year on issues as varied as cybersecurity,
smart grids and IoT, and additive manufacturing; ● its participation in the IEC System as regards the development
of new certification schemes relating to equipment for use in
● its membership of the Factory Lab innovation platform, which is
renewable energy applications;
a cluster of public research laboratories, global industry leaders
and companies developing innovative technologies. The Lab ● the shift of its businesses and solutions to digital media, with
looks at areas such as the factory of the future, physical and the development of future inspectors and inspection services.
cognitive assistance for operators, and process/testing
The Group is eligible for the research tax credit in France within
automation;
the framework of its business activities. This tax credit is similar to
● contracts with innovative technology start-ups and industry a subsidy in that it is refundable even if it exceeds the amount of
players to develop common interest projects such as remote tax payable. Accordingly, it is included in current operating profit.
assistance and support;
A €2.7 million research tax credit was recognized as a subsidy in
● its involvement in the work of the European Cyber Security the 2019 consolidated financial statements.
Organisation (ECSO) within the context of an EU-driven
A total of €9.9 million in research and development costs relating
public-private partnership to define the technological roadmap
mainly to the Marine & Offshore business was recognized under
for the cybersecurity sector;
expenses in 2019.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 63

1 Presentation of the Group
1.8 Information and management systems

1.8 Information and management systems

The Group’s IT department is responsible for: The department is organized into six Regional Shared Services
Centers, covering North America, Latin America, Europe,
● defining the Group’s technological architecture by outlining the
France/Africa, Asia and the Middle East/Pacific. These shared
standards applicable to all businesses and regions in terms of
services centers provide different support services (network, help
software application development and network infrastructure;
desks, hosting, support, etc.) to countries in their respective
● selecting, implementing, deploying and maintaining integrated regions.
cross-functional solutions in all operating units (email,
A Global Shared Services Center has also been set up in Noida
collaboration tools, ERP finance, client relationship
(India) with the aim of pooling certain cross-functional operational
management, Human Resources and production systems, etc.);
support processes.
● guaranteeing the availability and security of the infrastructure
In 2019, operating expenses and running costs for the Group’s
and integrated solutions used by the Group; and
information systems represented around 3% of the Group’s
● managing the Group’s overall relationship with its main suppliers consolidated revenue.
of equipment, software and telecommunications services.

64 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 2
2

NFS AFR CORPORATE SOCIAL RESPONSIBILITY

2.1 Sustainability is at the heart 2.4 Duty of care plan 119

of our business 66
2.1.1 Mission of Bureau Veritas 66 2.5 Information compilation methodology 122
2.1.2 Bureau Veritas’ sustainability values
and commitments 66 2.6 Indicators and cross-references 124
2.1.3 A CSR strategy aligned with the UN’s 2.6.1 Non-financial indicators 124
Sustainable Development Goals 68 2.6.2 Applicable laws and regulations 127
2.1.4 Stakeholders 70 2.6.3 Cross-reference table for information
2.1.5 Bureau Veritas’ impact on society 72 contained in the Non-Financial Statement 127
2.1.6 CSR governance and organization 74 2.6.4 Cross-reference table for the UN’s
Sustainable Development Goals 129
2.1.7 Key achievements in 2019 75
2.1.8 Assessments, ratings and rewards 75 2.7 Opinion of the independent third party 131
Independent third party’s report
2.2 Main non-financial risks and opportunities 77 on the Non-Financial Statement provided
2.2.1 Definition and methodology 77 in the management report 131
2.2.2 Main risks and opportunities 77
2.2.3 Risks not deemed significant 78

2.3 Roadmap for shaping a world of trust 79

2.3.1 Operational excellence 79
2.3.2 Human capital 90
2.3.3 Environmental protection 113

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

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 65

2 Corporate Social Responsibility
2.1 Sustainability is at the heart of our business

2.1 Sustainability is at the heart

of our business
2.1.1 Mission of Bureau Veritas
As a “Business to Business to Society” services company, the Group’s role is to establish a relationship of trust between businesses, public
authorities and consumers.

Promoting trust Bureau Veritas is entering a new era

Bureau Veritas’ mission is to reduce its clients’ risks, improve Driven by society, the Group is working ever more closely with
their performance and help them innovate to meet the its clients, addressing today’s crucial challenges and answering
challenges of quality, health and safety, environmental society’s aspirations.
protection, social responsibility and compliance.
Since its inception, Bureau Veritas has always supported its clients
Since it was founded in 1828, the Bureau Veritas brand has been in mitigating risks through its expertise in quality, health and
synonymous with integrity, and represents an invaluable asset in safety, and environmental fields, as well as in data protection and
an industry based on trust. Today, the Group continues to work to technological progress.
improve trust between businesses, consumers and public
As an independent party, Bureau Veritas helps to build trust
authorities.
between governments, companies and citizens, who represent the
foundation of the society.
Complex and interlinked forces are transforming the economies,
A “Business to Business to Society” services shaped by growing urbanization, booming demographics, the shift
company towards greener energy, a digital transformation through artificial
intelligence, data fusion and machine learning, to name but a few.
Today, the Group is capitalizing on its extensive experience to
better serve society’s aspirations. The Group sees that this shift in the playing field is profoundly
reshaping the face of Bureau Veritas and the way it addresses its
Driven by society, Bureau Veritas acknowledges the challenges of clients’ needs and helps them meet their challenges. Bureau
growing urbanization, anticipating the need for safer, smarter Veritas is entering a new phase of its development, with the
cities. The Group anticipates the expectations of an expanding ultimate goal of meeting society’s deepest aspirations while
global population, including the need for safe and reliable addressing its clients’ existing and future challenges. Leveraging
agricultural production. Bureau Veritas understands the impact of their expertise and experience, Bureau Veritas employees around
climate change, working to ensure people worldwide have access the world represent the Group’s most important asset in
to cleaner energy while supporting its clients in the efficient generating value for its clients.
management or conversion of their existing assets. We embrace
digitalization while mitigating the risks it brings. The Group’s employees are proud to see how each day, their work
has a positive impact on the lives of millions of people around the
world. Bureau Veritas’ success belongs to them.

2.1.2 Bureau Veritas’ sustainability values and commitments

Bureau Veritas’ commitment to Corporate Social Responsibility The Group firmly believes that its actions in this respect are
(CSR) issues reflects its wish to play its part in efforts that each helping to prepare for the future in the best interests of its
company and citizen should make to address society’s social and shareholders.
environmental challenges. Besides its compliance with CSR
This view is echoed in the commitment to social and
regulations, Bureau Veritas also seeks to meet the needs of its
environmental issues expressed by the Chairman of Bureau
clients, end consumers and all its stakeholders.
Veritas’ Board of Directors and the Group’s Chief Executive
Owing to the nature of its services, Bureau Veritas has a direct and Officer, as set out below.
indirect impact on CSR issues:
● directly, in each of its businesses, entities, subsidiaries and
regions;
● indirectly, Bureau Veritas offers a broad range of services aimed
at improving the impact its clients have in terms of health and
safety, security, environment and sustainable development.

66 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.1 Sustainability is at the heart of our business

Further details on the Group’s ESG (Environment, Social, Governance) commitments and policies can be found on the CSR pages of the
Bureau Veritas website by clicking on the following link: https://group.bureauveritas.com/group/corporate-social-responsibility/policies.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 67

2 Corporate Social Responsibility
2.1 Sustainability is at the heart of our business

2.1.3 A CSR strategy aligned with the UN’s Sustainable

Development Goals
The expertise and know-how of Bureau Veritas teams, along with Bureau Veritas’ CSR strategy acts for the future and is consistent
the core values that are shared by all staff and underpin the with its mission and strategic goals.
Group’s corporate culture, reinforced by three “absolutes” rooted
Bureau Veritas has chosen to act in accordance with the UN’s
in Group practices (safety, ethics and financial control), are
Sustainable Development Goals in order to promote prosperity
decisive in helping to protect the brand’s image and the Group’s
and protect the planet.
reputation, as well as in driving value creation.

Thanks to its mission as a “Business to Business to Society” company and the large number of markets and clients it serves, Bureau Veritas
makes a positive contribution to all Sustainable Development Goals.

68 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.1 Sustainability is at the heart of our business

However, the Group’s priorities are:

Goal 3: Good health and well-being

Ensure healthy living and promote well-being for all at all ages.
This is the primary aim of the Group's risk prevention actions. 2
Five other goals also provide a strong focus:

Goal 7: Affordable and clean energy

Ensure access to affordable, reliable, sustainable and modern energy for all.
(through the Buildings & Infrastructure and Industry businesses)

Goal 9: Industry, innovation and infrastructure

Build resilient infrastructure, promote sustainable Industrialization and foster innovation.
(through the Industry, Buildings & Infrastructure and Marine & Offshore businesses)

Goal 11: Sustainable cities and communities

Make cities and communities inclusive, safe, resilient and sustainable.
(through the Buildings & Infrastructure business)

Goal 12: Responsible consumption and production

Ensure sustainable consumption and production.
(through the Agri-Food & Commodities and Consumer Products businesses)

Goal 13: Climate action

Take urgent action to combat climate change.
(through the Certification business)

The Group has also committed to respecting the ten principles of the UN’s Global Compact, which are derived from:

● the Universal Declaration of Human Rights.

● the ILO Declaration on Fundamental Principles and Rights at Work.
● the International Labour Organization.
● the Rio Declaration on Environment and Development.
● the United Nations Convention against Corruption.

The ten Global Compact principles applied by Bureau Veritas are as follows:
Human rights Environment
1. Businesses should support and respect the protection of 7. Businesses should support a precautionary approach to
internationally proclaimed human rights; and environmental challenges;
2. Make sure that they are not complicit in human rights 8. Undertake initiatives to promote greater environmental
abuses. responsibility; and
Labour 9. Encourage the development and diffusion of environmentally
friendly technologies.
3. Businesses should uphold the freedom of association and the
effective recognition of the right to collective bargaining; Anti-corruption
4. The elimination of all forms of forced and compulsory labor; 10. Businesses should work against corruption in all its forms,
including extortion and bribery.
5. The effective abolition of child labor; and
6. The elimination of discrimination in respect of employment
and occupation.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 69

2 Corporate Social Responsibility
2.1 Sustainability is at the heart of our business

2.1.4 Stakeholders
The Group’s main stakeholders are its employees, shareholders, clients, suppliers and subcontractors, as well as accreditation bodies,
governments, public authorities and society at large.
The economic performance shared with Bureau Veritas’ stakeholders and the manner in which the Group interacts with those stakeholders
are set out in the tables below:

EMPLOYEES SUBCONTRACTORS SUPPLIERS GOVERNMENT

ACCREDITATION BODIES Personnel costs Assignments Procurement of Taxes
AND AUTHORITIES €2.6 billion (1)
€471 million (1) goods & services €257 million(1)
€970 million(1)
Without accreditations,
a significant part of Bureau
Veritas services would
not be possible

CREATING
AND SHARING
VALUE WITH
OUR
CLIENTS STAKEHOLDERS
Revenue
€5.1 billion

CIVIL SOCIETY
Risk prevention
through services FINANCING CAPITAL ACQUISITIONS(4) SHAREHOLDERS
delivered to clients INSTITUTIONS EXPENDITURE External growth Dividends paid
(2)
Financing costs Lab equipment, IT €99 million €262 million(3)
€80 million(2) €123 million(2)

(1) 2019 P&L impact.

(2) 2019 cash impact.
(3) 2019 equity impact.
(4) Acquisitions of subsidiaries (net of disposals of businesses)
and repayment of amounts owed to shareholders.

70 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.1 Sustainability is at the heart of our business

DIALOGUE WITH STAKEHOLDERS

2
STAKEHOLDERS EXPECTATIONS BASIS FOR DIALOGUE

SOCIETY ¼ Improve quality ¼ CSR Focus Committee

¼ Reduce risk ¼ Fairs and exhibitions
¼ Protect the environment ¼ Website and publications
¼ Human rights and ethical conduct
¼ Consumer protection
CLIENTS ¼ Ethical conduct ¼ Satisfaction surveys
¼ Service quality ¼ Technical/sales meetings
¼ Operational excellence ¼ Client seminars
¼ Occupational health and safety ¼ CSR Focus Committee
¼ Cybersecurity

SHAREHOLDERS ¼ Reduce CSR risks ¼ CSR Focus Committee

AND INVESTORS ¼ Financial performance ¼ Board of Directors
¼ CSR commitment ¼ Investor meetings

EMPLOYEES ¼ Training and development ¼ Annual evaluations

¼ Occupational health and safety ¼ Department meetings
¼ Well-being at work ¼ Alert hotline
¼ Ethical conduct ¼ START Young Employees Committee
¼ Diversity and inclusiveness ¼ Code of Ethics and policies

ACCREDITATION ¼ Operational excellence ¼ Accreditation audits

BODIES ¼ Ethical conduct

PARTNERS ¼ Occupational health and safety ¼ General purchasing terms and conditions
(SUBCONTRACTORS, ¼ Fair pay ¼ Partner Code of Conduct
SUPPLIERS, SALES ¼ Long-term business relations ¼ Evaluations
INTERMEDIARIES, JVS)
¼ Alert hotline

GOVERNMENTS ¼ Develop the economy ¼ Relations with governmental authorities

AND PUBLIC ¼ Create jobs ¼ Relations with the European Commission
AUTHORITIES ¼ Respect for the environment and security ¼ Group Compliance Program
¼ Comply with laws and regulations

A Young Employees Committee was set up to take into account A CSR Focus Committee with eight independent members was set
the expectations of younger generations in defining the Group’s up in 2019, comprising clients from different industries, CSR
strategy. This Committee, known as “START” and composed of experts, representatives from civil society (associations,
28 young people from around the globe representing all of the NGOs, etc.), investors and non-financial analysts.
Group’s businesses, was asked to compile information on young
The Committee’s brief is to outline its expectations in terms of
employees’ expectations in terms of Bureau Veritas’ CSR
Bureau Veritas’ CSR policy. This involves assessing the nature and
commitment. START submitted its findings, emphasizing the
critical importance of non-financial risks and opportunities,
importance of CSR in the Group’s strategy through actions to be
especially in terms of impacts on the environment and people
taken to improve its social and environmental impact and new
connected to its businesses, and of its initiatives designed to help
missions designed to support clients with their own CSR
its clients improve their own sustainability footprint. The
challenges.
Committee met for the first time in February 2020.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 71

2 Corporate Social Responsibility
2.1 Sustainability is at the heart of our business

2.1.5 Bureau Veritas’ impact on society

For this first year, Bureau Veritas developed an approach enabling stakeholders, as shown below. Social, environmental and
it to assess the quantitative impact of its activities on all of its economic impacts are taken into account.
stakeholders, including civil society.
This approach may be modified in 2020 to include any
This approach is based on an assessment of the positive and improvements that could make it more accurate.
negative impacts of the Group’s activities on each of its

Value chain and qualitative impacts

BUREAU VERITAS VALUE CHAIN

Environment
CO2 emissions
Water consumption
Waste production

Shareholders
Society
Share value
Share buyback Building trust
by mitigating risks
Dividends related to:
• Quality
Suppliers Employees Clients • Health and safety
& Subcontractors • Environmental
Quality protection
Purchases Compensation & benefits Health and safety
Training • Corporate social
Assignments Environmental responsibility
Accidents protection
Absenteeism Corporate social
responsibility
Attrition
Research & Development
Fees
Governments
Citizen-led actions
Tax and contributions

Positive impact Negative impact

In this approach, the quantitative impact on clients is calculated on the basis of the estimated reduction in clients’ poor quality costs (PQC)
due to Bureau Veritas’ work. This estimate is weighted for each activity, depending on the proportion of tests performed by Bureau Veritas.
To calculate the environmental impact, the price of a ton of carbon was estimated at €40. To calculate the safety impact (accidents), only
lost-time accidents were considered, taking into account the direct and indirect costs of these accidents.

72 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.1 Sustainability is at the heart of our business

Quantitative impacts on society

Based on the assessment of each of these qualitative impacts, Bureau Veritas has a positive net impact of €7,910 million on civil society, as
detailed below. This represents an improvement of 3% on the positive net impact of €7,718 million in 2018.

2
Value created for clients rose 6%, as calculated using a comparable approach, at €8,468 million.

In millions of euros
Quality
Positive impact Health and safety
Negative impact Environmental protection
Corporate social responsibility
Research & Development

8,468

Tax and contributions

Citizen-led IMPACTS
actions ON SOCIETY
Dividends
691
5,100 262
1
7,910
(14)
Compensation
and benefits Fees
Training CO2 emissions
Water consumption
(65) Waste production
2,071 10

Assignments Accidents
Purchases Absenteeism
Attrition
967 148

471

Suppliers Employees Clients Environment Shareholders Governments

Subcontractors

In addition, Bureau Veritas’ impact on society also has a significant sustainability component, given the wide range of services designed to
support companies with their social and environmental projects (see sub-section 2.3.1.6 – CSR services).

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 73

2 Corporate Social Responsibility
2.1 Sustainability is at the heart of our business

2.1.6 CSR governance and organization

CSR at Bureau Veritas falls under the responsibility of Marc Boissonnet as Executive Vice-President, External & Corporate Affairs. It is
organized according to a matrix-based structure and is represented within all of the Group’s support functions as well as all operating
entities. This structure enables Bureau Veritas to bring the appropriate expertise to bear on each CSR issue, while monitoring the
constraints and needs of each operating entity.

BOARD OF DIRECTORS CSR DEPARTMENT CSR FOCUS COMMITTEE

The Board of Directors and its The Group Executive Committee, The CSR Focus Committee outlines
Committees monitor the Group’s under the responsibility of the Group its expectations in terms of Bureau
CSR policy. More specifically, they Human Resources Director and Veritas’ CSR policy.
review major risks and ensure that Director of Corporate & External
It assesses the nature and
an appropriate policy has been Affairs, defines the Group's CSR
materiality of non-financial risks and
implemented. vision and strategy, and approves and
opportunities related to the Group’s
publishes the CSR policy, procedures
operations, especially in terms of
and key indicators.
impacts on the environment and on
people, and in order to help clients
improve their own sustainability
footprint.

CSR EXECUTIVE COMMITTEE CSR OPERATIONS COMMITTEE CSR STEERING COMMITTEE

The CSR Executive Committee CSR correspondents have been A dedicated CSR organization has
includes the Directors of Human appointed in each operating group, been set up, led by a CSR Steering
Resources, Legal Affairs & Audit, forming the CSR Operations Committee.
France & Africa, Asia Pacific and the Committee.
This Committee comprises
Middle East, and Corporate & External
This Committee coordinates local representatives from the Legal
Affairs.
CSR initiatives and ensures that the Affairs & Audit, Human Resources,
It prepares the Group’s CSR strategy Group's policies are duly implemented Strategy, Purchasing, and Health,
and policies. within the operating groups. Safety, Security & Environment (HSSE)
departments.
It devises the Group’s CSR policies
and is responsible for the deployment
of those policies within support
functions, assisted by the regional
correspondent networks.

EMPLOYEES

Employees apply the Group’s CSR

policies and take part in CSR projects.

74 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.1 Sustainability is at the heart of our business

2.1.7 Key achievements in 2019

In 2019, seven major initiatives were launched to accelerate the ● continuation of environmental efforts, adhering to the climate

2
Group’s CSR program: commitment alongside France’s 100 largest companies. The
Group published a new policy aimed at reducing its
● establishment of a CSR Focus Committee comprising external
environmental footprint in terms of CO2 emissions, water
stakeholders (see section 2.1.4 – Stakeholders);
consumption and waste production (see sub-section 2.3.3.1 –
● revision of the Group’s core values, placing CSR at the heart of Combating climate change and adapting to its consequences);
its concerns. CSR is the DNA around which the Group wishes to
● efforts to ensure that suppliers were aligned with its values in
unite all of its employees (see sub-section 2.3.2.1 – Talent
terms of ethical conduct, safety and security, environment and
management);
human rights, through a new Business Partner Code of Conduct
● acceleration of efforts to create a fairer, more inclusive (see section 2.4.1 – Governance and policies of the duty of care
company. Bureau Veritas has rolled out an inclusiveness policy plan);
applicable to the entire organization (see sub-section 2.3.2.2 –
● enhanced range of CSR services drawing on Environmental,
An inclusive culture and diverse workplace);
Social and Governance (ESG) aspects to better support clients
● continuation of efforts to improve employee safety. The Group with their CSR strategy. This includes the launch of “Circular+”,
has strengthened leadership skills among its managers and a new certification service for the circular economy (see
employee accountability (see sub-section 2.3.2.4 – Health and sub-section 2.3.1.6 – CSR services).
safety);

2.1.8 Assessments, ratings and rewards

List of CSR assessments, ratings and rewards received in 2019
Bureau Veritas’ ratings by rating agencies all improved sharply in 2019. Bureau Veritas is ranked second in the Dow Jones Sustainability –
RobecoSAM index and is now included in the Europe and Global indices.

Bronze Class award - Ranked #2 of its market sector

Rated 75/100, above sector average (38/100)

Rated A

Gold CSR rating

Rated B, above sector average (B-)

Rated “Robust” and ranked #7 of its market sector

Rated “Low” risk and ranked #3 of its market sector

Rated 83/100, above sector average (63)

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 75

2 Corporate Social Responsibility
2.1 Sustainability is at the heart of our business

It collected various prizes from its clients or local professional organizations for service quality, safety, ethical conduct, working conditions
and employment, as illustrated below:

Bureau Veritas was awarded the “Grand Prix de la Transparence 2019” in the ‘Registration Document Clarity’
category, recognizing the quality and transparency of its Registration Document.

Bureau Veritas was included in the Financial Times list of “Diversity leaders 2020”.

Bureau Veritas UK is one of the select organizations to achieve the Top Employers United Kingdom
2019 Certification and be officially recognized as a leading employer for the seventh consecutive year. 

Bureau Veritas UK achieved the Gold Medal award for the seventh consecutive year and the Fleet Safety Gold
award by the Royal Society for the Prevention of Accidents (RoSPA).

Bureau Veritas France was listed among the “Best employers in France 2019”.

Bureau Veritas China won the “Top human resources management” award 2019.

Bureau Veritas Hungary has been awarded the Business Ethics Award in the multinational company category for its
commitment to sustainable and ethical principles.

AWARDS A large number of Bureau Veritas entities have received awards from clients or national associations to recognize
FROM CLIENTS their engagement and their performance in Safety, Quality, Environment and Ethics.

76 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.2 Main non-financial risks and opportunities

2.2 Main non-financial risks

and opportunities
2
2.2.1 Definition and methodology
Bureau Veritas analyzed its non-financial risks and opportunities in This risk map was supplemented by a CSR analysis conducted by
order to focus its actions on the areas considered most important. the CSR Steering Committee, resulting in the inclusion of four new
Each operating department reported on its risk factors using a specific CSR topics that did not feature in the Group’s general risk
groupwide approach devised by the Risk department. The reports map. Three topics are risks relating to human rights, the
were then consolidated and pooled. The impact, frequency and environment and climate. The fourth is an opportunity related to
degree of management for each risk were quantified, enabling the the sale of CSR services.
Group to identify major risks and opportunities.
These risks and opportunities were reviewed and confirmed by the
CSR Steering Committee, which groups the heads of the Group’s
support functions. The risks and opportunities were also validated
by Bureau Veritas Executive Management.

2.2.2 Main risks and opportunities

A total of 13 major risks and one opportunity were identified. These are presented below, together with a reference to the sections in which
they are discussed in more detail. Bureau Veritas has defined a policy, action plan, indicators and targets for each of these risks and
opportunities. Further details on all policies can be found on the CSR pages of the Bureau Veritas website. They can also be accessed by
clicking on the following link: https://group.bureauveritas.com/group/corporate-social-responsibility/policies.

Section/
Risks and opportunities Sub-section Policies Actions 2020 objectives
Operational excellence
1 Ethics 2.3.1.1 Code of Ethics. Take decisions in line with the ● 100% of employees trained
Group’s ethical rules and in the Code of Ethics.
principles, particularly in terms
of preventing corruption.
2 Client relations 2.3.1.2 Quality policy. Guarantee the high quality ● Net Promoter Score (NPS)
“Client experience of services, reports and above 45.
management” policy. certificates. ● 85% of sites certified to
Quality procedures. ISO 9001.

3 Supply chain 2.3.1.3 General purchasing terms Ensure partners comply ● BPCC signed by all new
management and conditions. with Bureau Veritas values. partners.
Business Partner Code
of Conduct (BPCC).
Partner health & safety
and environment manual.
4 Cybersecurity and data 2.3.1.4 IS/IT Charter. Ensure Group robustness ● 100% of employees trained.
protection “Personal data protection” and client data protection.
policy.
5 Innovation 2.3.1.5 Service line action plans. Adapt offer to emerging market
needs.
6 CSR services 2.3.1.6 New CSR services portfolio. Support clients with their CSR ● Increase CSR services as a %
strategies. of total services to 10%.
Human capital
7 Talent management 2.3.2.1 Employee Value Proposition Attract, nurture and retain ● Improved employee
“My Performance” – talent. engagement score each year.
“My Development”. ● <15% voluntary attrition.
Group talent strategy.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 77

2 Corporate Social Responsibility
2.2 Main non-financial risks and opportunities

Section/
Risks and opportunities Sub-section Policies Actions 2020 objectives
8 Inclusive and diverse 2.3.2.2 BV Values. Develop equal opportunities ● 100% of managers trained.
workplace BV Leadership expectations. and promote inclusiveness
and diversity.
“Inclusiveness” policy.
9 Respect for human 2.3.2.3 “Human Rights” policy. Ensure Bureau Veritas’ ● 100% of entities comply with
rights operations across the globe the Human Rights policy.
comply with human rights.
10 Health and safety 2.3.2.4 Safety policy. Ensure the health and safety ● Reduce TAR (Total Accident
Cardinal Safety Rules. of the Group's employees and Rate) by 50% (vs. 2014).
partners during each ● Reduce LTR (Lost Time Rate)
Safety procedures. assignment. by 50% (vs. 2014).
● TAR = 0.40.
● 85% of sites certified to ISO
45001.
11 Support for local 2.3.2.5 “Philanthropy” policy. Help nurture local ● 80% of donations focused
communities and outreach communities. on the Group’s priority areas.
Environmental protection
12 Fight against climate 2.3.3.1 Environment policy. Reduce the Group's CO2 ● Reduce CO2 emissions
change Climate commitment. emissions and prepare the by 10% per FTE employee
business to face major climate (vs. 2015).
“Operating eco-efficiency” changes.
policy. ● Increase the use
of renewable energy by 10%
(vs. 2015).
13 Protect the environment 2.3.3.2 Environment policy. Protection of the environment ● 75% of sites certified
and biodiversity Action for biodiversity. and biodiversity. to ISO 14001.
● 5,000 trees planted.

2.2.3 Risks not deemed significant

Fight against tax evasion Fight against food insecurity
Bureau Veritas seeks to ensure that its businesses comply with Bureau Veritas does not consider the fight against food insecurity,
laws and regulations governing tax evasion(1), and more generally respect for animal welfare, and equitable, sustainable and
strives to conduct its business activities in strict compliance with responsible food as significant risks(2).
applicable tax regulations by putting in place appropriate
resources and procedures. Section 4.4 – Legal, administrative and
arbitration procedures and investigations of this Universal
Registration Document provides details of tax positions that may
have given rise to tax inspections and/or proposed tax
adjustments.

(1) Referred to in article 20 of French law no. 2018-898 of October 23, 2018 (anti-fraud law).
(2) French law no. 2018-938 of October 30, 2018 on the fight against food insecurity.

78 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

2.3 Roadmap for shaping a world of trust

2.3.1 Operational excellence 2
2.3.1.1 Ethics, an “absolute”
Background
The nature of Bureau Veritas’ business requires full independence, Complying with these ethical principles has become a source of
impartiality and integrity. For this reason, ethics is one of the pride for all employees, who must ensure that their day-to-day
Group’s three “absolutes”. decisions are taken in compliance with the Code of Ethics.
Disciplinary measures that may lead to dismissal may be taken
Bureau Veritas’ presence in a wide range of countries exposes it to
against any Bureau Veritas employee who fails to comply with the
corruption risks, identified in a specific risk map. These risks are
principles and rules set out in the Code of Ethics.
managed thanks to a Code of Ethics, a Compliance Program,
monitoring procedures and a whistleblowing system. Internal The Group’s business partners, such as intermediaries,
controls are in place for all anti-corruption measures and subcontractors, joint venture partners and key suppliers, are also
procedures are performed by Internal Audit teams as part of their contractually bound to apply the Business Partner Code of
brief. Each year, the teams also focus specifically on Conduct in their dealings with Bureau Veritas. This includes the
anti-corruption measures to ensure that they are compliant with requirement to act in compliance with the Group’s Code of Ethics.
the French law of December 9, 2016 (“Sapin II”).
The Code of Ethics is available on the Bureau Veritas website at the
following address: http://group.bureauveritas.com/group/corporate-
Policy social-responsibility/statements-policies.
● Code of Ethics In 2019, the Group updated its Code of Ethics to reflect recent
legislative changes, in particular France's Sapin II law.
The Group’s Code of Ethics sets forth the principles and rules on
which the Group bases its development and sustainable growth ● Compliance Program
and builds relationships of trust with its clients, employees and
business partners. The Group’s Compliance Program covers the Group’s Code of
Ethics, a manual of internal procedures, a worldwide compulsory
The Code of Ethics applies to all Group employees and complies training program for all staff (available primarily as an e-learning
with the requirements of the TIC Council. module and supplemented by local training and awareness-raising
It has four core principles: initiatives), a whistleblowing procedure for internal and external
ethics violations, a risk mapping process, internal and/or external
(I) The Code of Ethics must be applied rigorously. assessment procedures for commercial partners coupled with an
(II) Our conduct must always be governed by the principles of information database and sample contracts, accounting control
transparency, honesty and fairness. procedures with the allocation of specific accounts for regulated
transactions (gifts, donations, etc.), the annual certification of
(III) We are committed to fully complying with the laws and guidance frameworks and regular control and assessment
regulations of the countries in which we operate. processes, which are mainly conducted via an annual
(IV) We are committed to fighting corruption. self-assessment campaign and rounded out by internal and
external audits.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 79

2 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

32 LANGUAGES
CODE
OF ETHICS

16 LANGUAGES
6 LANGUAGES
E-LEARNING
INTERNAL
MODULE
PROCEDURE MANUAL

RISK MAPPING
ALERT LINE

ORGANIZATION

In 2016, the e-learning module pertaining to the Compliance ● Monitoring procedures

Program was transferred to the Group’s dedicated “My Learning”
An organization with dedicated resources
platform in order to enhance and facilitate its worldwide
deployment. The Compliance Program is rolled out by a dedicated The Group’s Compliance Officer is the head of the Group’s Legal
global network of Human Resources managers. Affairs & Audit department. He or she defines, implements and
oversees the Compliance Program, assisted by a network of
● Regularly reinforced procedures Compliance Officers within each operating group.
Through dedicated internal rules and procedures, the Group The Group’s Ethics Committee, whose members are appointed by
controls notably the selection of its commercial partners the Company’s Board of Directors, comprises the Chief Executive
(intermediaries, joint-venture partners, subcontractors, main Officer, Chief Financial Officer, HR Director and Compliance
suppliers) and the integrity of their actions, prohibits certain Officer. The Committee meets at least once a year and whenever
transactions, such as facilitation payments and kickbacks, and necessary. It oversees the implementation of the Compliance
restricts others, such as donations to charitable organizations, Program and deals with all ethical issues submitted by the Group
sponsorships and gifts. Compliance Officer. The Group Compliance Officer reports the
violations he or she is aware of and provides the Committee with a
The measures adopted to fight both corruption and harassment
full yearly report on the implementation and monitoring of the
and to comply with anti-trust rules and international economic
Compliance Program.
sanctions are regularly improved. This is done by reviewing
internal rules and procedures, dispensing additional training and Every six months, the Group Compliance Officer provides the
sending regular alerts through the Group’s network of Compliance Company’s Audit & Risk Committee with a report on compliance.
Officers. The Compliance Officer also prepares a report for the Board,
which has final decision-making authority.
Each operating unit has a dedicated manual covering its own
specific legal, risk management and ethics issues designed to In addition, the legal representative of each legal entity (subsidiary
assist operating managers to act in compliance with the rules or branch) is responsible for the application of the Code of Ethics
applicable to the Group as a whole. and the Compliance Program by the employees falling within his
or her authority. To this end, he or she is required to provide a copy
In carrying out its business, the Group rolls out specific operational
of the Code of Ethics to all of his or her employees, to ensure that
procedures for its inspectors and auditors to ensure the integrity
they are trained, to inform them of their duties in simple, practical
and impartiality of its services.
and concrete terms, and to make them aware that any violation of
the Code of Ethics constitutes a serious breach of their
professional obligations likely to result in disciplinary measures.

80 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

Global annual assessments ● Whistleblowing system

Each year, the Group carries out a compliance assessment on the If a Group employee has a question or faces an issue relating to
basis of a questionnaire. As a result of this process, a declaration is the implementation or interpretation of the Compliance Program,

2
issued by the legal representatives of each entity. he or she may contact the local Compliance Officer or ask his or
her local managers for advice.
These declarations are then consolidated at the level of each
operating group, after which an annual declaration of compliance If no satisfactory solution is forthcoming and if the employee is
is signed by each Executive Committee member responsible for an reluctant to discuss this matter with his or her superior or if the
operating group. These declarations of compliance are sent to the other procedures for handling individual complaints are not
Compliance Officer who issues, on this basis, an annual report that applicable, the employee can follow the whistleblowing procedure
is provided to the Ethics Committee, and subsequently to the dedicated to ethical issues either by directly contacting the
Audit & Risk Committee. Compliance Officer through the internal whistleblowing hotline or
by contacting the external professional whistleblowing hotline. On
Complying with Bureau Veritas’ ethical principles and rules is also
his or her request, the matter will be treated confidentially, and
taken into account in managers’ annual evaluations. Each
the identity of the employee will not be disclosed.
manager is required to confirm compliance with the Group’s
ethical standards during his or her annual evaluation. Questions,
claims or comments from third parties concerning the Code of Action plan
Ethics may also be sent directly to the Compliance Officer.
In 2020, the Group will roll out its revised Code of Ethics in line
Regular internal and external audits with the requirements introduced by the Sapin II law and the TIC
Council. The English version of this new, more reader-friendly
Compliance with the Code of Ethics is periodically reviewed by
Code has already been approved by the Ethics Committee and the
internal auditors, who report their findings to the Compliance
Code is currently being translated into 32 languages.
Officer and to the Audit & Risk Committee. Compliance auditing is
one of the main cycles and procedures covered by the Group’s A new version of the e-learning module will be developed in 2020,
Internal Audit & Acquisitions Services department. Starting in notably to take into account changes in the Code of Ethics.
2019, Internal Audit teams carry out a specific engagement to
ensure the Compliance Program complies with the Sapin II law. Significant efforts are currently being deployed to put in place a
client and supplier evaluation system. This will apply in addition to
In addition, the Compliance Program is subject to a yearly external the system already existing for intermediaries.
audit by an independent audit firm, which issues a certificate of
compliance to the Compliance Officer, who subsequently sends it
to the Compliance Committee of the TIC Council, the international Indicators
association representing independent testing, inspection and A quarterly reporting system has been set up to ensure that all
certification companies. Each year, the Compliance Officer employees receive training on the Code of Ethics; new recruits
presents the findings of this audit to the Executive Committee and have one month in which to complete this training.
subsequently to the Audit & Risk Committee.
Compliance Officers within the operating groups are now required
to prepare a declaration on intermediary activities and fees and on
any alerts received, along with follow-up and conclusions.

2.3.1.2 Client relationships are an overwhelming priority at Bureau Veritas

Background ● a lack of availability and responsiveness in dealing with clients’
needs;
The nature of the services provided by Bureau Veritas
systematically brings clients into contact with the Group’s ● failing to understand clients’ needs or inappropriately advising
operational, sales, management or support teams. In this respect, clients in an attempt to meet their needs;
a high-quality client relationship at all levels of the value chain is ● providing poor quality services (excessively long assignment
essential to secure client satisfaction. period, insufficient expertise, reporting inaccuracies, etc.);
Poor quality initiatives, regardless of where they occur on the ● failing to provide post-assignment follow-up in order to explain
value chain, can affect the quality of the services provided, along findings.
with client satisfaction and the relationship with the client itself.
Situations exposing the Group to risk include: A poor client relationship often results in the loss of a client and a
bad reputation that could spread to other clients.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 81

2 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

Policy Bureau Veritas to deliver high-quality services to its clients across

the globe.
Client relationships are an overwhelming priority at
Bureau Veritas, and the policies put in place in this regard are Bureau Veritas has had an integrated management system for
based on three key components: many years now. The system guarantees that common practices
will be shared across the globe and incorporates ISO 9001 quality
● the Group management system, which includes its quality management, OHSAS 18001/ISO 45001 health and safety
strategy and quality procedures; management and ISO 14001 environmental management
● “Lean” management and operational excellence, which enable standards.
processes to be optimized; and It is certified to ISO 9001, ISO 14001 (see sub-section 2.3.3.1 –
● monitoring of the client experience, including client satisfaction Combating climate change and adapting to its consequences) and
measures. ISO 45001 (see sub-section 2.3.2.4 – Health and safety).

Action plan ISO 9001

● A quality management system
88%
Operational excellence requires a quality management system 87% 87% 87%
that underpins the Group’s organization and allows Bureau Veritas
to disseminate the same standards across the globe and in each of
2020 obj.: 85% 85%
its businesses.
The Group’s quality policy is focused on four areas:
● providing Bureau Veritas clients with premium service, ensuring
efficiency and integrity;
● satisfying stakeholder expectations;
● managing risks; and
● incorporating continuous improvement into each employee’s
daily activities.
2015 2016 2017 2018 2019
The quality of the Group’s operations is monitored by two bodies,
the Quality department and the Technical, Quality and Risk (TQR)
departments: These figures present Group quality certifications outside the
Certification business, which receives specific accreditations, and
1. the Quality department manages the overall quality excluding companies acquired in 2018, which have one year within
management system adopted by all divisions. It is which to roll out the Group’s management system and be covered
responsible for developing documentation for the quality by Bureau Veritas certification.
management system and for ensuring compliance with
quality processes across the Group. The department ● A “Lean” management approach and an operating
organizes internal audits to ensure that practices comply model designed for excellence
with the Group’s quality system and with the requirements
of ISO 9001. It also puts into place remedial action plans. To support its growth and international development, since 2012
Each year, the operating entities review the quality Bureau Veritas has adopted a “Lean” management approach,
management system falling within their remit. These reviews which can be described as developing a culture of ongoing
are generally consolidated in a review carried out at performance improvement.
Executive Management level. This management system has As part of the strategic plan for 2020, six transformation
been certified to ISO 9001 by an accredited independent initiatives were launched focusing on the Group’s operating
international body (outside the Group’s Certification fundamentals:
business);
1. re-engineering;
2. deployed at the level of the operating groups, the TQR
(Technical, Quality and Risk) departments are responsible for 2. planning;
ensuring that missions are compliant with the technical and 3. optimization of travel time;
organizational standards laid down by supervisory
authorities such as government ministries and accreditation 4. data management;
bodies, and with customary standards and practices in the 5. assignment progress follow-up;
TIC sector. They validate the approach and methodology
used in the Group’s assignments and the requisite skills 6. electronic migration of assignments and reports.
needed for those involved, and conduct audits to ensure that
These initiatives have led the operating and administrative teams
these requirements are duly met. They are consulted
to rethink their way of working, and have enabled them to identify
upstream in order to verify conformity of complex service
areas for improvement in their particular organization.
offers and to ensure the Group is able to perform those
services to the level expected by the client and with an “Lean” management is a way of changing and improving processes
acceptable level of risk for the Bureau Veritas Group. before rolling out digital solutions, in order to optimize their
impact.
The Quality and TQR departments are assisted by structural
networks of Quality and TQR managers. The compliance of the The improvements and solutions implemented through “Lean”
Group’s processes with regulatory requirements and with the management projects reduce work times and optimize travel with
requirements laid down by accreditation bodies and by its clients, a view to improving the services provided to clients.
as well as the continuous improvement of these processes, allows

82 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

In addition, “Lean” management encourages teamwork and helps Indicators

create a pleasant work environment with a coherent allocation of
roles and responsibilities. It also plays a role in the ongoing Client satisfaction surveys are organized locally for each operating
improvement of Bureau Veritas’ relations with its clients by entity. These surveys systematically include a standard question

2
providing solutions that meet clients’ needs and expectations. that is the same for each operating entity and asks clients to rate
their satisfaction on a scale of 1 to 10. In 2019, more than
● Client experience 398,000 questionnaires were sent out, compared with 284,000 in
2018, and the response rate was close to 12%. The
Client satisfaction is a major concern at Bureau Veritas and is at questionnaires were sent out to the clients irrespective of the
the heart of its management approach. Besides day-to-day country in which they are based and the type of services they use.
dealings between Bureau Veritas teams and their clients, the The overall level of satisfaction, calculated as the average rating
Group regularly conducts client satisfaction surveys. Results at of the answers received, was 95 out of 100 in 2019, compared to
local and global level enable Bureau Veritas to continue improving 86 in 2018.
the satisfaction levels of its clients.
NPS has been rolled out across many of the Group’s activities. For
In 2019, the Group conducted numerous client satisfaction example, all certification services are systematically surveyed
surveys based on the Net Promoter Score (NPS) method. This using NPS, with a satisfactory score of 45 in 2019. The Group’s
method uses a single question to assess client loyalty. It is used in business activities in France as well as in Canada are among the
addition to the satisfaction surveys of the operating entities to first to have deployed NPS across their operations. In 2020, under
help define a pertinent groupwide indicator, while giving each the Customer Experience policy, each entity will be required to
entity the scope to design satisfaction surveys more suited to define its action plan for deploying the new applicable measures.
their needs.
As well as client satisfaction measures, the Group has rolled out a
To support deployment of the NPS method, in January 2020 client complaint management solution (QESIS) across all of its
Bureau Veritas published a new version of its Customer entities. Providing end-to-end traceability, this solution involves all
Experience policy, which makes NPS compulsory. At least 30% of stakeholders in the complaints handling process. It also strives to
the clients of each operating group are to be assessed each year. identify the causes of the complaints and effective remedial
action plans.

Indicator 2019 2018

Client satisfaction indicator 95/100 86/100
ISO 9001 certification scope 86.7% 87%

These data are key components in management’s review of the quality system.

2.3.1.3 Supply chain management

Background The new P2P module in the project FLEX notably allows:

Purchases made in connection with Bureau Veritas’ businesses ● relations with Bureau Veritas suppliers to be enhanced while
include operating purchases and purchases related to testing significantly reducing the size of the Group’s supplier database
laboratories and the subcontracting of services. and facilitating supplier database supervision;

The Purchasing department primarily is dealing with suppliers as ● analytical capabilities to be developed (visibility over Group
well as subcontractors companies, for which it liaises with the expenditure, list of suppliers) with a view to reinforcing the
local internal departments responsible for management on a daily Group’s capacity for negotiation at both local and global levels;
basis. The department has three main objectives: ● the Group’s main purchasing procedures to be respected and
● optimizing commitments with suppliers; the segregation of duties to be guaranteed (e.g., between
purchasers and the accounts payable department).
● ensuring compliance with governance rules, with respect to
both internal and external processes; Deployment of this module is currently in progress and will be
completed in 2022. The Purchasing department relies on this
● managing supply chain risks. module to strengthen the supplier listing policy and manage issues
The project FLEX, a major ERP project, focuses in particular on the relating to social and environmental responsibility and business
supply chain and especially the Procure to Pay (P2P value chain, ethics.
which covers from the purchase orders to the payments of
suppliers of goods and services). Improvements in this P2P value
chain are supported by changes in procedures.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 83

2 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

Policy
In 2018, four main strategic goals related to the Purchasing these data, the Group plans to monitor responsible sourcing
function were defined in the Group’s 2020 strategic plan: performance indicators in 2020 for the main countries having
rolled out the project FLEX.
● “Best Value”: spend less;
A communication campaign for the Group’s community of
● “Best Ways”: spend better;
purchasers across the globe was carried out in 2019 and the new
● “Best Behaviors”: manage risks more effectively; model is already up and running in more than ten countries.
● “People”: train and inform the right “players”. To bring suppliers into alignment with a responsible sourcing
approach, Bureau Veritas used a risk map drawn up in 2017 and
The Group’s purchasing policy is supported by the necessary tools updated in 2018. This analysis is described in further detail in
and procedures within Bureau Veritas (e.g., standard contracts, section 2.4.2 – Risk mapping of the duty of care plan. Based on
risk matrix, segregation of duties based on clearly defined roles this exercise, the risks identified at the level of the supply chain
and responsibilities, etc.). It is being rolled out and communicated range from low to moderate risks in the Social Hotspots DataBase
throughout the organization at the same time as the new ERP (SHDB). These risks concern certain regions (China, the
system. United States and Brazil) and certain purchasing categories
More specific goals were pursued in 2019: (chemical products, office services). A selective approach focusing
on strategic suppliers is being rolled out, with the aim of listing the
● strengthen a strategic vision of purchasing by putting in place a main high-risk partners and supporting them in their improvement
central organization based on category management and efforts.
strategy definition with local initiatives for deployment;
In 2019, Bureau Veritas also launched several initiatives to help it
● confirm the governance of the Purchasing function with regular identify supply chain risks with suppliers. These include
calendar and inputs from the network; (i) incorporating criteria relating to social and environmental
● achieve cost savings by consolidating needs and sharing responsibility and ethical business conduct when selecting
experiences; suppliers in a competitive bidding process upstream of any
purchases; (ii) including clauses relating to these criteria in any
● manage procurement-related risks and reduce the number of contracts signed and in general terms and conditions of purchase;
suppliers. (iii) requiring new business partners to sign the Code of Ethics and
The Group’s responsible sourcing strategy is based on its duty of Business Partner Code of Conduct; and (iv) tracking responsible
care plan, which covers social and environmental responsibility purchasing performance indicators throughout the supplier
and ethical business conduct. These principles apply to its supply relationship by holding regular meetings.
chain and are an integral part of the general terms and conditions In 2014, Bureau Veritas launched a continuous purchasing
of purchase, the Code of Ethics and the associated Business improvement program from a CSR perspective. The Group teamed
Partner Code of Conduct (BPCC), as detailed in section 2.4.1 – up with Ecovadis, an independent platform evaluating suppliers in
Governance and policies of the duty of care plan. terms of sustainable development and CSR, and identified the
following goals:
Action plan ● demonstrate Bureau Veritas’ commitment to sustainable
development across the entire supply chain;
Five initiatives for continuous improvement
in responsible sourcing ● systematically evaluate key suppliers on CSR issues;
In 2019, in an attempt to make its procurement procedures more ● help suppliers improve their environmental and social
secure, the Purchasing department reviewed the P2P module performance.
template in the project FLEX as described below:
Ecovadis uses 21 criteria when evaluating suppliers, based on four
● Bureau Veritas partners were classified for the first time in four main themes: environment, fair working conditions, business
categories, thereby identifying suppliers considered as strategic ethics and responsible procurement.
to the Group;
For strategic suppliers not evaluated by Ecovadis, the Purchasing
● social and environmental responsibility and ethical conduct risk department has designed a responsible supplier self-assessment
monitoring was incorporated into the tool (information questionnaire based on the five themes of the duty of care plan
regarding the signature of the Code of Ethics and Business described in section 2.4 – Duty of care plan of this Universal
Partner Code of Conduct, and on the supplier sustainability Registration Document. This questionnaire is being introduced
self-assessment exercise presented below). across the Group and incorporated into the FLEX ERP.
This new model currently being put in place helps to identify and Lastly, Bureau Veritas has also launched a campaign to roll out its
rank the business partners and purchasing categories in order of Business Partner Code of Conduct (BPCC) to these suppliers (see
priority, and to collect a maximum amount of procurement risk section 2.4.3 – Action plans of this Universal Registration
data to be analyzed in relation to Bureau Veritas partners. Using Document for more details).

84 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

Indicators
The responsible sourcing performance indicator is now included all of the Group’s applications. It was devised jointly by (i) the
within Purchasing department performance indicators and will be Legal Affairs & Audit department together with the Data

2
rolled out throughout the year. This indicator will be monitored for Protection Officer (DPO) appointed in January 2018, and (ii) the
both strategic and non-strategic suppliers. It tracks several Group IT department and its IT Security unit.
metrics, including:
Key applications containing employee data are now closely
1. The number of suppliers having accepted the Code of Ethics monitored after a specific governance structure was set up in
and BPCC, or having replied to the responsible supplier 2017. Action and compliance plans are managed by Group entities
self-assessment questionnaire. In 2019, 345 suppliers and by Data Protection Officer and IT Security central teams.
signed Bureau Veritas’ Code of Ethics in 14 countries;
More than 300 applications rolled out before 2018 are monitored
2. The number of suppliers having agreed to reply to Ecovadis and regularly assessed in this respect. Furthermore, thanks to the
questionnaires. An evaluation campaign was launched with “Security by Design” mechanism described below, new projects
Ecovadis in 2019, targeting 491 suppliers. To date, also comply with personal data protection rules from the outset,
173 suppliers have responded to the questionnaire and a thereby meeting the key “Privacy by Design” principle.
second campaign is underway.
Since 2018, these audits have verified software teams’
compliance with applicable regulations. Any discrepancies are
noted in a report and the teams provided with corrective action
2.3.1.4 Cybersecurity and data protection plans, which they must then carry out.

Background b) Operating controls, processes and practices

Information systems and digital solutions are key to developing Several measures have been designed to bring IT security on board
the Group’s strategy and growth going forward. Faced with the Group’s business and digital processes:
continually evolving threats and increasing digital exposure, ● the “Security by Design” approach applies to digital projects and
protecting clients’ confidential data is one of the Group’s major covers all of project phases, from design to production support;
concerns. Bureau Veritas also seeks to protect its businesses and
expertise, ensure compliance with laws and regulations, and ● toolkits have been created based on IT Security policies and are
protect its strategic and financial data. designed to help the Group’s various functions implement the
measures. This includes for example deployment of a Security
The Group set up an organization devoted to cybersecurity and Assurance Plan for the Purchasing department and
data protection in 2016. In the context of the digital subcontractor management, a best practice guide for
transformation of the Group’s businesses, and in line with the developers, and guides for IT administrators on improving the
acceleration of the cloud computing strategy, Bureau Veritas robustness of technical architecture;
decided to step up deployment of its IT security plan.
● quality and security controls for applications and databases
have been put in place, including risk analysis (EBIOS approach),
Policy vulnerability scans, code audits, external audits and penetration
testing for critical, sensitive applications;
a) IT security and operating policies
● business continuity plans exist for critical IT services. These
Bureau Veritas has a groupwide strategy based on ISO 27001 that
plans are designed to enable operations to be resumed within
ensures it is aligned with market expectations, and has a
24 hours and to reduce the period of data loss to a maximum of
standardized, auditable framework. It has also designed specific
two hours.
operating policies in this regard. These policies roll down into
operating measures, processes and techniques.
c) Dedicated teams
The Group has put in place a charter defining the rights and
The Group’s target is to gradually scale up IT expenditure invested
responsibilities of users, employees and partners in terms of
in cybersecurity and data protection, to reach at least 5% by
cybersecurity and data protection. E-learning content to support
2021.
these initiatives was also launched in 2018. The ultimate aim is to
achieve full employee coverage, with an initial objective of A specific information systems security organization works closely
50,000 employees trained in 2020. alongside both the IT department and all Group divisions. It is
responsible for rolling out all organizational, technical and
Building on its renewed ambition and three-year roadmap, Bureau
process-based measures designed to protect property and data,
Veritas defined a maturity model in 2019 based on the NIST
identify threats and attacks, and formulate a response to any
cybersecurity framework. This will help drive rapid advances in all
incidents that may occur. This organization reports directly to the
of the Group’s entities and facilitate the alignment between rules
Group’s IT department.
and practices.
In addition to central teams, IT security officers are appointed in
In terms of personal data protection and particularly compliance
each Group division to ensure that entities’ decisions and
with the General Data Protection Regulation (GDPR), the Group
practices are duly aligned with Bureau Veritas policies and
established an identical framework for all entities, containing
standards.
63 legal and technical measures. This framework is applicable to

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 85

2 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

IT security is managed by internal teams of Group experts in Examples include advanced protection of property and equipment
France and India. As from 2020, an external operational security (servers, PCs); centralized and filtered management of IT logs
unit will reinforce the Group’s detection and incident response enabling information to be fed into the Group’s incident alert
capabilities. application (SIEM); definition of architecture and standards for
cloud-based operations (AWS, Azure); provision of a cyber ranking
d) Digital trust and compliance approach solution enabling the Group to anticipate and identify
vulnerabilities across its entire network and in all of its regions;
The Group’s internal compliance standards are based on and the capabilities developed internally within the Group for
ISO 27001 and related guidance. This should lead to certain Group auditing code and scanning application vulnerabilities.
entities and organizations being certified to the standard by 2021
on the basis of criticality and strategic criteria. Two new solutions will be added in 2020 aimed at preventing data
loss and improving cloud security.
Bureau Veritas also looks to ensure that its IT security practices
comply with its contractual obligations and with applicable laws Lastly, the Group continues to step up its use of independent
and regulations. A governance model including central teams and technical audits performed by accredited bodies (ANSSI France) to
IT security officers ensures that the compliance approach in each improve its level of protection and robustness on an ongoing basis.
of the Group’s divisions is aligned and consistent. Such audits cover critical assets as well as sensitive components
of the Group’s organization such as acquisitions.
Particular attention is paid to purchases and services provided,
especially as regards data protection. A toolkit has been
developed together with the Group Purchasing department, Action plan
containing a security assurance plan, applicable clauses and other
tools designed for buyers and managers of contracts with service In late 2019, Bureau Veritas drew up a revised roadmap for the
providers. next three years based on three main priorities:

These elements are included in the Bureau Veritas Business 1. roll out a NIST cybersecurity-type framework to rapidly
Partner Code of Conduct (BPCC), which is applicable to all improve maturity across the Group;
stakeholders. 2. accelerate the implementation of audit programs either
internally or supported by external independent firms, in
e) Specialized and evolving technologies order to increase the number of controls and penetration
As well as an effective perimeter security system that has been in tests, identify areas for improvement, and coordinate
effect for several years now, the priority today is to put in place corrective action for all Group entities;
new technologies that can improve the Group’s protection, 3. launch an ISO 27001 certification program by prioritizing
detection and reaction capabilities. at-risk business lines and activities that are critical for
clients.

Indicators

Indicators and commitments through to 2021 2019 2020 2021

Number of training initiatives (cybersecurity, phishing
12,000 50,000 80,000
simulations, GDPR)
Number of “Privacy by Design” audits performed (GDPR) 20 20 20
Number of cybermaturity assessments performed 0 8 8
Number of vulnerability scans completed 42 50 60

2.3.1.5 Innovation
Background Policy
The Company has to contend with rapid developments in Bureau Veritas keeps a continuous watch on these new
technologies and social and environmental challenges. technologies and on the accompanying regulations. This
regulatory watch is organized by business and major country.
Thanks to artificial intelligence, greater data processing capacity
and faster communication speeds, Bureau Veritas can design new A Public Affairs department has been created, staffed by more
services leveraging these new technologies to best effect. than 15 employees. The role of this department is to monitor all
new proposed regulations together with the TIC Council, the
These same technological innovations bring with them new risks
professional body representing the testing, inspection and
for businesses, which in turn give rise to new needs for testing,
certification industry. This allows Bureau Veritas to adapt its
inspection and/or certification, particularly in the areas of
service offering to these emerging needs. Regulations issued by
cybersecurity, personal data protection and information integrity.
the European, US, Chinese and Indian authorities are monitored
At the same time, new social and environmental challenges particularly closely.
require governments, companies and civil society to make the
A regulatory watch has also been put in place for France, with the
necessary transition to creating a more human, environmentally
help of AFEP and MEDEF, so that any changes in regulations that
friendly world. These transitions mostly occur within the
could have an impact on the Group’s clients and therefore on its
framework of standards and regulations that can be certified by
service offering, are duly monitored. More than ten people are
Bureau Veritas. This is notably the case of the energy transition,
responsible for this regulatory watch in France, organized by
the reduction in CO2 emissions, respect for human rights and
specialist area including the environment, safety and security,
supply chain compliance.
human rights, ethics, welfare protection, CSR and governance.

86 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

This regulatory watch enables Bureau Veritas to continually adapt Indicators

its services to the new challenges facing society and businesses. It
has also led to the creation of new services specifically designed Indicators are used to track the growth in business attributable to
to address new regulatory requirements, the latest technological these new services in their first three years. These indicators were

2
innovations and the needs of the Group’s clients. not yet available in 2019, but will be deployed as from 2020 in
order to track these new services as part of Bureau Veritas’ next
strategic plan.
Action plan
Action plans are put in place by the Technical and Marketing
departments of each business line. These departments design new 2.3.1.6 CSR services
services aligned with new regulatory requirements, and adapt to
new client needs by leveraging new technologies.
Background
In many cases, Bureau Veritas enters into partnerships with firms
Many companies are launching major Corporate Social
developing leading-edge technologies. These partnerships are
Responsibility programs in an attempt to better meet the
founded on joint innovation with input from clients and managed
expectations of their employees and of their various external
via pilot projects. They make it possible to validate the design of
stakeholders. Over recent years, there has been a big increase in
these new services based on specific practical case studies.
these initiatives, which often require the involvement of
As illustrated below: independent third parties to verify and certify the implementation
of action plans and the quality of the indicators published.
Projects based on artificial intelligence:
The programs can vary greatly, and are designed in light of the
● improved power plant integrity and safety through predictive
nature of a company’s business, culture, maturity and strategy.
maintenance. Predictive maintenance identifies the right time
They often cover a company’s sites across the globe and its supply
to repair industrial equipment (i.e., preventing unexpected
chain.
equipment failures);
Through its clients, CSR therefore represents a growth
● automated identification of defects using images or videos
opportunity for Bureau Veritas, driving value creation for its clients
taken by drones or robots, allowing remote inspections and
and for society at large.
ensuring improved safety for Bureau Veritas inspectors and
staff at the industrial sites concerned; By nature, most Bureau Veritas services contribute to CSR. The
Group helps companies reduce their risks and improve their
● digital assistant for assessing risks in laboratory tests, resulting
performance in terms of safety and security, quality, environment
in significantly better working conditions for Bureau Veritas
and sustainable development.
experts.
Projects based on new product technology:
Policy
● development of new safety tests for smart objects in the
consumer goods and automotive industries; Faced with this growing commitment to sustainability issues,
Bureau Veritas has developed a bespoke CSR service offering
● development of new inspections for renewable energy drawing on Environmental, Social and Governance (ESG) aspects
production infrastructure; to support clients in implementing their CSR programs.
● classification of new LNG-fueled ships aimed at reducing CO2 In drafting its new strategic plan, Bureau Veritas made the
emissions. development of a CSR service offering a major priority. ESG will
also be one of the drivers of the Group’s transformation, allowing
Projects based on new standards:
it to adapt its services to the changing needs of its clients.
● creation of new certification standards to support the circular
Bureau Veritas is intent on leveraging its expertise to foster
economy, from eco-design to recycling (Circular+ services);
sustainable, inclusive and transparent growth. These newly
● creation of new cybersecurity and personal data protection developed services allow Bureau Veritas to maintain trust in a
services. fast-changing environment and help businesses transition to a
more sustainable model.
Projects based on regulatory controls undertaken on behalf of
public authorities:
Marine & Offshore
● theory test for driving license applicants; Bureau Veritas protects its clients’ people and assets, passengers
● review of applications for building permits. and the marine environment. Bureau Veritas helps clients to
ensure the safety of seafarers, passengers, cargo and assets in one
Innovation at Bureau Veritas is driven by digital and CSR of the most challenging environments on earth.
initiatives, but also encompasses efforts to address changing
market needs and prepare the society of the future. The Group also helps to minimize the environmental impact of
marine and offshore activities, supporting compliance with
regulations and industry standards with a strong focus on energy
transition to low-carbon shipping.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 87

2 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

Thanks to its recognized expertise in smart shipping and Examples of CSR services:
cybersecurity, and to its advanced solutions throughout the asset
● Consumer product origin and traceability, e.g., cotton supply
lifecycle, Bureau Veritas provides comprehensive support for
chain;
achieving more sustainable Marine & Offshore usages.
● Responsible metal sourcing;
Examples of CSR services:
● Renewable energy – quality assessment of biofuels for the
● Classification of low-noise ships powered by cleaner fuels
aviation, marine and automotive sectors;
(liquefied natural gas – LNG/liquefied petroleum gas – LPG);
● Timber certification.
● Future-proof assessment of technological innovations linked to
the energy transition (zero-emission vessels, floating
windfarms); Industry
● Ship CO2 emissions verification and performance assessment; Bureau Veritas supports clients to meet today’s energy needs
while building a low carbon future.
● Environmental inspection services (e.g., water ballast
management); Bureau Veritas’ services throughout the lifecycle help secure
energy supply by reducing risk, improving reliability, and optimizing
● Ship recycling/offshore platform decommissioning control. the efficiency of industrial assets in complex environments, all the
while improving their safety and performance. Present all along
Agri-Food the value chain, from construction to operations, Bureau Veritas
helps to ensure quality and integrity, minimize environmental
Bureau Veritas promotes transparency of product origins and
impact, prevent accidents, and protect people and local
quality, while supporting sustainable production.
communities.
Bureau Veritas is building transparency and promoting sustainability
Examples of CSR services:
from farm to fork with its global, end-to-end expertise covering
inspection, audit & certification, and testing services. The Group is ● Industrial facilities/infrastructure safety inspection and quality
committed to supporting responsible use of natural resources and certification;
animal welfare, as well as ensuring the reliability of complex supply
● Ageing assets decommissioning environmental control;
chains, enabling end consumers to make informed decisions.
Bureau Veritas contributes to increasing traceability and ● Equipment inspection for renewable power generation and LNG
transparency throughout the food industry, for the benefit of facilities;
society.
● Cybersecurity-related services, digital inspections (predictive
Examples of CSR services: analytics, robotics and AI);
● Precision farming and crop monitoring solutions; ● Monitoring fugitive emissions of chemical compounds to reduce
impact on health and environment.
● Sustainable agriculture certification programs;
● Animal welfare/responsible fishing inspections; Buildings & Infrastructure
● Organic food certification; Bureau Veritas helps its clients by ensuring that assets are
sustainable, sound, efficient, safe and built to last.
● Supply chain risk management and digital traceability.
Bureau Veritas brings its technical expertise and in-depth
Commodities knowledge of local regulations to help its clients design, develop,
and manage cities and infrastructure. It contributes to the
Bureau Veritas provides high quality data to accurately assess the
development of sustainable and smart cities. The Group is present
quantity and quality of a wide range of commodities as they move
at every stage, from feasibility to operations, offering inspection
through global supply chains.
and certification services for new and ageing assets, to support
Bureau Veritas is an innovative leader in commodity inspection the transition to low energy consumption. Bureau Veritas provides
services, from origin, through trading, to the consumer. The Group people with the assurance that they can safely use buildings,
provides precision inspection and testing across its global infrastructure and transport on a global basis.
network. Thanks to its commodities expertise and knowledge, the
Examples of CSR services:
Group helps clients at all levels of the supply chain make informed
decisions based on calculated risk and quality. The insightful data ● Energy performance, water consumption and waste treatment
generated from its rigorous inspection and testing services helps audits;
secure transparent and traceable supply chains for clients. Global
● Air quality control;
demand for responsible sourcing is supported by Bureau Veritas’
services. This allows the public to make positive and informed ● Safety inspection (electrical, fire, elevator maintenance);
decisions, thereby reducing their impact on the environment.
● Asset efficiency and performance via digital solutions such as
Building Information Modeling (BIM);
● Environmental impact assessments, certification of green
buildings;
● Health and safety coordination at construction sites;
● Control of green energy production infrastructures (wind, solar,
etc.).

88 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

Certification Consumer Products

Bureau Veritas helps its clients to build the trust of end Bureau Veritas helps its clients to provide high quality, safe,
consumers, citizens and public authorities by providing sustainable and compliant products (toys, softlines, hardlines),

2
certification, audit and training services. connected devices and electrical & electronics products.
Bureau Veritas enables organizations to anchor the trust of All over the world, Bureau Veritas draws on its industry expertise
stakeholders and safeguard their reputation while achieving and leading testing capabilities throughout the value chain to
compliance and improving performance at all levels of their control product quality, safety, compliance, sustainability, and in
activities and supply chains. The Group evaluates both the safety some cases, connectivity and interoperability. The Group helps
of people and the security of data and assets to help its clients both online and traditional retailers, as well as brands, to manage
ensure quality, and measure and manage their environmental and their risks all along the supply chain, and to validate and improve
social impacts. product performance. Bureau Veritas supports the consumer
goods industry in empowering end consumers to make informed
Examples of CSR services:
and responsible purchases, including, for example, by giving
● Supplier audits and risk mapping analysis; assurance that connected devices are reliable and protect the
user’s data.
● Responsible sourcing assessment (biofuel, agri-food, forestry,
metals, minerals, etc.); Examples of CSR services:
● Environmental & energy management systems certification and ● Quality control tests for materials and components;
GHG emissions verification;
● Social and ethical audits of supply chains;
● Assessment of management systems dedicated to circular
● Testing of connectivity (new mobility, devices, connected cars,
economy (Circular+);
5G, etc.);
● Social accountability audits and supply chain customized audits;
● Supply chain quality improvement program;
● Assurance of CSR & sustainability reporting.
● Regulatory compliance and verification of product performance.

Action plan
Circular+ is a bespoke suite of CSR services developed by Bureau Veritas for businesses.
It is a holistic approach that offers process audit and management system services to help companies manage both their environmental and
social impacts and transition to a circular business model. In this circular economy model, resources and waste are reduced as far as
possible and when a product reaches the end of its life, it is reused or its materials are recycled to create even more value.
The diagram below illustrates Circular+ and its various modules.

RESPONSIBLE SOURCING
Food & Agri (MSC, RSPO) Metals (ASI, 3TG, RMI) Resources
Forest (PEFC, FSC) Energy (ISO 50001) Renewables Recyclables/reusables
Biofuels (ISCC, 2BVSvs) Water (AWS, ISO 14046)

ENVIRONMENTAL IMPACTS Supply chain

Environmental Management Customized audits
System (ISO 14001) Carbon & ecological footprinting

Manufacturing
SOCIAL IMPACTS
Health & Safety (ISO 45001) Customized audits
Anti-Bribery (ISO 37001) Sector supplier audits
(SMETA for Food, PSCI for Pharma) Distribution

TRANSPARENCY & REPORTING Consumption

Sustainability Report Assurance
GHG Emission Verification (CDP, EU ETS, Gold Standard, VCS)

Waste

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 89

2 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

The action plan to develop the CSR offer includes the following ● finalize the strategic plan and include the development of CSR
objectives: services.
● provide training about the Group’s CSR services to auditors and
client-facing employees; Indicators
● set up CSR reporting; The performance indicator used to monitor the business
generated by Circular+ is revenue growth.
● present the CSR offering to the Group’s main clients;
In 2019, revenue relating to the Certification business’s
● enrich and update the catalog of CSR services, incorporating all
Sustainability offer grew by 15%.
testing and certification services;

2.3.2 Human capital

Description of risk Sustainable approach
As a services company, the men and women working at Bureau The HR strategy is expressed through a common framework of
Veritas, chiefly engineers, technicians and other personnel skilled areas of focus and five major goals, developed in 2018. In 2019,
in quality, health and safety, security, environmental protection the decision was made to continue delivering the Group’s HR
and social responsibility, are the Group’s most important asset. strategy through this framework, with a different calendar for
The ability to attract, engage and retain such professionals in an each area of focus. This continuity ensures sustained value
increasingly competitive market for talent is critical to Bureau creation through initiatives that often require multiple years of
Veritas’ success. development and deployment for pay-off to be realized for many
of the areas of focus, all of which remained relevant in 2019.
Specific challenges include attracting highly qualified talent from
diverse backgrounds in order to innovate, drive change, and deliver
outstanding service. It is also in the Group’s interest to achieve an
engaged workforce – people who are continually learning and
developing – while maintaining an inclusive culture in which
careers can thrive. The Group’s HR strategy therefore aims to
engage employees in a workplace culture that is inclusive and
trusting, in which people are encouraged to be their authentic
selves and perform to the best of their ability. This is achieved
through providing many opportunities for learning, development,
and career progression.

HR STRATEGY
PLOYOTION

RE
EE

OF T KFORCE
UTU
EVP E PROM
VALU AND

HE F
: EM

& BR

WOR

PE
RF N
OR T TIO
M HI
AN GH L EN ISI
ATT U
CE RA TA CQ
HR EXCELLENCE A MEASURES
CT

Creating value 'The Golden KPI'

for the business ABSOLUTES
RDING
LEARNIN
G VALUES ONBOA
HR Operating Model
GROW

HR Capability LEADERSHIP
EXPECTATIONS Employee Engagement
Technology
DI
& Digitalization T & I VERS “Listening & Responding
LEN NC ITY to Our People”
Employee Centricity TA LINE LU
PIP
E GE SIO
ENGA N
RE REC
EN P
T
PM HI

&
WA OG
LO RS

WELL-BEING
VE DE

RD NI
DE LEA

TIO
N

90 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

FIVE MAJOR HR GOALS

We attract capable people who live our values

ATTRACT

2
and make a difference to BV & Society

We drive long-term success by unleashing potential & enabling the growth

GROW of our people & leaders

We deliver more through a culture of trust where people can be

ENGAGE themselves and difference is valued

Transforming HR foundations & increasing our capacity to strategically partner with

HR EXCELLENCE the business and focus on employee experience through HR technology and
shared HR expertise

We progress by listening, measuring

MEASURES & by acting on feedback

2.3.2.1 Talent management

Attracting talent
Bureau Veritas closely monitors changes in its headcount at the Group and local levels. This is key to ensuring the Group has the capacity to
meet its growth and profitability expectations. In 2019, this meant significant new hires were made, confirming the importance of
attracting and acquiring talent.

2019 2018 2017

New hires(a) 14,954 13,330 13,101
Acquisitions 1,541 286 2,541
Layoffs 3,369 4,468 4,558
(b)
Voluntary departures 9,368 8,709 8,294
(a) Permanent contracts (or similar).
(b) The specific reasons for which employees leave the Group are identified locally and discussed during exit interviews held by local HR teams. This information is
then used to review local and global HR policies and practices, as necessary, to ensure they align with the Group’s HR strategy.

As part of the Group’s commitment to enhancing its reputation as ● updating the Group website and those of its key countries to
an employer, a new employer brand, LEAVE YOUR MARK, was include videos and employee stories;
deployed at the end of 2019. Developed through extensive
● internal employee communication and promotional activities;
research and in partnership with a specialist provider in employer
and organizational branding, the Group’s new employer brand ● development and deployment of recruiter and manager learning
makes clear its distinctive culture and business model to current programs;
and future talent. Core to the employer brand is highlighting the
Group’s expertise in many specific fields and the benefit to society ● participation in forums and sponsorship of special events at
from this expertise. leading engineering and business schools/universities;

The employer brand has been deployed through various channels, ● awareness programs for external recruitment partners.
including:
● a targeted campaign on social media, including LinkedIn,
Facebook and Twitter;

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 91

2 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

The launch of the employer brand coincided with the deployment type, geography and contract type, as well as a mobile-enabled
of a new recruitment portal in October 2019. Driven by the single job application function. This platform is key to continuous
HR information system platform, SuccessFactors, this new portal improvements to the Bureau Veritas applicant experience,
provides applicants with an easy-to-search portal based on job including:
● development and communication of Bureau Veritas’ updated “Values” and reinforcement of the Group’s “Absolutes” (see below), which
make extremely clear the everyday words and actions that are required by all employees to preserve and enhance the Group’s unique
culture;

OUR VALUES

TRUSTED
“WE ARE HERE
TO CREATE TRUST“
RESPONSIBLE
OUR ABSOLUTES “WE LEAVE OUR MARK
RESPONSIBLY“
ETHICS
SAFETY
AMBITIOUS FINANCIAL OPEN
& HUMBLE CONTROL & INCLUSIVE
“WE DEMONSTRATE
“WE BELIEVE IN THE STRENGTH
AMBITION WITH HUMILITY“
OF DIVERSITY“

● creation and deployment of the Bureau Veritas’ Leadership Expectations (see below), which clarify the behaviors that are expected from
all employees with managerial responsibilities.

LEAD
THROUGH
BV ABSOLUTES
& VALUES DRIVE
VISION & PURPOSE

LEADERSHIP
EXPECTATIONS
GROW
BUILD PEOPLE
ENGAGED FOR TODAY AND
TEAMS TOMORROW’S
CHALLENGES & SUCCESS

Bureau Veritas’ Absolutes, Values and Leadership Expectations are key to helping assess and select applicants. The latter also serve to
develop future generations of leaders.

92 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

These improvements in the Group’s applicant experience will continue as the increase in total headcount experienced over the last three
years (see below) is expected to continue. The rise in headcount in 2019 occurred in all regions and particularly:
● Asia, especially mainland China (up 5%), India (up 4%) and Vietnam (up 10%);

2
● the Americas, especially Chile (up 21%), the United States (up 14%), Peru (up 7%) and Colombia (up 9%); and
● Africa, especially South Africa (up 11%).

Number of employees December 31, 2019 December 31, 2018 December 31, 2017

Europe 17,783 17,630 17,770
including France 7,870 7,757 7,967
Africa and Middle East 7,373 6,378 6,124
Americas 22,655 21,131 20,512
Asia Pacific 30,584 30,289 29,011
TOTAL HEADCOUNT 78,395 75,428 73,417

Bureau Veritas received several awards in 2019 recognizing the The award is based on transparency and ethics in recruitment
strength of its workplace culture and the value of its employer processes.
brand. As the deployment of LEAVE YOUR MARK continues in
● In South Australia, Bureau Veritas received an Employer Award
2020, the Group expects a rise in such recognition over time.
for exceptional commitment to the inclusion of people with
● In 2019, Capital magazine (February edition) and Statista disabilities in the workplace from the not-for-profit
included Bureau Veritas in their ranking of the best employers in organization, Barkuma, which provides support to people with
France for the fifth consecutive year, and rated it second in the disabilities.
engineering category. Statista has ranked employers for the
● In North America, Donna Garbutt, Senior Vice President,
past five years based on independent and anonymous surveys
Industry and Oil & Gas Division, won the Customer Service
of employees, who are asked whether they would recommend
Professional Network’s 2019 Women in Leadership Award for
their employers to their friends and family.
Change Management. This award is based on various criteria,
● The Group appeared for the first time in Universum’s listing of including inspiring others to change and reach company goals.
the most attractive employers for university graduates and It is a reflection of the strength of Bureau Veritas’ leadership,
experienced professionals in France. Bureau Veritas appeared in which plays a key role in protecting and enhancing its unique
89th position for graduates and 58th for experienced culture.
professionals. Universum used an online survey to obtain the
● The Group was included in the Financial Times’ inaugural list of
2019 results through targeting efforts on social media, working
Diversity Leaders. The FT Diversity Leaders list recognizes
in partnership with the Stepstone job board.
companies’ performance in promoting diversity in all its forms,
● In the United Kingdom, Bureau Veritas was awarded Britain’s including gender parity, sexual orientation and disability, as well
Top Employers Certification for the seventh year in a row. This as having an ethnic and social makeup that reflects broader
certification was awarded by the Top Employers Institute in society.
recognition of the excellent working conditions provided by
Bureau Veritas.
Onboarding
● For the third year in a row, Bureau Veritas received the United
Kingdom’s Gold award from Prince William, the Duke of The Group’s new recruits are provided a structured new employee
Cambridge, in recognition of its induction program in favor of experience through planned meetings with key stakeholders and
British army veterans and the opportunities this gives them to locally tailored content on the division, country and local office
build a second career. policies, procedures and key information. This is supplemented
with content on Bureau Veritas that is delivered through the
● In China, Bureau Veritas won the Top Human Resources digital learning platform, My Learning, and includes “Welcome to
Management award given by the country’s most influential Bureau Veritas”, the Group’s onboarding program, which presents
public job board, 51JOB, as recognition for the Group’s the Group’s organization and culture through modules such as:
achievements in HR management and corporate social
responsibility. ● “Cardinal Safety Rules”, a program explaining the fundamental
rules of workplace safety that all employees must understand
● In the Middle East, Bureau Veritas was granted the Gulf and apply;
Cooperation Council Best Employer Brand 2019 award for the
second year in a row. ● “Bureau Veritas Compliance Program”, which provides learning
regarding the Group’s Code of Ethics and other compliance
● In Turkey, Bureau Veritas received the 2019 Respect for People programs, some of which vary according to employee location
Award for the fourth consecutive year from Kariyer.net, and include travel security, the General Data Protection
Turkey’s largest Human Resources professional organization. Regulation, and driving safely.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 93

2 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

Onboarding procedures also apply whenever the Group acquires relatively high average age is explained by the deep degree of
new organizations, as a means of ensuring that key personnel in technical expertise needed in a complex business such as Bureau
the acquired entity are effectively integrated into Bureau Veritas. Veritas, where this expertise is acquired over several years, from
The Group’s acquisition policies and practices confirm this as a the beginning of the employee’s career.
critical step within the pre-acquisition assessment and planning
In order to build a strong and diverse pipeline of talent for the key
process. Any regrettable attrition from acquired companies is
roles within the Group, a Talent strategy to identify, assess and
analyzed with a view to understanding the reasons therefor and
develop key talent was put in place in 2019. This strategy includes
putting in place measures to avoid similar situations in the future.
identifying talent into “talent pools” (see below), which may
concern any Bureau Veritas employee, including for future roles
Talent development not yet defined today. This strategy also leverages the Leadership
Review process, which has been in place since 2012 to track and
At December 31, 2019, the Group had 1,604 managers (1,619 in manage the development of identified talent within the business.
2018) with an average age of 49 (unchanged from 2018). This

TALENT POOLS

Bureau Veritas
People

Experts

Managers

Emerging
Leaders

Rising
Leaders

Future
& current
Global
Leaders

94 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

In 2019, potential successors for 218 of the most senior and Some employees are also assigned to a “talent pool” depending on
complex roles in the Group were reviewed by the Group Executive their current role’s banding and an assessment of their potential,
Committee and the HR Executive Committee. In addition, without being identified as a potential successor for a specific role.
2,020 positions were reviewed by the Group’s divisions, which was These people are also monitored and provided targeted

2
an increase from 1,210 in 2018. The employees identified as development to ensure there is a strong pipeline of talent in place
high-performing and high potential as potential successors for for new roles created in the future to support the Group’s growth.
these roles are then specifically monitored at Group and/or local
level to accelerate their readiness for the roles.
Examples of initiatives undertaken to develop key talent are listed below:

● Senior leadership development framework

In 2019, a senior leadership development framework comprising 19 leadership competencies inspired by the Korn Ferry Leadership
Architect certification was adopted to assess and develop individuals within the Group’s talent pools. The 19 competencies (see below)
have been mapped across the three talent pools that include individuals in the highest banded roles (Future Global Leaders, Rising Leaders
and Emerging Leaders). Specific development programs have and will continue to be designed to fast-track the development of these
specific competencies.

19 LEADERSHIP COMPETENCIES

THOUGHT RESULTS SELF PEOPLE

● Customer focus ● Resourcefulness ● Instils trust ● Collaborates

© Korn Ferry
● Plans & aligns ● Nimble learning ● Builds networks
●

●
Financial acumen
Decision quality + ● Ensures accountability + ● Manages ambiguity + ●

●
Values differences
Builds effective teams
● Strategic mindset ● Drives results ● Demonstrates
● Drives engagement
● Cultivates innovation self-awareness ● Drives vision
& purpose

● 360° assessment and executive coaching ● STAR Leadership Acceleration Program China
In 2019, more than 40 individuals were assessed by means of a In China, the STAR Leadership Acceleration Program was
360° questionnaire based on the 19 leadership competencies. launched in 2019. It comprises three programs targeting
Following this, individual executive coaching sessions were held different groups of employees, and includes workshops,
with the aim of helping participants develop concrete plans to coaching, mentoring, and action learning to accelerate
build strength in the key competencies needed for their employee development.
development.
● Rising STAR Program: high potential experts and managers
(39 participants).
● European & African Development Center
● STAR Program: mature managers and emerging leaders
2019 saw the third edition of the European & African
(37 participants).
Development Center program, which launched in 2016. There are
now almost 40 alumni of this program, which targets the ● Advanced STAR Program: mature emerging leaders & rising
development of individuals in the Rising Leader talent pool and leaders (to run in 2020).
combines a number of learning experiences, including leadership
assessments, feedback/coaching, mentoring, and seminars. The
center also includes group projects with ongoing support from
leadership, which has resulted in a number of these projects being
incorporated into the business, bringing enhanced and new
services to Bureau Veritas’ clients.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 95

2 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

● Leadership School – Brazil ● North America Leadership Role Modeling

In 2019, the Leadership School in Brazil ran four modules The Group’s leadership role modeling approach implemented in
attracting high levels of participation from manager populations North America is key to building a strong and diverse leadership
(see below). Future modules are planned for 2020 to build pipeline. Natalia Shuman, Executive Vice-President
capability in a wider range of competencies: Commodities, Industry & Facilities – North America, and Donna
Garbutt, Senior Vice-President, Industry and Oil & Gas Division,
● developing a culture of feedback and trust (73 participants);
North America, both played key roles in this area in 2019. This
● assessing and selecting applicants based on non-technical included Natalia speaking for the second year running at Break
competencies (85 participants); the Ceiling Touch the Sky – The Success and Leadership
Summit for Women, and Donna winning the 2019 Women in
● ethical, compliance and legal aspects of managing teams Leadership Award for Change Management. This award from
(19 participants); the Customer Service Professional Network singles out women
● self-management (23 participants). in leadership who constantly support organizational change
activities, are futuristic, and propel others to change and reach
company goals.

Technical learning
Bureau Veritas operates in a large number of technical fields, and development objectives. Several global campaigns were also
its technical training offer is therefore very diverse. Technical launched in 2019 to drive learning program completion, including:
learning is critical so that employees can work with full knowledge
● Safety, with a focus on traveling and driving (target: all
of current and emerging standards and regulations, inspection
employees);
methods (sampling, analysis, non-destructive tests,
measurements, etc.), the technical characteristics of the items ● General Data Protection Regulation (GDPR) awareness (target:
inspected (products, processes, equipment, etc.), and safety 16,200 employees in the relevant European countries);
standards. The Technical departments of each division monitor
employee qualifications and skills, which are also audited by ● Performance Management Effectiveness for the Group’s
accreditation bodies (COFRAC, IACS, UKAS, etc.). managers to build skills in creating and maintaining a
high-performance culture (target: 2,000 employees).
A significant portion of the formal learning hours recorded in 2019
(see below) reflects technical competency development, These campaigns were complemented by local initiatives in line
highlighting its importance in the TIC industry, as well as Bureau with specific needs and regulations.
Veritas’ commitment to technical excellence. In addition, a fast-track program was offered to high potential
employees and to any new managers joining the Company in order
to build critical leadership qualities such as problem solving,
Total formal learning Formal learning (training) strategic thinking and innovation. This 120-minute program
(training) hours hours recorded Change features more than 20 video clips and an assessment to validate
recorded in 2019 per employee in 2019 vs. 2018 learning, with the option of adding new subjects to the program. A
1,477,602 19.0 2.2 total of 1,500 employees have completed the program.

The Group’s technical learning is delivered both in-person and Managing employee performance
digitally. The proportion of digital delivery training continues to and development
increase: the Marine & Offshore division, for example, launched In 2019, Bureau Veritas introduced two new approaches to
27 new courses in 2019 as part of its surveyor qualification managing employee performance and development that are
program. Having started in 2016, the Marine & Offshore online supported through the SuccessFactors Human Resources
catalog now includes 54 courses and 94 modules with more than information system: MyPerformance@BV and
1,000 people having been trained since the catalog’s inception MyDevelopment@BV.
through the delivery of more than 13,000 training sessions.
MyPerformance@BV provides a framework for optimizing
employee and organizational performance by promoting and
Learning for all employees through the Group’s facilitating the following measures:
digital learning platform: MyLearning
● setting individual goals aligned with those of the Group and that
In 2019, the Group’s digital learning platform, MyLearning, encourage individual career development;
expanded its available learning catalog with a wider range of
courses focusing on compliance, professional efficiency, leadership ● reviewing and re-setting goals as needed in order to remain
& management, and sales. To reflect the cultural diversity of agile to market conditions;
Bureau Veritas’ people, these courses are available in English, ● evaluating performance through multiple sources of feedback;
French, Spanish and Chinese.
● basing performance evaluations on (i) achieving objectives and
At the same time, an enhanced central communications approach (ii) how objectives were achieved relative to Bureau Veritas’
for all employees was launched in 2019 to highlight relevant Values and Leadership Expectations;
courses and the improved learning experience. These changes are
part of the ongoing promotion of “self-directed learning” whereby ● learning how to set effective goals, and give and receive
employees seek out relevant training learning based on their constructive feedback.

96 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

MyDevelopment@BV provides guidance, processes and ● structured questions in MyDevelopment@BV conversations and
expectations on the development of the Group’s people. This specific fields to complete in SuccessFactors on geographic and
includes the expectation that a competency and career functional mobility preferences;
development conversation is held at least once each year for

2
● sharing employee profiles as part of the Leadership Review
every employee, along with a digital record of the development
process, which implements the Talent Strategy within and
objectives agreed between managers and employees. The
across the Group’s divisions;
development objective(s) that are agreed are then used to inform
the solutions, such as formal learning, employee experiences, etc., ● recruitment: virtually all job offers are first advertised internally;
that employees may undertake to accelerate their development.
An important avenue for people development is internal mobility, ● internal communications: appointments to new positions and
which is facilitated and promoted at Bureau Veritas through: promotions are announced via the Group’s “Connections”
platform.

Measuring and increasing engagement

In December 2019, the Group partnered with an external provider Overall, in 2020, the action plans will work to address three
to measure people engagement for the first time. A pilot program priority areas identified for the Group, namely communication,
named “BVOCAL” was launched, surveying 5,500 employees, with barriers to execution, and recognition/feedback. Given this
a plan to widen the pilot to the broader workforce in 2020. action-oriented and transparent approach to sharing results and
Participation in the pilot was 59%, with an engagement score of collectively planning for a better workplace, Bureau Veritas
64%. Both the participation rate and engagement score will now expects and is committed to achieving an upward trend over time
be used as a benchmark to monitor trends in these metrics over in recorded engagement.
time that will be recorded from future engagement surveys.
Workforce voluntary attrition is another important measure of an
Bureau Veritas regards these results as an opportunity to improve engaged workforce and this is monitored closely by Bureau
its workplace culture further by refining and accelerating the Veritas. Based on the voluntary attrition rates shown below, the
implementation of its HR strategy, and by enhancing its local HR level is well within acceptable TIC industry standards. The slight
policies and practices. This will be undertaken through specific increase from 2017 to 2019 is due to tightening labor market
action plans built collaboratively between managers and people in conditions in key markets where the Group operates.
their teams, based on communicating and discussing the
engagement results of each team.

2019 2018 2017

Total voluntary attrition 11.6% 11.1% 10.7%

2.3.2.2 An inclusive culture and diverse workplace

Protecting and promoting an inclusive culture
A diverse workplace achieved through an inclusive culture is an industrial innovation is essential for success. The Group monitors,
integral part of Bureau Veritas’ identity. The Group has developed encourages and reinforces diversity within its teams, which is
organically and through many different acquisitions with a considered a key component for innovation that is necessary for
richness of capability from drawing together people of diverse the deployment of the Group’s strategy. Additionally, it is
gender, age, ethnicity, religion, sexual orientation, nationality, important for Bureau Veritas as a whole to reflect the diversity of
education, business background, etc. With operations in the global markets in which it operates.
140 countries, there are over 50 different languages spoken
One of the four updated BV Values “Open & Inclusive” (see below)
within the Group.
reinforces the Group’s belief that employees can only reach their
Promoting, enhancing and protecting Bureau Veritas’ inclusive full potential if they are able to express themselves freely and
culture is one of the Group’s main priorities as it grows and openly and if the actions and behaviors of Bureau Veritas’
develops new businesses where remaining at the forefront of employees encourage such expression.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 97

2 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

VALUES TAG LINE DESCRIPTION OBSERVABLE BEHAVIORS, EXAMPLES

● Encourages diverse thinking to foster

Innovative ne es.
We strongly believe
that new technologies ● Encourages and nurtures innovation.
We believe w ways of thinking
Open & ● Open to new technologies, new perspectives
ength are needed to succeed w ways of working ; contributes actively
Inclusive with new trends.
ersity t e and agile innovation.
Respect ● Respects and v erences;
We respect and value ’ diverse experiences, styles,
erences; we recognize backgrounds and perspectives to get results.
individual and collective
achievements. ● Recognizes others for their contributions,
sharing recognition when a t ort.

LEADERSHIP EXPECTATIONS OBSERVABLE BEHAVIORS, EXAMPLES

● Is a Role Model for Bureau Veritas Absolutes and Values

and expects same from his/her team.
Leads through Bureau Veritas ● Leads & inspires his/her team and those that he/she
Absolutes and Values comes in contact with to behave in line with Bureau
Veritas Absolutes and Values.
● Takes immediate action when behaviour and actions

● Attracts and selects diverse and high calibre talent

t oup’s needs.
● Translates the Bureau Veritas vision, purpose and strategy
in a way that people can relate to.
Build engaged teams ● Provides his/her team with guidance needed f
and collective success, favouring open dialogue
ation spirit.
● Creates an environment where safety, health
ell-being of his/her team members is a priority.

Managers in the Group are further expected to protect and contributed to Bureau Veritas’ inclusion in the Financial Times’ list
enhance this inclusive culture by leading through Bureau Veritas’ of FT Diversity Leaders 2020:
Absolutes & Values, and building engaged teams. This means
● development and communication of the Group’s Inclusion
leading with words and actions that attract diverse talent,
Policy in 2019, leveraging its Inclusion Statement from 2016.
encourage open dialogue, and creating a safe workplace where
This policy is wide-reaching and applies to applicants,
team member well-being is a priority, such as being a role model
employees (in areas such as recruitment, talent management
for BV Absolutes & Values, and taking action when behavior is
and compensation) and external partners/suppliers;
observed that is not aligned with the Group’s Absolutes & Values.
● refreshing the Group’s performance management strategy to
The Group’s leadership continued in 2019 to take action that
include an evaluation of BV Values and Leadership Expectations
makes Bureau Veritas an industry leader in strengthening its open
(for managers) when assigning performance ratings to all
and inclusive culture, and it is these actions (see below) that have
employees from 2020;

98 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

● launching a talent strategy whereby “everyone can be a talent”, Supporting people with disabilities
which includes an assessment of BV Values and Leadership
Expectations; The Group seeks to create favorable conditions that allow people
with disabilities to have access to employment. Specific initiatives

2
● deploying the LEAVE YOUR MARK employer brand that can be undertaken in various countries have included:
applied to target diverse ages and backgrounds of potential
applicants. Examples include social media campaigns targeting ● in France, Bureau Veritas received accreditation from the
generations X, Y and Z, and armed forces recruitment DIRECCTE (Regional directorate for companies, competition,
campaigns aimed at supporting veterans to (re)join the consumption, work and employment) for its agreement on the
workforce. employment of persons with disabilities in 2014. Initiatives to
develop awareness among employees in France to increase
employment access to people with disabilities have included
Achieving better gender balance internal communication campaigns, collaboration with expert
For Bureau Veritas, achieving gender balance is a driver of consultants, recruitment campaigns on specialized websites
progress. Women remain insufficiently represented overall and such as Mission Handicap and participation in employment fairs
particularly in senior management positions and governing bodies. organized by TREMPLIN, a student federation for working and
Women represented 30% of the Group’s worldwide headcount at studying with disabilities. Learning programs were also
the end of 2019. organized by Mission Handicap to build employees’ awareness
by creating simulated disabled situations that were
As described above, the actions of the Group’s leadership taken to complemented by additional e-learning. Many employees in
protect and promote its inclusive culture and build diversity are France also participated in the Stepstone Digital Challenge,
key to the progress made in 2019 in achieving a better gender which gathers together students and blue-chip companies for a
balance: large celebration focused on sport. The event works to promote
the integration of people with disabilities, offering them an
● the percentage of women in senior management roles has
opportunity to meet with businesses and take part in sports
continually increased over the past four years and is consistent
events. In 2019, the (direct) employment rate for people with
with the Group’s ambitious goal (see table below). Women
disabilities in France was 2.33%, based on the classification
make up 23% of junior management positions, up 2% compared
criteria of the DOETH (Déclaration obligatoire d’emploi des
to 2018;
travailleurs handicapés) form.
% women in senior management ● in South Africa in 2019, Bureau Veritas partnered with learning
End-2020 providers specializing in helping people living with disabilities to
End-2016 End-2017 End-2018 End-2019 goal support their career development by funding their learning and
12% 14.5% 16.5% 19.5% 25% providing exposure to meaningful work.
● Bureau Veritas participated every quarter of 2019 in Turkish
Social Security’s Careers without Barriers program. Career Days
● achieving a more diverse Executive Committee: 50% of its
connected people with disabilities with companies,
members are non-French citizens, and 20% are women at
awareness-raising courses were held, and consulting sessions
December 31, 2019 (stable compared to December 31, 2018).
were provided for hiring managers to reduce bias and increase
A wide variety of local initiatives are also in place to help achieve employment access.
the Group’s gender balance goals. These include:
● in Chile, an alliance was created with a specialist consulting firm
● in Europe, the Group holds the GEEIS (Gender Equality to promote inclusion through awareness building initiatives and
European and International Standard) certification in three key access programs, as a result of which 14 people with a disability
countries (Spain, Italy and Poland) after criteria were examined were hired in 2019.
including ensuring specific people policies and practices were in
● thanks to a targeted recruitment campaign, the Group’s CPS
place. As part of GEEIS’ standard procedure, this matter will be
division had more than 150 people with disabilities at
audited in 2020;
end-2019, with almost half of these people based in China. This
● in North America, Bureau Veritas offers parental (maternity) initiative was complemented by disability awareness digital
leave benefits providing two-thirds of the employee’s basic learning program for all of the division’s employees, with a 94%
salary for a period of up to 13 weeks; completion rate.
● in Australia, paid parental leave is provided to an employee who
is the primary caregiver of a newborn or recently adopted child, Building a multi-generational workforce
once he or she has 12 months’ seniority. Paid leave is six weeks
at the employee’s basic rate of pay, with a further two weeks’ At December 31, 2019, the average age of the Bureau Veritas
pay if the employee returns to the business for at least workforce worldwide was 38. This figure applies to a zone
one month. In addition, employees who are not the primary covering 99.4% of the Group’s workforce.
caregiver can use five days of accrued “personal leave” (sick The Group is developing tomorrow’s managers and leaders
and carer’s leave) on the homecoming of their child; through its talent management strategy and its ongoing digital
● International Women’s Day awareness initiatives were held in transformation. The talent management strategy focuses on the
all Bureau Veritas’ operating groups and geographic regions in identification, assessment and development of talent across all
2019. generations. Attracting multiple generations to Bureau Veritas is
also critical.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 99

2 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

At the end of 2019, 66% of the Group’s workforce was generation Countering discrimination
Y (up from 59% a year ago), and generation Z has entered the
workforce, meaning five generations are now collaborating Respect for all individuals is one of the Group’s core values. Upon
together (see below). joining Bureau Veritas, all employees agree to respect differences,
which excludes any form of discrimination based on ethnicity,
visible differences, religion, gender, heritage, socioeconomic
16,000
status, age, sexual orientation, marital status, medical condition,
disability or political opinion.
66%
14,000 In addition to the Inclusion policy issued in 2019, the Group
published its Human Rights policy in 2018, which aims to
12,000
eliminate all forms of discrimination and to promote, respect and
10,000
protect human rights, regardless of the country in which the
Group operates (see sub-section 2.3.2.3 – Respect for human
8,000 rights).
25% As part of the Group Recruitment policy launched in 2016 and
6,000
reissued in 2019, Bureau Veritas strives to guarantee equal
4,000
opportunities in the workplace, along with fairness, diversity and
8% objectivity in all of its recruitment processes.
2,000 Other Diversity policies at local level reinforce these Group
1% policies and help take into account the specific characteristics of
0
each culture. Employee handbooks describing anti-discrimination
1930-1934
1935-1939

1940-1944

1945-1949

1950-1954

1955-1959

1960-1964

1965-1969

1970-1974

1975-1979

1980-1984

1985-1989

1990-1994

1995-1999

2000 and +

policies are distributed to employees in several countries in order

to raise awareness.

Veterans (1939-1947)
Inclusive academic policy
Baby Boomers (1948-1963) Bureau Veritas seeks to recruit people who will live its Values and
Generation X (1964-1978)
Leadership Expectations and who have the expertise to deliver
Generation Y (1979-1999)
excellence in the roles they will hold, regardless of whether they
Generation Z (2000 and +)
have a university background, or come from a prestigious graduate
* Generation year range is based on the CIPD (Chartered Institute of school. This inclusive academic policy gives the Group access to a
Personnel and Development) definition. wider, bolder, and more creative talent pool.
LEAVE YOUR MARK, the Group’s compelling employer brand, is
extremely well positioned to illustrate Bureau Veritas’ Promoting a high-quality working environment
employment value to multiple generations, through its unique
The goal of Bureau Veritas’ HR strategy is to achieve a
linking of its employees’ expertise with concrete benefits to
performance- and feedback-driven, inclusive culture, in which
society. In addition, the operating divisions are taking initiatives to
highly engaged talent continuously learn and collaborate to realize
promote age diversity in accordance with local conditions. These
the Group’s vision. The Group recognizes that the following are
include:
important elements of this strategy:
● in France, recruitment teams strive to create pools of young
● effective welfare protection;
talent on the brink of entering the workforce. In 2019,
employees recruited on work-study contracts represented 12% ● absenteeism management;
of all new hires. Additionally, 44.5% of all new permanent
recruits in 2019 were people aged under 30, a 1.1% increase in ● safety and security;
two years; ● a modern workplace;
● effective veteran recruitment programs operated in the United ● effective labor relations (including reorganization policy);
Kingdom, as recognized by Bureau Veritas’ Gold Award from the
United Kingdom Armed Forces Covenant. In addition, Bureau ● fair and competitive compensation.
Veritas offers veterans numerous options to organize their work
by giving them a role as mentors or consultants, or by offering Effective welfare protection
them part-time work solutions;
Welfare protection for employees is essential for employee
● also in the UK, the Marine & Offshore division collaborated with well-being at work, itself a decisive factor in the success of any
careerready.org.uk to offer internships to students from low business. To this end, Bureau Veritas launched a global employee
income families who are in their last or second last year of benefit partnership project in early 2018 aimed at leveraging
secondary school. Assigning students a mentor and giving them economies of scale to purchase welfare benefits worldwide. The
support to do meaningful work gave them valuable skills and resulting cost savings are to be invested in well-being at work
increased their chances of professional employment later in life; programs and in improving healthcare safety nets for all
● in Japan, in order to retain Bureau Veritas’ older talent, the employees.
Group offers a continued employment program for those who
have reached the local retirement age (63), which includes
offering part-time work options.

100 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

This initiative also allows the Group to manage these programs on A modern and flexible workplace
a centralized basis, affording it greater visibility over local
employee benefits, policy conditions and claims. In this way, The Group is continuously planning for the future workplace,
Bureau Veritas aims to ensure that there are no gaps in coverage, including technology advancements and the changing nature of

2
and that its worldwide employee benefits are adequate and jobs, skills, and careers, but with people driving business outcomes
consistent in view of local situations. remaining central to the Group’s operation. This planning includes
continuously improving and re-inventing the Bureau Veritas
The Group has set up an assessment phase at country and entity employee and applicant experiences, and thereby enhancing the
level in order to provide adequate support relative to needs that: external client experience through many initiatives.
● ensures optimized tariffs at global, regional and country levels; These initiatives are very often enabled by technology and the
● takes a country-specific approach ensuring compliance with Group-wide HR platform, SuccessFactors, which was initially
local regulations; rolled out in 2017 and serves as a foundation for HR
transformation. In 2019, key enhancements that led to significant
● has an efficient benefit design by targeting benefit coverage in improvements to the workplace through technology included:
line with local market and best practices;
● PeopleDoc, which gives employees direct access to a database
● provides minimum coverage in medical programs and life containing their personal HR documentation. Requests are
insurance; handled and addressed centrally, enabling more efficient
● promotes well-being and awareness programs consistent with processing and faster response times. Employees also each
Employers of Choice criteria. have a digital vault storing all of their personal documents (pay
slips, employment contract, etc.). The system is being rolled out
In 2019, such support was provided for France, the across the Group’s largest host countries, following France in
United Kingdom, India, Colombia, Hong Kong, the 2019;
United Arab Emirates, Taiwan and Vietnam, according to the
needs of each location. This represents around 30% of the Group’s ● the Recruiter Marketing module of SAP SuccessFactors, which
workforce, with plans in place to progressively cover all employees was implemented in 2019. This included the launch of a more
in future years. streamlined job search and application process with a new
recruitment portal that was timed to coincide with the launch
of the Group’s new employer brand, LEAVE YOUR MARK. These
Managing absenteeism and future changes are part of Bureau Veritas’ commitment to
continuously enhancing its applicant experience;
Out of the Group’s total headcount, the absenteeism rate for
2019 was 1.1%, an improvement on 2018 (1.2%). This rate ● improvements to the employee experience when using
reflects the total number of days of absence (due to illness, SuccessFactors through the technology enabling the delivery
workplace accidents, or unauthorized absences). Bureau Veritas of key changes implemented in 2019, including
has set itself an annual absenteeism target of less than 2%, under MyPerformance@BV and MyDevelopment@BV.
which absenteeism is deemed not critical for the Group.
Beyond technology, the Group is also implementing flexible
Absenteeism is monitored by local HR departments in accordance working arrangements in parts of its business where practical,
with local labor laws, and this is complemented by local employee with Bureau Veritas Services putting in place a home office
wellness initiatives, an example being Bureau Veritas Turkey’s agreement on November 22, 2019. The Group will continue to
Breast Cancer Awareness campaign as part of the WHO’s October explore options for flexible working arrangements for more of its
Breast Cancer Awareness month. This campaign included employees, including leveraging technology to facilitate more
partnering with a local hospital to increase awareness, early modern working practices.
detection and treatment.
Another example was the mental health awareness initiatives that Effective labor relations
were run across some of Bureau Veritas’ larger European countries (including reorganization policy)
including the United Kingdom, Italy, Spain, the Netherlands and
the Nordic countries. The initiative had visible executive The Group has set up a number of employee representative bodies
sponsorship, with the objective of raising awareness among all and strives to ensure that they function effectively. Beyond these,
employees about the importance of mental health and the options Bureau Veritas also encourages communication, exchanges of
available to seek guidance and support when needed. A learning ideas and opinion gathering, for example via notice boards,
program was provided to managers, as well as within the HR HR/people networks, suggestion boxes, exit interviews, ethics
community, with a view to identifying and supporting team officers, accident prevention committees, monthly personnel
members potentially suffering from mental health issues, and to meetings, and an open door policy.
taking effective steps toward addressing these issues. Similarly, in The Group’s local HR Directors are responsible for organizing
Australia and New Zealand, Bureau Veritas ran mental health working time in compliance with local regulations. Due to the
awareness sessions in 2019 through the R U OK? initiative. diversity of the Group’s businesses, a different work organization
is adopted for each business sector, depending on whether its
employees are sedentary (laboratory) or mobile (inspection).
Working hours and flexibility options therefore vary depending on
the host country and its applicable laws. For example, 510 Group
employees in France worked part-time in 2019, representing 6.5%
of its workforce in the country.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 101

2 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

Employee representative bodies Employee representative bodies exist in most of Bureau Veritas’ key countries, including
Australia, Belgium, Canada, China, the Czech Republic, France, Germany, India, Italy,
Japan, the Netherlands, Malaysia, Russia, Singapore, Spain, Thailand, Ukraine and most
African countries (Angola, Benin, Congo, Côte d’Ivoire, Gabon, Mali, Senegal, Togo and
South Africa).
They take various forms depending on local legislation and the size of the workforce.
They are generally made up of employee delegates, works councils, health and safety
and working conditions committees (CHSCTs in France), union representatives, etc.
Committees Employee committees have been set up in Singapore, Vietnam, Germany, Spain, France,
Belgium, the United Kingdom and Canada.
In China, a discussion meeting open to all personnel is held each year to establish a
dialogue with employees on subjects such as learning and career development; in 2019
more e-channels were opened for employee input, including Have Your Say, for providing
comments/suggestions via a QR code linking to the application WeChat.
European Works Council The European Works Council facilitates information and consultation with employees on
transnational issues and represents a strong channel for constructive labor relations. The
terms of office were renewed in early 2017. The Council currently has 29 representatives
from European countries. It is kept informed of the Group’s economic and financial
situation and the likely trends in its businesses and divestments. It is also consulted on
the employment situation and trends, investments, significant changes in organization,
the introduction of new working methods or new production processes, mergers or
discontinued operations, and large-scale redundancies.
Collective agreements Collective agreements covering key HR topics (organization of working hours,
compensation policy, working conditions, etc.) have been signed in many of Bureau
Veritas’ main markets: Argentina, Australia, Brazil, Canada, Chile, France, India, Italy,
Mexico, the Netherlands, Peru, Russia, Singapore, Spain, Ukraine and Vietnam.

Bureau Veritas aims to inform employees and/or their Bureau Veritas also promotes long-term performance among
representatives as early as possible of any reorganizations. In some of its managers through a system of stock options and/or
addition, agreements are signed in some situations with employee performance shares as part of a long-term incentive plan. The
representatives in order to support the development of stock option and performance share plans implemented by the
competencies. For example, in France an annual negotiation on Company are detailed in sections 3.7.3 and 3.7.4 of this Universal
the Gestion des Emplois et Parcours professionel is planned for Registration Document.
2020 in order to reach an agreement with employee
Information relating to personnel costs can be found in Note 8 to
representatives on competency development. This proactive
the consolidated financial statements – Operating income and
approach to employee development is reinforced by assessing
expense, included in section 6.6 of this Universal Registration
employees each year through MyPerformance@BV and
Document.
MyDevelopment@BV. It involves understanding the skills needed
for current and future business requirements and developing plans Bureau Veritas also has profit-sharing agreements and Group
to develop them. savings plans in place, including the plan described below for
Bureau Veritas SA (France):
Bureau Veritas endeavors to comply with and promote the
fundamental conventions of the International Labour A triennial profit-sharing agreement was signed on
Organization (ILO) in all the countries in which it operates. The ILO’s December 22, 2016 covering 2017, 2018 and 2019 for the six
fundamental conventions cover various topics, including respect for subsidiaries resulting from the legal reorganization carried out in
freedom of association and collective bargaining, the elimination of France on December 31, 2016.
discrimination in respect of employment and occupation, the
abolition of forced labor, and the abolition of child labor. Statutory profit-sharing
Regardless of seniority, all employees of the six subsidiaries in
Fair and competitive compensation France are entitled to participate in a special reserve calculated
pursuant to the statutory method set forth in article L. 3324-1 of
Compensation surveys are carried out regularly by the Group to
the French Labor Code (Code du travail). In 2019, statutory
ensure that Bureau Veritas continues to be competitively
profit-sharing represented €9,904,730 for a total of
positioned, enabling it to both attract the right applicants and to
8,428 beneficiaries.
compensate employees according to their level of performance
for the roles they hold.
Contractual profit-sharing
Managers have the opportunity to be rewarded by participation in
The employees of the Company’s six subsidiaries in France who
bonus schemes that take into account their individual
have worked for the Group for more than three months are
performance and the performance of the Group as a whole.
entitled to contractual profit-sharing proportional to their
seniority.

2019 2018 2017

Number of beneficiaries 8,428 7,458 7,458
Total contractual profit-sharing (in €) 6,391,171 5,067,554 7,024,162

102 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

Group savings plan

An agreement to convert the Company savings plan into a Group comprises seven mutual funds in which €169,015,848 was
savings plan was signed with the Works Council on July 19, 2007, invested as of December 31, 2019. Bureau Veritas contributes to

2
enabling all Group companies that are related companies within the savings of its employees by paying a top-up contribution into
the meaning of article L. 3332-15, paragraph 2, of the French the Group savings plan up to a maximum of €1,525 per employee
Labor Code to join the Group savings plan. The Group savings plan per calendar year.

2.3.2.3 Respect for human rights

Background employees through the Group’s intranet sites and a specific
information briefing organized in each country. All Bureau Veritas
Respect for human rights underpins Bureau Veritas’ core values. partners signing contracts with the Group since July 1, 2019 have
Besides its own commitments, Bureau Veritas also applies also received a copy. These contracts include new general terms
internationally recognized principles of human rights, set out in the and conditions of purchase systematically specifying acceptance
following documents (together referred to as “Standards on of the Business Partner Code of Conduct.
Human Rights”): Bureau Veritas has a whistleblowing mechanism in place with a
● the UN Universal Declaration of Human Rights; specific hotline number and email address. This is available to both
its employees and business partners.
● the International Labor Organization’s Declaration on
Fundamental Principles and Rights at Work and its Core
Conventions; Action plan
● the UN Convention on the Rights of the Child; Bureau Veritas assesses the human rights risks related to its
operations, subsidiaries, subcontractors and suppliers, and draws
● the UN Guiding Principles on Business and Human Rights. up a duty of care plan aimed at preventing and mitigating these
The main risk identified by Bureau Veritas is failure to comply with risks.
the Group’s Human Rights policy, particularly as regards the Self-assessments looking at the application of the Human Rights
elimination of discrimination and lack of support for diversity and policy in all of Group’s operational and support functions were
inclusiveness. These issues are at the heart of the Group’s Human conducted by each Executive Vice-President in 2019.
Resources policy. This risk is also significant for Bureau Veritas Three avenues for improvement were identified:
partners (see sub-section 2.3.1.3 – Supply chain management and
section 2.4 – Duty of care plan). ● eliminating all forms of discrimination;
● promoting diversity and inclusiveness;
Policy ● protecting privacy.
Bureau Veritas is committed to maintaining and improving The following measures were taken in order to mitigate these
systems and processes that help identify, prevent and mitigate risks:
any human rights violation.
● including the Human Rights policy in the induction package for
The Group strives to promote and respect human rights, new recruits;
regardless of the countries in which it operates or the business in
which it is engaged. It has published a Human Rights policy based ● accelerating the integration program for women in France and
on international standards and recommendations, covering the Africa;
following topics: ● reviewing pay increases for female employees in France after
● freedom of association; their return from maternity leave;

● fight against human trafficking and forced labor; ● supporting initiatives promoting diversity in Southern and
Western Europe;
● prevention of child labor;
● enhancing data protection and privacy in Southern and Western
● elimination of discrimination; Europe.
● support for diversity and inclusiveness;
● safety at work; Indicators
● protection of privacy. At the end of May 2019, based on self-assessments of each
operating group, the percentage of employees working in entities
The Human Rights policy should be considered in conjunction with respecting the criteria set out by the Human Rights policy was as
the Code of Ethics and the four core values of Bureau Veritas, follows:
namely: Trusted, Responsible, Ambitious & Humble, and Open &
Inclusive. The policy has been translated into five languages and ● respect for human rights: 100%;
applies to all employees and partners – subcontractors, suppliers, ● freedom of association and the right to collective bargaining:
sales agents and co-contractors. It has been circulated among all 100%;

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 103

2 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

● fight against human trafficking and forced labor: 100%; Action plan
● prevention of child labor: 100%; For Bureau Veritas, safety is an “absolute”, a non-negotiable
● elimination of all forms of discrimination: 85%; priority without which the business could not continue.

● promotion of diversity and inclusiveness: 91%; The CSR risk map has highlighted a health and safety risk for all
Bureau Veritas employees. The action plan to manage this risk is
● providing a safe and secure working environment: 100%; included within the “Safety is our responsibility” project.
● protecting privacy: 91%. A project targeting continuous improvement in health and safety
was set up as part of Bureau Veritas’ 2020 strategic plan. The
Group’s strategy is clear and it strives to improve its performance
on three key indicators year after year as part of its “Safety is our
2.3.2.4 Health and safety responsibility” project:
Background ● total accident rate (with and without lost time), or Total
Accident Rate (TAR);
Occupational health and safety risk is unique at Bureau Veritas
insofar as most of the Group’s inspection services are conducted ● frequency of lost time accidents, or Lost Time Rate (LTR);
at the premises of its clients or their suppliers, at sites that Bureau ● severity of accidents, or Accident Severity Rate (ASR);
Veritas does not necessarily know and which are not always free
from risk. This increases the risks to which the Group’s employees The Group’s aim is to halve these accident rates by 2020 (TAR
are exposed, particularly when the sites in question do not have and LTR based on consolidated results at end-2014).
their own safety/security plans. In light of its goal to become a zero-accident company,
A high degree of risk also exists in specific situations such as establishing a safety culture is a key focus for the Group. The
assignments carried out in confined spaces, situations with expansion into new countries and industrial sectors gives rise to
exposure to ionizing radiation, and assignments at sea on ships or many challenges. These challenges have been addressed by
offshore rigs. Bureau Veritas thanks to the unwavering commitment of its
management and the expertise of its Health & Safety, Security
and Environment (HSSE) managers. Since 2015, when the Group’s
Policy first series of reliable indicators were established, the number of
The Group’s HSSE (Health & Safety, Security and Environment) accidents has fallen sharply.
policies have been defined in light of the following challenges: In a risk analysis approach, initiatives are prioritized and rolled out
● successful integration of a large number of new employees with the support of each operating group. The analysis carried out
each year into a growing Group; at the end of 2019 showed that accidents are primarily caused by
a lack of attention or inappropriate behavior. Accidents that occur
● harmonization of local HSSE practices across an international in performing operational tasks are minimal.
network of 140 countries;
The two main types of accidents are:
● performance of a wide range of activities that carry different
HSSE risks; ● road accidents;

● missions on client sites in working environments that the Group ● same-level falls.
cannot control;
● protection of Group employees against risks to their health
and/or safety; and
● protection against the risk of road accidents during
work-related travel.
Some 20 or so safety policies have been included in the Group’s
management system.
These are reviewed at least each year based on an analysis of
safety indicators, qualitative data and changes in businesses and
risks.

104 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

Safety is our responsibility

2019 saw work on the “Safety is our responsibility” project continue, aimed at improving the quality of Group health and safety reporting,
reducing risk in the Group’s operations, reducing the accident rate, securing continued management involvement in the safety policy and

2
also training employees in day-to-day health and safety issues.
“Safety is our responsibility” is based on six key areas:

1
Engagement

6 2
Continuous Management
improvement system

Safety
is our
responsibility

5 3
Audit Training

4
Communication

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 105

2 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

A local and global HSSE organization

Bureau Veritas has put in place the following HSSE organization in order to provide effective management at Group level and consistent
local implementation of objectives, programs and practices.
The strength of this organization lies in the balance between its network and the importance of its activities.

Position Role and responsibilities

Chief Executive Officer Responsible for safety and security for the entire Bureau Veritas Group.
Executive Vice-President, Corporate and External Affairs Responsible for defining the QHSSE (Quality, Health & Safety, Security and
Environment) strategy, reporting to the Chief Executive Officer and the Executive
Committee.
QHSSE Director Recommends and rolls out the QHSSE strategy.
HSSE Steering Committee Helps to define the Group’s HSSE strategy, and more specifically to select
prevention campaigns. Monitors performance and progress on objectives defined
in the 2020 strategic plan.
HSSE managers Implement HSSE policies; factor in the local constraints associated with the
Group’s various businesses, languages, cultures and regulatory environments.
HSSE network Reviews HSSE performance during quarterly steering committees in order to set
clear directions for HSSE objectives and programs; participates in the
development and implementation of new tools in order to share best practices.
Ionizing Radiation Safety Committee Ensures that all activities using ionizing radiation equipment under Bureau Veritas’
responsibility deliver their services safely.

Commitment
Strong and unwavering commitment In signing an HSSE statement, the Group’s Executive Management
of the Group’s Executive Management has undertaken to enshrine safety at work, along with health and
environmental issues, within the core values of the corporate
Each Executive Committee meeting and operating review start culture. This clear undertaking reflects the Group’s long-term
with a follow-up of the safety and security performance of the commitment to continuously improve its HSSE performance.
scope concerned. The Group’s performance is monitored each
year in light of the 2020 strategic plan by the QHSSE department This statement includes the following commitments:
in order to set objectives for the coming year. The three key 1. provide a safe workplace and safe working methods to
indicators for the Group’s leadership are: prevent accidents and injuries to Group employees;
● “safety walks” carried out by managers; 2. prevent pollution, minimize energy consumption and waste
● organization of safety briefings; and protect biodiversity;

● review of each serious accident by the person responsible for 3. increase Bureau Veritas employees’ HSE awareness and safe
the scope concerned and the Group Executive Vice-President in behavior;
charge of QHSSE. 4. comply with all relevant HSSE requirements (regulations,
internal policies, client requirements, and other applicable
More than 1,674 safety walks in 2019 by managers requirements).
in France
These commitments are also reflected in the active participation
of the Group’s Executive Management in the analysis of serious
To complement this initiative, certain scopes have defined accidents, in the conduct of specific HSSE reviews, the setting of
individual safety targets as part of managers’ annual bonuses. HSSE certification objectives and the quarterly monitoring of
In 2019, Bureau Veritas rolled out a new module to record all performance indicators and action plans.
safety walks on its QESIS (Quality, Environment, Health & Safety A video outlining this commitment was made and circulated
System) app for mobiles. among all employees. In it, Bureau Veritas’ Chief Executive Officer
In 2020, it will continue to invest in this project in order to sets out his vision, commitment and expectations in terms of
facilitate information flows as well as more easily monitor the safety and security. This video is an integral part of the welcome
safety scorecard put in place in 2019 for each operating group. kit given to each new employee when joining Bureau Veritas and is
This scorecard provides management with a tool for tracking available in the seven most commonly used languages within the
leading/lagging indicators and therefore helps define the actions Group.
needed in order to continually improve safety. In 2019, numerous safety workshops were piloted by the
managers of local entities so that avenues for improving safety
management could be identified together with the management
team and operating staff. These workshops also provide Executive
Management with a perfect opportunity to reiterate its
commitment to safety, one of Bureau Veritas’ “absolutes”.

106 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

Following the risk analysis, Group management reviewed its These figures present Group certifications outside the
“defensive driving and mobility” policy in order to enhance the Certification business, which receives specific accreditations, and
measures in place to manage risk and thereby protect all excluding companies acquired in 2018, which have one year within
employees in their daily commute or during work-related travel. which to roll out the Group’s management system and be covered

2
by Bureau Veritas certification. Some acquired companies have
In 2019, 63 accidents were reviewed. In compliance with the
their own certification.
Group’s HSSE reporting policy, three fatal accidents were
reviewed in the presence of the Group’s Chief Executive Officer. In 2019, the Group’s internal auditors verified compliance by local
entities with the new ISO 45001 standard. In 2020, internal and
As indicated above, in 2020 the Group will particularly focus on
external safety audits will be based solely on ISO 45001.
the notion of a safety culture and the impact of behavioral/human
factors. The first campaign will be designed for management to
obtain a decisive insight into the employees who live out Executive Training
Management’s commitments on a daily basis.
Training in health and safety, security and environmental issues is
a top priority at Bureau Veritas. A training catalogue has been
Management system developed allowing each employee to source information and be
trained to manage HSSE issues. These training courses take the
In 2018, a project was carried out to improve the management
form of e-learning sessions, talks or classroom-based training.
system and incorporate ISO 45001. More than 25 working groups
enabled Bureau Veritas to strengthen its processes while retaining In light of Bureau Veritas' growth and its training needs, in
its focus on reducing and managing risk. mid-2018 the Group HR department set up a mandatory training
process to be completed by all new recruits during their induction
Bureau Veritas is seeking to obtain certification for its
phase. Since September 2018, all new Group employees therefore
management system in all entities with more than 200 employees.
receive the “Welcome On-Boarding Package”, which includes:
Group entities under this threshold are nevertheless required to
comply with specific Bureau Veritas standards even though ● a video featuring the Chief Executive Officer’s presentation of
certification is not the goal. safety and security challenges at Bureau Veritas;
● the e-learning module explaining the Cardinal Safety Rules.
ISO 45001 This induction training is supplemented with specific modules that
are defined by each country based on the risks employees may be
88% exposed to when performing their duties and in accordance with
86% regulatory requirements. Training is provided with respect to the
2020 obj.: 85% 85% 84%
entry into confined spaces, working at heights, first aid, use of
82% firefighting equipment, handling of pressurized devices and
preventive action, as well as many other topics. Training leading to
a certification is also provided for the members of the HSSE
network on HSSE management systems, applicable standards,
internal audits and accident investigations.

1,100 days of classroom-based safety and security training given

in France in 2019
2,600 training sessions taken on root cause analysis since 2016

2015 2016 2017 2018 2019

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 107

2 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

Cardinal Safety Rules

The Cardinal Safety Rules define the fundamental safety rules at Bureau Veritas. They were enhanced in 2017 to make them more specific
and clearer for all of the Group’s employees. An e-learning module was designed to support the implementation of these changes and must
be completed by each new employee during the induction process. To help everyone understand these rules, they have been translated into
13 languages.
More than 10,000 employees were trained in the Cardinal Safety Rules in 2019.
At present, the Cardinal Safety Rules cover three major areas, as shown below.

CHAPTER 1 CHAPTER 2 CHAPTER 3

8 CARDINAL SAFETY RULES 3 CONTROL MEASURES 5 RULES FOR SAFE CONDUCT

WEAR THE WEAR FALL PROTECTION DO NOT WALK UNDER USE INTRINSICALLY COMPLY WITH SAFE DO NOT BE
REQUIRED PPE WHEN WORKING SUSPENDED LOADS SAFE EQUIPMENT WORKING PROCEDURES DISTRACTED
AT HEIGHT AND RULES WHILE DRIVING

DO NOT RUN APPLY LOCK OUT/TAG OUT ENSURE ALL MACHINES RESPECT COMPLETE 2 MINS DO NOT USE ALCOHOL
WALK AND USE METHOD BEFORE WORKING ARE PROPERLY SAFEGUARDED MARKINGS IN ZONES FOR MY SAFETY OR ILLEGAL DRUGS WHILE
THE HANDRAIL ON ENERGIZED EQUIPMENT BEFORE OPERATING/SERVICING WITH IONIZING RADIATION WORKING OR DRIVING

WEAR YOUR FOLLOW OBTAIN AUTHORIZATION STOP WORKING

SEAT BELT SPEED LIMITS BEFORE ENTERING IF THE SITUATION
AND TRAFFIC RULES A CONFINED SPACE IS UNSAFE

E-learning platform: My Learning

Substantial resources were allocated by HSSE teams so that all In 2020, new sessions will be added to the HSSE training
training courses available at Group level could be incorporated catalogue in order to address risk analysis issues within the Group
into the My Learning global platform. A total of 15 modules were as well as the expectations of Bureau Veritas employees. The
configured in several languages, some 200 local administrators following topics will be covered in the next few months:
identified and trained, automatic reports created, and best
● work environment (brightness, noise, air quality, humidity,
practices exchanged with other Group entities using this platform.
temperature, teleworking and well-being at work);
As a result, more than 30 HSSE courses have been posted online
since 2015. ● “Managing Safely”: leadership and safety for managers;
Available to all the Group’s employees, this platform offers ● improving training regarding the prevention of same-level falls.
multilingual training modules on health, safety and environmental
issues such as the Cardinal Safety Rules, the handling of chemical As part of the Integrated Management System continuous
products, working at heights, defensive driving for two and improvement project and in line with changes in standards, the
four-wheeled vehicles, eco-driving, and the handling of Group established an HSSE training and skills management policy
pressurized devices. Specifically designed modules are also made in late 2018. This policy defines the mandatory and recommended
available to managers and concern measures managers must take training to be followed by each employee population.
with respect to personal protection equipment, ionizing radiation,
All HSSE managers received ISO 45001 training
working at heights and the entry into confined spaces. in 2019
100,000 HSSE e-learning sessions taken in 2019
81,000 e-learning training hours followed in 2019

108 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

Health Driving and mobility

The network of HSSE (Health, Safety, Security and Environment) Driving is one of the most common causes of accidents and death
officers are responsible for monitoring health risks that could at Bureau Veritas, and, with this in mind, Executive Management

2
affect employees. decided to revise the Driving and Mobility policy.
Identifying and monitoring health risks at Bureau Veritas is a New compliance requirements have been introduced in terms of:
two-step process:
● the Company car fleet;
1. on the ground: thanks to the network of HSSE officers on the
● training for employees who need to drive for work;
ground, emerging risks and changes in those risks can be
observed, along with the local measures put in place by ● bespoke training for employees considered to spend most time
public authorities to prevent them. HSSE officers notify the at the wheel;
Group of any escalation in the level of risk;
● initiatives aimed at increasing employees’ sense of
2. in Paris: the Group HSSE department monitors health risks responsibility towards their Bureau Veritas vehicle;
on an ongoing basis together with International SOS, the
Ministry of Foreign Affairs and the Chief Health and Safety ● a penalties policy;
Officers of major companies. ● use of mobile telephones, GPS, etc.;
In the event of a health crisis, a Crisis Committee is formed, ● two-wheeler safety equipment;
comprising the HSSE officers, the Group HSSE department and all
relevant support functions. The role of this Committee is to assess ● rules to be respected by passengers;
the level of risk and draw up an action plan, sharing information ● installation of fleet tracking devices. It is the responsibility of
collected by the operating groups on the ground and information the operating groups to decide whether this last
obtained by the Group HSSE department. recommendation is appropriate in light of local rules and
Where appropriate, this plan of action can encompass various regulations as well as differences in culture and technology.
protective (e.g., wearing protective gear) and preventive Training is a vital component of safety risk management. Bureau
(e.g., working from home, admission to hospital, etc.) measures, Veritas developed and rolled out a policy in this area in 2019.
including quarantine. Compliance with QHSSE training policy is verified during QHSSE
Depending on the type of action plan, the Crisis Committee issues internal audits. This is a basic requirement and helps create a
health warnings to management and employees locally and/or at shared culture, enhanced by training adapted to each employee’s
Group level. These warnings detail the recommendations and role and the local context.
instructions to be applied by each unit.
The Committee also monitors developments in the situation and
may issue revised health warnings depending on how the matter Communication
evolves. It regularly briefs the Group Executive Committee and
Executive Management. Each year, Bureau Veritas runs two safety and security campaigns
to raise employee awareness of these issues as well as other
This system was activated in late 2019/early 2020 in the context specific topics. These campaigns are rolled out locally by QHSSE
of the Covid-19 outbreak. departments to achieve 100% employee coverage. In 2019, the
The Executive Vice-Presidents in charge of the operating groups in two campaigns focused on:
China and Hong Kong (Commodities, Industry & Facilities, ● business travel and safety/security;
Consumer Products and Marine & Offshore) closely monitored
developments and took the necessary preventive measures. They ● driving and mobility.
also issued health warnings to their teams.
An HSSE Crisis Committee was formed at the same time, Safety alerts
comprising the HSSE Directors of the relevant operating groups,
In addition to these worldwide campaigns, a host of other
the Group HSSE Director and the Executive Vice-President,
initiatives are carried out locally or at Group level. In this respect,
Corporate and External Affairs.
there were over 30 security alerts within the Group in 2019,
The Committee held regular meetings to monitor developments following analyses of the root causes of serious accidents. These
and issue global health and safety warnings. alerts are designed to remind all employees of the rules to follow
and the best practices to adopt.
The preventive measures taken included:
● a ban on all travel to and from countries/regions affected by
the virus;
Visual communication
In 2019, safety campaigns and also certain specific messages
● quarantine for people having recently spent time in those
were shared and circulated to employees using different media.
countries/regions;
Posters about driving and mobility were displayed in Bureau
● working from home for office or laboratory staff whose Veritas offices and sites across the globe. Booklets and flyers were
presence on site is not critical; also designed and included in the induction pack for new recruits
to inform them about key safety issues.
● the supply of masks, gloves and disinfectant.
Countries, regions and/or operating groups have used videos,
The Executive Committee and Chief Executive Officer were kept
screensavers and other visual media to circulate important safety
informed of the situation on a daily basis. The Crisis Committee
messages.
met regularly to monitor the implementation and effectiveness of
the preventive measures and the measures taken to adapt the
Group’s operating activities.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 109

2 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

Safety briefings
Safety briefings are a key preventive measure for accidents and In 2018 and 2019, the Group set the goal of ensuring that each
are part of the Group’s internal processes. employee participated in at least six safety briefings per year. This
goal was achieved to differing degrees across the Group,
These Management-led discussions help remind employees of the
depending on the maturity of the entity in question. In 2020,
importance of safety in their day-to-day work, highlight areas of
Bureau Veritas will endeavor to improve its reporting on safety
business requiring particular vigilance, and help develop an open
briefings in connection with safety scorecards.
dialogue about these issues with employees. For employees, the
safety briefings are an opportunity to share any doubts or Nearly 2,300 QHSSE briefings were conducted in France in 2019
suggestions for improvement they may have and are an important
link in the knowledge chain.

Audits
In addition to the external audits conducted by the Group’s clients or by an independent third party enabling Bureau Veritas to be certified
to ISO 9001, OHSAS 18001, ISO 45001, ISO 14001, ISO 17020 and ISO 17025, the QHSSE department also establishes a three-yearly
Internal Audit program. More than 23 audits were conducted in 2019 by the Group’s pool of internal auditors.
Besides the Group’s QHSSE department, other departments carry out audits to ensure that processes are duly applied. In all, almost
1,200 audits (excluding financial audits) were carried out internally.
These internal audits verify compliance with Bureau Veritas processes and also help promote best practices.
In 2019, the QESIS app was rolled out worldwide. The app provides audit program traceability and makes a record of all incidents along with
an analysis of their causes and the corresponding action plans.

60 days of QHSSE audits completed by  Non-compliance cases following

1,190 audits in 2019
the 17 QHSSE auditors a certification audit reduced by 274%

Continuous improvement
The strategy of ongoing improvement is defined at all levels of the Group. Headed up by the QHSSE departments, this strategy is paying off
and is enabling Bureau Veritas to deliver a positive performance along with ambitious but realistic safety and security goals.

Digitalization
Feedback from the ground is critical in aligning the management system with the Group’s operating needs. This is why Bureau Veritas rolled
out its mobile app in 17 languages in 2018, allowing employees to:

● report a dangerous situation or near-accident;

● analyze risks before carrying out their assignment “2 mins for my safety”;
● analyze risks before undertaking any business travel “2 mins for my security”;
● analyze driving risks “2 mins for my safe driving”;
● analyze risks relating to riding two-wheelers “2 mins for my safe riding”;
● record any safety walks completed;
● trace any safety/security inspections.

Analyzing the root causes of an accident

Analyzing the root causes of an accident is an essential factor of The causes of the most serious accidents, 63 in 2019, were
improvement and prevention. The internal accident investigation analyzed by the management of the concerned entities, together
procedure was changed in 2015 to incorporate more effective with the Group QHSSE department and Executive Management in
tools for the identification of root causes and the determination of order to raise managers’ awareness of this approach. The
appropriate long-term corrective and preventive measures. An three main types of accidents are slips and falls, accidents with
e-learning module has also been developed to support this change handling equipment, and road accidents. These three categories
and was rolled out in the second quarter of 2017 to all the represented 60% of accidents within the Group in 2019. The
relevant people who perform accident analyses. two main causes of accidents are a lack of attention and
inappropriate behavior. These causes accounted for over half of
accidents.

110 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

Safety and security surveys Indicators

Various Group entities ask their employees to identify avenues for
improvement in terms of safety and security risk management. TAR

2
For example, in addition to Company initiatives launched several
years ago to improve employee safety and security, in 2018 the
Marine & Offshore division took measures aimed at assessing the
safety culture and the view of its operations experts on the 0.61
conditions in which the corresponding rules were implemented.
These measures were based on a survey conducted by a specialist 0.49
organization adapted to the businesses concerned. 2020 obj.: 0.40
0.41
Responses were collected from 71% of the employees concerned, 0.38
confirming their deep-seated commitment to the measures taken,
demonstrating their keen interest in issues regarding their safety
and working conditions. The response rate also corroborates the
findings of the survey.
The survey also made it possible to benchmark the Company’s
performance against the average for the industry, covering
245 companies and 160,000 employees. In each of the areas
2016 2017 2018 2019
looked at, the survey found that the Group’s Marine & Offshore
division performed better than the industry average.
Responses supplied by the participating employees helped identify LTR
avenues for improvement, which are subsequently taken up in
action plans following in-house consultation. These action plans
are currently being rolled out.
In light of the interest expressed in the survey and its findings, a
similar exercise will be carried out at regular intervals within the 0.26 2020 obj.: 0.20

scope of the ongoing improvement in the Group’s safety culture 0.22 0.23
and its implementation throughout the Marine & Offshore division. 0.21

Carried out according to the “behavior-based safety” method,

these surveys are the starting point for a structured approach to
safety. In 2019, Group Executive Management therefore decided
to require these surveys to be conducted in the ten countries in
which it does the most business. At the end of 2019, the surveys
were rolled out to several scopes including France, Africa, and the
Marine & Offshore and Consumer Products divisions. They will be
introduced in Latin America and North America by the end of
first-quarter 2020. 2016 2017 2018 2019
To allow it to more closely monitor key performance indicators in
terms of safety and security, Bureau Veritas has improved the
corresponding IT systems. The QESIS and Business Intelligence ASR
tools were linked up in 2018, allowing the Group’s key
performance indicators to be updated on a daily basis. These
statistics are closely analyzed and presented in each of the
0.030
monthly safety reports provided to members of the Group’s 0.029
Executive Committee.
To constantly improve training, processes and the safety
0.021 0.021
organization, and thereby reduce the risk of accidents, the ability
to compile information about dangerous situations and 2020 obj.:
near-accidents within the Group's operations is critical. 0.015

More than 5,000 near-accidents reported in 2019: a 24%

decrease on 2018
More than 10,000 unsafe conditions reported in 2019: up 100%
on 2018

2016 2017 2018 2019

TAR (Total Accident Rate): Number of accidents with and without

lost time x 200,000/Number of hours worked.
LTR (Lost Time Rate): Number of accidents with lost time
x 200,000/Number of hours worked.
ASR (Accident Severity Rate): Number of days lost
x 1,000/Number of hours worked.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 111

2 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

Since 2014, the Total Accident Rate (TAR) has fallen by 51% and In late 2019, Bureau Veritas developed a policy aimed at aligning
the Lost Time Rate (LTR) by 47%, while the Accident Severity the philanthropic initiatives launched by its operating entities.
Rate (ASR) has been reduced by 6%. Nevertheless, three fatal Three priority themes were identified (health, education and
accidents occurred in 2019, all of which were road accidents. environment), and should cover over 80% of local initiatives.
Since the implementation of its 2020 strategy and its “Safety is Philanthropic initiatives can take the form of donations or skills
our responsibility” project, the Group has continued to make sponsorship.
overall progress. This is also thanks to the programs put in place to
improve the analysis of root causes and the effectiveness of the
measures adopted, as well as the day-to-day input of line Action plan
management. In 2019, all accidents categorized as “serious” The community initiatives rolled out by Bureau Veritas are decided
according to the Group’s own criteria were closely monitored: the locally in each of the countries in which the Group does business.
analysis of the accidents and the related action plans were
reviewed by the HSSE department and then presented by line More than 170 local initiatives were carried out in 2019, several of
management to their superiors at a specific meeting. This which are listed below:
information is also provided to the Bureau Veritas’ Chief Executive Healthcare:
Officer during quarterly operating reviews. All Bureau Veritas
managers were given a safety management guide by their line ● collection of sanitary and beauty products for women on the
managers or their HSSE organization at their annual evaluations or street (France);
during a meeting on these issues. This guide constitutes the basis ● donation to help put people with disabilities into contact with
for understanding the role of management in deploying the safety volunteers with 3D printers to model missing fingers or hands
culture. (France);
In 2020, the QHSSE department and its internal partners will ● donation to help autistic children (North America);
define the new QHSSE plan in line with the Group’s next strategic
plan. ● donation to child and adult cancer research (Australia, North
America, Europe).
Education:
2.3.2.5 Support for local communities ● donation and sponsorship aimed at promoting education in rural
and outreach areas together with the Chemins d’Avenirs association (France);
● help for disadvantaged young people through scholarships or
Background education programs (Europe, Africa);
The Group’s highly decentralized organization favors local hiring in ● practical support for disadvantaged young girls (South Africa);
the nearly 140 countries in which it does business. In this way,
Bureau Veritas helps further socio-economic development in its ● donation to support child education, the provision of school
host countries. materials and the renovation of schools (North America,
Philippines, Brazil, Germany).
The Group takes care to ensure that each of its 1,560 offices and
laboratories across the globe develops local skills and expertise in Environment:
partnership with the authorities and the stakeholders concerned. ● planting of seeds and trees in various countries (Lebanon,
Sumatra, Malaysia, Abu Dhabi, Pakistan, Czech Republic, etc.);
Policy ● collection of waste to mark World Cleanup Day (Indonesia,
Bureau Veritas has launched Be part of it, a community-minded Malaysia, Russia, Italy, Latin America, etc.);
initiative in which it acts alongside its employees in providing help ● campaign to reduce paper consumption (10 sites in Russia,
to the most disadvantaged. “Be part of it” is one of the Egypt);
components of the Group’s new community support policy. It
encompasses a broad range of local initiatives, including, for ● campaign to abolish the use of plastic and prepare for new
example, food collection, environmental protection, support for legislation (Europe, CIF APM sites).
women on the street and tree planting.
Indicators
In 2019, Bureau Veritas donated a total of €620,000 and carried
out 44 skills sponsorship initiatives, an increase of 18% and 22%,
respectively, compared to 2018.

112 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

BREAKDOWN OF DONATIONS BY CATEGORY

Donations by category Amount (in euros) % No. of donations %

2
Education 250,000 40% 59 35%
Environment 8,000 1% 26 15%
Health 211,000 34% 71 41%
Art & Culture 151,000 25% 16 9%
TOTAL 620,000 100% 172 100%

BREAKDOWN OF SPONSORSHIP INITIATIVES BY CATEGORY

Sponsorship by category No. of initiatives % No. of hours %

Education 7 16% 242 11%
Environment 21 48% 953 42%
Health 14 32% 1,058 46%
Other 2 4% 24 1%
TOTAL 44 100% 2,277 100%

2.3.3 Environmental protection

2.3.3.1 Combating climate change and adapting to its consequences
Background The Group published a policy on operational eco-efficiency in
2019, which defines the rules for protecting the environment and
Climate change can lead to more frequent extreme weather such reducing carbon emissions. The policy is part of the Group’s
as flooding, fires or excessive temperatures, which could impact management system, and its application will be verified by
the continuity of the Group’s businesses and those of its clients, internal and external auditors. It is designed to step up the carbon
which could in turn impact the Group’s own operations. emissions reduction program and to define measures for each of
In this context, Bureau Veritas has developed an approach aimed the areas in which Bureau Veritas has an impact.
at reducing its CO2 emissions and adapting to the consequences of
climate change. Action plan
Its environmental footprint mainly reflects electricity consumption Work-related travel was the main source of CO2 emissions for
in its laboratories and work-related travel. It has developed inspection and office activities, for example, while energy
internal programs to reduce the impact of the Company’s carbon consumption was the main source of CO2 emissions for
footprint. laboratories. Based on the above, three sources of emissions were
Bureau Veritas has signed up to the fight against climate change, identified:
joining the French Business Climate Pledge launched by MEDEF, ● energy consumed by work-related travel;
France’s largest employer federation.
● energy consumed by the Group's offices;

Policy ● energy consumed by laboratories.

Bureau Veritas’ environmental policy applies to all its activities. The action plan to reduce CO2 emissions therefore has several
The Group sets annual targets for reducing the environmental components:
impact and implements specific programs to reduce its most ● Reducing work-related travel
significant environmental impacts.
The Group’s policy seeks to limit travel and encourage
Bureau Veritas has put in place an environmental management “low-carbon” trips. A new video conferencing system facilitates
system certified to ISO 14001. In 2019, this system covered 76% remote communication and helps reduce travel. The Group’s
of the Group’s workforce work-related travel policy was updated in late 2019.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 113

2 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

Various technological solutions have been put in place allowing for ● Improving the energy performance of office buildings and
a richer video and telephone conference experience. Three main laboratories
tools were used in this respect: Polycom, Zoom and GoTomeeting.
Bureau Veritas encourages its subsidiaries to use green energy in
In 2019, the focus shifted, with all employees offered a single order to reduce CO2 emissions, and to opt for low-energy
global platform designed to forge stronger links across the work buildings. Bureau Veritas recommends choosing energy-efficient
environment. buildings whenever leases are up for renewal. At the end of 2019,
12 of Bureau Veritas’ buildings had obtained LEED certification,
● Using cars with low carbon emissions
mainly in Asia. Bureau Veritas also recommends the use of LED
The Bureau Veritas fleet includes some 9,000 vehicles. In order to lighting. The introduction of LED lighting in 20% of the laboratories
reduce their CO2 emissions, local initiatives have been put in place, of Bureau Veritas’ Consumer Products division has increased
mainly in Europe, Australia and Latin America. energy efficiency by 55%.
Car fleet management policies have been rolled out encouraging The Group also recommends using green energy wherever
the use of energy efficient cars. Hybrid and electric vehicles are possible. In Italy, all electricity consumed is from green power
also included in vehicle catalogues. The car fleet management sources.
policy and the catalogue were updated in late 2019.
Machinery and equipment in Bureau Veritas laboratories are big
Car fleet policies for company vehicles are regularly reviewed in consumers of energy. Meticulous management of this machinery
order to reduce emissions per km. In France, for example, vehicles and equipment can help reduce energy consumption. The Group
that are more than three years old are replaced with more has identified machines and equipment that can be switched off
fuel-efficient vehicles in order to reduce average fuel consumption during the night in order to avoid waste.
and thus the emissions resulting from work-related travel. At
● Using suitable IT equipment
December 31, 2019, these emissions represented less than 100 g
of CO2 per km. This represents another potential area in which Bureau Veritas can
reduce its environmental impact. The Group’s priorities are to use
Raising employee awareness through training is also an integral
more eco-friendly equipment and encourage widespread use of
part of the Group’s program to reduce emissions resulting from
the cloud to store data. In France, for example, using virtual
work-related travel. The Group has designed an e-learning training
servers has reduced the number of physical servers by 1,300,
module on the topic of eco-driving. This module recalls driving
helping to save 353 tons of CO2 in 2018. Similar projects have also
techniques that help decrease fuel consumption as well as reduce
been undertaken in the United States.
stress at the wheel and hence the risk of accidents. In 2019,
employees took 47,000 e-learning sessions. For the past few years, the Group IT department has focused on
three major areas to reduce its environmental impact:
● reducing energy used by data centers;
● reducing energy used by computing equipment;
● devising innovative solutions for reducing work-related
travel.

114 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

Adapting to the consequences of climate change

Climate change can have many different consequences for Bureau Veritas’ operations. In addition to measures taken to reduce the Group’s
impact on climate change, Bureau Veritas decided to identify areas of risk across the globe. Climate change can lead to more frequent

2
extreme weather such as flooding, fires or excessive temperatures, which can impact the continuity of the Group’s businesses. To address
this risk, certain entities located in high-risk areas have put in place business continuity plans. Some of these plans were tested in 2018 and
2019.
The due diligence process for acquisitions now includes questions regarding the acquired company’s exposure to the impact of climate
change. This allows an action plan to be drawn up when the company is absorbed into the Group. Bureau Veritas has identified the main
areas of its business impacting climate change and aims to eliminate non-essential emissions and reduce the emissions needed for the
Group’s development.

Indicators
The reporting and consolidation process is improving each year and in 2019 was enhanced by a dedicated team tasked with verifying each
report submitted by local entities.
As part of the 2020 strategic plan, the environmental policy identified three key objectives (compared to the 2015 consolidated results):

Reduce CO2 emissions by 10% per full-time Increase the use of renewable energies Have 75% of Group businesses certified
equivalent employee by 2020 by 10% to ISO 14001

The following emission scopes are taken into account:

● Scope 1 – Direct emissions: sum of direct emissions resulting from burning fossil fuels such as oil and gas or from resources owned or
controlled by the Group (including service vehicles);
● Scope 2 – Indirect emissions: sum of indirect emissions arising from the purchase or production of electricity;
● Scope 3 – Other emissions: sum of all other indirect emissions including work-related travel (by air, train, rental car, and personal car).
Emissions relating to commuting and computers are not taken into account.
The data presented below in this chapter cover:

Tons of CO2 equivalent Scope 1 Scope 2 Scope 3

2018(a) 39,323 61,689 77,948
2019(b) 66,700 63,315 49,682
(a) In 2018, the scope covered 148 operating entities and 84% of employees in the year.
(b) In 2019, the scope covers 157 operating entities and 81% of employees in the year.

The 2019 scope includes two new Maxxam laboratories, which are heavy consumers of gas. Taking these two laboratories into account,
Maxxam accounted for 53% of CO2 emissions in 2019, compared to only 32% in 2018. The two laboratories had not been consolidated in
2018 due to a lack of available data. This explains the sharp increase in Scope 1 CO2 emissions (see above), energy consumption, and CO2
emissions for laboratories (see below).
Scope 3 includes a broader range of emissions, with the main contributors being commuting, IT equipment and energy-related activities
(excluding Scope 1 and Scope 2 emissions). On this basis, Scope 3 emissions fell from 173,534 tons of CO2 equivalent in 2018 to
159,007 tons in 2019.

Bureau Veritas laboratories

For laboratory activities in 2019, reliable data for electricity consumption were measured for 81% of the staff in Group laboratories and
57% of Group laboratories.
For several years now, data have shown that 80% of the total volume of electricity consumed by the Group is attributable to the
laboratories, and the remaining 20% attributable to offices.
The following energy-related data consolidate the data on electricity and gas consumption.
The table below shows electricity consumption for the Group’s laboratories per person and per year for the past five years:

Energy in MWh/person/year 2019 2018 2017 2016 2015

Laboratories 16.2 10 9 6.9 6.5

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 115

2 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

The table below shows the gross electricity consumption for Group laboratories between 2015 and 2019:

Energy in MWh 2019 2018 2017 2016 2015

Laboratories 259,125 190,360 175,172 121,789 112,996

GROUP CO2 EMISSIONS ARISING FROM ENERGY CONSUMPTION

Tons of Tons of Tons of Tons of Tons of

2019 CO2/person CO2/person CO2/person CO2/person CO2/person
Energy coverage rate 2019 2018 2017 2016 2015
Laboratories 62% 4.97 3.14 3.48 3.10 3.07
Laboratories and Offices 48% 2.46 2.04

GROUP CO2 EMISSIONS ARISING FROM WORK-RELATED TRAVEL – OFFICES

Tons of Tons of Tons of Tons of Tons of

2019 CO2/person CO2/person CO2/person CO2/person CO2/person
Work-related travel coverage rate 2019 2018 2017 2016 2015
Offices 78% 1.69 1.94 2.09 2.35 2.46
Offices and Laboratories 78% 1.40 1.60

Data related to work-related travel shown above include data linked to the use of cars (corporate, rental and leased vehicles),
two-wheelers, flights (short, medium and long-haul) and train travel. Commuting is not included.
The 2020 target is to reduce transportation-related CO2 emissions by 20% per capita.

2.3.3.2 Reducing environmental impact and protecting diversity

Background Policy
Although it does not generate substantial waste, Bureau Veritas Bureau Veritas has put in place an environmental management
looks to reduce its environmental impact and is committed to system certified to ISO 14001. Several policies have been rolled
protecting biodiversity through the Act4Nature initiative. out to reduce and sort waste, limit paper consumption, and reduce
water consumption.

Action plan
Waste and paper management
● waste management: the waste management policy is rolled down through two initiatives:
● all hazardous waste generated by laboratories is subject to a specific collection process;
● recycling of office waste is encouraged.
● the Group’s laboratory activities are particularly water-intensive.
Potential pollution resulting from the Group’s office, inspection and laboratory activities is described in the table below. Compliance with
requirements in terms of pollution is verified by local authorities and by ISO 14001 certification bodies.

116 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

Business Potential pollution Examples of action plans carried out

Offices and inspections Air conditioning equipment in offices, which may  Appropriate maintenance contracts
provoke refrigerant gas leaks

2
Recent vehicle fleet with low CO2 emissions and training
Use of cars to travel to client premises in eco-driving
Laboratories Air conditioning equipment in laboratories, Appropriate maintenance contracts
which may provoke refrigerant gas leaks Technical equipment to monitor emissions
Testing equipment that may generate polluting and procurement of necessary permits, regular emissions
atmospheric emissions checks
Use of cars to travel to client premises Recent vehicle fleet and training in eco-driving
Storage of chemical products and hazardous waste Dedicated storage areas equipped with appropriate
retention tanks and necessary control procedures

The nature of Bureau Veritas’ activities means that its main waste For the last few years, more than 100 action programs have been
product in terms of volume is paper. In order to limit its implemented, with an ever greater number of participants. An
consumption and reduce the waste generated, several initiatives average of 43,000 employees have taken part in 350 action
have been set up within various Group entities regarding the programs since 2015.
generation of electronic reports, as well as electronic printing and
The best action programs receive a trophy.
archiving when permitted by clients and applicable regulations.
Bureau Veritas is working towards its paperless goal for the In 2019, four trophies were awarded in the following categories:
Consumer Products Services business (reduction of paper Creativity, Education and Social Media, in addition to the year’s
consumption, storage and shipment). theme “Connecting People to Nature”.
Other types of waste such as cardboard, plastic, glass, batteries, Bureau Veritas India, whose Mumbai office is home to some
light bulbs, as well as waste resulting from electrical and 800 employees, chose to support the cause by taking part in the
electronic equipment, chemicals and mineral samples arising from Dadar Beach Clean-Up Drive in association with the
laboratory tests carried out by the Group, are measured and Jay Foundation, organized on June 3 in connection with World
managed in accordance with local regulations requiring that they Environment Day. In all, 35 employees volunteered for the beach
be disposed of by specialized companies. clean-up:
Due to the growing importance of the Group’s laboratory ● in the “Road Clean Up Drive” organized on June 5 by
activities, waste reporting has been improved in order to better 45 employees at 72 Business Park, Andheri, employees helped
measure the information reported and ensure its reliability. This to collect plastic in the city over a week-long period. The event
reporting concerns virtually all Group entities (93%). However, also gave rise to a best photo competition aimed at raising
Bureau Veritas did not previously require specific reporting on awareness among the widest possible population.
recyclable waste, and the tool was therefore enhanced in 2019 to
allow more detailed waste reporting. Action for biodiversity
Water
Water is a multi-faceted challenge for the Group. The aim is to be
able to collect reliable information on water consumption covering
all entities concerned. Water consumption decreased by 20% in
the year (1.118 cu.hm in 2018 compared to 0.936 cu.hm in 2019).
Alongside the French government and companies taking part in
Environment days the Act4nature initiative, Bureau Veritas confirmed its
Since 2009, Bureau Veritas has celebrated World Environment commitment to protecting biodiversity by signing Act4Nature’s
Day every June 5 around the theme announced by the United 10 commitments and publishing its action plan in May 2018.
Nations (UN). For this event, the Group’s QHSSE department asks
Bureau Veritas has also committed to other initiatives, illustrating
employees to organize initiatives to reduce their environmental
its desire to act effectively with its employees, suppliers and
impact. The involvement of all employees in this ongoing effort to
clients to reduce the impact on biodiversity.
improve environmental protection is celebrated with an in-house
competition. A selection committee meets to examine and Protecting the environment and biodiversity are key concerns for
evaluate each project submitted. Bureau Veritas.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 117

2 Corporate Social Responsibility
2.3 Roadmap for shaping a world of trust

In 2019, the Group set up a global reforestation project in Indicators

response to the key environmental challenges it identified, which
include protecting biodiversity, creating strong local roots, and Lastly, ISO 14001 certification guarantees good management of
reducing its environmental footprint with the ultimate aim of the environment and of the waste produced by Bureau Veritas’
being a carbon-neutral business. Bureau Veritas allowed its business activities. Accordingly, the Group has set itself the goal
employees to participate directly in this initiative, and planted one to having 75% of its business activities certified to ISO 14001 by
tree for every tree planted by an employee. 2020.

Illustrating this commitment, a variety of projects have been

launched within Bureau Veritas. In Brazil, 35 Group employees ISO 14001
took part in a reforestation project, planting 2,500 trees in the
Pinhais region. Many different tree species were planted, including
Eugenia aggregata, Handroanthus albus, Eugenia uniflora, Plinia
cauliflora and Psidium cattleianum. A campaign was run at the
77% 77%
same time to raise awareness among Bureau Veritas Brazil 76% 76%
employees. 2020 obj.: 75%

Other projects were also undertaken in 2019 covering

reforestation, participation in World Clean-Up Day and 72%
awareness-raising initiatives for the protection of biodiversity.
At the end of the year, the Group and its stakeholders had planted
7,111 trees in nine different plantations. Together with the
Reforestaction initiative, each plantation is monitored and
controlled to ensure greater project transparency. The initiative is
equivalent to 1,066 tons of stored CO2.
In 2020, Bureau Veritas will continue to expand its plantations and 2015 2016 2017 2018 2019
make a positive contribution to biodiversity.

118 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.4 Duty of care plan

2.4 Duty of care plan

Bureau Veritas has put in place a duty of care plan in compliance
with French Law no. 2017-399 of March 27, 2017 on the duty of
The plan includes measures to identify and prevent risks of serious
infringements in the following five areas:
2
care of parent companies and subcontracting companies.
● ethics and the fight against corruption;
The existing duty of care plan covers all of Bureau Veritas’
● human rights and fundamental freedoms;
businesses and all of its subsidiaries, as well as those of its
subcontractors and suppliers with which it has long-standing ● health and safety of persons;
business relationships.
● protecting the environment and biodiversity;
● personal data protection.

2.4.1 Governance and policies

The CSR Steering Committee helps draft the duty of care plan and The BPCC derives from Bureau Veritas’ Code of Ethics and
monitor its application. Human Rights policy. It defines the requirements for all of the
Group’s business partners, which apply in addition to:
Applicable policies under the duty of care plan are:
● the relevant local, national and international standards and
● the Business Partner Code of Conduct (BPCC), for suppliers,
regulations;
subcontractors, sales agents and co-contractors.
● the Bureau Veritas Code of Ethics;
The Code covers requirements in terms of ethical conduct,
human rights, safety and security, environment, and data ● contractual provisions.
protection. At all levels of its organization, and for all of its
General terms and conditions of purchase as well as standard
operations and host countries, Bureau Veritas seeks to be a
contracts have been revised in order to reference BPCC
responsible corporate citizen and endeavors to act in
requirements.
accordance with the principles of human and labor rights,
health and safety at work, environmental protection and ● Group policies, for Bureau Veritas and its subsidiaries.
anti-corruption.
These policies include the Code of Ethics, the Human Rights
policy, Health, Safety and Security policies and procedures, the
Environmental policy and the Personal Data Protection policy.

2.4.2 Risk mapping

The risks presented below relate to supply chain management risk ● major environmental risks were identified based on an
as described in sub-section 2.3.1.3 – Supply chain management. environmental impact assessment of the business activities
To improve compliance with legal requirements relating to the carried out by the Group and its subcontractors. Owing to the
duty of care, the risks are also detailed in this chapter. low environmental risk associated with most of its
businesses, the major risks only concern laboratories for their
The Group’s main risks were identified using a three-phase
treatment of waste,
approach:
● major safety and security risks were identified in all countries
● a risk map of the areas covered by the duty of care plan was
reporting a significant number of serious accidents in 2018,
drawn up by the Group in 2017 and revised in 2018;
both within Bureau Veritas and at its subcontractors;
● a specific analysis was performed in-house to assess the most
● an external review was performed by a specialist independent
significant risks for the Group:
firm to identify priority issues. This review was carried out
● major human rights risks were identified using the UN’s through audits, reviews of documentation, interviews with the
Human Development Index published in March 2018 and departments concerned and cross-checks with external
taking into account the map on children’s rights worldwide statistical databases, including the Social Hotspots DataBase
published by Humanium. For suppliers, this approach was (SHDB).
supplemented by a detailed analysis of risk for each category
of purchases,

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 119

2 Corporate Social Responsibility
2.4 Duty of care plan

The table below shows the map of the most significant risks.

SIGNIFICANT RISKS BUREAU VERITAS JV PARTNERS SUBCONTRACTORS SUPPLIERS INTERMEDIARIES

FREEDOM Asia - USA UAE China - USA

OF ASSOCIATION Middle East China - USA Office services

China - South Korea

China
WORKING HOURS Japan
Office services
HUMAN RIGHTS UK - UAE

USA
SOCIAL BENEFITS USA
Office services

WASTE MANAGEMENT
Laboratories Laboratories Chemicals
SOIL POLLUTION
ENVIRONMENT

India - Vietnam
Brazil - France
WORK ACCIDENTS Brazil - Argentina China France - Brazil
HEALTH & SAFETY France

RISK LEVELS:
„ Low risk „ Moderate risk „ Medium risk „ High risk
Source: Social Hotspot Data Base.

The SHDB grades risks on a scale of 1 to 4. The average risk score was calculated for each category and only risks graded 3 or higher with
associated purchase volumes of over €10 million in 2018 are shown.
The most critical topics for the Group’s subcontractors are Ethics and Health, Safety and Security.

2.4.3 Action plans

The action plans are divided into two parts, the first of which is undertaken in this area, including the work carried out with
applicable to Bureau Veritas and its subsidiaries, and the second to Ecovadis, are detailed in sub-section 2.3.1.3 – Supply chain
its partners (suppliers, subcontractors, sales agents and management.
co-contractors).
The action plan for Bureau Veritas partners is essentially based on
the deployment of the Business Partner Code of Conduct (BPCC)
and covers four phases:
Action plan for Bureau Veritas and its ● 1. Circulation of the BPCC to all partners signing new contracts
subsidiaries with Bureau Veritas, irrespective of their size, business and
place of work;
The action plan for Bureau Veritas and its subsidiaries is described
in the relevant sub-sections (Human rights, Safety and security, ● 2. Signature by each partner of the BPCC, confirming their
and Environment) of section 2.3 – Roadmap for shaping a world of agreement;
trust of this Universal Registration Document. ● 3. Monitoring of partner compliance with the BPCC.
Bureau Veritas ordering parties are responsible for these
monitoring arrangements;
Action plan for subcontractors and suppliers ● 4. Evaluation of partners representing a significant BPCC
non-compliance risk.
In 2014, Bureau Veritas launched a continuous purchasing
improvement program from a CSR perspective. The actions

120 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.4 Duty of care plan

Particular attention is paid to safety and security issues. The Concerning the environment, subcontractors operating in
Group ensures that subcontractors comply with its health and environmental analysis laboratories will be closely monitored in
safety rules and has set up an action plan in this respect. This plan terms of waste treatment, airborne emissions and liquid discharge.
includes the following initiatives: Suppliers of chemical products for the Group’s laboratories and

2
waste collection companies will be especially monitored.
● subcontractors are systematically informed of applicable safety
and security requirements for all Group assignments, including Concerning human rights, the risk analysis identified cleaning,
when these incorporate additional requirements imposed by maintenance and security service providers as a priority focus.
the client or site of work; Targeted initiatives have been launched to provide the relevant
service providers with the Bureau Veritas Business Partner Code
● all serious accidents with subcontractors involved in Bureau
of Conduct.
Veritas assignments are reported and followed up through a
root cause analysis; Concerning ethical conduct, all partners are closely monitored and
are required to sign the Group’s Code of Ethics indicating their
● safety and security instructions and safety campaigns prepared
agreement, before any dealings with the Group.
by Bureau Veritas for its employees are communicated to the
subcontractors concerned.

2.4.4 Indicators and results

Indicators are detailed in each of the corresponding sections of the Non-Financial Statement (NFS) concerning Safety and Security
(sub-section 2.3.2.4 – Health and safety), the Environment (section 2.3.3 – Environmental protection) and Human Rights
(sub-section 2.3.2.3 – Respect for human rights).
The main indicator and the results for 2018 and 2019 applicable to each topic are outlined in the table below:

Bureau Veritas Suppliers and subcontractors

Topic KPI 2019 results 2018 results KPI 2019 goals 2018 results
Safety and Security New
stakeholders
TAR 0.38 0.41 having 50% N/A
received the
BPCC
Environment New
Transportation-
stakeholders
related CO2
2.91 3.09 having 50% N/A
emissions
received the
(t/person)
BPCC
Human Rights New
New stakeholders stakeholders
having received 100% 81% having 50% N/A
the policy received the
BPCC

In 2019, Bureau Veritas launched an assessment into the deployment of its Business Partner Code of Conduct by the partners of each of its
operating entities and support functions. This self-assessment also allows it to identify those partners for which a risk of non-compliance
with the BPCC exists. Given the scale of work involved, the assessment is scheduled for completion in April 2020.
At the end of 2019, no non-compliance risks with the BPCC had been identified.

2.4.5 Whistleblowing mechanism

Bureau Veritas’ policy is to encourage its employees and business partners to “speak out” if they are witnesses to an event occurring in the
course of business that they consider in breach of the Business Partner Code of Conduct.
The whistleblowing mechanism set up as part of the Group’s Compliance Program has been gradually extended to all of the areas covered
by duty of care legislation in France and now also encompasses suppliers and subcontractors.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 121

2 Corporate Social Responsibility
2.5 Information compilation methodology

2.5 Information compilation methodology

Labor-related information Information gathering
HSSE indicators fall under the responsibility of the HSSE
The information published in this document is mainly taken from
department, which relies on the data provided by the network and
the Group’s HR reporting system. It is published and submitted on
the IT systems.
a monthly basis to Executive Committee members and to the HR
departments of the various operating groups. Within the Group HR The indicators are input by Group entities using an online tool.
department, a reporting team is in charge of verifying and
publishing these data in conjunction with the local managers. Data on accidents are registered in real time. Details about the
registration methodology can be found in sub-section 2.3.2.4 –
An annual survey is also conducted among the HR Directors of the Health and safety of this Universal Registration Document.
operating groups to compile the relevant qualitative information
presented in section 2.3.2 – Human capital of this Universal Environmental indicators are input through a single reporting
Registration Document. process known as “Environmental and Carbon Reporting” (see
below for more details).

Scope of consolidation
Scope and methods of consolidation
The HR data are continuously updated in the Group HR
information system (HRIS), except for the training indicators, HSSE indicators are consolidated at Group level or within specific
which are updated by the local teams and are reported on a programs. The indicated exclusions concern entities for which
quarterly basis. data for the previous year are not available or are not reliable, as
well as entities acquired in the previous year. Moreover, to ensure
Workforce data are provided on a Group-scope basis. that the data collected are consistent, the indicators are only
consolidated from the second year of data reporting.
Training data and data on absenteeism cover 100% of the Group’s
workforce. Energy consumption includes the consumption of electricity used
in buildings and processes.
The data on profit-sharing agreements extend beyond Bureau
Veritas SA and cover the Company’s six French subsidiaries: The number of employees used in the calculation of health, safety
Bureau Veritas Services, Bureau Veritas Services France, and environment indicators is based on the quarterly average
Bureau Veritas Exploitation, Bureau Veritas Construction, Bureau number of employees.
Veritas GSIT and Bureau Veritas Marine & Offshore.
By default, the number of hours used to calculate frequency and
severity rates is set at 160 per month and per employee.
Documentation and training for users Since 2014, in order to facilitate and improve reporting on the
Detailed, regularly updated documentation is available in the main environmental impacts and CO2 emissions, Bureau Veritas
Group’s IT systems. Each new user and/or contributor to HR has used a single tool called “Environmental and Carbon
reporting must complete training on how to collect and enter Reporting”. A note on methodology has also been prepared to
data, as well as on the online consultation of indicators. This serve as guidance for persons reporting information.
training is provided by the Group HR department.
Each entity must report annually on energy, paper and water
consumption, waste generation and work-related travel and every
other year on ozone-depleting substances. Exceptions are
Health & Safety, Security provided for in the reporting procedure in the following cases:
and Environment (HSSE) ● data cannot be obtained because they are included in the
overall rental charge, there is no meter installed, and it would
In the absence of recognized public standards for inspection be too costly to put one in place;
operations, Bureau Veritas has defined its own set of HSSE
indicators including specific definitions, scopes and methods of ● newly acquired entities have two years to improve their data
consolidation, responsibilities, and information verification. reporting, so that they can begin with pilot sites and then roll
out the reporting process to the entire entity.
These indicators are described in the manuals for the areas in
question (HSSE). They are regularly updated in order to take into In order to ensure that data reported by newly acquired entities
account the introduction of additional programs and any changes are consistent with the Group’s processes, the first reporting year
in the scope (program extended to existing entities, integration of is documented but the data are not included in the Group’s
new acquisitions). consolidated results.

122 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.5 Information compilation methodology

In this report: The business activities of Bureau Veritas do not involve the use of
soil or land, apart from the use of buildings, which are usually
● the health and safety data cover 2019 in its entirety (from
leased. No raw materials are consumed except fuel, more details
January 1 to December 31, 2019). The number of employees
of which are provided in sub-section 2.3.3.1 – Combating climate

2
used in the calculation of health and safety indicators is based
change and adapting to its consequences along with the measures
on employees in November 2019;
taken to improve fuel efficiency.
● the environmental data are those for the year 2019 (from
The Group’s business activities do not involve the use of water,
October 1, 2018 to September 30, 2019);
except water consumed by employees and during certain testing
● the quality data are those for the year 2019 (from January 1 to processes in laboratories. Its business activities are carried out in
December 31, 2019). compliance with the relevant local standards and regulations on
water consumption and discharge. As part of ISO 14001
Any entity whose annual data cannot be reliably verified is certification, water consumption is monitored in those businesses
excluded from the Group’s consolidated results in accordance in which it is considered significant, and measures are adopted to
with the internal control process. reduce and optimize consumption.
Lastly, the Group’s business activities do not generate any
Indicators that are not relevant to significant food waste.
Bureau Veritas’ businesses
Bureau Veritas’ operations are not affected by the adaptation to
the consequences of climate change and measures for protecting
or increasing biodiversity, and are carried out in compliance with
the relevant local regulations. With respect to the Group’s
portfolio of services, these areas have business potential. For
example, the Group has carried out a project to define a
framework for preparing business continuity plans in accordance
with ISO 22301, as required by regulations in certain countries.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 123

2 Corporate Social Responsibility
2.6 Indicators and cross-references

2.6 Indicators and cross-references

2.6.1 Non-financial indicators
The indicators below concern the Group’s reporting scope, unless otherwise specified, and were provided by Bureau Veritas offices and
laboratories.

2018 2019 Target for 2020

Labor-related impacts
Employees 75,428 78,395
New hires 13,330 14,954
Acquisitions 286 1,541
Voluntary departures 8,709 9,368
Layoffs 4,468 3,369
Attrition rate 17.0% 15.8%
Voluntary attrition rate 11.1% 11.6% <15.0%
Absenteeism rate 1.2% 1.1% <2.0%
Breakdown of employees by geographical region
Europe 17,630 17,783
Africa and Middle East 6,378 7,373
Americas 21,131 22,655
Asia Pacific 30,289 30,584
Breakdown of employees by major country
China 15,582 16,461
France 7,757 7,870
India 5,184 5,371
Brazil 5,324 5,316
United States 3,718 4,246
Breakdown of employees by gender
Men 69% 70%
Women 31% 30%
Breakdown of employees by age
18-25 11% 11%
26-30 18% 18%
31-35 19% 19%
36-40 16% 16%
41-45 12% 12%
46-50 9% 9%
51-55 7% 7%
56-60 5% 5%
60+ 4% 4%
Average age 36 38
Breakdown of employees by seniority
Less than 5 years 62.2% 63.0%
5 to 14 years 29.2% 28.2%
15 to 24 years 6.5% 6.8%
25 to 34 years 1.8% 1.7%
Over 34 years 0.4% 0.3%

124 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.6 Indicators and cross-references

2018 2019 Target for 2020

Breakdown of employees by function
Marketing & sales 4.2% 4.1%

2
Production 78.3% 80.1%
Management 8.4% 7.4%
Support 9.1% 8.4%
Training
Number of people trained 100% 100% 100%
Number of training hours 1,273,381 1,477,602
Number of training hours per employee 16.8 19.0
Gender balance
Total employees 31% 30%
Junior female managers 21.0% 22.7%
Senior female managers (EC-III) 16.5% 19.5% 25%
Women on the Executive Committee 20% 20%
Women on the Board of Directors 42% 42%
Absenteeism 1.20% 1.20%
Number of management succession plans 122
Number of high-performing employees identified 64
Safety indicators
Number of accidents 287 278
Number of accidents without lost time 144 110
Number of lost time accidents 143 168
Number of fatal accidents 3 3 0
Number of accidents at subcontractors 10
Number of fatal accidents at subcontractors - 0
Number of days lost 2,925 4,372
Total Accident Rate (TAR) – (Number of accidents with and without
0.41 0.38 0.40
lost time x 200,000/Number of hours worked)
Lost Time Rate (LTR) – (Number of accidents with lost time x
0.21 0.23 0.20
200,000/Number of hours worked)
Accident Severity Rate (ASR) – (Number of days lost x 1,000/Number
0.021 0.029 0.015
of hours worked)
Number of days lost 3,051 4,378
Change in TAR vs. 2014 (47)% (51)% (50)%
Change in LTR vs. 2014 (51)% (47)% (50)%
Change in ASR vs. 2014 (32)% (6)%
% businesses certified to ISO 45001 (excluding Certification) 87% 85% 85%
Environment indicators
Number of participating sites 148 157
Number of employees at participating sites 63,195 62,949
Rate of coverage 84% 81%
% businesses certified to ISO 14001 (excluding Certification) 76% 75% 75%
Energy consumption
Total energy consumed (MWh) 223,780 293,219
Energy consumed by laboratories (%) 85% 88%
Energy consumed by offices (%) 15% 12%
Green energy consumed (MWh) 352 4,726
Green energy as a proportion of total energy consumed (%) 0.2% 1.6%
Increase in the use of renewable energies (vs. 2015) (91)% 24% 10%
Energy consumed/person (MWh) 5.44 7.85

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 125

2 Corporate Social Responsibility
2.6 Indicators and cross-references

2018 2019 Target for 2020

CO2 emissions
CO2 emissions (t) 178,960 179,697
CO2 emissions/person (t) 2.83 2.85
Decrease in CO2 emissions per FTE employee (vs. 2015) 12% 11% 10%
CO2 emissions – Scope 1 (t) 39,323 66,700
CO2 emissions – Scope 2 (t) 61,689 63,315
CO2 emissions – Scope 3 (t) 77,948 49,682
Net CO2 emissions 178,101 178,622
Water consumed (cu.hm) 1.118 0.936
Laboratories
Energy consumption (MWh) 190,360 259,215
Energy consumed/person (MWh) 10.0 16.2
Total CO2 emissions (t) 84,850 100,933
Total CO2 emissions/person (t) 3.81 4.80
Water consumed (cu.m) 880,497 778,772
Water consumed/person (cu.m) 47 51
Offices
Energy consumed (MWh) 96,250 43,823
Energy consumed/person (MWh) 4.22 1.97
Total CO2 emissions (t) 120,485 82,016
Total CO2 emissions/person (t) 2.90 1.97
Water consumed (cu.m) 295,110 159,753
Water consumed/person (cu.m) 17 13
Operating indicators
Revenue (€ millions) 4,795.5 5,099.7
Quality indicators
Businesses certified to ISO 9001 87% 87% 85%
Client satisfaction rate 86% 95%
Client loyalty rate (NPS) N/A N/A 45
Philanthropy indicators
Donations – Total (€) 527,000 620,000
Donations – Education (€) 135,000 250,000
Donations – Environmental protection (€) 30,000 8,000
Donations – Healthcare (€) 281,000 211,000
Other donations (€) 81,000 151,000
Number of voluntary action projects 36 44
CSR services indicators
Revenue generated by CSR services (€ thousands) 21,700 25,300
Revenue growth of CSR services 5% 15% 10%
CSR as a % of Certification 6% 7%
Ethics indicators
Employees having signed the Code of Ethics 100% 100% 100%
Entities compliant with the Human Rights policy 81% 100% 100%

126 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.6 Indicators and cross-references

2.6.2 Applicable laws and regulations

The laws and regulations taken into account in preparing this ● the analysis of major risks facing the Group is included in

2
chapter include: section 4.1 – Risk factors, while section 2.2 describes risks and
opportunities of a non-financial nature;
● European Directive 2014/95/EU of October 22, 2014 as
regards the disclosure of non-financial information; ● the policies, action plans and follow-up indicators are presented
in the sub-sections discussing non-financial risks:
● the implementing decree transposing European Directive
no. 2017-1265 of August 9, 2017 into French law; ● Ethics (sub-section 2.3.1.1),
● French Law no. 2017-399 of March 27, 2017 on the duty of ● Client relations (sub-section 2.3.1.2),
care of parent companies and subcontracting companies;
● Supply chain management (sub-section 2.3.1.3),
● the French Law on transparency, the fight against corruption
● Cybersecurity and data protection (sub-section 2.3.1.4),
and the modernization of the economy (“Sapin II”);
● Innovation (sub-section 2.3.1.5),
● French law no. 2018-898 of October 23, 2018 (anti-fraud law);
● CSR services (sub-section 2.3.1.6),
● French law no. 2018-938 of October 30, 2018 on the fight
against food insecurity. ● Talent management (sub-section 2.3.2.1),
The requirements of articles L. 225-102-1 and R. 225-104 to ● Inclusiveness and diversity (sub-section 2.3.2.2),
R. 225-105-2 of the French Commercial Code (Code de
Commerce) implementing the European Directive on the ● Human rights (sub-section 2.3.2.3),
disclosure of non-financial information into French law and ● Health and safety (sub-section 2.3.2.4),
forming the basis of the Company’s Non-Financial Statement are
addressed in the following chapters: ● Support for local communities (sub-section 2.3.2.5),

● the business model is presented in the introduction (pages 2 et ● Climate (sub-section 2.3.3.1),

seq.) and in sections 1.1 to 1.8 of this Universal Registration ● Environment (sub-section 2.3.3.2).
Document;

2.6.3 Cross-reference table for information contained

in the Non-Financial Statement
To facilitate the reading of this Universal Registration Document, the cross-reference tables below identify information contained in the
Non-Financial Statement pursuant to articles L. 225-102-1, R. 225-104 et seq. and R. 225-105 of the French Commercial Code:

Cross-reference table for the Non-Financial Statement (NFS) – Articles L. 225-102-1, Section(s)/

R. 225-104 et seq. and R. 225-105 of the French Commercial Code Sub-section(s) Page(s)
Introduction,
I. Business model 2-15, 18-64
1.1 to 1.8
II. Risk analysis 2.2, 4.1 77-78, 206-213
III. Statement of relevant information regarding major risks/measures mentioned in II
1. Labor-related information
a) Employees
● Total headcount and breakdown of employees by gender, age and geographic area 2.3.2.1, 2.3.2.2 93, 99-100
● Hirings and layoffs 2.3.2.1 91
● Remuneration and changes in remuneration 2.3.2.2 102-103
b) Work organization
● Organization of working time 2.3.2.2 101
● Absenteeism 2.3.2.2 101
c) Health and safety
● Health and safety conditions in the workplace 2.3.2.4 104-112
● Accidents at work, in particular, their frequency and severity, and work-related illnesses 2.3.2.4 104-112
d) Labor relations
● The organization of labor relations, notably procedures for informing, consulting and
2.3.2.2 101-102
negotiating with employees
● The status of collective agreements, particularly as regards health and safety in the
2.3.2.2 102
workplace

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 127

2 Corporate Social Responsibility
2.6 Indicators and cross-references

Cross-reference table for the Non-Financial Statement (NFS) – Articles L. 225-102-1, Section(s)/

R. 225-104 et seq. and R. 225-105 of the French Commercial Code Sub-section(s) Page(s)
e) Training
91-97, 107-109,
● Training policies put in place, particularly in terms of environmental protection 2.3.2.1, 2.3.2.4, 2.3.3
113-118
● Total number of training hours 2.3.2.1 96
f) Equal treatment
● Measures to promote gender equality 2.3.2.2 99
● Measures to promote the employment and inclusion of people with disabilities 2.3.2.2 99
● Anti-discrimination policy 2.3.2.2 100
2. Environmental information
a) General environment policy
● Organization of the Company to take into account environmental issues, and if applicable,
environmental assessment or certification approaches 2.3.3 113-118
● Resources allocated to the prevention of environmental risks and pollution 2.3.2.4, 2.3.3 108, 113-118
● Provisions and guarantees for environmental risks, provided that this information does not
2.3.3 113-118
cause serious harm to the Company in an ongoing dispute
b) Pollution
● Measures to prevent, reduce or address air, water or soil pollution having a serious impact on
2.3.3.2 116-118
the environment
● Consideration of all forms of pollution specific to an activity, particularly noise and light
2.3.3 113-118
pollution
c) Circular economy
i) Waste management and prevention
● Measures to prevent, recycle, reuse, recover and remove waste 2.3.3.2 116-118
● Measures to fight against food waste N/A N/A
ii) Sustainable use of resources
● Water consumption and water supply in accordance with local restrictions 2.3.3.2 116-118
● Consumption of commodities and measures taken to use them more efficiently N/A N/A
● Consumption of energy and measures taken to improve energy efficiency and increase the
2.3.3 113-118
use of renewable energies
● Use of soil N/A N/A
d) Climate change
● Material sources of greenhouse gas emissions generated by the Company’s operations and
2.3.3.1 113-116
notably by the use of goods and services produced by the Company
● Measures taken to adapt to the consequences of climate change 2.3.3.1 115
● Voluntary mid- and long-term reduction targets set to cut greenhouse gas emissions and the
2.3.3.1 113-116
resources put in place to achieve this
e) Protection of biodiversity
● Measures taken to preserve or develop biodiversity 2.3.3.2 116-118
3. Societal information
a) Corporate social commitments for sustainable development
● Impact of the Company’s business in terms of employment and regional development 2.1 66-76
2.1, 2.3.1.6, 2.3.2.2, 66-76, 87-90,
● Impact of the Company’s business in terms of local or neighboring communities
2.3.2.5 97-101,112-113
● Relations with Company stakeholders and conditions for dialogue with these
2.1.4, 2.3.2.5 70-71, 112-113
persons/organizations
● Partnership or sponsorship initiatives 2.3.2.5 112-113
b) Subcontractors and suppliers
● The inclusion of social and environmental issues in purchasing policies 2.3.1.3, 2.4 83-85, 119-121
● The inclusion of corporate social and environmental responsibility in dealings with suppliers
2.3.1.3, 2.4 83-85, 119-121
and subcontractors

128 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.6 Indicators and cross-references

Cross-reference table for the Non-Financial Statement (NFS) – Articles L. 225-102-1, Section(s)/

R. 225-104 et seq. and R. 225-105 of the French Commercial Code Sub-section(s) Page(s)
c) Fair practices: measures to protect the health and safety of consumers

2
1. Information on the fight against corruption: measures taken to prevent corruption 2.3.1.1 79-81
2. Information on human rights initiatives
a) Promotion and compliance with the fundamental conventions of the International Labor
Organization in relation to:
● Respect for freedom of association and the right to collective bargaining 2.3.2.2, 2.3.2.3 102, 103-104
● Elimination of discrimination in respect of employment and occupation 2.3.2.2, 2.3.2.3 102, 103-104
● Elimination of forced labor 2.3.2.2, 2.3.2.3 102, 103-104
● Abolition of child labor 2.3.2.2, 2.3.2.3 102, 103-104
b) Other measures implemented in respect of human rights 2.3.2.2, 2.3.2.3 102, 103-104

2.6.4 Cross-reference table for the UN’s Sustainable Development

Goals
Through its direct actions and the services it provides, Bureau Veritas is active in all areas covered by the UN’s Sustainable Development
Goals, as can be seen below:

 Priority SDG for Bureau Veritas

Sponsorship or donation in favor of SDG

Sponsorship
and/or
Priorities Goals donation Main CSR services
End poverty in all its forms everywhere. NGO certification.
Social audits.
Inspection of agricultural crops.

End hunger, achieve food security and improved Food certification and tests.
nutrition and promote sustainable agriculture. System certification.
Product origin and traceability.

Ensure healthy lives and promote well-being for all All Testing, Inspection and Certification
 at all ages. of quality, health and safety.

Ensure inclusive and equitable quality education Health and safety training.
and promote lifelong learning opportunities for all. Environment training.

Achieve gender equality and empower all women Gender equality certification.
and girls. Diversity certification.

Ensure availability and sustainable management Water sanitation plant inspections.

of water and sanitation for all. Water supply network inspections.
Sustainable plastics certification.
HSSE impact assessments.

Ensure access to affordable reliable, sustainable CO2 emissions certification.

 and modern energy for all. Certification of solar and wind farms.
Certification of energy performance.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 129

2 Corporate Social Responsibility
2.6 Indicators and cross-references

Sponsorship
and/or
Priorities Goals donation Main CSR services
Promote sustained, inclusive and sustainable Social audits.
economic growth, full and productive employment HSSE audits and certifications.
and decent work for all. Business continuity.

Build resilient infrastructure, promote inclusive Industry and Buildings & Infrastructure
and sustainable industrialization and foster innovation. businesses.

Reduce inequality within and among countries. Gender equality certification.

Diversity certification.

Make cities and human settlements inclusive, Buildings & Infrastructure business.
 safe, resilient and sustainable.

Ensure sustainable consumption and production Consumer Products and Agri-Food &
 patterns. Commodities businesses.

Take urgent action to combat climate change Certification business.

 and its impacts.

Conserve and sustainably use oceans, seas and marine Sea water quality certification.
resources for sustainable development. Responsible fishing certification.
Ship certification.
Control of effluent.

Protect, restore and promote sustainable use Timber certification.

of terrestrial ecosystems, sustainably manage forests, Biodiversity impact assessments.
combat desertification, halt and reverse land Agricultural product testing.
degradation and halt biodiversity loss. Control of airborne emissions.
Control of waste management.
GHG certification.
Carbon footprint certification.
Promote peaceful and inclusive societies for Social audits.
sustainable development, provide access to justice CSR management certification.
for all and build effective, accountable and inclusive CSR reporting verification.
institutions at all levels.

Strengthen the means of implementation Responsible supplier program.

and revitalize the global sustainable partnership CSR management certification.
for sustainable development. CSR reporting verification.

130 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.7 Opinion of the independent third party

2.7 Opinion of the independent third party

Independent third party’s report on the Non-Financial Statement 2
provided in the management report

This is a free translation into English of the original report issued in the French language 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.

Year ended December 31, 2019

To the General Assembly,

In our quality as an independent verifier, accredited by the COFRAC under the number n° 3-1681 (scope of accreditation available on the
website www.cofrac.fr), and as a member of the network of one of the statutory auditors of your entity (hereafter “entity”), we present our
report on the consolidated non-financial statement established for the year ended on December 31, 2019 (hereafter referred to as the
“Statement”), included in the management report pursuant to the requirements of articles L. 225 102-1, R. 225-105 and R. 225-105-1 of
the French Commercial Code (Code de commerce).

The entity’s responsibility

The Board of Directors is responsible for preparing the Statement, 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.
The Statement has been prepared in accordance with the entity’s procedures (hereinafter the “Guidelines”), the main elements of which are
presented in the Statement (or which are available on request from the entity’s head office).

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
guidance.

Responsibility of the independent third party

On the basis of 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”).
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.

Nature and scope of the work

The work described below was performed in accordance with 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(1):
● we obtained an understanding of all 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;

(1) ISAE 3000 - Assurance engagements other than audits or reviews of historical financial information.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 131

2 Corporate Social Responsibility
2.7 Opinion of the independent third party

● 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 (example: ethics, cybersecurity, personal data protection, human rights), our work was carried out
on the consolidating entity, for the other risks, our work was carried out on the consolidating entity and on a selection of entities: CIF
USA, CIF South Africa, CPS China and Marine & Offshore Division;
● 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;
● 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 and covers between 17% and
28% 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 believe 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.

Means and resources

Our verification work mobilized the skills of six people and took place between September 2019 and March 2020 on a total duration of
intervention of about 12 weeks.
We conducted seven interviews with the persons responsible for the preparation of the Statement including the Human Resources, Health
and Safety, Environment, Purchasing, Data Protection and Legal Affairs departments.

Conclusion
Based on the procedures performed, nothing has come to our attention that causes us to believe that the consolidated non-financial
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.

Paris-La Défense, March 13, 2020

Independant third party

ERNST & YOUNG et Associés

French original signed by:

Éric Duvaud Jean-François Bélorgey

Partner, Sustainable Development Partner

132 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate Social Responsibility
2.7 Opinion of the independent third party

APPENDIX 1: THE MOST IMPORTANT INFORMATION

2
Social Information
Quantitative Information (including key performance indicators) Qualitative Information (actions or results)
Total headcount and gender distribution HR local policies’ results
Global attrition rate (%) Recruitment module deployment
Voluntary attrition rate (%) Actions in favor of inclusion and diversity
Hirings, lay-offs and voluntary leave Talent management policy’s results
Share of women in the Group’s Senior Management team (%)
Number of management succession plans
Number of identified talents
Health and Safety and Environmental Information
Quantitative Information (including key performance indicators) Qualitative Information (actions or results)
LTR: Lost time Rate (frequency of lost time work accidents) Health and Safety action plan deployment
ASR: Accident Severity Rate Work accidents identification and reporting process
TAR: Total Accident Rate CO2 emissions reporting process
% of businesses certified ISO 14001 (excluding CER businesses)
Total CO2 emissions per FTE (resulting from building energy consumption
and business travel)
Scope 1 CO2 emissions
Scope 2 CO2 emissions
Societal Information
Quantitative Information (including key performance indicators) Qualitative Information (actions or results)
Client satisfaction index (%) Governance and local measures to evaluate client satisfaction
Organization of information systems security
Actions related to personal data protection
Compliance program
Purchasing governance
“Flex” purchasing tool deployment
Human rights related actions

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 133

2 Corporate Social Responsibility
2.7 Opinion of the independent third party

134 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 3
3
AFR CORPORATE GOVERNANCE
3.1 Board of Directors 137 3.4 Statements relating to Corporate Officers 172
3.1.1 Composition of the Board of Directors 137
3.1.2 Changes in the composition of the Board 3.5 Other information on governance 174
of Directors 140
3.6 Corporate Officers’ compensation 177
3.1.3 Independence 141
3.1.4  Director biographies 146 3.6.1 Compensation policy for Corporate Officers
in 2020 (ex-ante vote) 177
3.2 Organization and functioning of the Board 3.6.2 Compensation paid or awarded to members
of Directors 158 of the Board of Directors in 2019 (report on
compensation – ex-post vote) 183
3.2.1 Framework for the work of the Board
of Directors 158 3.6.3 Compensation paid or awarded
to the Chairman of the Board of Directors
3.2.2 Internal Regulations of the Board in 2019 (report on compensation – ex-post
of Directors 158 vote) 184
3.2.3 Insider Trading Policy 159 3.6.4 Compensation paid or awarded to the Chief
3.2.4 Charter governing the review Executive Officer in 2019 (report
of agreements entered into in the ordinary on compensation – ex-post vote) 185
course of business and on arm’s length 3.6.5 Say on Pay (ex-post vote) 187
terms 159
3.6.6 Tables summarizing components
3.2.5 Work of the Board of Directors in 2019 160 of compensation of the Corporate Officers
3.2.6 Evaluation of the Board of Directors for 2019 192
and the Board Committees 161
3.2.7 Committees of the Board of Directors 162 3.7 Interests of Corporate Officers and certain
3.2.8 Attendance rate at meetings of the Board employees 198
of Directors and Board Committees 166 3.7.1 Interests of Corporate Officers
3.2.9 Limitations placed on the powers in the Company’s capital 198
of the Chief Executive Officer by the Board 3.7.2 Transactions executed by management
of Directors 167 on Company shares 199
3.3 Group management 168 3.7.3 Performance shares 200
3.7.4 Stock subscription and purchase options 202
3.3.1 Chief Executive Officer 168
3.7.5 Potential impact of shares giving access
3.3.2 Executive Committee 169
to Company capital 204
3.3.3 Executive Committee diversity policy 171
3.3.4 Succession planning 172

Components of the Annual Financial Report are identified in this table of contents with the sign AFR

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 135

3 Corporate governance
Principles of corporate governance and Corporate Governance Code

Principles of corporate governance

and Corporate Governance Code
Pursuant to article L. 225-37-4 of the French Commercial Code and extraordinary components of the total compensation and
(Code de commerce), this report on corporate governance, drawn benefits in-kind awarded or paid to the Directors, the Chairman of
up under the responsibility of the Board of Directors in accordance the Board of Directors and the Chief Executive Officer.
with article L. 225-37 of said Code, contains details of the
In accordance with the above-mentioned article L. 225-37-4,
composition of the Board, the application of the principle of
Bureau Veritas has chosen to refer to the AFEP-MEDEF Corporate
gender balance among its members and the conditions governing
Governance Code of Listed Corporations (the “AFEP-MEDEF
the preparation and organization of the Board’s work in 2019.
Code”). In preparing this report, Bureau Veritas also followed the
The report also includes a list of the directorships and positions recommendations of the French financial markets authority
held by each Corporate Officer, the limitations of powers imposed (Autorité des marchés financiers – AMF).
on the Chief Executive Officer, the Corporate Governance Code to
Each year, particular attention is paid to the activity report issued
which the Company refers, a summary of delegations of authority
by the French High Commission for Corporate Governance (Haut
relating to capital increases, the conditions for participating in
Comité du Gouvernement d’Entreprise – HCGE) and to the AMF’s
Shareholders’ Meetings and the issues likely to have an impact in
annual report on corporate governance and executive
the event of a public offer.
compensation. An analysis of the Company’s practices along with
It specifies the rules and principles adopted by the Board of any proposals for improvement in the form of assessment grids
Directors for determining the compensation and benefits in-kind are presented to the Nomination & Compensation Committee and
awarded to Corporate Officers. It also includes the report on the to the Board of Directors.
proposed resolutions to be submitted to a vote at the
The report was reviewed by the Nomination & Compensation
Shareholders’ Meeting called to approve the 2019 financial
Committee at its meeting of February 25, 2020. It was reviewed in
statements, seeking approval of (i) the policy governing
draft form and approved by the Board of Directors at its meeting
compensation due to Directors, the Chairman of the Board of
of February 26, 2020.
Directors and the Chief Executive Officer and (ii) the principles and
criteria for determining, allocating and awarding the fixed, variable

Departures from the AFEP-MEDEF Code in accordance

with the “Comply or Explain” rule
Since December 16, 2008, the Company has referred to the Pursuant to article L. 225-37 of the French Commercial Code,
AFEP-MEDEF Code, which was last updated in January 2020. each year the Board of Directors reviews its application of the
AFEP-MEDEF Code. This report details the provisions of the Code
The Code can be downloaded on the MEDEF website:
that the Group has not complied with and the reasons for these
www.medef.fr. It can also be obtained at the Company’s
exceptions in the table below.
registered office.
At its meetings held on December 19, 2019 and
February 26, 2020, the Board of Directors noted that the
Company complied with all of the recommendations of the
AFEP-MEDEF Code.

AFEP-MEDEF recommendations not complied with Bureau Veritas practices/explanations

None.

136 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.1 Board of Directors

3.1 Board of Directors

Since February 13, 2012, the roles of Chairman of the Board of Directors and Chief Executive Officer have been separate. This two-tier
governance system ensures that a clear distinction is made between the strategic, decision-making and oversight functions of the Board of
Directors, whose members act as a collective, and the operational and executive functions that are the Chief Executive Officer’s
responsibility.
Aldo Cardoso has served as Chairman of the Board of Directors since March 8, 2017. André François-Poncet has served as Vice-Chairman
of the Board of Directors since January 1, 2018.
In accordance with the law, as Chairman of the Board, Aldo Cardoso organizes and supervises the Board’s work and reports on it at the
Shareholders’ Meeting. He oversees the proper functioning of the Company’s management bodies, ensuring in particular that the Directors

3
are able to fulfill their duties and that decisions taken are duly and properly implemented.
The Vice-Chairman is called upon to replace the Chairman in the event the Chairman is absent, temporarily unavailable or if he has resigned,
died or not been reappointed, in accordance with the provisions set out in the Company’s by-laws (the “by-laws”).

3.1.1 Composition of the Board of Directors

Aldo CARDOSO
Chairman of the
Lucia SINAPI-THOMAS Board of Directors André FRANÇOIS-PONCET
Director INDEPENDENT Vice-Chairman of the Board
INDEPENDENT of Directors

Philippe LAZARE
Jérôme MICHIELS(1)
Director
Director
INDEPENDENT

Pascal LEBARD
Stéphanie BESNIER
Director
Director
INDEPENDENT

Frédéric SANCHEZ(2) Claude EHLINGER

Director Director
INDEPENDENT

Siân HERBERT-JONES Ana GIROS CALPE

Director Ieda GOMES YELL Director
INDEPENDENT Director INDEPENDENT
INDEPENDENT

z Chairman Audit & Risk Committee Nomination & Compensation Committee Strategy Committee

8/12
Directors are independent
i.e., 67% of the Board (3)

5 women
on the Board of Directors,
2 women
on the Audit &
2 women
on the Nomination &
1 woman
on the Strategy
i.e., 42%(4)
Risk Committee Compensation Committee Committee
(1) Director co-opted by the Board of Directors on December 19, 2019 and whose appointment the Shareholders’ Meeting called to approve the financial statements
for the year ended December 31, 2019 will be asked to ratify.
(2) Director appointed at the Shareholders’ Meeting of May 14, 2019.
(3) Significantly above the 33% proportion recommended by the AFEP-MEDEF Corporate Governance Code.
(4) Above the 40% threshold.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 137

3 Corporate governance
3.1 Board of Directors

In accordance with article 14 of the by-laws, the Board of It also seeks to have a balanced profile in terms of Director
Directors must have a minimum of three and a maximum of seniority, which lends the Board a perfect combination of
18 members. dynamism and experience. The diversity of Board profiles is
guaranteed by four-year terms of office. In addition, appointments
At the date this Universal Registration Document was filed, the
and reappointments to the Board are staggered to ensure
Board of Directors had 12 members.
maximum diversity.
The members are appointed at the Ordinary Shareholders’
The Board ensures that in the presence of its controlling
Meeting and their term of office is four years. However, in
shareholder, a majority of its members are independent. In
accordance with the by-laws, the Ordinary Shareholders’ Meeting
accordance with legal requirements, it also continuously strives to
can follow the Board's recommendations and appoint or reappoint
ensure an appropriate gender balance.
one or more Directors for a term of one, two or three years,
thereby ensuring a gradual renewal of the Board members. The Board regularly reviews its composition to ensure it has a
balanced profile within the scope of procedures governing the
The proportion of Board members over 70 years old may not, at
appointment, co-optation and reappointment of Directors, and as
the close of a given Annual Ordinary Shareholders’ Meeting,
part of its annual self-assessment exercise.
exceed one-third of Board members in office.
Following the expiry in 2019 of the term of office of Pierre Hessler,
Information on Board members’ nationality, age, business address,
a Director of the Company since 2002, the Shareholders’ Meeting
offices held within and outside the Company, main functions, start
approved the appointment of Frédéric Sanchez put forward by the
and end dates of terms of office, detailed biographies and a list of
Board of Directors on the recommendation of the Nomination &
positions held by the Directors over the previous five years are
Compensation Committee. On December 19, 2019, the Board
presented below, primarily in the table entitled “Composition of
confirmed that Frédéric Sanchez qualified as an independent
the Board of Directors and the Board Committees”.
Director. In its selection process, the Committee noted that
Frédéric Sanchez had professional experience in the industrial and
services sectors and in digital transformation, that he had broad
Director selection process international exposure, particularly in the Middle East and China,
and that he was familiar with long-term engineering contracts.
In order to promote diversity, the composition of the Board and Acting on the recommendation of the Nomination &
the Board Committees is of particular concern to the Board of Compensation Committee, the Board of Directors decided at its
Directors. The Board bases itself on the work and meeting held on December 19, 2019 to co-opt Jérôme Michiels as
recommendations of the Nomination & Compensation a non-independent Director to replace Stéphane Bacquaert, also a
Committee, which regularly reviews and makes suggestions as non-independent Director, who had tendered his resignation.
needed regarding appropriate changes to be made in the During the selection process, the Committee, having considered
composition of the Board and the Board Committees in line with the profile of the outgoing Director, noted Jérôme Michiels’ sound
the Group’s strategy. When looking for a new member of the knowledge of the Company and its businesses, along with his
Board of Directors, the Committee puts forward candidates with extensive expertise in strategic matters and in mergers and
proven and pertinent skills, knowledge and expertise. acquisitions.
Having Directors from diverse backgrounds enables the Board to
remain dynamic, creative and effective. Diversity also enhances
the quality of the Board’s deliberations and decisions. Diversity Representation of employees and employee
practices are based on a policy put in place by the Group to ensure
balanced representation within its governing bodies, particularly in shareholders on the Board of Directors
terms of independence, gender, age and Board seniority, but also
in terms of culture, expertise and nationality. The Company has not appointed an employee Director insofar as
it is exempt from this obligation as the subsidiary of a company
The Board ensures that Directors together have a wide range of required to appoint an employee Director, within the meaning of
skills commensurate with its long-term strategic and article L. 225-27-1 of the French Commercial Code.
development goals, and that Directors’ expertise covers the
strategy, finance, operations, digital, IT, services, transport, energy, Pursuant to article L. 225-23 of the French Commercial Code,
governance, international, taxation, M&A, and corporate social listed companies in which over 3% of capital is held by employees
responsibility fields. The Board endeavors to ensure that Directors are required to appoint one or more employee representatives to
have complementary expertise. the Board of Directors. At December 31, 2019, employees held
just 0.63% of the Company’s capital.

138 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.1 Board of Directors

Director induction and training

Bureau Veritas strives to ensure that its Directors have a sound Committee member in charge of that business. In 2019, two
knowledge of the Group’s businesses, its strategy, and the sessions were held on the Group’s strategy, including a one-day
challenges it faces. “offsite” seminar involving members of the Executive Committee
and the management team. Directors may also liaise with
All new Directors attend induction days, taking the form of
members of the management team during Board and Board
meetings with members of the Executive Committee and other
Committee meetings.
key people in the organization. Induction days also include site
visits. No additional or specific training needs were expressed during the
Board’s self-assessment exercise.
At each Board of Directors’ meeting, Directors are given a
presentation of one of the Group’s businesses by the Executive

3
The results of applying this policy to the Company’s 12 Directors at December 31, 2019 are as follows:

Expertise Seniority Diversity

STRATEGY 12
4 5
INTERNATIONAL EXPERIENCE 12
≥6 years Women
FINANCE/ACCOUNTING z 11

INDUSTRIAL EXPERIENCE zzzzzzzz 4 4

DIGITAL KNOWLEDGE zzzzzzz 5
3 to 5 years
7
4
Men
M&A EXPERTISE zzzzz 7

zzzzzzzz 4 ≤2 years

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 139

3 Corporate governance
3.1 Board of Directors

3.1.2 Changes in the composition of the Board of Directors

Changes in the composition of the Board of Directors in 2019 Jérôme Michiels will bring to the Board his sound knowledge of the
include (i) Frédéric Sanchez taking up office as an independent Company and its businesses, along with his extensive expertise in
Director following his appointment during the Shareholders’ strategic matters and in mergers and acquisitions.
Meeting of May 14, 2019 for a four-year term expiring at the close
Jérôme Michiels followed a full induction program.
of the Shareholders’ Meeting to be held to approve the 2022
financial statements, to replace Pierre Hessler, whose term of At December 31, 2019, the Company’s Board of Directors
office was due to expire; and (ii) Jérôme Michiels’ co-optation as comprised 12 members: Aldo Cardoso (Chairman),
Director on December 19, 2019, based on a recommendation of André François-Poncet (Vice-Chairman), Stéphanie Besnier,
the Nomination & Compensation Committee, to replace Stéphane Claude Ehlinger, Jérôme Michiels, Ana Giros Calpe,
Bacquaert who tendered his resignation to the Board on the same Ieda Gomes Yell, Siân Herbert-Jones, Pascal Lebard,
day, for Stéphane Bacquaert’s remaining term of office, i.e., until Lucia Sinapi-Thomas, Philippe Lazare and Frédéric Sanchez.
the close of the Shareholders’ Meeting to be held to approve the
2020 financial statements. At December 31, 2019, 67% of the members of the Company’s
Board of Directors were independent and 42% were women,
The forthcoming Annual Shareholders’ Meeting will be asked to exceeding the requisite 40% threshold set out in
ratify this appointment pursuant to article L. 225-24 of the French article L. 225-18-1 of the French Commercial Code. As of
Commercial Code. January 1, 2020, these percentages have not changed.

Changes in the composition of the Board of Directors and the Board Committees in 2019
(Annex 3 of the AFEP-MEDEF Code)
AS OF THE DATE THIS UNIVERSAL REGISTRATION DOCUMENT WAS FILED

Renewal of term
Appointment/co-optation of office Departure
Board of Directors Frédéric Sanchez Pierre Hessler
appointed to replace Pierre Hessler (term expired at Shareholders’ Meeting
(Shareholders’ Meeting of May 14, 2019) of May 14, 2019)
Jérôme Michiels Stéphane Bacquaert
appointed to replace Stéphane Bacquaert (Board of Directors’ meeting of December 19,
(Board of Directors’ meeting of December 19, 2019)
2019)
Audit & Risk Committee Philippe Lazare Lucia Sinapi-Thomas
(Board of Directors’ meeting of May 14, 2019) (Board of Directors’ meeting of May 14, 2019)
Jérôme Michiels Stéphanie Besnier
(Board of Directors’ meeting of December 19, (Board of Directors’ meeting of May 14, 2019)
2019)
Nomination & Lucia Sinapi-Thomas Pierre Hessler
Compensation (Board of Directors’ meeting of May 14, 2019) (term expired at Shareholders’ Meeting of
Committee May 14, 2019)
Strategy Committee Claude Ehlinger (February 25, 2019)
Stéphane Bacquaert Pierre Hessler
(Board of Directors’ meeting of May 14, 2019) (term expired at Shareholders’ Meeting of
May 14, 2019)
Ieda Gomes Yell
(Board of Directors’ meeting of May 14, 2019)
Stéphanie Besnier Stéphane Bacquaert
(Board of Directors’ meeting of December 19, (Board of Directors’ meeting of December 19,
2019) 2019)

140 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.1 Board of Directors

3.1.3 Independence
Each year, the Nomination & Compensation Committee and the In this context, in order to determine the non-material and
Board of Directors conduct an in-depth assessment of Director non-conflicting nature of the business relationships between the
independence based on criteria set down in the AFEP-MEDEF Group and the companies in which the Directors occupy various
Code. functions, the Board – acting on a recommendation of the
Nomination & Compensation Committee – adopted criteria based on:
At its meeting of December 19, 2019, and based on the
recommendation of the Nomination & Compensation Committee ● the legal entities signing contracts;
meeting held on December 16, 2019, the Board of Directors
● the nature of the business relationship (customer/supplier) and
reviewed the situation of each of its members.
its frequency;
The Board considered the independence of its members with regard
● the importance or “intensity” of the relationship with regard to
to (i) the definition set out in the AFEP-MEDEF Code, specifically “a
(i) revenue generated in 2019 between Group companies and
Director is independent if he or she has no relationship of any kind
the companies in which the Director also holds office, and

3
whatsoever with the Company, its Group or its management that may
interfere with his or her freedom of judgment” and (ii) the criteria to (ii) the absence of economic dependency or exclusivity between
the parties.
be reviewed by the Committee and the Board in order for a Director
to qualify as independent and to prevent risks of conflicts of interest Pursuant to these criteria, on December 16, 2019 the Nomination &
between the Director and the Company, its Group or its Compensation Committee analyzed the situation of each of the
management, as summarized in the table below, which are also aforementioned Directors, considering whether or not business,
taken up in the Board of Directors’ Internal Regulations. customer or supplier relations existed between the Group and the
companies in which they hold corporate office and, for cases in which
The Board considered the independence of eight Directors:
such relations existed, the nature and significance of those relations.
Ieda Gomes Yell, Siân Herbert-Jones, Lucia Sinapi-Thomas, The Nomination & Compensation Committee concluded that the
Ana Giros Calpe, Aldo Cardoso, Pascal Lebard, Philippe Lazare and revenue generated with all these companies represented less than
Frédéric Sanchez, in light of the links between the Company and the 0.1% of the Group’s consolidated revenue and was not material
companies in which the listed Directors hold office. relative to either of the two parties, and that no relationship of
economic dependency existed between the two parties.
Independence assessment of Ieda Gomes Yell, The Board concluded, based on the report of the Nomination &
Siân Herbert-Jones, Lucia Sinapi-Thomas, Compensation Committee, that the business relationships with
Ana Giros Calpe, Aldo Cardoso, Pascal Lebard, Bureau Veritas were not likely to call the aforementioned
Philippe Lazare and Frédéric Sanchez in light Directors’ classification as independent Directors into question.
of the business relationship criterion At the Board of Directors’ meeting of December 19, 2019, eight
of the 12 Directors were classified as independent:
The Board assessed the situation of Ieda Gomes Yell,
Ieda Gomes Yell, Siân Herbert-Jones, Lucia Sinapi-Thomas,
Siân Herbert-Jones, Lucia Sinapi-Thomas, Ana Giros Calpe,
Ana Giros Calpe, Aldo Cardoso, Pascal Lebard, Philippe Lazare
Aldo Cardoso, Pascal Lebard, Philippe Lazare and Frédéric Sanchez
and Frédéric Sanchez.
in light of the business relationship criterion. This criterion
specifies that in order to qualify as independent, a Director must
not be “a customer, supplier, investment banker, commercial banker
or advisor of the Company or its Group, or that has a significant part
of its business with the Company or its Group”.
To determine the material or non-material nature of any business
relationship existing with the Company or Group, the Board
performs a quantitative and qualitative review of the situation of
each independent Director concerned.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 141

3 Corporate governance
3.1 Board of Directors

The table below summarizes the situation of each Director with regard to the independence criteria.

Situation of Directors with regard to the independence criteria set out in the AFEP-MEDEF Code(1)
(Annex 3 of the AFEP-MEDEF Code)

André
First name, last name Aldo Cardoso François-Poncet Jérôme Michiels(a) Stéphanie Besnier Claude Ehlinger
Position held in the Chairman of the Vice-Chairman of the Director Director Director
Company Board of Directors Board of Directors
First appointment June 3, 2009 January 1, 2018 December 19, 2019 October 18, 2016 October 18, 2016
End of term of office AOSM(c) 2022 AOSM(c) 2021 AOSM(c) 2021 AOSM(c) 2020 AOSM(c) 2020
Total time in office 10 years 2 years < 1 year 3 years 3 years
AFEP-MEDEF independence criteria
1. Employee, Corporate √ Chairman of the Chief Financial Managing Director Senior Advisor
Officer within the past Executive Board Officer of Wendel of Wendel of Wendel
5 years(d) of Wendel
2. Cross-directorships(e) √ √ √ √ √
3. Significant business √ √ √ √ √
relationships(f)
4. Family ties(g) √ √ √ √ √
5. Statutory Auditor(h) √ √ √ √ √
6. Period of office √ √ √ √ √
exceeding 12 years(i)
7. Status of √ √ √ √ √
non-executive officer(j)
8. Status of the major N/A X X X X
shareholder(k)
(a) Jérôme Michiels was co-opted as a Director of the Company by the Board of Directors on December 19, 2019, replacing Stéphane Bacquaert.
(b) Frédéric Sanchez was appointed as a Director at the Shareholders’ Meeting of May 14, 2019.
(c) Annual Ordinary Shareholders’ Meeting.
(d) Not to be and not to have been within the previous five years:
• an employee or Executive Officer of the Company;
• an employee, Executive Officer or Director of a company consolidated by the Company;
• an employee, Executive Officer or Director of the Company’s parent company or of a company consolidated by the parent company.
(e) Not to be an Executive Officer of an entity in which the Company holds a directorship, directly or indirectly, or in which an employee appointed as such or an
Executive Officer of the Company (currently in office or having held such office in the previous five years) holds a directorship.
(f) Not to be a customer, supplier, commercial banker, investment banker or consultant:
• that is significant for the Company or its Group; or
• for which the Company or its Group represents a significant portion of its activity.
(g) Not to be related by close family ties to a Corporate Officer of the Company or its Group.
(h) Not to have been a Statutory Auditor of the Company, or of a Group company within the previous five years.
(i) Not to have been a Director of the Company for more than 12 years.
(j) Not to receive or have received variable compensation in cash or securities or any other compensation linked to the performance of the Company or the Group.
(k) Directors representing major shareholders of the Company or its parent company may be considered independent provided these shareholders do not take part in
the control of the Company.

Independent Directors are identified in red.

(1) At the date this Universal Registration Document was filed.

142 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.1 Board of Directors

 
 

Siân Lucia Frédéric

Ana Giros Calpe Ieda Gomes Yell Herbert-Jones Pascal Lebard Sinapi-Thomas Philippe Lazare Sanchez(b)
Independent Independent Independent Independent Independent Independent Independent
Director Director Director Director Director Director Director
May 16, 2017 May 22, 2013 May 17, 2016 December 13, 2013 May 22, 2013 October 3, 2018 May 14, 2019
AOSM(c) 2021 AOSM(c) 2021 AOSM(c) 2020 AOSM(c) 2022 AOSM(c) 2021 AOSM(c) 2022 AOSM(c) 2023

3
2.5 years 6 years 3 years 6 years 6 years 1.5 years < 1 year
         
  √ √ √ √ √ √ √
 
 
  √ √ √ √ √ √ √
  √ √ √ √ √ √ √
 
  √ √ √ √ √ √ √
  √ √ √ √ √ √ √
  √ √ √ √ √ √ √
 
  √ √ √ √ √ √ √
 
  N/A N/A N/A N/A N/A N/A N/A
 

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 143

3 Corporate governance
3.1 Board of Directors

Composition of the Board of Directors and its Committees(1)

 
Current office
Name Nationality Age within the Company Main functions Number of shares
Aldo Cardoso(a) French 63 Chairman of the Director of companies 12,351
Board of Directors
André François-Poncet French 60 Vice-Chairman of the Chairman of 1,235
Board of Directors the Executive Board
of Wendel
Stéphanie Besnier French 42 Member of the Board Managing Director 1,224
of Directors of Wendel
Claude Ehlinger Luxembourgish 57 Member of the Board Senior Advisor 1,230
of Directors of Wendel
Jérôme Michiels French 45 Member of the Board Chief Financial Officer 1,200
of Directors of Wendel
Ana Giros Calpe(a) Spanish 45 Member of the Board Senior Executive VP 1,200
of Directors Group –
APAC/AMECA
Regions & Industrial
Key Accounts and
Executive Committee
member at Suez
Ieda Gomes Yell(a) British and Brazilian 63 Member of the Board Researcher 1,230
of Directors and Director
of companies
Siân Herbert-Jones(a) British 59 Member of the Board Director of companies 1,224
of Directors
Pascal Lebard(a) French 57 Member of the Board Chairman and Chief 1,200
of Directors Executive Officer
of Sequana
Lucia Sinapi-Thomas(a) French 55 Member of the Board Executive Director, 2,040
of Directors Capgemini’s Business
Platforms
Philippe Lazare(a) French 63 Member of the Board Director of companies 2,058
of Directors
Frédéric Sanchez(a) French 59 Member of the Board Chairman of Fives 1,200
of Directors
Stéphane Bacquaert French 48 Member of the Board
of Directors until
December 19, 2019
Pierre Hessler(a) French 76 Member of the Board
of Directors until
May 14, 2019
(a) Independent Director.
(b) Annual Ordinary Shareholders' Meeting.

(1) At the date this Universal Registration Document was filed.

144 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.1 Board of Directors

Nomination &
Audit & Risk Compensation
Start of term of office End of term of office Committee Committee Strategy Committee
Board Advisor: June 2005 AOSM(b) 2022 Chairman Member Member
Director: June 3, 2009
Chairman of the Board: March 8, 2017
Co-opted as Director and appointed as AOSM(b) 2021 Chairman
Vice-Chairman: January 1, 2018
 
Director: October 18, 2016 AOSM(b) 2020 Member
 

3
Director: October 18, 2016 AOSM(b) 2020 Member
 
Co-opted as Director: December 19, 2019 AOSM(b) 2021 Member
Director: May 16, 2017 AOSM(b) 2021 Member
 
 
 
 
 
 
Director: May 22, 2013 AOSM(b) 2021 Member
 
 
Director: May 17, 2016 AOSM(b) 2020 Member
 
Co-opted as Director: December 13, 2013 AOSM(b) 2022 Chairman Member
 
 
Director: May 22, 2013 AOSM(b) 2021 Member
 
 
Co-opted as Director: October 3, 2018 AOSM(b) 2022 Member
  
Director: May 14, 2019 AOSM(b) 2023
 
 
 
 
 
 
 

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 145

3 Corporate governance
3.1 Board of Directors

3.1.4  Director biographies

Expertise and experience in corporate management of the members of the Board of Directors
and positions held over the last five years
(Annex 3 of the AFEP-MEDEF Code)

Positions held by the Directors

Aldo Cardoso(a)
Chairman of the Board of Directors, independent Director
Committee membership:
● Chairman of the Audit & Risk Committee
● Member of the Nomination & Compensation Committee

● Member of the Strategy Committee

63 years old
Nationality: French
Main business address
Bureau Veritas, Immeuble Newtime, 40/52 boulevard du Parc, 92200 Neuilly-sur-Seine – France
First appointment:
Shareholders’ Meeting of June 3, 2009
End of term of office: 2022 Ordinary Shareholders’ Meeting
Number of shares held in the Company: 12,351

Biography Aldo Cardoso, Board Advisor (censeur) of the Company since June 2005, was appointed Director and Chairman
of the Audit & Risk Committee on June 3, 2009 when the Company’s governance and management structure
changed. He has been Chairman of the Board of Directors since March 8, 2017. From 1979 to 2003, he held
various positions at Arthur Andersen: Consultant Partner (1989), Country Managing Partner for France (1994),
member of the Board of Directors of Andersen Worldwide (1998), Non-Executive Chairman of the Board of
Directors of Andersen Worldwide (2000) and Chief Executive Officer of Andersen Worldwide (2002-2003).
Aldo Cardoso is a graduate of the École supérieure de commerce de Paris, has a Master’s degree in Business Law
and is a certified public accountant in France.

Main activity Director of companies

carried on outside
the Company

Other current Director: Imerys(b), Worldline(b), DWS(b) (Frankfurt) and Ontex(b) (Belgium).
positions

Positions no longer Director: Axa Investment Manager and ENGIE(b).

held (but held in
the last five years)

Multiple 5 offices as Director.

directorships(c)
(a) As of December 31, 2019.
(b) Listed company.
(c) Recommendation no. 18 of the AFEP-MEDEF Code: number of offices held as Executive and Non-Executive Corporate Officers, including as a Director of Bureau Veritas SA.

146 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.1 Board of Directors

André François-Poncet(a)
Vice-Chairman of the Board of Directors
Committee membership:
● Chairman of the Strategy Committee

60 years old
Nationality: French
Main business address
Wendel, 89 rue Taitbout, 75009 Paris – France
First appointment:

3
Board of Directors’ meeting of December 15, 2017 (effective as of January 1, 2018)
End of term of office: 2021 Ordinary Shareholders’ Meeting
Number of shares held in the Company: 1,235

Biography André François-Poncet graduated from the École des Hautes Études Commerciales (HEC) and holds an MBA
from Harvard Business School. He began his career in 1984 at Morgan Stanley in New York, before moving to
London and then Paris, where he was in charge of setting up Morgan Stanley’s French office. After 16 years at
Morgan Stanley, he joined BC Partners (Paris and London) in 2000, as Managing Partner until December 2014
and then as Senior Advisor until December 2015. He was a partner at the French asset management firm CIAM
in Paris from 2016 to 2017. He became Chairman of the Executive Board of Wendel in January 2018.

Main activity Chairman of the Executive Board of Wendel(b)

carried on outside
the Company

Other current Chairman of the Executive Board: Wendel SE(b).

positions
Director: Axa(b).
Chairman and Director: Harvard Business School Club of France.
Member of the bureau: Club des Trente.
Member of the European Advisory Board: Harvard Business School.
Positions held in subsidiaries of the Wendel group
Chairman and Director: Trief Corporation SA.
Director: Winvest Conseil SA.

Positions no longer Chairman and Chief Executive Officer: LMBO Europe SAS.

held (but held in
the last five years)

Multiple 2 offices as Director and 1 as Executive Corporate Officer.

directorships(c)
(a) As of December 31, 2019.
(b) Listed company.
(c) Recommendation no. 18 of the AFEP-MEDEF Code: number of offices held as Executive and Non-Executive Corporate Officers, including as a Director of Bureau Veritas SA.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 147

3 Corporate governance
3.1 Board of Directors

Stéphanie Besnier(a)
Member of the Board of Directors
Committee membership:
● Member of the Strategy Committee

42 years old
Nationality: French
Main business address
Wendel, 89 rue Taitbout, 75009 Paris – France
First appointment:
Shareholders’ Meeting of October 18, 2016
End of term of office: 2020 Ordinary Shareholders’ Meeting
Number of shares held in the Company: 1,224

Biography Stéphanie Besnier was appointed as a Director of the Company on October 18, 2016. Having worked at Wendel
since 2007, Stéphanie Besnier began her career as a Deputy Officer in the Treasury department (international
desk) of the French Ministry of Finance in 2003. Later, she worked for the agency managing the French State’s
equity holdings, where she was responsible for railway and shipping companies. Stéphanie Besnier graduated
from France’s École Polytechnique, Corps des Ponts et Chaussées, as well as the École d’Économie de Paris.

Main activity Managing Director of Wendel

carried on outside
the Company

Other current None.

positions

Positions no longer Director: IHS.

held (but held in
the last five years)

Multiple 1 office as Director.

directorships(b)
(a) As of December 31, 2019.
(b) Recommendation no. 18 of the AFEP-MEDEF Code: number of offices held as Executive and Non-Executive Corporate Officers, including as a Director of Bureau Veritas SA.

148 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.1 Board of Directors

Claude Ehlinger(a)
Member of the Board of Directors
Committee membership:
● Member of the Nomination & Compensation Committee

57 years old
Nationality: Luxembourgish
Main business address
Wendel, 63 Brook Street, London, W1K 4HS – United Kingdom
First appointment:

3
Shareholders’ Meeting of October 18, 2016
End of term of office: 2020 Ordinary Shareholders’ Meeting
Number of shares held in the Company: 1,230

Biography Claude Ehlinger was appointed as a Director of the Company on October 18, 2016. He joined Wendel on
October 1, 2016 as Chief Executive Officer of Oranje-Nassau, Managing Director and member of the Investment
Committee. He has been Senior Advisor since 2019. He previously served as Deputy Chief Executive Officer of
Louis Dreyfus company, which he joined in July 2007 as Group Chief Financial Officer. From June 2014 to
October 2015, he was acting Chief Executive Officer of Louis Dreyfus company. Claude Ehlinger began his career
at the Thomson group in 1985, before joining Finacor as Managing Director in 1987. From 1999 to 2003, he
served as Chief Financial Officer at CCMX, and later Regional Financial Controller at Capgemini. He joined
Eutelsat as Group Chief Financial Officer in June 2004, a position he held until July 2007. Claude Ehlinger is a
graduate of the École des Hautes Études Commerciales (HEC).

Main activity Senior Advisor of Wendel

carried on outside
the Company

Other current Positions held in subsidiaries of the Wendel group

positions
Director: Trief Corporation SA and Winvest Conseil SA.
Chairman and Director: Stahl Lux 2 SA, Stahl Group SA and Stahl Parent BV.
Permanent representative of Oranje-Nassau Groep BV within Winvest International SA SICAR.

Positions no longer Director: Expansion 17 SA Sicar and Global Performance 17 SA SICAR.
held (but held in
the last five years) Positions held in subsidiaries of the Wendel group
Permanent representative of Oranje-Nassau Groep BV within Oranje-Nassau Développement SA SICAR.

Multiple 1 office as Director.

directorships(b)
(a) As of December 31, 2019.
(b) Recommendation no. 18 of the AFEP-MEDEF Code: number of offices held as Executive and Non-Executive Corporate Officers, including as a Director of Bureau Veritas SA.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 149

3 Corporate governance
3.1 Board of Directors

Jérôme Michiels(a)
Member of the Board of Directors, independent Director
Committee membership:
● Member of the Audit & Risk Committee

45 years old
Nationality: French
Main business address
Wendel, 89 rue Taitbout, 75009 Paris – France
First appointment:
Board of Directors’ meeting of December 19, 2019
End of term of office: 2021 Ordinary Shareholders’ Meeting
Number of shares held in the Company: 1,200

Biography Jérôme Michiels was appointed Chief Financial Officer of the Wendel group on October 1, 2015. He is also
Director of Operational Resources, a member of Wendel’s Management Committee, and a voting member of its
Investment Committee. He joined Wendel at the end of 2006 as Investment Director, and was promoted to
Director in January 2010. He was appointed Managing Director on January 1, 2012 and joined the Investment
Committee. From 2002 to 2006, he was a Chargé d’affaires with the investment fund BC Partners. Prior to that,
he worked as a consultant for Boston Consulting Group from 1999 to 2002, carrying out strategy projects
across Europe, particularly in the fields of distribution, transportation, telecommunications and financial services.
He is a graduate of the École des Hautes Études Commerciales (HEC).

Main activity Chief Financial Officer of Wendel

carried on outside
the Company

Other current Positions held in subsidiaries of the Wendel group

positions
Director: Stahl Group SA, Stahl Lux 2 SA, Oranje-Nassau Parcours SA and Trief Corporation SA.
Member of the Audit Committee and Management Board: Stahl Parent BV.
Chairman: Coba SAS.
Legal Manager: Oranje-Nassau GP SARL.
Chairman and Director: Wendel Lab SA and Irregen SA.

Positions no longer Chairman and Director: Grauggen SA, Hourggen SA, Jeurggen SA and Froeggen SA.
held (but held in
the last five years)

Multiple 1 office as Director.

directorships(b)
(a) As of December 31, 2019.
(b) Recommendation no. 18 of the AFEP-MEDEF Code: number of offices held as Executive and Non-Executive Corporate Officers, including as a Director of Bureau Veritas SA.

150 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.1 Board of Directors

Ana Giros Calpe(a)
Member of the Board of Directors, independent Director
Committee membership:
● Member of the Nomination & Compensation Committee

45 years old
Nationality: Spanish
Main business address
SUEZ Group, Tour CB21, 16 place de l’Iris, 92040 Paris La Défense – France
First appointment:

3
Shareholders’ Meeting of May 16, 2017
End of term of office: 2021 Ordinary Shareholders’ Meeting
Number of shares held in the Company: 1,200

Biography Ana Giros Calpe has been a member of the Board of Directors since May 16, 2017. She serves as Senior
Executive VP Group – APAC/AMECA Regions & Industrial Key Accounts at SUEZ Group and is an Executive
Committee member. Ana Giros Calpe is a graduate of the UPC engineering school in Barcelona and of INSEAD
business school in France. She has held various positions at Alstom Transport, including Managing Director of its
Transport France division.

Main activity Senior Executive VP Group – APAC/AMECA Regions & Industrial Key Accounts at SUEZ
carried on outside
the Company

Other current Deputy Managing Director: SUEZ International.

positions
Chairman: Safège.

Positions no longer Director: SUEZ Treatment Solutions Spain.

held (but held in
the last five years) Permanent member of the Board: IAM (Inversiones Aguas Metropolitanas) (Chile)(b).

Multiple 1 office as Director.

directorships(c)
(a) As of December 31, 2019.
(b) Listed company.
(c) Recommendation no. 18 of the AFEP-MEDEF Code: number of offices held as Executive and Non-Executive Corporate Officers, including as a Director of Bureau Veritas SA.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 151

3 Corporate governance
3.1 Board of Directors

Ieda Gomes Yell(a)

Member of the Board of Directors, independent Director
Committee membership:
● Member of the Audit & Risk Committee

63 years old
Nationality: British and Brazilian
Main business address
Bureau Veritas, Immeuble Newtime, 40/52 boulevard du Parc, 92200 Neuilly-sur-Seine – France
First appointment:
Shareholders’ Meeting of May 22, 2013
End of term of office: 2021 Ordinary Shareholders’ Meeting
Number of shares held in the Company: 1,230

Biography Ieda Gomes Yell was appointed as a Director of the Company on May 22, 2013. She has held a variety of
executive positions at BP, including Vice-President of New Ventures at BP Integrated Supply and Trading
(2004-2011), President of BP Brazil (2000-2002), Vice-President of Regulatory Affairs (1999-2000),
Vice-President of Market Development at BP Solar (2002-2004) and Vice-President of Pan American Energy
(1998-1999). Prior to BP, she was CEO of Brazil’s largest gas distribution company, Comgás (1995-1998). She
has also held several executive-level positions in industry trade associations (the Brazilian Association of
Infrastructure, the International Gas Union, the US Civil Engineering Foundation and the Brazilian Association of
Gas Distribution Companies). Ieda Gomes Yell is Director of the department of Infrastructure – DEINFRA
(Advisory Board) of FIESP (Sao Paulo Industry Federation), member of the Advisory Board of Companhia de Gás
de S. Paulo (Comgás), a Visiting Research Fellow at the Oxford Institute for Energy Studies, and a Special
Consultant at Fundação Getulio Vargas Energia. She has a BSc in Chemical Engineering from the Federal
University of Bahia (1977), and an MSc in Energy from the University of São Paulo (1996) and in Environmental
Engineering from the École polytechnique fédérale de Lausanne (1978). She is also a Council Member of Women
In Leadership in Latin America (WILL).

Main activity carried on Researcher and Director of companies

outside the Company

Other current positions Director: Saint-Gobain(b), InterEnergy Holdings, Exterran Corporation(b) and Prumo Logistica.
Councilor: Brazilian Chamber of Commerce in Great Britain.

Positions no longer Managing Director: Energix Strategy Ltd.

held (but held in the
last five years) Independent Chair: British Taekwondo Ltd.

Multiple directorships(c) 3 offices as Director.

(a) As of December 31, 2019.
(b) Listed company.
(c) Recommendation no. 18 of the AFEP-MEDEF Code: number of offices held as Executive and Non-Executive Corporate Officers, including as a Director of Bureau Veritas SA.

152 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.1 Board of Directors

Siân Herbert-Jones(a)
Member of the Board of Directors, independent Director
Committee membership:
● Member of the Audit & Risk Committee

59 years old
Nationality: British
Main business address
Bureau Veritas, Immeuble Newtime, 40/52 boulevard du Parc, 92200 Neuilly-sur-Seine – France
First appointment:

3
Shareholders’ Meeting of May 17, 2016
End of term of office: 2020 Ordinary Shareholders’ Meeting
Number of shares held in the Company: 1,224

Biography Siân Herbert-Jones was appointed as a Director of the Company on May 17, 2016. She began her career at
PricewaterhouseCoopers’ London office, where she served as Corporate Finance Director from 1983 to 1993. In
1993, she joined the firm’s Paris office as a Director in the Merger & Acquisitions department. In 1995, she joined
the Sodexo group, where she headed up international development between 1995 and 1998, Group Treasury
from 1998 to 2000, and was appointed Deputy Chief Financial Officer in 2000. She served as Chief Financial
Officer of the Sodexo group from 2001 to March 2016. Siân Herbert-Jones holds an MA in History from Oxford
University and is a Chartered Accountant in the United Kingdom.

Main activity Director of companies

carried on outside
the Company

Other current Director: Air Liquide SA(b) (Chairman of the Audit and Accounts Committee), Capgemini SE(b) (since May 2016)
positions and Compagnie Financière Aurore International (Sodexo group subsidiary) (since February 2016).

Positions no longer Chief Financial Officer and member of the Executive Committee: Sodexo group.
held (but held in
the last five years) Chairman: Etin SAS, Sodexo Etinbis SAS and Sofinsod SAS.
Director: Sodexho Awards Co, Sodexo Japan Kabushiki Kaisha Ltd., Sodexho Mexico SA de CV, Sodexho Mexico
Servicios de Personal SA de CV, Sodexo Remote Sites the Netherlands BV, Sodexo Remote Sites Europe Ltd.,
Universal Sodexho Eurasia Ltd., Sodexo, Inc., Sodexo Management, Inc., Sodexo Remote Sites USA, Inc., Sodexo
Services Enterprises LLC, Universal Sodexho Services de Venezuela SA, Universal Sodexho Empresa de Servicios
y Campamentos SA, Sodexo Global Services UK Ltd., Sodexo Remote Sites Support Services Ltd., Universal
Sodexho Kazakhstan Ltd., Universal Sodexo Euroasia Ltd., Sodexo Motivation Solution Mexico SA de CV and
Sodexo Motivation Solutions UK Ltd.
Member of the Executive Board: Sodexo en France SAS, Sodexo Entreprises SAS, Sodexo Pass International SAS
and One SAS.
Permanent representative of Sofinsod SAS on the Supervisory Board: One SCA.

Multiple 3 offices as Director.

directorships(c)
(a) As of December 31, 2019.
(b) Listed company.
(c) Recommendation no. 18 of the AFEP-MEDEF Code: number of offices held as Executive and Non-Executive Corporate Officers, including as a Director of Bureau Veritas SA.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 153

3 Corporate governance
3.1 Board of Directors

Pascal Lebard(a)
Member of the Board of Directors, independent Director
Committee membership:
● Chairman of the Nomination & Compensation Committee
● Member of the Strategy Committee

57 years old
Nationality: French
Main business address
Sequana, 8 rue de Seine, 92517 Boulogne-Billancourt Cedex – France
First appointment:
Board of Directors’ meeting of December 13, 2013
End of term of office: 2022 Ordinary Shareholders’ Meeting
Number of shares held in the Company: 1,200

Biography Pascal Lebard was co-opted as a Director of the Company by the Board of Directors on December 13, 2013. He
began his career as Business Manager at Crédit Commercial de France (1986-1989), before joining 3i SA as
Managing Partner (1989-1991). In 1991, he became Director of Ifint, now Exor group (the Agnelli group). In
2003, he joined Worms & Cie (which became Sequana in 2005) as a member of the Supervisory Board
(2003-2004) and as a member and then Chairman of the Executive Board (2004-2005). He became Deputy
Managing Director of Sequana in 2005, followed by Chief Executive Officer in 2007. He was appointed Chairman
and Chief Executive Officer in June 2013. Pascal Lebard is a graduate of EDHEC business school.

Main activity Chairman and Chief Executive Officer of Sequana(b)

carried on outside
the Company

Other current Chairman and Chief Executive Officer: Sequana(b).

positions
Director: Lisi SA(b).
Positions held in subsidiaries of the Sequana group
Chairman: Arjowiggins SAS, Arjobex SAS and Arjobex Holding SAS.
Chairman of the Board of Directors: Antalis.
Director: AW HKK1 Ltd. (Hong Kong).

Positions no longer Chairman: Boccafin SAS, Arjowiggins Security SAS, Antalis Asia Pacific Ltd. (Singapore) and Antalis
held (but held in International SAS.
the last five years)
Director: CEPI (Belgium), Confederation of European Paper Industries, Club Méditerranée SA and Taminco Corp.
(USA).
Member of the Supervisory Board: Eurazeo PME SA.
Chairman: DLMD SAS and Pascal Lebard Invest SAS.
Permanent representative of Oaktree Luxembourg Flandre Anchor Sarl (Lux), Director.
Chairman of the Audit Committee and member of the Nomination & Compensation Committee:
Novartex SAS/Vivarte.

Multiple 2 offices as Director and 1 as Chairman and Chief Executive Officer.
directorships(c)
(a) As of December 31, 2019.
(b) Listed company.
(c) Recommendation no. 18 of the AFEP-MEDEF Code: number of offices held as Executive and Non-Executive Corporate Officers, including as a Director of Bureau Veritas SA.

154 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.1 Board of Directors

Lucia Sinapi-Thomas(a)
Member of the Board of Directors, independent Director
Committee membership:
● Member of the Nomination & Compensation Committee

55 years old
Nationality: French
Main business address
Capgemini, 76 avenue Kléber, 75116 Paris – France
First appointment:

3
Shareholders’ Meeting of May 22, 2013
End of term of office: 2021 Ordinary Shareholders’ Meeting
Number of shares held in the Company: 2,040

Biography Lucia Sinapi-Thomas was appointed as a Director of the Company on May 22, 2013. She graduated from ESSEC
business school (1986) and Paris II – Panthéon Assas University (LLM, 1988), was admitted to the Paris bar
(1989), and is a certified financial analyst (SFAF 1997). She started her career as a tax and business lawyer in
1986, before joining Capgemini in 1992. She has more than 20 years of experience within Capgemini group,
successively as Group Tax Advisor (1992), Head of Corporate Finance, Treasury and Investor Relations (1999),
with her remit extended to include Risk Management and Insurance in 2005, and member of the Group
Engagement Board. Lucia Sinapi-Thomas was Deputy Chief Financial Officer from 2013 until
December 31, 2015. She took over as Executive Director Business Platforms at Capgemini group in
January 2016, and has been Executive Director of Capgemini Ventures since January 1, 2019.

Main activity Executive Director Business Platforms at Capgemini

carried on outside
the Company

Other current Director: Capgemini SE(b) and Dassault Aviation(b).

positions
Positions held in subsidiaries of the Capgemini group
Executive Director, Capgemini Ventures (since June 24, 2019).
Director: Sogeti Sverige AB (Sweden).
Chairman of the Supervisory Board: FCPE Capgemini.
Member of the Supervisory Board: FCPE ESOP Capgemini.

Positions no longer Executive Director Business Platforms, Capgemini.

held (but held in the
last five years) Deputy Chief Financial Officer, Capgemini SE(b).
Chairman: Prosodie SAS, Capgemini Employees and Worldwide SAS.
Chief Executive Officer: Sogeti France SAS and Capgemini Outsourcing Services SAS.
Director: Capgemini Reinsurance International SA (Luxembourg), Euriware SA, Capgemini Danmark A/S
(Denmark), Sogeti Sverige MITT AB (Sweden), Sogeti Norge A/S (Norway) and Capgemini Business Services
Guatemala SA.
Member of the Supervisory Board: Capgemini Polska Sp. z.o.o. (Poland)

Multiple 3 offices as Director.

directorships(c)
(a) As of December 31, 2019.
(b) Listed company.
(c) Recommendation no. 18 of the AFEP-MEDEF Code: number of offices held as Executive and Non-Executive Corporate Officers, including as a Director of Bureau Veritas SA.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 155

3 Corporate governance
3.1 Board of Directors

Philippe Lazare(a)
Member of the Board of Directors, independent Director
Committee membership:
● Member of the Audit & Risk Committee

63 years old
Nationality: French
Main business address
Bureau Veritas, Immeuble Newtime, 40/52 boulevard du Parc, 92200 Neuilly-sur-Seine – France
First appointment:
Board of Directors’ meeting of October 3, 2018
End of term of office: 2022 Ordinary Shareholders’ Meeting
Number of shares held in the Company: 2,058

Biography Co-opted as a Director of the Company by the Board of Directors on October 3, 2018, Philippe Lazare was
Chairman and Chief Executive Officer of Ingenico Group until the end of October 2018. Before joining Ingenico
Group in 2007, he served as Executive Vice-President of La Poste and Chief Executive Officer of its Retail
activity, where he was notably in charge of developing and optimizing the largest retail network in France. At La
Poste, Philippe Lazare also served as Chairman and Chief Executive Officer of Poste-Immo. He has extensive
experience in managing operations, notably as Chief Executive Officer of Eurotunnel where he managed the
operations of the Channel Tunnel infrastructure (2001-2002), and as Chief Operating Officer of Air France,
leading the industrial logistics division and fleet maintenance, which includes Air France Maintenance, Air France
Industries and Servair. Philippe Lazare also held management positions at Sextant Avionics, a division of Thales
(1990-1994), and at Groupe PSA (1983-1990). He is a graduate of the Paris La Défense École Supérieure
d’Architecture. He was named a member of the French High Commission for Corporate Governance (Haut
Comité du Gouvernement d’Entreprise) in 2019.

Main activity Director of companies

carried on outside
the Company

Other current None.

positions

Positions no longer Chairman and Chief Executive Officer of Ingenico SA(b).

held (but held in
the last five years)

Multiple 1 office as Director.

directorships(c)
(a) As of December 31, 2019.
(b) Listed company.
(c) Recommendation no. 18 of the AFEP-MEDEF Code: number of offices held as Executive and Non-Executive Corporate Officers, including as a Director of Bureau Veritas SA.

156 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.1 Board of Directors

Frédéric Sanchez(a)
Member of the Board of Directors, independent Director

59 years old
Nationality: French
Main business address
Fives Group, 3 rue Drouot, 75009 Paris – France
First appointment:

3
Shareholders’ Meeting of May 14, 2019
End of term of office: 2023 Ordinary Shareholders’ Meeting
Number of shares held in the Company: 1,200

Biography Frédéric Sanchez is a graduate of the École des Hautes Études Commerciales (HEC) (1983) and the Institut
d’études politiques de Paris (Sciences-Po) (1985). He also has a post-graduate qualification in economics (DEA)
from Paris-Dauphine University (1984). He began his career in 1985, working at Renault in Mexico and
subsequently the United States, before joining Ernst & Young in 1987 as a mission manager. In 1990, he joined
the Fives-Lille group (renamed Fives in 2007), where he held various roles before being appointed as Chief
Financial Officer in 1994, followed by Chief Executive Officer in 1997. In 2002, he became Chairman of the
Executive Board and then Chairman in December 2018. Under his management, Fives has accelerated its growth
by restructuring the company into four business lines and expanding its international presence through a series
of major acquisitions and regional office openings in Asia, Russia, Latin America and the Middle East.

Main activity Chairman of Fives(b)

carried on outside
the Company

Other current Chairman of Fives(b) .

positions
At MEDEF: Chairman: MEDEF International and the France-United Arab Emirates and France-Saudi Arabia
Business Councils at MEDEF International.
Member of the Supervisory Board: Thea Holding SAS and STMicroelectronics(b).
Director: Primagaz SAS; Honorary co-Chairman: Alliance Industrie du Futur; Chairman: Purple Development SAS;
Director: Mirion Technologies (Topco) Ltd.
Positions held in subsidiaries of the Fives group in France
Chairman: Fives Orsay SAS; Chairman of the Board of Directors: F.L. Metal SA and Orsay SAS; Director: Fives
DMS SA; Permanent Representative: Fives; Director: Fives Pillard SA; Chairman of the Supervisory Board: Fives
ECL SAS, Fives FCB SAS, Fives Machining SAS, Fives Proabd SAS and Fives Solios SAS; Member of the Supervisory
Board: Fives Cail SAS, Fives Celes SAS, Fives Cinetic SAS, Fives Conveying SAS, Fives Cryo SAS, Fives Filling &
Sealing SAS, Fives Intralogistics SAS, Fives Maintenance SAS, Fives Nordon SAS, Fives Stein SAS and Fives Syleps
SAS; Legal Manager: FI 2006 SARL and FI 2011 SARL.
Positions held in Fives group subsidiaries abroad
Chief Executive Officer: Fives Inc.; Chairman, Director: Fives Landis Ltd.; Director: Daisho Seiki Corporation, Fives
Cinetic Corp., Fives DyAG Corp, Fives Engineering (Shanghai) CO., Ltd., Fives Intralogistics Corp., Fives
Intralogistics K.K., Fives Machining Systems, Inc., Fives North American Combustion, Inc., Fives Stein
Metallurgical Technology (Shanghai) CO., Ltd., Fives UK Holding Ltd., Shanghai Fives Automation & Processing
Equipment CO., Ltd. and Fives Landis Corp.
Chairman of the Board of Directors: Fives Do Brazil Comercio de Maquinas Industriais e Servicos de Engenharia
EIRELI and Fives Italy S.R.L.; Director: Fives Intralogistics S.P.A.; Representative Director: Fives Japan K.K.

Positions no longer Director: Business France; Member of the Supervisory Board: Hime Saur; Chairman: Fives Alexandre III SAS,
held (but held in FivesManco SAS and NovaFives SAS.
the last five years)

Multiple 2 offices as Director and 1 as Chief Executive Officer.

directorships(c)
(a) As of December 31, 2019.
(b) Listed company.
(c) Recommendation no. 18 of the AFEP-MEDEF Code: number of offices held as Executive and Non-Executive Corporate Officers, including as a Director of Bureau Veritas SA.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 157

3 Corporate governance
3.2 Organization and functioning of the Board of Directors

3.2 Organization and functioning

of the Board of Directors
3.2.1 Framework for the work of the Board of Directors
Each year, sessions are held without the Chief Executive Officer,

12 5
including three sessions in 2019. In addition, the Directors may
meet with the Company’s key executives without the Chief

8
Executive Officer (notified in advance).
members women
For each meeting, a file covering the items on the agenda is

67% meetings
95% prepared and sent to each member a few days before the meeting
to allow prior examination of documents by the Directors.
independent attendance rate During meetings, members of Executive Management give a
The conditions governing the preparation and organization of the detailed presentation of the items on the agenda. Generally
work of the Board of Directors are set out in the Board’s Internal speaking, each Director is provided with all the information
Regulations, which were last updated on June 22, 2018. These needed to carry out his/her duties and can ask Executive
Internal Regulations represent the Governance Charter for Management to provide him/her with any useful documents
Directors. (including any critical information about the Company). Questions
may be asked during presentations and these are followed by
The Board of Directors meets as often as needed in the interests discussions before a vote is taken. Detailed minutes in draft form,
of the Company; meetings are convened by its Chairman. summarizing the discussions and questions raised and mentioning
the decisions and reservations made, are then sent to members
The provisional annual schedule of Board of Directors’ meetings
for examination and comment before being formally approved by
(excluding extraordinary meetings) is drawn up and sent out to
the Board of Directors.
each member before the end of each financial year.
The Directors may also be provided with useful information about
In addition to the mandatory Board meetings held to finalize the
the life of the Company at any time if such information is
annual and interim financial statements, meetings are held to
considered important or urgent.
prepare the Annual Shareholders’ Meeting and the Universal
Registration Document, or in the normal course of business They may also receive additional training, if they see fit, on the
(planned acquisitions, deposits, endorsements and guarantees, Company, its businesses and sector of activity.
authorizations to be given pursuant to the internal governance
rules set out in article 1.1 of the Internal Regulations of the Board
of Directors).
The Statutory Auditors are invited to attend meetings of the
Board held to finalize the annual and interim financial statements.

3.2.2 Internal Regulations of the Board of Directors

The Board’s Internal Regulations are intended to lay down how it ● the second chapter specifies the rules for Directors’
organizes its work in addition to the relevant laws, regulations and independence;
the provisions of the by-laws. Adopted at the Board of Directors’
● the third and fourth chapters concern the Board Advisors
meeting of June 3, 2009, they are reviewed and regularly updated by
(censeurs) and the Board’s Committees; and
the Board of Directors. The latest version of the Internal Regulations
was adopted by the Board of Directors on June 22, 2018. ● the last chapter deals with the terms and conditions applicable
to amendments, entry into force and publication of the Internal
The Internal Regulations state that the Board of Directors
Regulations and the evaluation of the Board of Directors.
determines the strategic direction of the Company’s business and
ensures that it is implemented. Subject to powers granted The Internal Regulations also set out the restrictions imposed on
expressly by law to Shareholders’ Meetings and within the limits of the powers of the Chief Executive Officer, which are detailed in
the corporate purpose, the Board handles all issues related to the the section “Limitations placed on the powers of the Chief
proper functioning of the Company and resolves by deliberation all Executive Officer by the Board of Directors” in section 3.1.6 of this
business matters. Universal Registration Document. The Internal Regulations state in
particular that any major strategic transactions or transactions
The Internal Regulations are divided into five chapters, the main
that could have a material effect on the economic, financial or
provisions of which are described below:
legal situation of the Company and/or Group and that are not
● the first chapter deals with the role of the Board of Directors foreseen in the annual budget must receive prior approval from
and describes the conditions for holding Board meetings (e.g., the Board.
meetings using telecommunications technologies), ethical rules
and the Directors’ Charter and Directors’ compensation;

158 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.2 Organization and functioning of the Board of Directors

Lastly, the Internal Regulations state that each Director will be can ask management to provide him/her with any useful
given all of the information needed to carry out his/her duties and documents.

3.2.3 Insider Trading Policy

The Company aims to ensure compliance with recommendations that enable them to invest in Bureau Veritas shares while
issued by the stock market authorities with respect to the remaining in full compliance with the rules on market integrity.
management of risks relating to the possession, disclosure and Each Director agrees to comply with the provisions of this Charter
possible use of inside information. when taking office.
The Company drew up an Insider Trading Policy in 2008 and The Insider Trading Policy also provides for black-out periods
appointed a Group Compliance Officer. The purpose of this Insider beginning 30 days before the publication of the annual and
Trading Policy is to outline applicable regulations and to draw the half-year parent company and consolidated financial statements,

3
attention of the concerned people to (i) the laws and regulations in and 15 days before the publication of quarterly financial
force regarding inside information (requirement to refrain from information, during which the concerned people must abstain from
trading shares, ban on certain speculative transactions and special any transactions on the Company’s shares.
provisions on stock options and free shares), as well as the
The Charter was updated at the Board of Directors’ meeting held
administrative sanctions and/or penalties for not complying with
on December 16, 2016 following the entry into force of
those laws and regulations, and (ii) the implementation of
Regulation (EU) No. 596/2014 of the European Parliament and of
preventive measures (black-out periods, insider lists,
the Council of April 16, 2014 on market abuse, and subsequently
confidentiality list, disclosure requirements and reporting
on June 21, 2019.
obligations of executives and individuals closely related to them)

3.2.4 Charter governing the review of agreements entered into

in the ordinary course of business and on arm’s length terms
A Charter governing the review of agreements entered into in the Review of unregulated agreements
ordinary course of business and on arm’s length terms
There is a two-step process for identifying and classifying
(“unregulated agreements”) was adopted by the Board of
unregulated agreements:
Directors on December 19, 2019, acting on a recommendation of
the Audit & Risk Committee. It was prepared in application of the ● upstream consideration of the parties involved in the drafting of
new article L. 225-39, paragraph 2 of the French Commercial such agreements;
Code, as amended by French law no. 2019-486 of May 22, 2019
on the action plan for business growth and transformation ● downstream review of the application of these criteria by the
(“PACTE”). Review Committee.

The Charter is based on the study published by the National The Review Committee, comprising the head of Legal Affairs,
Chamber of Statutory Auditors (Chambre National des Corporate & Governance and the Financial Controller of Bureau
Commissaires aux Comptes) in February 2014 on related-party Veritas SA, regularly (i.e., at least once a year and whenever it
agreements and agreements entered into in the ordinary course of deems necessary) reviews the application of the Charter by the
business (the “CNCC study”) and was reviewed by the Statutory parties involved in drafting the agreements.
Auditors prior to its adoption. If the Review Committee subsequently considers that an
The Charter describes the procedure for identifying and reviewing agreement included on the list of unregulated agreements falls
unregulated agreements entered into by Bureau Veritas SA. within the scope of related-party agreements, it should inform the
Audit & Risk Committee so that the latter can decide whether to
After identifying the scope of companies and parties concerned, it apply the related-party agreements procedure governed by the
defines the criteria regarding unregulated agreements. French Commercial Code. During its annual review of
related-party agreements, the Board of Directors can therefore
Criteria regarding unregulated agreements decide, based on a recommendation of the Audit & Risk
Committee, to rectify the situation and apply the procedure set
The Charter provides a definition of both criteria that must be met
out in article L. 225-42 of the French Commercial Code.
in order to classify an agreement as “unregulated”:
● definition of an agreement/transaction entered into in the
ordinary course of business;
● definition of arm’s length terms.
An illustrative list of some, but not all, unregulated agreements is
provided in the appendix to the Charter, by type of agreement.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 159

3 Corporate governance
3.2 Organization and functioning of the Board of Directors

SUMMARY OF THE PROCEDURE PUT IN PLACE

● Draft(s) agreements.
FUNCTION(S) INVOLVED ● Analyze(s) agreements in light of the criteria defined
in the Charter and document(s) the findings.
Group support functions and
operational functions ● In the event of difficulties in interpreting criteria, consult(s) the
Group Legal Affairs, Corporate & Governance department, which
will analyze each individual case.

● At the request of the function involved, reviews whether the

“ordinary course of business” and “arm’s length terms” criteria
GROUP LEGAL AFFAIRS, as set out in the Charter are duly met.
CORPORATE & ● Member of the Review Committee.
REVIEW COMMITTEE

GOVERNANCE DEPARTMENT ● In this capacity, regularly (at least annually and whenever
deemed necessary) reviews the application of the Charter
by the function(s) involved.

● Member of the Review Committee.

GROUP FINANCIAL ● In this capacity, regularly (at least annually and whenever
CONTROLLER deemed necessary) reviews the application of the Charter
by the function(s) involved.

● Receives an annual report in December discussing application

of the Charter.
AUDIT
● Can decide to apply the legal procedure for related-party
& RISK COMMITTEE agreements to an agreement entered into in the ordinary course
of business.

● Puts in place the procedure for reviewing agreements entered into

BOARD OF DIRECTORS in the ordinary course of business.
● Identifies related-party agreements.

3.2.5 Work of the Board of Directors in 2019

In 2019, the Company’s Board of Directors met eight times with (formerly known as “Directors’ fees”) among the Directors. It
an attendance rate of 95%. Meetings lasted four and a half hours decided to co-opt a Director and ruled on the composition of the
on average. Board Committees. The Board considered appointments and
changes within the Group’s Executive Committee, as well as
With regard to financial and accounting matters, the Board of
changes in the composition of the Board of Directors and the
Directors prepared the parent company and consolidated financial
Board Committees to further its aim of strengthening diversity
statements for 2018 and the first half of 2019, together with the
and the range of expertise, as well as increasing the proportion of
related financial reporting. It examined the Group’s business
female and non-French members. Following the Shareholders’
activities and performance, along with management projections,
Meeting, the results of the votes were analyzed by the Board,
the financial position, debt, cash and long-term financing. The
assisted by an independent expert.
Board also delegated authority to the Chief Executive Officer in
respect of deposits, endorsements and guarantees. At its On February 27, 2019, based on the financial statements for the
December 19, 2019 meeting, the Board reviewed and approved year ended December 31, 2018, the Board of Directors noted the
the draft Group budget for 2020. extent to which the performance conditions for the performance
share and stock subscription/purchase option plans of
With regard to governance matters, the Board of Directors
June 21, 2016, June 21, 2017 and June 22, 2018 had been met.
considered the Company’s compliance with the recommendations
The Board of Directors also approved the report of its Chairman on
of the AFEP-MEDEF Code and of the AMF regarding corporate
corporate governance and on internal control and risk
governance and compensation for 2019, as well as “Say on Pay”,
management procedures.
and set the objectives and compensation of the Chief Executive
Officer and the methods for allocating the compensation package

160 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.2 Organization and functioning of the Board of Directors

The Board of Directors, making use of the authority delegated to it In accordance with a new measure introduced by the PACTE law,
by the Shareholders’ Meeting, approved the implementation of the Board put in place a Charter governing the review of
performance share and stock subscription/purchase option plans agreements entered into in the ordinary course of business
put in place for managers and the Chief Executive Officer. It and on arm’s length terms.
authorized the Chief Executive Officer to implement the share
In accordance with the action plan drawn up after the 2017
buyback program and to renew the liquidity agreement. The Board
evaluation of the Board and the Board Committees, the format of
of Directors also increased the share capital further to the
meetings continued to evolve to make them more interactive and
exercise of stock subscription options during the period, and
analytically focused. In addition, operational presentations were
validated the 2020-2021 financing plan.
given regularly to the Board by members of the Group’s Executive
With regard to strategic matters, the Board of Directors Committee and further progress was made on the reports
monitored implementation of the Group’s strategy and digital submitted to the Board by the Chairmen of the Committees.
transformation and approved the major planned acquisitions.
The Board regularly examines the benefits and risks relating to
Once a year, the Board meets in order to review and deliberate in
social and environmental aspects, and is kept abreast of progress
depth on strategic matters, keep abreast of market developments
on measures put in place to fight corruption, as well as action
and interact directly with teams. Two sessions were held,

3
plans established under France’s Sapin II law.
including one session in the form of a one-day “offsite” seminar,
focusing on Bureau Veritas’ next strategic plan to be rolled out as
from 2020.

3.2.6 Evaluation of the Board of Directors and the Board

Committees
In accordance with the recommendations of the AFEP-MEDEF During the evaluation, the Directors drew attention to the
Code and pursuant to article 5.4 of the Board of Directors’ Internal following:
Regulations, since 2009 the Company has evaluated the
● the high quality of the presentations given (particularly on
composition, organization and functioning of the Board of
financial matters) and the efforts made to present information
Directors and the Board Committees.
succinctly;
The aim of this evaluation is to review the organization of the
● the high quality of the oral presentations given to the Board and
Board’s work in order to make it more effective and ensure that
to the Board Committees by members of the Executive
important issues are properly prepared and discussed.
Committee and management teams;
During the annual evaluation of the Board of Directors and the
● the high quality of the deliberations and input of Directors;
Board Committees, each Director has the opportunity to discuss
any problems. Any Directors who so wish can therefore freely ● the high attendance rate at meetings of the Board and Board
express their opinion on the actual individual contributions of each Committees;
Director during their discussions with the Chairman of the
Nomination & Compensation Committee. The Nomination & ● the high quality of the Board meeting focusing on the strategic
Compensation Committee and subsequently the Board evaluate plan.
each Director’s contribution and how well their profiles match the The Directors also pointed out that the main recommendations
Company’s needs, notably at the time of appointing and/or resulting from the 2018 evaluation had been taken on board, in
renewing the terms of office of Directors and Committee terms of organizing meetings with operating managers, the length
members. of meetings of the Board and of the Board Committees,
Each year, the results of this evaluation are examined by the maintaining good cohesion within the Board and a more in-depth
Nomination & Compensation Committee before being presented analysis of certain issues, especially CSR, corruption, digital
to the Board of Directors. The Board then examines its functioning, strategy, risk and the competitive environment.
composition and organization. The wishes expressed in the 2019 evaluation notably concern
The Chairman of the Nomination & Compensation Committee is (i) reviewing the portfolio from a geographic perspective,
responsible for this evaluation, except every three years when the (ii) updating the analysis of certain issues presented in 2019
evaluation is performed by a specialist firm. In 2017, the (competitive environment, CSR, Sapin II law), (iii) more detailed
evaluation was conducted by an independent firm based on reporting on matters discussed within the Strategy Committee,
individual meetings with each Director. The next independent and (iv) holding another “offsite” seminar in 2020.
evaluation of the Board will take place in 2020. In addition to the self-assessment questionnaire and the
In 2019, the evaluation was conducted by the Chairman of the one-on-one meetings held, a formal evaluation of the individual
Nomination & Compensation Committee via a questionnaire and contribution of each Director present at December 31, 2019 was
one-on-one meetings. He then reported to the Committee at its conducted in February 2020.
meeting of December 16, 2019 and to the Board of Directors at
its meeting of December 19, 2019.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 161

3 Corporate governance
3.2 Organization and functioning of the Board of Directors

3.2.7 Committees of the Board of Directors

The Internal Regulations of the Board of Directors provide for the In 2019, the Board of Directors was assisted in the course of its
possibility of creating one or more Board Committees intended to work by three Board Committees, whose members all sit on the
enrich its reflections, facilitate the organization of the Board’s Board: the Audit & Risk Committee, the Nomination &
work and contribute effectively to the preparation of its decisions. Compensation Committee and the Strategy Committee.
The Committees have an advisory role and are responsible for
working on matters submitted by the Board or its Chairman and
for presenting their findings to the Board in the form of reports,
proposals or recommendations.

Audit & Risk Committee

monitoring the effectiveness of information system security,

5 2
●

● examining risks, including labor and environmental risks,

7
disputes and material off-balance sheet commitments;
members women
● external oversight – Statutory Auditors:

80% meetings
100% ● issuing a recommendation to the Board of Directors pursuant
to article 16 of Regulation (EU) No. 537/2014 on the
independent attendance rate Statutory Auditors recommended for appointment or
reappointment by the Shareholders’ Meeting,

The Audit & Risk Committee adopted Internal Regulations in 2009 ● monitoring the work of the Statutory Auditors taking into
that describe its role, resources and functioning. These Internal account the observations and findings of the Haut Conseil du
Regulations were updated at its meeting of July 27, 2016 to Commissariat aux Comptes (French audit oversight board)
reflect the revised role of the Committee in compliance with further to the audits performed in application of
Regulation (EU) No. 537/2014 and French Ordinance articles L. 821-9 et seq. of the French Commercial Code,
No. 2016-315 of March 17, 2016 on statutory audit ● ensuring that the Statutory Auditors comply with the
engagements. They were updated again at its meeting of independence rules set out in articles L. 821-9 et seq. of the
January 23, 2019 to include the final version of the rules French Commercial Code, taking the necessary measures
governing the approval of non-audit services. pursuant to section 3, article 4 of the aforementioned
The Audit & Risk Committee is responsible for monitoring the Regulation (EU) No. 537/2014 and ensuring that the
process of preparing financial and accounting information, the conditions set out in article 6 of said Regulation are
effectiveness of internal audit and risk management systems, the respected,
statutory audit of the annual financial statements and ● approving non-audit services provided by the Statutory
consolidated financial statements by the Statutory Auditors and Auditors or by members of their network set out in
Statutory Auditors’ independence. It prepares and facilitates the article L. 822-11-2 of the French Commercial Code. The
work of the Board of Directors in these areas. The Committee Audit & Risk Committee issues its opinion after reviewing the
draws up its annual work program at the beginning of the year. risks regarding Statutory Auditors’ independence and the
More specifically, it is responsible for: measures taken by the Statutory Auditors to safeguard their
independence.
● financial reporting:
The Audit & Risk Committee must report on its work to the Board
● monitoring the process of preparing financial information and, of Directors and bring to its attention any matters that appear
where applicable, drawing up recommendations to guarantee problematic or that require a decision to be taken. It also reviews
the reliability of such information, all issues raised by the Board of Directors on the matters set forth
● analyzing the relevance of the accounting standards above.
selected, the consistency of the accounting methods applied, It meets as often as it deems necessary and at least before each
the accounting positions adopted and the estimates made to publication of financial information.
account for material transactions, and the scope of
consolidation, If it deems it necessary, the Audit & Risk Committee can invite one
or more members of Executive Management and the Company’s
● examining, before they are made public, all financial and Statutory Auditors to attend its meetings.
accounting documents (including non-financial CSR reports)
issued by the Company, including quarterly publications and The Chairman of the Committee may call a meeting with the
earnings releases; Statutory Auditors and another with the head of Internal Audit &
Acquisitions Services at any time he/she deems appropriate,
● internal control systems and risk management procedures: neither of which are attended by management.
● monitoring the effectiveness of internal control and risk In the course of its work and after having informed the Chairman
management systems, along with Internal Audit where of the Board of Directors, and provided it notifies the Board of
applicable, regarding the procedures adopted to prepare and Directors, the Audit & Risk Committee may ask Executive
process financial, accounting and non-financial CSR Management to provide it with any documents that it deems
information, without compromising its independence, relevant to its work and may speak to all or some of the members
of Executive Management or to any other person whom the
Committee deems useful.

162 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.2 Organization and functioning of the Board of Directors

The Audit & Risk Committee can also request the assistance of During these meetings, the parent company and consolidated
any third party it deems appropriate at its meetings (independent financial statements, the notes to the financial statements and
experts, consultants, lawyers or Statutory Auditors). technical matters relating to the year-end were discussed by the
Group’s Finance teams and analyzed by the members of the Audit
In accordance with the AFEP-MEDEF Code and except in duly
& Risk Committee in the presence of the Statutory Auditors.
substantiated cases, the information needed for the Committee’s
Particular attention was paid to the proposal for appropriating
discussions is sent out several days prior to the meeting. In 2019,
2018 profit, the measurement and allocation of goodwill,
the Committee was able to review the annual and half-year
provisions for other liabilities and charges and significant
financial statements at least two days before they were reviewed
off-balance sheet commitments.
by the Board of Directors.
The work of the Audit & Risk Committee also followed up on
At December 31, 2019, the Audit & Risk Committee had
action plans to improve working capital, tax-related
five members, four of whom independent: Aldo Cardoso developments, the share buyback program, changes in debt, the
(Chairman), Ieda Gomes Yell, Siân Herbert-Jones, Philippe
2020-2021 financing plan, the Group’s various financing
Lazare and Jérôme Michiels.
arrangements, the financial structure, the evaluation of the
Based on their professional experience and training, the Company Statutory Auditors’ work and independence and their advisory

3
believes that the members of its Audit & Risk Committee have the fees, and the Group’s financial documentation.
required financial and accounting expertise. Besides the
Every six months, the Committee reviewed the findings of the
independence criterion, and in view of the composition of the
internal audits that had been conducted, as well as the proposed
Board, Directors were selected primarily based on their experience
annual planning, and was kept informed of the progress of the
and expertise. The proportion of two-thirds of independent
action plans. The Committee also reviewed the results and action
members recommended by the AFEP-MEDEF Code has been
plans in connection with the application of the AMF’s Reference
observed, with four of the five members including the Chairman
Framework for Risk Management and Internal Control.
classified as independent.
The head of Legal Affairs & Audit presented his interim reports on
The Audit & Risk Committee met seven times in 2019 with an
risk management, disputes and compliance – particularly with the
attendance rate of 100%.
Sapin II law – to the Audit & Risk Committee. The Committee
The meetings were attended variously by the Chief Financial performed a detailed review of the main risks identified in the risk
Officer, the head of Legal Affairs & Audit, Group Financial Control map, including the Sapin II risk map. The Statutory Auditors
and Internal Audit and Acquisitions Services. Other parties such as informed the Committee of their main observations regarding the
the heads of Treasury, Tax Affairs, Investor Relations, CSR, IT, and identification of risks and their assessment of the internal control
Risk & Assurance also had input on specific items on the procedures. More specifically, in 2019 the Audit & Risk Committee
Committee’s agenda. reviewed major ongoing IT projects, shared services centers and
customer due diligence.
The Statutory Auditors attended the meetings of the Audit & Risk
Committee, at which they presented their work and described the After each meeting, the Chairman of the Audit & Risk Committee
accounting options applied. In 2019, a session was held during a provided a detailed report of the Committee’s work, proposals and
Committee meeting with the Statutory Auditors and without recommendations to the Board of Directors. The Chairman also
Executive Management. presented the Committee’s recommendations, findings and/or
observations on the annual and interim financial statements at the
In 2019, the Audit & Risk Committee examined the parent Board meeting at which these financial statements were adopted.
company and consolidated financial statements for 2018, the This is also the case for reports that may be presented by the
half-year results for 2019 and revenue for the first and third Audit & Risk Committee on specific issues at the request of the
quarters of 2019, as well as the related press releases and Board of Directors.
financial reports.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 163

3 Corporate governance
3.2 Organization and functioning of the Board of Directors

Strategy Committee
As part of its work, the Strategy Committee ensures that

4 1
environmental and social aspects are taken into account. The
Committee may, at its own discretion, organize meetings with the

7
members of management, after having informed the Chief
members woman
Executive Officer, request external technical studies or be

50% 97%
accompanied by any outside counsel of its choice provided that it
meetings notifies the Board of Directors.

independent attendance rate As of December 31, 2019, the Strategy Committee had

four members: André François-Poncet (Chairman), Aldo Cardoso,
Pascal Lebard and Stéphanie Besnier. Two out of four members
are independent.
The Strategy Committee has adopted Internal Regulations that
describe its role, resources and operation. It is primarily In 2019, the Strategy Committee met seven times with an
responsible for examining and providing the Board of Directors average 97% attendance rate.
with its opinion and recommendations regarding the preparation
and approval of the Group’s strategy, budget and amended It chiefly examined: (i) the implementation of the Group’s 2020
budgets as well as any planned acquisitions and disposals, strategic plan and its five Growth Initiatives, (ii) the preparation of
particularly those submitted for prior authorization to the Board of a new strategic plan; (iii) planned acquisitions for the year worth
Directors in accordance with article 1.1 of the Board’s Internal over €10 million, (iv) implementation of the Group’s digital
Regulations. strategy and digital transformation, (v) changes in the Group’s
competitive environment, and (vi) a “discovery report” from the
new Executive Vice-President in charge of the Group’s
transformation and business development.
The Chairman of the Strategy Committee reports in detail on the
Committee’s work to the Board of Directors.

Nomination & Compensation Committee

For the past few years, the Nomination & Compensation

5 2 Committee has reviewed management’s evaluations of key

employees with the help of an independent firm in order to ensure

6
members women that succession plans are relevant and to accelerate the
development of potential candidates.

80% meetings
97% If it deems it necessary, the Nomination & Compensation
Committee can invite one or more members of Executive
independent attendance rate Management or any other Company employee to attend its
meetings. The Committee can also request the assistance of any
third party it deems appropriate at its meetings (independent
The Company has a unified Nomination & Compensation experts, consultants, lawyers or Statutory Auditors).
Committee, which has Internal Regulations that describe its role, At December 31, 2019, the Nomination & Compensation
resources and functioning. It is mainly responsible for making Committee comprised five members, four of whom independent:
recommendations to the Board of Directors with regard to the Pascal Lebard (Chairman), Aldo Cardoso, Claude Ehlinger, Ana
selection of members of Executive Management and the Board, Giros Calpe and Lucia Sinapi-Thomas.
executive compensation and benefits of the members of
Executive Management, as well as the methods of determining No Executive Corporate Officers sit on the Committee. The Chief
such compensation (fixed and variable portions, calculation Executive Officer, without participating in deliberations, was
method and indexing). Since February 25, 2015, the Nomination & involved in the Committee’s work, except when agenda items
Compensation Committee has also analyzed Corporate Social concerned him. Similarly, the Chairman of the Board of Directors
Responsibility (CSR) issues. does not participate in deliberations regarding his own
compensation.
The role of the Nomination & Compensation Committee also
includes reviewing and regularly preparing succession plans for In 2019, the Nomination & Compensation Committee met six
Executive Management positions, focusing particularly on current times with a 97% attendance rate.
and potential Executive Committee members, including the Chief The Committee drew up its annual work program at the beginning
Executive Officer. of the year. It considered the compensation policy and the
The plan considers several potential scenarios, based on which the objectives for the Chief Executive Officer for 2019, as well as the
Committee designs a plan addressing short- and medium-term financial and non-financial(1) criteria used to determine the
needs. variable portion of compensation in respect of 2018. It also
recommended putting in place performance share and stock
Succession plans covering expiring terms of office, retirement subscription and purchase option plans in 2019, and discussed
and/or role changes are reviewed each year. Contingency plans possible changes to these plans.
are also discussed for situations where senior roles become
unexpectedly vacant, most notably in the event of death. It reviewed the Directors’ compensation package and the basis for
allocating that compensation. Throughout the year, it also
considered Executive Committee compensation proposals
(1) For consistency, the terms “quantifiable” and “qualitative” have been replaced by “financial” and “non-financial” to classify the two types of
objective used to determine the variable portion of the Chief Executive Officer’s compensation.

164 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.2 Organization and functioning of the Board of Directors

following the changes to the Group’s organization. The Meeting, it discussed how best the results of shareholders’ votes
Nomination & Compensation Committee also regularly worked on could be taken on board. Lastly, at its meeting on
issues relating to succession planning within the Group, and December 16, 2019, it reviewed the Company’s compliance with
particularly its Executive Committee including the Chief Executive the AFEP-MEDEF Code and analyzed the results of the evaluation
Officer, as well as changes in the composition of the Board of of the Board and the Board Committees.
Directors and the Board Committees aimed at continuing to
The Chairman of the Nomination & Compensation Committee
strengthen diversity and the range of expertise as well as
reports in detail to the Board of Directors on its work, opinions,
increasing the proportion of female and non-French members.
proposals and recommendations and informs it of all matters that
It also prepared the Shareholders’ Meeting and drafted the seem problematic or that require a decision.
resolutions falling within its remit. After the Shareholders’

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 165

3 Corporate governance
3.2 Organization and functioning of the Board of Directors

3.2.8 Attendance rate at meetings of the Board of Directors

and Board Committees
ATTENDANCE OF MEETINGS OF THE BOARD OF DIRECTORS AND THE BOARD COMMITTEES

Nomination &
Board of Directors Audit & Risk Committee Compensation Committee Strategy Committee
Number of meetings 8 7 6 7
Directors
Aldo Cardoso 100% 100% 100% 100%
André François-Poncet 100% 100%
Pascal Lebard 100% 100% 100%
Lucia Sinapi-Thomas(a) 88% 100% 100%
Ieda Gomes Yell(a) 100% 100% 100%
Siân Herbert-Jones 100% 100%
Stéphanie Besnier(a) 100% 100% 100%
Claude Ehlinger(a) 88% 100% 100%
Ana Giros Calpe 100% 100%
Philippe Lazare(a) 100% 100%
Frédéric Sanchez(b) 60%
Jérôme Michiels(c) - - - -
Pierre Hessler(d) 100% 67% 33%
Stéphane Bacquaert(e) 88% 100%
TOTAL 95% 100% 97% 97%
(a) Board member who changed Committees during the year. Attendance rate calculated based on the number of Committee meetings held over the relevant
period. See section 3.1.2 of this Universal Registration Document for more information on changes to Committee membership during 2019.
(b) Board member appointed at the Shareholders’ Meeting of May 14, 2019. Attendance rate calculated based on the number of Board meetings held between the
date of the Shareholders’ Meeting and the year-end.
(c) Co-opted on December 19, 2019, replacing Stéphane Bacquaert.
(d) Director until May 14, 2019. Attendance rate calculated based on the number of Board meetings held between January 1 and May 14, 2019.
(e) Director until December 19, 2019.

166 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.2 Organization and functioning of the Board of Directors

3.2.9 Limitations placed on the powers of the Chief Executive

Officer by the Board of Directors
The Board of Directors’ Internal Regulations define the respective roles of the Board of Directors, the Chairman of the Board of Directors
and the Chief Executive Officer, and also set limitations on the powers of the Chief Executive Officer.
In addition to the decisions that legally require prior approval from the Board of Directors, prior approval from the Directors is also required
for the following decisions of the Chief Executive Officer:
(i) approval of the annual budget; (x) all debt, financing or off-balance sheet commitments
entered into by the Company representing an annual
(ii) any introduction by the Company of stock option or free
aggregate or transaction amount of over €50 million, other
share plans and any granting of stock purchase or
than:
subscription options or free shares to the Group’s Executive
Committee and Executive Leadership Team (ELT); ● transactions subject to the prior approval of the Board of

3
Directors pursuant to the law (sureties, endorsements and
(iii) any implementation of a procedure provided for in Book VI of
guarantees) or in accordance with the Board’s Internal
the French Commercial Code or any equivalent procedure
Regulations, and
relating to the Company or to French or foreign subsidiaries
that represent more than 5% of the Group’s Adjusted ● intragroup financing between Group companies held directly
Operating Profit (AOP); or indirectly by the Company, including capital increases and
decreases, and current account advances provided that the
(iv) any substantial change in the corporate governance rules
planned intragroup financing transaction is not designed to
relating to internal control, as set out in article L. 225-37 of
settle the liability of the entity concerned;
the French Commercial Code;
(xi) any approval given by the Company to directly or indirectly
(v) any purchase of Company shares, besides purchases made
controlled companies to carry out an operation such as
within the framework of a liquidity agreement previously
referred to in points (ix) and (x) above;
approved by the Board of Directors;
(xii) the granting of any pledge to guarantee the commitments
(vi) any decision to initiate a procedure with the aim of being
entered into by the Company for an amount exceeding
listed on a regulated market or withdrawing such listing for
€5 million per commitment;
any financial instrument issued by the Company or one of its
subsidiaries; (xiii) the introduction of mandatory or discretionary profit-sharing
schemes at Company or Group level;
(vii) any implementation of an authorization from the
Shareholders’ Meeting resulting immediately or over time in (xiv) in the event of any dispute, carrying out any settlement with
an increase or reduction in share capital or the cancellation a net impact on the Group (after insurance) in excess of
of shares of the Company; €10 million;
(viii) notwithstanding the powers vested in the Shareholders’ (xv) hiring/appointments, removals/dismissals and annual
Meeting by the law and the by-laws, any appointment, compensation of members of the Executive Committee;
dismissal, renewal or termination of the term of office of
(xvi) any major strategic transactions or any transactions likely to
Statutory Auditors, including those in any French or foreign
have a material effect on the economic, financial or legal
subsidiaries with equity as per the consolidated financial
situation of the Company and/or Group not provided for in
statements of over €50 million;
the annual budget.
(ix) any transactions referred to in the sections above, with the
These limitations on the powers of the Chief Executive Officer are
exception of those carried out as part of an intragroup
valid internally but cannot be enforced against third parties in
reorganization, whenever the amount of each such
accordance with the provisions of article L. 225-56-I, paragraph 3
transaction exceeds €10 million and provided that the
of the French Commercial Code.
transaction was not authorized during the annual budget
approval process:
● acquisitions or disposals of Company real estate or other
assets,
● acquisitions or disposals of shareholdings or business assets,
● partnership agreements involving an investment of the
aforementioned amount.
For the purposes of this section, “intragroup” transactions are
transactions between entities owned directly or indirectly by
the Company;

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 167

3 Corporate governance
3.3 Group management

3.3 Group management

3.3.1 Chief Executive Officer

Didier Michaud-Daniel
Chief Executive Officer

61 years old
Nationality: French
Main business address
Bureau Veritas, Immeuble Newtime, 40/52 boulevard du Parc, 92200 Neuilly-sur-Seine – France
First appointment:
Appointed Chief Executive Officer on February 13, 2012, with effect from March 1, 2012. Reappointed on
February 23, 2017, with effect from March 1, 2017
End of term of office: February 28, 2022
Number of shares held in the Company: 399,225

Biography Didier Michaud-Daniel was appointed Chief Executive Officer of Bureau Veritas on March 1, 2012. Before taking
on this position, he had been President of OTIS Elevator Company since May 2008. He was previously Chairman
of OTIS for the UK, Germany and the Central Europe region from August 2004 to May 2008. From
September 2001 to August 2004, Didier Michaud-Daniel served as Chief Executive Officer of OTIS UK and
Ireland, after 20 years of service at OTIS France. Didier Michaud-Daniel began his career at OTIS in 1981 as a
technical salesperson, progressing into sales management and operational support. In 1991, he was appointed
Field Operations Director for OTIS France, and in 1992 was promoted to Paris Field and Sales Operations
Director. He was named Deputy Chief Executive Officer in charge of Operations in January 1998.
Didier Michaud-Daniel is a graduate of France’s École supérieure de Commerce, with a degree in Business
Management, and a graduate of INSEAD. Didier Michaud-Daniel is a Chevalier de la Légion d’honneur.

Other current Tarkett(b).

positions
Positions held within the Group
Chairman of Bureau Veritas International SAS.

Positions no longer None.

held (but held in the
last five years)

Multiple 1 office as Director and 1 as Chief Executive Officer.

directorships(c)
(a) As of December 31, 2019.
(b) Listed company.
(c) Recommendation no. 18 of the AFEP-MEDEF Code: number of offices held as Executive and Non-Executive Corporate Officers, including as a Director of Bureau Veritas SA.

168 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.3 Group management

3.3.2 Executive Committee

Didier MICHAUD-DANIEL
Chief Executive Officer

Commodities, Industry & Facilities Marine & Offshore Consumer Products

Eduardo CAMARGO Juliano CARDOSO Natalia SHUMAN Matthieu DE TUGNY Catherine CHEN
Executive Vice-President Executive Vice-President Executive Vice-President Executive Vice-President Executive Vice-President
Latin America Middle East, Asia Pacific North America Marine & Offshore division Consumer Products division

Jacques POMMERAUD Laurent LOUAIL

3
Executive Vice-President Executive Vice-President
France & Africa, South & West Europe
Government services
Support functions
Eduardo CAMARGO Helen BRADLEY François CHABAS
Executive Vice-President Executive Vice-President Executive Vice-President
Group Transformation & Human Resources, Finance
Business Development Quality, Health & Safety and
Environment, Corporate
Social Responsibility

The Executive Committee is the Group’s management body. As of the publication date of this Universal Registration
Chaired by the Chief Executive Officer, it includes the managers of Document, the Executive Committee had ten members:
Group divisions (Marine & Offshore, Consumer Products) and the
● Didier Michaud-Daniel, Chief Executive Officer;
heads of the main regions for the Commodities, Industry &
Facilities(1) division and the support functions. ● François Chabas, Executive Vice-President, Finance;
The Executive Committee examines and approves issues and ● Helen Bradley, Executive Vice-President, Human Resources,
decisions relating to the Group’s strategy and general Quality, Health & Safety and Environment, Corporate Social
organization. It adopts the policies and procedures to be applied Responsibility and External Affairs;
across the Group. Each Operating Group has its own Executive
Committee. ● Catherine Chen, Executive Vice-President, Consumer Products
division;
● Jacques Pommeraud, Executive Vice-President, Commodities,
Industry & Facilities – France & Africa, Government services
(GS);
● Eduardo Camargo, Executive Vice-President Group
Transformation & Business Development; Commodities,
Industry & Facilities – Latin America;
● Juliano Cardoso, Executive Vice-President, Commodities,
Industry & Facilities – Middle East and Asia Pacific;
● Natalia Shuman, Executive Vice-President, Commodities,
Industry & Facilities – North America;
● Laurent Louail, Executive Vice-President, Commodities,
Industry & Facilities – South & West Europe;
● Matthieu de Tugny, Executive Vice-President, Marine &
Offshore division.

(1) The Commodities, Industry & Facilities (CIF) division created on January 1, 2016 includes the Commodities, Industry, Inspection & In-Service
Verification and Certification businesses.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 169

3 Corporate governance
3.3 Group management

Bureau Veritas Executive Committee Members Catherine Chen holds an MBA from Rutgers Business School (US)
and a BA in International Business from Western Sydney
University (Australia).
Didier Michaud-Daniel – Chief Executive Officer
See Didier Michaud-Daniel’s biography in section 3.3.1 – Chief Jacques Pommeraud, Executive Vice-President,
Executive Officer of this Universal Registration Document.
Commodities, Industry & Facilities – France &
Africa, Government services
François Chabas, Executive Vice-President,
Jacques Pommeraud joined Bureau Veritas on May 1, 2018 as
Finance Executive Vice-President in charge of the Commodities, Industry &
Before being appointed Executive Vice-President, Finance, Facilities (CIF) division in France and Africa, as well as the
François Chabas had been Chief Financial Officer of Bureau Veritas Government services (GS) Operating Group. Before joining Bureau
since 2014. He started his career in 1999 as a finance auditor at Veritas, Jacques Pommeraud worked for SAP as Senior
Ernst & Young. In 2003, he joined Bureau Veritas as an Internal Vice-President, Customer Success. He started his career in
Auditor within the Corporate Finance team. From 2005 to 2008, strategy consulting with McKinsey & Co. in Paris and Boston. In
he held several positions as Finance Director within the North and 2009, he joined Atos as Chief Lean Officer and held management
Central Europe region. In 2008, he became Operational Director positions of increasing responsibility before being appointed Chief
for the Nordic and Baltic region, and was subsequently promoted Executive Officer of Canopy Cloud, a joint venture between Atos,
to Vice-President, Certification for North and Central Europe. In EMC2 and VMware. In 2014, he was appointed Senior
early 2013, he combined his financial and operational experience Vice-President & General Manager, Success Services at
to lead the finance organization of the South Europe region as Salesforce Inc., based in San Francisco (US). Jacques Pommeraud
Vice-President, Finance South Europe. He graduated from the holds a Master’s degree in Engineering from France’s École
École des Hautes Études Commerciales (HEC) in 1997 and holds a Nationale des Ponts et Chaussées and an MBA from INSEAD.
degree in History from the Sorbonne University in Paris (1997).
François Chabas is 45(1).
Eduardo Camargo – Executive Vice-President,
Group Transformation & Business Development;
Helen Bradley, Executive Vice-President, Commodities, Industry & Facilities – Latin
Human Resources, Quality, Health & Safety and America
Environment, Corporate Social Responsibility and
Eduardo Camargo started his career in Verolme Shipyard. In 1986,
External Affairs he joined Bureau Veritas in the Marine division. In 1989, he worked
Helen Bradley joined Bureau Veritas on June 1, 2018 as Executive for the Industry division and, in 1993, for the Health, Safety &
Vice-President in charge of Human Resources as well as Quality, Environment division. In 1997, he became Regional Chief
Health & Safety and Environment, Corporate Social Responsibility Executive for Mexico & Central America, based in Mexico. In 2002,
and External Affairs. She has more than 25 years of experience in he was appointed Regional Chief Executive for Latin America,
managing human resources in various European countries and the based in Argentina. He served as Senior Vice-President for the
United States. Before joining Bureau Veritas, she worked for Latin America region of the Industry & Facilities division as from
Schneider Electric for 20 years, where she first held various HR 2003, before being appointed Head of the division in 2011, a
management positions, supporting both regional operations and position he held until February 2019 when he was named Head of
company business units. In 2006, she was promoted to Senior Group Transformation & Business Development.
Vice-President (SVP), Human Resources and Internal
Eduardo Camargo holds a Master’s degree in Naval Architecture &
Communication for the Industry business and in 2010, expanded
Marine Engineering from Rio de Janeiro Federal University (Brazil),
her responsibilities within the larger Infrastructure business. In
an MBA in Finance from Rio de Janeiro Pontifical Catholic
2013, she was appointed SVP HR, Global Operations and in 2017,
University (Brazil) and a diploma in Executive Management from
SVP HR, North America Operations. Helen Bradley started her
INSEAD (France).
career at Lloyds Bank and a few years later joined Yellow Pages
Sales, a subsidiary of British Telecommunications, as Regional
Personnel Officer. She graduated in Accounting and Finance from Juliano Cardoso – Executive Vice-President,
the University of the West of England (UK) and holds a Commodities, Industry & Facilities – Middle East
postgraduate diploma in Human Resources Management. and Asia Pacific
Juliano Cardoso started his career as Quality Engineer at Duratex
Catherine Chen, Executive Vice-President, Group in Brazil. In 1995 he moved to the automotive industry,
Consumer Products division working for Textron Group as a quality and project manager. In
Catherine Chen has extensive global experience in marketing and 1999 he joined Bureau Veritas, first as Training & Consulting
sales, and operational and P&L management, and has pursued a Manager, then as Senior Business Engineer. In 2003 he became
successful career spanning over two decades in the consumer Country Chief Executive for Chile and, three years later, he was
products industry. She joined Bureau Veritas China in 2005 after appointed Regional Chief Executive for Chile and Peru. In 2011, he
seven years with TÜV SÜD. At Bureau Veritas China, she became Senior Vice-President for the Pacific region. In 2014 he
undertook various sales and marketing management roles, before was appointed Executive Vice-President for the Commodities
being appointed as General Manager of LCIE Shanghai – a division. Juliano Cardoso had been Vice-President of the CIF
subsidiary of Bureau Veritas – in 2009. In 2012, she became division since 2015.
Vice-President for the Consumer Products (CPS) division for North Juliano Cardoso holds a Bachelor’s degree in Business
China and in 2014 was promoted to Senior Vice-President for CPS Management and a Master’s degree in Reliability Engineering from
Greater China. In 2017, she took the reins of CPS for the entire Universidade de Campinas (Brazil) and a diploma in Executive
pan-Asia region, becoming Chief Operating Officer of the division. Management from INSEAD (France).

(1) As of December 31, 2019.

170 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.3 Group management

Natalia Shuman – Executive Vice-President, Laurent Louail – Executive Vice-President,

Commodities, Industry & Facilities – North Commodities, Industry & Facilities – South &
America West Europe
Before joining Bureau Veritas, Natalia Shuman was in charge of Since September 2015, Laurent Louail had been Senior
Kelly Services’ EMEA and APAC regions. She also served as a Vice-President in charge of the Commodities, Industry & Facilities
Board member of Kelly Services’ joint venture, for which she was division for the Pacific region, based in Melbourne, Australia. He
based in Singapore and Switzerland. joined Bureau Veritas in 1995 as Regional Industry Manager in
France. He subsequently held regional management positions of
She first joined Kelly Services in Russia to launch its operations
increasing responsibility in France, before being appointed Senior
there. She relocated to New York in 2000 to take over the
Vice-President of France Geographical Network in 2013. Laurent
company’s operations in the United States as well as key accounts
Louail holds a Master’s degree in Mechanical Engineering from the
and strategic growth initiatives. In 2011, she relocated to Asia to
Compiègne University of Technology (UTC).
focus on Kelly Services’ customers and partners in the APAC
region. She was then appointed Chief Operating Officer to start up
Kelly’s joint venture operations in China and North Asia and was Matthieu de Tugny – Executive Vice-President,

3
based in Shanghai. She has been Senior Vice-President and Marine & Offshore division
General Manager of the EMEA and APAC regions for the past four
years. Prior to his appointment as Executive Vice-President of the
Bureau Veritas Marine & Offshore division in 2019, Matthieu de
She completed a dual Global Executive MBA program with Tugny was Senior Vice-President and Chief Operations Officer of
Columbia University and London Business School, and graduated the division. He joined Bureau Veritas in 1994 as a design review
with distinction from St. Petersburg University of Economics and engineer. Through successive appointments and promotions, he
Finance in Russia. occupied various roles in South Korea, the United States,
Singapore and France. He has led technical, operations, marketing
and sales, offshore and marine teams, both locally and regionally.
Matthieu de Tugny was Marine Chief Executive Officer in France,
North America, and South Asia, and has managed the offshore
business. He graduated from the École Nationale de la Marine
Marchande with a dual Officer diploma and holds a Master’s
degree in Electrical Engineering from the École Supérieure
d’Électricité (France).

3.3.3 Executive Committee diversity policy

Set up in 2016 and translated into 16 languages, the widely To support its ambitions, the Group decided to increase the proportion
circulated diversity and anti-discrimination policy is strongly of women in the 10% of executives holding the most senior executive
supported by the Chief Executive Officer. Support for this policy management roles by setting itself annual targets. Between 2016 and
has also been an integral part of the responsibility of each 2019, the percentage of women among the 10% of employees holding
Executive Committee member since 2016. the most senior roles also increased, from 6% to 19%.
To continue improving diversity on its governing bodies, the Group One of the Group’s commitments is to have 25% of women in
has set itself the objective of gradually increasing the proportion executive management roles by the end of 2020.
of female and non-French members on the Executive Committee.
The Group is using its best efforts to improve the gender balance
The proportion of women on the Executive Committee rose from within its governing bodies. Internal processes will also be
0% in 2017 to 20% in 2018 with the arrivals of Natalia Shuman, strengthened to support these goals, in order to ensure that
Executive Vice-President, North America, in 2017 and of processes are put in place that promote fair representation
Helen Bradley, Executive Vice-President, Human Resources, in throughout the organization, especially in terms of the gender
2018. As of January 1, 2020, it has climbed to 30% with the balance.
appointment of a third woman: Catherine Chen, Executive
The Nomination & Compensation Committee – and especially the
Vice-President, Consumer Products division.
Strategy Committee when preparing the Group’s next strategic
The Group believes diversity is a driver of innovation and creative plan, to be deployed from 2020 – regularly monitor Executive
thinking, and that a broad range of profiles and inclusive working Management’s development and implementation of the Group’s
practices are key to forging an attractive, successful Group with inclusion policy. The initiatives rolled out by the Group to promote
staying power. an inclusive and diverse corporate culture are described in the
Non-Financial Statement, in section 2.3.2.2, Chapter 2 of this
Universal Registration Document discussing the Group’s inclusion
policy.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 171

3 Corporate governance
3.4 Statements relating to Corporate Officers

3.3.4 Succession planning

The remit of the Nomination & Compensation Committee includes The Chief Executive Officer participates in the discussions of the
the regular review and anticipation of succession plans for the Nomination & Compensation Committee insofar as he has a key
Company’s Executive Management positions, focusing particularly role in planning his own succession, but he does not lead the
on the Chief Executive Officer, as well as current and prospective process. His responsibility is to ensure that robust succession plans
Executive Committee members. are in place for all current and future Executive Management roles
according to the different timescales.
The Nomination & Compensation Committee undertakes an
in-depth review of the succession plans once a year, but also For several years, the Nomination & Compensation Committee has
reviews them in the course of the year to ensure several reviewed management’s evaluations of key employees with the
timescales are managed: assistance of an external company to ensure that the succession
plans are valid and to accelerate the development of potential
● short term: unexpected succession (resignation, death, sudden
successors. Whilst promoting internal growth and development, the
inability to perform role);
Company balances this with external recruitment for key executive
● medium term: accelerated succession (possible retention risk, positions if a readily available successor is not identified. In this
new profiles emerging); situation, the Company works with external consultants to ensure
an identifiable pool of external candidates is in place.
● long term: planned succession (retirement, end of term of
office).

3.4 Statements relating to Corporate

Officers
3.4.1 Service agreements involving Corporate Officers
and Bureau Veritas or one of its subsidiaries
At the date this Universal Registration Document was filed, there were no service agreements between Corporate Officers and the
Company or its subsidiaries providing for any benefits.

3.4.2 Convictions for fraud, public accusations and/or public

sanctions, or liability for bankruptcy within the last five years
As far as the Company is aware, none of the Directors or the Chief Executive Officer have been, within the last five years, (i) convicted of
fraud or subject to an official accusation or penalty delivered by legal or administrative authorities; (ii) involved in a bankruptcy, receivership
or liquidation; or (iii) prohibited by a court from acting as a member of an administrative, management or supervisory body of a company, or
from participating in the management or conduct of a company’s business.

172 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.4 Statements relating to Corporate Officers

3.4.3 Conflicts of interest and agreements in which Directors

and the Chief Executive Officer are interested parties
Pursuant to article 1.7 of the Board of Directors’ Internal (ii) directly or indirectly a Director or the Chief Executive Officer,
Regulations, all Board members undertake to avoid any conflict the procedure governing related-party agreements as set forth in
between their own interests and those of the Company. articles L. 225-38 et seq. of the French Commercial Code is
followed.
The Directors and the Chief Executive Officer are required to
promptly inform the Chairman of the Board of Directors of any With the exception of related-party agreements and
related-party agreements that may exist between companies in commitments that were entered into or remained in effect during
which they have an interest, whether directly or through an 2019 and are presented in the section on related-party
intermediary, and the Company. The Directors and the Chief transactions in section 7.10 of this Universal Registration
Executive Officer are required to notify the Board of Directors of Document, the Company is not aware of any other potential
any agreement, referred to under articles L. 225-38 et seq. of the conflicts of interest between the duties of the Directors and the

3
French Commercial Code, to be entered into between themselves Chief Executive Officer with regard to Bureau Veritas and their
or a company in which they are managers or in which they own, personal interests and/or other duties.
directly or indirectly, a significant shareholding, and the Company
The members of the Board of Directors are not subject to any
or one of its subsidiaries. If any such agreement exists, the
contractual restrictions regarding the Company shares they own,
person(s) concerned will abstain from participating in discussions
except for the closed and black-out periods as defined in the
and all decision-making on related matters. These provisions do
Group’s Insider Trading Policy. However, under article 14.1,
not apply to unregulated agreements (entered into in the ordinary
paragraph 2 of the Company’s by-laws, members of the Board of
course of business and under arm’s length conditions).
Directors are required to hold a minimum of 1,200 shares
In order to prevent any potential conflicts of interest, the Directors throughout their term of office.
and the Chief Executive Officer are required to complete and sign
In addition to the prohibition referred to in the stock option and
a declaration each year describing any direct or indirect links of
performance share plans, the Chief Executive Officer has formally
any kind they may have with the Company. To this day, none of
agreed not to use hedging instruments for the shares he holds in
these declarations has revealed any existing or potential conflict
the Company throughout his term of office. He is also required to
of interest between the Chief Executive Officer or a Director and
observe the restrictions regarding closed and black-out periods.
the Company. In cases where a business relationship is under
consideration between (i) the Company or the Group and

3.4.4 Family ties

There are no family relationships linking Corporate Officers (Directors and the Chief Executive Officer).

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 173

3 Corporate governance
3.5 Other information on governance

3.5 Other information on governance

3.5.1 Summary of delegations of authority and authorizations
granted by the Shareholders’ Meeting to the Board
of Directors (article L. 225-37-4 of the French
Commercial Code)
The table below summarizes the delegations of authority and authorizations relating to share capital granted by the Shareholders’ Meeting
to the Board of Directors that are still in effect as of the filing date of the Universal Registration Document.

Date of the Duration and

Nature of the delegation/authorization granted Shareholders’ Meeting expiration of the Maximum nominal
to the Board of Directors (SM) authorization amount Use during the year
Authorization granted to the Board of Directors SM of May 14, 2019 18 months, i.e., until Maximum purchase Not used
to trade in the Company’s ordinary shares. (11th resolution) November 13, 2020 price per share: €45
Renewal proposal
to be submitted 10% of the share
to the 2020 capital(a)
Ordinary
Shareholders’
Meeting
Delegation of authority granted to the Board of SM of May 14, 2019 26 months, i.e., Maximum nominal Not used
Directors to increase the share capital with (12th resolution) until July 13, 2021 amount of capital
preemptive subscription rights for existing increases:
shareholders by issuing (i) ordinary shares in the €8,000,000(b)
Company and/or (ii) equity securities that give
access immediately and/or in the future to Maximum nominal
existing or new equity securities of the Company amount of debt
and/or one of its subsidiaries and/or (iii) securities securities:
representing debt securities that give or may give €1,000,000,000(c)
access to new equity securities issued by the
Company or any of its subsidiaries.
Increase in the share capital by capitalizing SM of May 14, 2019 26 months, i.e., Maximum nominal Not used
reserves, retained earnings, share premiums or (13th resolution) until July 13, 2021 amount of capital
any other sums that may be capitalized. increases:
€6,000,000(b)
Delegation of powers granted to the Board of SM of May 14, 2019 26 months, i.e., Maximum nominal Not used
Directors to issue ordinary shares of the Company (14th resolution) until July 13, 2021 amount of capital
and/or securities giving immediate and/or future increases: 10% of the
access to the Company’s share capital, without share capital(b)
preemptive subscription rights for existing Maximum nominal
shareholders, in an amount not exceeding 10% of amount of debt
the share capital, as consideration for in-kind securities:
contributions made to the Company. €1,000,000,000(c)
Issuance of (i) ordinary shares of the Company SM of May 14, 2019 26 months, i.e., Maximum nominal Not used
and/or (ii) securities giving immediate or future (15th resolution) until July 13, 2021 amount of capital
access to the Company’s share capital as increases:
consideration for securities contributed as part of €4,000,000(b)
a public exchange offer launched by the Maximum nominal
Company, with automatic waiver by existing amount of debt
shareholders of their preemptive subscription securities:
rights. €1,000,000,000(c)

174 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.5 Other information on governance

Date of the Duration and

Nature of the delegation/authorization granted Shareholders’ Meeting expiration of the Maximum nominal
to the Board of Directors (SM) authorization amount Use during the year
Delegation of authority granted to the Board of SM of May 14, 2019 26 months, i.e., Maximum nominal Not used
Directors to issue, by means of a public offering, (16th resolution) until July 13, 2021 amount of capital
ordinary shares of the Company and/or securities increases:
giving immediate and/or future access to the €5,300,000(b)(d)
Company’s share capital and/or securities Maximum nominal
carrying rights to debt securities, without amount of debt
preemptive subscription rights for existing securities:
shareholders. €1,000,000,000(c)(e)
Delegation of authority granted to the Board of SM of May 14, 2019 26 months, i.e., Maximum nominal Not used
Directors to issue, by private placement referred (17th resolution) until July 13, 2021 amount of capital
to in article L. 411-2, II of the French Monetary increases:
and Financial Code, ordinary shares of the €5,300,000(b)(d)

3
Company and/or securities giving immediate Maximum nominal
and/or future access to the Company’s share amount of debt
capital and/or securities carrying rights to debt securities:
securities, without preemptive subscription rights €1,000,000,000(c)(e)
for existing shareholders.
Authorization granted to the Board of Directors, in SM of May 14, 2019 26 months, i.e., 10% of the share Not used
the event of the issue of ordinary shares of the (18th resolution) until July 13, 2021 capital per 12-month
Company and/or securities giving immediate period
and/or future access to the Company’s share
capital, without preemptive subscription rights for
existing shareholders, to set the issue price, in
accordance with the terms set by the
Shareholders’ Meeting, up to a maximum of 10%
of the share capital per year.
Delegation of authority granted to the Board of SM of May 14, 2019 26 months, i.e., 15% of the initial Not used
Directors to increase, in the event of excess (19th resolution) until July 13, 2021 issue(b)(c)(d)(e)
demand, the number of securities to be issued in
the event of a capital increase with or without
preemptive subscription rights for existing
shareholders.
Authorization granted to the Board of Directors to SM of May 14, 2019 26 months, i.e., 1.5% of the share 1,081,260 stock
grant stock subscription options, with automatic (20th resolution) until July 13, 2021 capital(f) subscription options
waiver by existing shareholders of their Sub-ceiling granted, or 0.24%
preemptive subscription rights, or stock purchase applicable to of the share capital
options to employees and/or Executive Corporate Corporate Officers:
Officers of the Group. 0.1% of the share
capital(f)
Authorization granted to the Board of Directors to SM of May 14, 2019 26 months, i.e., 1% of the share 1,286,455
award existing or new ordinary shares of the (21st resolution) until July 13, 2021 capital(f) performance shares
Company to employees and/or Executive Sub-ceiling granted, or 0.28%
Corporate Officers of the Group, with automatic applicable to of the share capital
waiver of shareholders’ preemptive subscription Corporate Officers:
rights. 0.1% of the share
capital(f)
Delegation of authority granted to the Board of SM of May 14, 2019 26 months, i.e., Maximum nominal Not used
Directors to issue ordinary shares of the Company (22nd resolution) until July 13, 2021 amount of capital
and/or securities giving immediate and/or future increases: 1% of the
access to the Company’s share capital to share capital(b)
members of a company savings plan, without Maximum nominal
preemptive subscription rights for existing amount of debt
shareholders. securities:
€1,000,000,000(c)
Reduction in the share capital by canceling all or SM of May 14, 2019 26 months, i.e., 10% of the share 220,212 shares
some of the shares of the Company acquired (23rd resolution) until July 13, 2021 capital canceled, or 0.05%
under the share buyback program. of the share capital

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 175

3 Corporate governance
3.5 Other information on governance

Date of the Duration and

Nature of the delegation/authorization granted Shareholders’ Meeting expiration of the Maximum nominal
to the Board of Directors (SM) authorization amount Use during the year
Overall limit for issues that may be carried out SM of May 14, 2019 Overall maximum
under the 12th, 13th, 14th, 15th, 16th, 17th, 19th and (24th resolution) nominal amount of
22nd resolutions adopted at the Shareholders’ capital increases
Meeting of May 14, 2019. €19,300,000(b)
Maximum nominal
amount of debt
securities:
€1,000,000,000(c)
(a) The maximum amount allocated to the share buyback program is €1,989,720,000, corresponding to a maximum of 44,221,600 shares purchased on the basis
of a maximum unit price of €45 (excluding transaction costs) and on the number of shares comprising the Company’s share capital at December 31, 2018.
In the event of an acquisition, merger, spin-off or contribution, the treasury shares acquired for this purpose may not exceed 5% of the total number of shares
comprising the Company’s share capital.
(b) The overall maximum nominal amount of capital increases that may be made under the 12th, 13th, 14th, 15th, 16th, 17th, 19th and 22nd resolutions adopted at the
Shareholders’ Meeting of May 14, 2019 may not exceed €19,300,000.
(c) The overall maximum nominal amount of securities representing debt securities that may be issued under the 12th, 14th, 15th, 16th, 17th and 22nd resolutions
adopted at the Shareholders’ Meeting of May 14, 2019 may not exceed €1 billion.
(d) The overall maximum nominal amount of capital increases that may be made under the 16th and 17th resolutions may not exceed €5,300,000.
(e) The overall maximum nominal amount of securities representing debt securities that may be issued under the 16th and 17th resolutions may not exceed
€1,000,000,000.
(f) The overall maximum number of shares that may be granted under the 20th and 21st resolutions adopted by the Shareholders’ Meeting of May 14, 2019 may not
exceed 1.5% of the Company’s share capital, it being specified that the sub-ceiling applicable to Corporate Officers will be equal to 0.1% of the Company’s share
capital (shared with the 20th and 21st resolutions).

3.5.2 Conditions for participating in Shareholders’ Meetings

Any shareholder is entitled to participate in Shareholders’ The by-laws are also available on Bureau Veritas’ website
Meetings under the conditions provided for by law. (https://group.bureauveritas.com).
The conditions governing participation in Shareholders’ Meetings Article 28.3 of the by-laws stipulates that a double voting right is
are set out in article 26 of the by-laws. A summary of these rules allocated to all fully paid-up registered shares held by the same
is given in section 7.10, Chapter 7 – Information on the Company shareholder for at least two years.
and the capital, of this Universal Registration Document.

3.5.3 Issues likely to have an impact in the event of a public offer

Information on issues likely to have an impact in the event of a Shareholders’ Meeting to the Board of Directors, 7.7.3 –
public offer, as stipulated in article L. 225-37-5 of the French Acquisition of treasury shares, 7.8.1 – Group ownership structure
Commercial Code, is provided in sections 3.1 – Board of Directors, and 7.10 – Articles of incorporation and by-laws (crossing of legal
3.2.9 – Limitations placed on the powers of the Chief Executive thresholds and rules applicable to amending the by-laws and the
Officer by the Board of Directors and 3.5.1 – Summary of convening of Shareholders’ Meetings) of this Universal
delegations of authority and authorizations granted by the Registration Document.

176 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.6 Corporate Officers’ compensation

3.6 Corporate Officers’ compensation

This section takes into account the new regulatory measures ● the terms “quantifiable” and “qualitative” have been replaced
introduced by French law no. 2019-486 of May 22, 2019 on by the terms “financial” and “non-financial” to classify the
business growth and transformation (“PACTE”) and the Ordinance different types of objective used to determine the variable
of November 27, 2019 on the compensation of Corporate Officers portion of the Chief Executive Officer’s compensation;
in listed companies.
● the period over which one of the performance conditions for
Following shareholders’ votes at the Ordinary Shareholders’ long-term incentive plans is assessed has been increased to
Meeting held on May 14, 2019 and in order to continue improving three years;
disclosures about Corporate Officers’ compensation, the Group
● the level of achievement of the financial objectives used to

3
took account of shareholders’ remarks and of the
determine the annual variable portion is detailed for each
recommendations issued by the AMF and the AFEP-MEDEF when
objective;
preparing this section of the Universal Registration Document.
Examples of initiatives taken on this basis are as follows: ● the level of achievement of the conditions applicable to the
various vested long-term incentive plans is reported, along with
the number of performance shares and stock
purchase/subscription options awarded to and vested by the
Chief Executive Officer.

3.6.1 Compensation policy for Corporate Officers in 2020

(ex-ante vote)
Compensation policy for members of the Board of Directors
The members of the Company’s Board of Directors receive Directors’ compensation includes:
compensation in respect of their office (formerly known as
● a fixed (annual) portion in respect of their office as Director and, for
“Directors’ fees”). The maximum aggregate amount of the
Directors who are members of a Board Committee, a fixed portion
compensation package that can be awarded to members of the
in respect of those duties; and
Board is set at the Shareholders’ Meeting based on a
recommendation of the Board of Directors, itself acting on a ● a variable portion that takes into account Directors’ attendance
recommendation of the Nomination & Compensation Committee, at meetings of the Board and, for those Directors who are
taking into account the Company’s best interests and studies members of a committee, of its committees.
benchmarking compensation paid to Directors in French and
international companies of a similar scale. Each year, the Directors appointed during a given year collect an annual fixed pro
Nomination & Compensation Committee assesses whether the rata amount.
amount of this package is appropriate given the number and The compensation policy applicable to each Director does not
length of Board and Committee meetings and the number of provide for any criteria based on individual performance. To
Directors. comply with the recommendations of the AFEP-MEDEF Code, the
The maximum aggregate amount of the Directors’ compensation method for awarding compensation to Directors was defined by
package is applicable until otherwise decided by the Shareholders’ the Board at its meeting of December 11, 2014 in order to make
Meeting. the major part of the compensation variable, dependent on
attendance and participation in Board Committees.
Exceptionally, the Board may allocate compensation for one-off
engagements entrusted to the Board members. Any such Compensation is allocated to Directors in accordance with the
compensation is deducted from operating expenses and subject to rules of allocation decided by the Board of Directors.
approval by the Ordinary Shareholders’ Meeting. No exceptional In 2020, the basis for allocating compensation to the Directors will
engagements were carried out in 2019. be the same as in 2019:
The annual maximum amount of Directors’ compensation that can
be awarded to members of the Board of Directors was set at Directors
€1,000,000 at the Ordinary Shareholders’ Meeting of ● Fixed annual(1) amount of €15,000 per Director;
May 16, 2017 and has not changed since. The total amount paid in
respect of 2019 was €742,161. ● Attendance: €2,250 per Board of Directors’ meeting.

The residual balance of the Directors’ compensation package may Committee chairs
be allocated among all of the Board members according to the
percentage of the aggregate award initially allocated to each ● Fixed annual(1) amount of €20,000 (€40,000 for the Audit &
member, on the basis described above. As for the previous year, Risk Committee);
the Board of Directors decided not to allocate the residual balance ● Attendance: €2,000 per Committee meeting.
of the compensation package for 2019, representing €257,839.

(1) Applied pro rata if offices are taken up or terminated during the year.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 177

3 Corporate governance
3.6 Corporate Officers’ compensation

Committee members The Chairman of the Board is not eligible for any benefits in-kind,
(1) pension scheme, termination benefit or non-competition
● Fixed annual amount of €7,500 per member;
indemnity.
● Attendance: €2,000 per Committee meeting.
The compensation policy applicable to the Chairman of the Board
The compensation policy does not provide for any share-based does not include any clawback clause for variable compensation.
payments (i.e., stock subscription/purchase option or performance
The Chairman of the Board of Directors’ compensation for 2020 is
share awards), and no clawback clause exists for variable
the same as in 2019:
compensation.
● annual fixed portion of €220,000; and
● compensation in respect of his office as Director and his duties
Compensation policy for the Chairman as member of various Board Committees awarded in
of the Board of Directors accordance with the compensation policy for Directors.

Since March 8, 2017, the compensation of the Chairman of the

Board of Directors comprises: Chief Executive Officer compensation policy
● a fixed portion determined by the Board of Directors, following
a recommendation by the Nomination & Compensation This section presents the compensation policy for the Chief
Committee, in line with the principles described above for Executive Officer for the financial year ended December 31, 2020.
Directors and in particular with the responsibilities allocated to The components relating to 2020 will be submitted for approval
the Chairman, his experience and market practices. As of to the Ordinary Shareholders’ Meeting called to approve the 2019
March 8, 2017, the annual fixed portion is €220,000; financial statements.

● compensation in respect of his office as Director and his duties The payment in 2021 of the variable portion of the compensation
within various Board Committees (formerly known as for 2020 is subject to the approval of the 2021 Ordinary
“Directors’ fees”), including a fixed portion and a variable Shareholders’ Meeting.
portion and allocated in line with the rules for allocation In view of the demanding objectives underpinning annual
decided by the Board of Directors following a recommendation performance-based variable compensation, no clawback clause is
of the Nomination & Compensation Committee and presented necessary.
above in “Compensation policy for members of the Board of
Directors”.
In compliance with the recommendations set out in the
AFEP-MEDEF Code for companies where the roles of Chairman of
the Board of Directors and Chief Executive Officer are separate,
the Chairman is not entitled to any variable or extraordinary
compensation or any long-term incentive plans (i.e., stock
subscription/purchase options or performance shares).

(1) Applied pro rata if offices are taken up or terminated during the year.

178 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.6 Corporate Officers’ compensation

Governance
In compliance with the principles of the compensation policy, the Nomination & Compensation Committee applies a strict process when
preparing executive compensation so as to enable the Board of Directors to make an informed decision:

PROPOSITION BY THE NOMINATION

& COMPENSATION COMMITTEE AND DIALOGUE WITH SHAREHOLDERS
DECISION TAKEN BY THE BOARD OF DIRECTORS
Executive compensation benchmarking: The heads of Investor Relations and
Benchmarking of Corporate Officers’ Legal Affairs & Audit and the Chairman of
the Board of Directors liaise with the Group’s

3
compensation compared to the market.
shareholders and voting advisors.
Definition of compensation components
and criteria: Continual efforts are made to improve
Definition of the structure of the variable communication of the various principles
portion. The objectives determining the annual underlying executive compensation in order
variable portion of compensation are defined to facilitate shareholder disclosure.
at the beginning of the year in line with
Bureau Veritas’ key growth drivers.

SHAREHOLDER VOTE

Approval of the compensation policy by

the Shareholders’ Meeting.

Aims and principles of the compensation policy

The compensation policy has three main aims:

REWARD
PERFORMANCE

ALIGN
COMPENSATION STAKEHOLDERS’
POLICY INTERESTS

ATTRACTIVENESS
& COMPETITIVENESS

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 179

3 Corporate governance
3.6 Corporate Officers’ compensation

The compensation policy is based on the following general principles:

1. Balance and clarity
The Chief Executive Officer’s compensation consists of clearly established components, each linked to a specific objective:

ITEMS EXCLUDED
COMPONENT OF COMPENSATION OBJECTIVE
FROM COMPENSATION

● To recognize and reward the

responsibilities relating to the position.
It is based on the importance
and scope of the function.
Annual fixed compensation ● Each year, this portion is compared No employment contract.
with the practices of French and
international companies with
comparable challenges, characteristics
and environments.

● To motivate and reward the

Annual variable portion achievement of annual financial and No extraordinary compensation.
non-financial objectives.

● To reinforce executive motivation and

foster loyalty while helping to align the
Long-term incentive plans: Executive's interests with those of the
Group and its shareholders.
● Awards of stock subscription/purchase
● Implementation of these plans No discount applied to these awards.
options and performance shares;
is subject to approval of the
● Holding requirements. corresponding resolutions at the
Shareholders' Meeting and to
decisions of the Board of Directors.

Other benefits:
● To provide access to healthcare and
● Benefit plans; No supplementary pension scheme.
death & disability coverage.
● Company car.

Termination benefit linked to

the position of Corporate Officer ● Limited and subject to the No contractual termination benefit.
(not applicable in the event of achievement of performance
resignation, non-renewal of tenure, conditions. No contractual non-competition clause.
retirement or dismissal for misconduct).

2. Proportionality and consistency

The policy, mechanisms and levels of compensation awarded to Based on a recommendation of the Nomination & Compensation
the Chief Executive Officer are set consistently with those Committee, and in the event that unforeseeable circumstances not
applicable to the Group’s other executives and managers. reflected in the objectives have had a significant favorable or
unfavorable impact on the level of achievement of one or more
Each year, the Nomination & Compensation Committee reviews
performance criteria, the Board of Directors may use its
and assesses the appropriateness of the compensation packages
discretionary power of judgment in determining the components of
and particularly the criteria relating to the award of variable
the Chief Executive Officer’s variable compensation. This provision
compensation for the coming year.
enables the Board of Directors to ensure consistency between the
To do so, it considers: application of the compensation policy, the Chief Executive
Officer’s performance and the Group’s actual performance. If
● the Group’s long-term objectives; necessary, the Board of Directors will provide information as to
● the creation of shareholder value; how it used its discretionary power to determine the components
of the Chief Executive Officer’s variable compensation.
● the market benchmarking conducted each year with the
assistance of external consultants based on French and 3. Simplicity and understandability
international companies;
The rules governing the Chief Executive Officer’s compensation
● input from shareholders, investors, and voting advisors; are simple by choice.
● the recommendations of the AMF and the applicable Corporate Each year, the Nomination & Compensation Committee
Governance Code (AFEP-MEDEF Code). recommends financial and non-financial performance criteria and
specific levels of objectives to the Board of Directors. The criteria
and levels selected are consistent with those of the Group’s
strategic plan.

180 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.6 Corporate Officers’ compensation

Implementation of the Chief Executive Officer Long-term incentive plan

compensation policy for 2020 (ex-ante) Bureau Veritas’ long-term incentive policy is determined by the
Board of Directors, on the basis of the recommendation of the
At its meeting of February 26, 2020, and on the recommendation Nomination & Compensation Committee in the context of
of the Nomination & Compensation Committee, the Board of resolutions adopted at the Ordinary and Extraordinary
Directors set the compensation policy applicable to the Chief Shareholders’ Meeting. The policy concerns the consideration
Executive Officer for 2020. offered if ambitious growth objectives are met. It is directly
It is based on the general principles, presented above, for aligned with shareholders’ best interests and the achievement of
determining the compensation of Corporate Officers and the Chief objectives in line with Bureau Veritas’ strategic plan.
Executive Officer. The policy is designed to attract, retain and motivate
high-performing employees who play an important role in the
Annual fixed portion Group’s long-term performance within Bureau Veritas and
throughout the world. It is made up of a long-term incentive plan,
The Chief Executive Officer’s basic salary was determined in which is granted annually at the same time of year and composed

3
relation to the scope of the position and the practices of French of a grant of stock subscription or purchase options and/or
and international groups with similar revenue, market performance shares.
capitalization and challenges to those of Bureau Veritas.
To align the best interests of all Group executive officers with
On the recommendation of the Nomination & Compensation Company strategy, and in compliance with the recommendations
Committee, the amount of the Chief Executive Officer’s annual of the AFEP-MEDEF Code, these grants are conditional on meeting
fixed compensation has been confirmed by the Board of Directors the short- and medium-term objectives derived from the strategic
for 2020. It amounts to €900,000 and is unchanged since 2015. plan and relating to the creation of shareholder value in the
medium term (three to five years).
Annual variable portion In 2020, awards of stock options and performance shares will be
subject to:
The target amount of annual variable compensation for 2020 and
the percentage of the maximum compensation remain unchanged. ● a presence condition; and
The financial criteria for 2020 comprise objectives of organic ● two performance conditions: the Group’s AOP for 2020 and the
growth, Adjusted Operating Profit (“AOP”) and net financial Group’s adjusted operating margin (ratio of Group AOP to
debt/EBITDA adjusted ratio. The targets have been defined in revenue), now covering a period of three years (i.e., 2020, 2021
detail but are not disclosed for confidentiality reasons. and 2022). The condition based on the Group’s adjusted
operating margin for 2020, 2021 and 2022 applies to the
The non-financial criteria are mainly focused on the launch and number of options and performance shares determined
initial phases of the Group’s next strategic plan (to be deployed according to the level of achievement of the AOP condition for
from 2020), the innovation and digitalization push across the 2020.
Group, the preparation of the management team, and the
improvement of Corporate Social Responsibility (CSR). As for plans awarded in previous years, the performance
conditions are particularly tough insofar as the condition based on
The annual variable portion of the Chief Executive Officer’s the Group’s adjusted operating margin for 2020, 2021 and 2022
compensation represents 100% of the fixed portion if the financial applies to the number of options and shares determined according
and non-financial objectives are met in full. to the level of achievement of the AOP condition for the first year
As of January 1, 2020, financial criteria represented 60% of the of the plan, and subsequently to the number resulting from the
variable portion and non-financial criteria 40%. level of achievement of the margin condition for each of the three
years of the plan.
Net financial debt/EBITDA
7 065 adjusted ratio The level of achievement of each of the performance conditions
CSR policy therefore has an impact on the level of achievement of the
AOP
20%
2023
previous condition, and cannot be caught up in the following year.
10
% strategic plan
20
%
10 The long-term incentive plans represent around 55% of the Chief
% l Innovation Executive Officer’s total gross annual compensation each year,
%

60 anciaia No & Group

in riter n digitalization  with awards subject to a three-year deferred vesting period and
40 nancia

10

BLE PORT
F

-fi iter

c
RIA IO
% ial
cr

Organic achievement of the performance conditions. The Board of

VA N
20%

growth
Preparation of
Directors noted that plans awarded in June 2019 and after would
10%

the next management

team vest after the end of the Chief Executive Officer’s current term of
2020
office, i.e., after February 28, 2022. In accordance with its
long-term compensation policy aimed at enhancing motivation
FIX
and aligning compensation with the interests of the Group and its
E D P O RT I O N shareholders, and in order to ensure a consistent level of
compensation for the Chief Executive Officer until the end of his
term of office, at the time of the June 21, 2019 award the Board
50% of Directors decided to remove the presence condition for future
plans (2019 and 2020). The removal of the presence condition
applies in the event the Chief Executive Officer retires at the end
of his current term of office, or if his term of office is terminated
(unless said termination is due to gross misconduct) during the
vesting period.
The Chief Executive Officer may be granted stock subscription or
purchase options and/or performance shares each year under
plans decided by the Board of Directors in favor of certain Group
executives. Stock subscription or purchase options and/or

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 181

3 Corporate governance
3.6 Corporate Officers’ compensation

performance shares granted to him in this regard are subject to financial years preceding the termination of his term of office. The
the same terms and conditions as those granted to the other Margin is calculated as the ratio of AOP to revenue, before tax.
beneficiaries of the plans.
In respect of each of the two financial years concerned by the
In 2020, as in previous years, on the recommendation of the performance condition, the Chief Executive Officer is entitled to a
Nomination & Compensation Committee, the Board of Directors benefit that could reach a maximum of half the Target Amount,
will consider implementing a stock subscription or purchase option calculated as follows:
and/or performance share plan, of which the Chief Executive
● if the Margin for the financial year is less than or equal to 15%,
Officer would be one of the beneficiaries.
no benefit is paid in respect of that year;
The Chief Executive Officer’s compensation for 2020 in the form
● if the Margin for the financial year is greater than or equal to
of performance shares and stock subscription or purchase options
16%, a benefit equal to half the Target Amount is paid in
is estimated at between 110% and 120% of his gross annual
respect of that year;
compensation (fixed and annual variable portions). In light of the
macroeconomic climate and market volatility, this estimate is ● if the Margin for the financial year is between 15% and 16%,
based on forecasts that may change over time. the benefit in respect of that year will be equal to a percentage
(between 0% and 100%, calculated by linear interpolation
On May 14, 2019, the Annual Shareholders’ Meeting approved the
applied to half of the Target Amount).
resolutions authorizing the Board of Directors to grant
performance shares and/or stock subscription or purchase options The total awarded benefit is equal to the sum of the benefits
to Group employees and/or Executive Corporate Officers, with a calculated for each of the two financial years preceding the year
maximum percentage that can be granted to Executive Corporate of the Chief Executive Officer’s departure.
Officers in the form of a grant sub-ceiling.
The Board of Directors determines whether the performance
In the event of a change in control of the Company, the allocation condition has been met at the time of termination, prior to any
terms and conditions provided for in the plan regulations would payment.
remain unchanged. In addition, the plan regulations do not provide
for accelerated vesting of performance shares or early exercise of No benefit is paid if the Chief Executive Officer leaves of his own
stock options in the event of a change in control. accord. Similarly, the benefit is not payable in case of retirement
or if the termination is as a result of proven misconduct.

Deferred commitments The termination benefit commitment granted to Didier

Michaud-Daniel was authorized by the Board of Directors at its
In accordance with the recommendations of the AFEP-MEDEF Code, meeting of March 8, 2017 and approved by the Shareholders’
the Chief Executive Officer does not have an employment contract Meeting of May 16, 2017, when his term of office was renewed.
and his compensation is linked entirely to his corporate office. This commitment replaces the previous one authorized by the
Board of Directors at its meeting of February 22, 2012 and
The deferred commitment package awarded to the Chief
approved by the Shareholders’ Meeting of May 31, 2012.
Executive Officer is limited to a termination benefit relating to his
corporate office, which is paid if he is forced to leave the The Chief Executive Officer is not entitled to supplementary
Company, except in the case of proven misconduct. (defined benefit or defined contribution) pension benefits or a
non-competition indemnity.
This commitment is not likely to be modified until the next
renewal of the Chief Executive Officer’s term of office.
The termination benefit is equal to no more than the total fixed and
Benefits in-kind
variable compensation received in the 12 months preceding the The Chief Executive Officer is entitled to a company car and is
termination of his term of office, plus the amount of his latest eligible for the same benefit plans as the Group’s other executive
variable compensation (the “Target Amount”). Pursuant to managers and employees.
article L. 225-42-1 of the French Commercial Code, payment is
contingent on a performance condition linked to the level of margin In 2020, the Chief Executive Officer continues to be entitled to the
achieved by the Company (the “Margin”) for each of the two same benefits in-kind (company car and benefit plan) as in 2019.

182 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.6 Corporate Officers’ compensation

3.6.2 Compensation paid or awarded to members of the Board

of Directors in 2019 (report on compensation – ex-post vote)
TABLE SHOWING COMPENSATION PAID OR AWARDED IN 2019 TO DIRECTORS IN RESPECT OF THEIR OFFICE
(AFEP-MEDEF/AMF TABLE 3)
The table below shows the compensation awarded and paid to members of the Board of Directors by Bureau Veritas and by any Group
company for the 2018 and 2019 financial years in accordance with the compensation policies for members of the Board of Directors and
for the Chairman of the Board of Directors, respectively, as described in section 3.6.1 of this Universal Registration Document. For each
Director, the compensation includes the annual fixed portion applied pro rata and the variable portion taking into account the attendance
rate. With the exception of the fixed compensation paid to the Chairman of the Board of Directors since March 8, 2017, no other
compensation has been received by the Directors from Bureau Veritas or any other Group company.

3
Compensation in respect Percentage Other compensation
of an office as Director of variable (fixed compensation)
compensation
Member of the Board of Directors Awarded for 2018, Awarded for 2019, in respect of an Paid in respect Paid in respect
(in €) paid in 2019 paid in 2020 office as Director of 2018 of 2019
Aldo Cardoso(a) 127,000 128,000 45% 220,000 220,000
André François-Poncet(b) 75,500 67,000 48%
Stéphanie Besnier 59,000 54,500 59% - -
Claude Ehlinger 80,500 56,428 56% - -
Ana Giros Calpe 52,750 52,500 57% - -
Ieda Gomes Yell 82,500 63,233 60% - -
Siân Herbert-Jones 57,000 54,500 59% - -
Pascal Lebard 86,377 86,500 51% - -
Lucia Sinapi-Thomas 56,750 50,250 55% - -
Philippe Lazare(c) 8,240 45,767 57% - -
(d)
Frédéric Sanchez N/A 16,284 41% - -
Jérôme Michiels(e) N/A N/A N/A - -
Pierre Hessler 78,623 23,682 54% - -
Stéphane Bacquaert 33,000 43,517 55% - -
Total 822,000(f) 742,161(f) 54% 220,000 220,000
(a) The fixed portion of compensation due to Aldo Cardoso in respect of his office as Director is slightly greater than the variable portion, insofar as he also serves as
Chairman of the Audit & Risk Committee (for which the annual compensation is €40,000).
The Board of Directors’ meeting of March 8, 2017, acting on a recommendation of the Nomination & Compensation Committee, decided to award Aldo Cardoso
annual fixed compensation of €220,000 in respect of his office as Chairman of the Board of Directors.
(b) The fixed portion of compensation due to André François-Poncet in respect of his office as Director is slightly greater than the variable portion, since he also
serves as Chairman of the Strategy Committee (for which the annual fixed compensation is €20,000).
(c) Philippe Lazare took office on October 3, 2018, after he was co-opted at the Board of Directors’ meeting held on the same day.
(d) Frédéric Sanchez took office on May 14, 2019, after his appointment was approved at the Shareholders’ Meeting held on the same day. Owing to the application
of the compensation criteria on a pro rata basis and the number of meetings attended since his appointment, the fixed portion of compensation due to Frédéric
Sanchez is greater than the variable portion.
(e) Jérôme Michiels took office on December 19, 2019, after he was co-opted at the Board of Directors’ meeting held on the same day.
(f) The annual amount of compensation awarded to members of the Board of Directors was set at €1,000,000 at the Ordinary and Extraordinary Shareholders’
Meeting held on May 16, 2017.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 183

3 Corporate governance
3.6 Corporate Officers’ compensation

3.6.3 Compensation paid or awarded to the Chairman of the Board

of Directors in 2019 (report on compensation – ex-post vote)
Annual fixed portion Compensation awarded for 2019 and paid
in 2020
In accordance with the 2019 compensation policy for the
Chairman of the Board of Directors, which is described in In accordance with the 2019 compensation policy for Directors,
section 3.6.1 of this Document and unchanged from 2018, Also Cardoso received compensation in respect of his office as
Director and his duties within various Board Committees in 2019
Aldo Cardoso received an annual fixed portion of €220,000 for
2019 in his capacity as Chairman of the Board of Directors of (formerly known as “Directors’ fees”). This was approved on
Directors. December 19, 2019 by the Board of Directors in line with the rules
for allocation decided by the Board of Directors and presented
above in section 3.6.1, “Compensation policy for members of the
Board of Directors”.
Compensation in respect of his office Compensation awarded for 2019 and paid in 2020 amounts to
as Director and his duties as member of various €128,000.
Board Committees In compliance with the recommendations set out in the
AFEP-MEDEF Code for companies where the roles of Chairman of
Compensation awarded for 2018 and paid the Board of Directors and Chief Executive Officer are separate,
in 2019 the Chairman is not entitled to any variable or extraordinary
compensation or any long-term incentive plans (i.e., stock
In accordance with the 2018 compensation policy for Directors,
subscription/purchase options or performance shares).
Also Cardoso received compensation in respect of his office as
Director and his duties within various Board Committees in 2018 The Chairman of the Board is not eligible for any share-based
(formerly known as “Directors’ fees”). This was approved on compensation, benefits in-kind, pension scheme, termination
December 19, 2018 by the Board of Directors in line with the rules benefit or non-competition indemnity.
for allocation decided by the Board of Directors and presented
above in section 3.6.1, in “Compensation policy for members of
the Board of Directors”. Equity pay ratio
The total compensation paid in 2019 in respect of 2018 was The equity pay ratio between the compensation of the Corporate
€127,000. Officers and the average and median compensation of Bureau
Veritas employees is set out in section 3.6.5 – Say on Pay.
In compliance with the recommendations set out in the
AFEP-MEDEF Code for companies where the roles of Chairman of
the Board of Directors and Chief Executive Officer are separate,
the Chairman is not entitled to any variable or extraordinary
compensation or any long-term incentive plans (i.e., stock
subscription/purchase options or performance shares).
The Chairman of the Board is not eligible for any share-based
compensation, benefits in-kind, pension scheme, termination
benefit or non-competition indemnity.

184 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.6 Corporate Officers’ compensation

3.6.4 Compensation paid or awarded to the Chief Executive Officer

in 2019 (report on compensation – ex-post vote)
Chief Executive Officer compensation for 2019
Annual fixed portion
The annual fixed compensation due to the Chief Executive Officer for 2019 amounts to €900,000 and is unchanged since 2015.

Variable portion
The annual variable portion of the Chief Executive Officer’s 2019 at 100% of his fixed compensation, capped at 150% of the
compensation represents 100% of the fixed portion if the financial target variable portion (i.e., 150% of the fixed portion).

3
and non-financial objectives are met in full. As of January 1, 2019,
At its meeting of February 26, 2020, the Board of Directors
financial criteria represented 60% of the variable portion and
determined, on the recommendation of the Nomination &
non-financial criteria 40%.
Compensation Committee, the level of achievement to be taken
On the recommendation of the Nomination & Compensation into account for the calculation of Didier Michaud-Daniel’s annual
Committee, the Board of Directors decided on February 27, 2019 variable compensation.
to set Didier Michaud-Daniel’s target variable compensation for

It therefore set Didier Michaud-Daniel’s annual variable compensation for 2019 at 117.5% of the target compensation, or €1,057,268,
based on the following:

Criteria Weighting Assessment Achievement rate

Group organic growth 20% Significantly above target 142.9%
Financial objectives
Group AOP 20% Slightly below target 98.5%
(60%)
Net financial debt/EBITDA adjusted ratio 20% Significantly above target 150%
Total financial criteria 130.5%
Group digitalization 12.5% Slightly below target
Non-financial objectives 2020 strategic plan and Group transformation 12.5% On target
98%
(40%) Preparation of the 2020 Management team 10% On target
Corporate Social Responsibility (CSR) 5% On target
TOTAL 117.5%

The level of achievement required for financial criteria and the details of non-financial criteria are specifically defined by the Board of
Directors but cannot be disclosed for confidentiality reasons.

Financial criteria The extent to which the Group’s AOP target has been met, at the
budgeted rate and excluding non-budgeted acquisitions, is
The financial criteria chosen for 2019 by the Board of Directors at assessed as follows:
its meeting of February 27, 2019, on the recommendation of the
Nomination & Compensation Committee, were organic growth for ● if AOP is less than or equal to 90% of budgeted AOP, the bonus
20%, Adjusted Operating Profit (“AOP”) for 20% and the net paid for this objective is 0%;
financial debt/EBITDA adjusted ratio for 20%. ● if AOP is between 90% and 100% of budgeted AOP, the bonus
For the objective relating to the Group’s organic growth, the level paid for this objective is calculated on a proportional basis;
of achievement is assessed as follows: ● if AOP is equal to budgeted AOP, the bonus paid for this
● if actual organic growth is less than or equal to the minimum objective is 100%;
target level, the bonus paid for this objective is 0%; ● if AOP is greater than budgeted AOP, a coefficient is then
● if actual organic growth is between the minimum target level applied based on the following example: if achieved AOP
and the target level, the bonus paid for this objective is represents 101% of budgeted AOP = application of a 105%
calculated on a proportional basis; coefficient. The bonus paid for this objective is capped at 200%.

● if actual organic growth is equal to the target level, the bonus For the objective relating to the net financial debt/EBITDA
paid for this objective is 100%; adjusted ratio, the level of achievement is assessed as follows:

● if actual organic growth is higher than the target level, the ● if the net financial debt/EBITDA adjusted ratio is greater than or
bonus paid for this objective is calculated on a proportional equal to the minimum target level, the bonus paid for this
basis and capped at 200%. objective is 0%;

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 185

3 Corporate governance
3.6 Corporate Officers’ compensation

● if the net financial debt/EBITDA adjusted ratio is between the The lock-up period is three years for stock subscription and
target level and the maximum target level, the bonus paid for purchase options and the vesting period is three years followed by
this objective is calculated on a proportional basis; a mandatory holding period of two years for performance shares.
Since 2016, performance share plans have a three-year vesting
● if the net financial debt/EBITDA adjusted ratio is equal to the
period and no holding period. At its meeting of February 27, 2019,
target level, the bonus paid for this objective is 100%;
the Board of Directors decided to convert the stock purchase
● if the net financial debt/EBITDA adjusted ratio is less than or option plans for the years 2015 to 2018 into stock subscription
equal to the target level, the bonus paid for this objective is option plans.
150%.
No discount is applied when such shares are granted.
The achievement levels required on financial criteria for the
In addition to the prohibition referred to in the stock subscription
purpose of determining the variable portion of the Chief Executive
or purchase option and performance share plans, the Chief
Officer’s compensation are defined in detail but are not disclosed
Executive Officer has formally agreed not to use hedging
for confidentiality reasons.
instruments on options, on the shares resulting from the exercise
If the objectives for the quantifiable portion are exceeded, the of options or on performance shares throughout his term of office.
total variable portion is capped at 150% of the target variable He is also required to observe the restrictions regarding closed and
portion (i.e., 150% of the fixed portion). black-out periods. The long-term incentive plans represent around
55% of the Chief Executive Officer’s total gross annual
compensation each year, with awards subject to a three-year
Non-financial criteria deferred vesting period and achievement of the performance
The non-financial criteria relate to the implementation of the conditions. At its meeting of June 21, 2019 approving the 2019
2020 strategic plan and include: plan, the Board of Directors decided to remove the presence
condition in the event the Chief Executive Officer retires at the
● acceleration of the Group’s digitalization (12.5%); end of his current term of office or if his term of office is
● finalization of the 2020 strategic plan, and preparation of the terminated (unless said termination is due to gross misconduct)
Group’s future strategic orientation and transformation goals during the vesting period.
(12.5%); General holding requirements:
● preparation of the management team (10%); Pursuant to articles L. 225-185 and L. 225-197-1 of the French
● improving corporate social responsibility (5%). Commercial Code and with the recommendations of the
AFEP-MEDEF Code, the Board of Directors decided, on the
The non-financial portion is assessed between 0% and 100%, recommendation of the Nomination & Compensation Committee,
depending on the extent to which these individual objectives have that for the performance shares and stock subscription/purchase
been met, and cannot exceed 100%. options granted on June 21, 2019, the Chief Executive Officer is
Net financial debt/EBITDA
required to retain in registered form at least 5% of the shares
adjusted ratio resulting from the exercise of these options and at least 20% of
CSR
the performance shares vested until the expiration of his
20% 2020 strategic plan
AOP 5% and Group transformation corporate office within the Group.
% 12
20 .5%
%
Awards of stock options and performance shares are subject to:
60 ncial Group
a ia No digitalization
Fin riter a presence condition; and
12

●
c BLE PORT
40 nanca

.5%
n- rite

RIA IO
c
fi ri
% ial

Organic
VA N
20%

growth ● two performance conditions: the Group’s AOP for 2019 and the
Preparation of the
10%

2020 management Group’s adjusted operating margin (ratio of AOP to revenue) for
team
2019 2020 and 2021.
The performance conditions applicable to the long-term incentive
plan are described in section 3.6.6, page 194.
FIX
E D P O RT I O N

Deferred commitments
50%
In 2019, Didier Michaud-Daniel was entitled to the termination
benefit described in section 3.6.1, page 182.

Benefits in-kind
Long-term incentive plan The Chief Executive Officer is entitled to a company car and is
For 2019, the performance conditions for stock subscription or eligible for the same benefit plans as the Group’s other executive
purchase options and performance shares are the extent to which managers and employees.
the Group’ Adjusted Operating Profit (AOP) target has been met
for the year of the grant and the Group’s adjusted operating Equity pay ratio
margin (AOP/revenue ratio) target for the next two financial
years. Depending on the extent to which these objectives are The equity pay ratio between the compensation of the Chief
attained, the Chief Executive Officer may exercise/vest between Executive Officer and the average and median compensation of
0% and 100% of the options/shares granted. Bureau Veritas employees is set out in section 3.6.5 – Say on Pay
(ex-post vote).

186 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.6 Corporate Officers’ compensation

3.6.5 Say on Pay (ex-post vote)

Tables summarizing the components of compensation paid in or awarded for 2019 to the Chief
Executive Officer and the Chairman of the Board of Directors, to be submitted to an ex-post vote
at the Shareholders’ Meeting to approve the financial statements for the year ended
December 31, 2019

78% OF TOTAL GROSS ANNUAL COMPENSATION

In euros IS LINKED TO GROUP PERFORMANCE
5,000,000 22%
Fixed
4,500,000 compensation

3
4,000,000

3,500,000
2,167,200
3,000,000 2,167,200

2,500,000 2019
2,000,000
1,350,000
1,500,000 1,057,268

1,000,000

500,000 900,000 900,000 900,000

52% 26%
Long-term Variable
incentive compensation
0
Minimum 2019 total Maximum
compensation
Fixed compensation
Variable compensation
Long-term incentive

TABLE SUMMARIZING THE COMPONENTS OF COMPENSATION OF DIDIER MICHAUD-DANIEL, CHIEF EXECUTIVE

OFFICER, PAID IN OR AWARDED FOR 2019

Amounts or accounting
valuation submitted to a vote Details
Fixed compensation €900,000 On the recommendation of the Nomination & Compensation Committee, the
Board of Directors decided on February 27, 2019 to set the gross annual fixed
Target variable compensation €900,000
compensation and the target variable compensation of the Chief Executive
Officer at €900,000. Annual fixed compensation has remained unchanged since
2015.
Annual variable compensation €1,040,445 At its meeting of February 27, 2019, the Board of Directors, on the
awarded for 2018 and paid in recommendation of the Nomination & Compensation Committee, noted that
2019 the achievement rates for financial and non-financial criteria were respectively
129.3% and 95.0% of the annual fixed compensation due to Didier
Michaud-Daniel for 2018 and, as a result, set the Chief Executive Officer’s
variable compensation for 2018 at 115.6% of his annual fixed compensation for
the same year, i.e., €1,040,445. The level of achievement of the financial and
non-financial criteria was assessed by the Board of Directors, on the
recommendation of the Nomination & Compensation Committee, in accordance
with the terms and conditions described in the table in section 3.2.2, page 179,
of the 2018 Registration Document. Annual variable compensation for 2018
paid in 2019 following approval of the Shareholders’ Meeting of May 14, 2019
(10th resolution – ex-post vote) amounted to €1,040,445.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 187

3 Corporate governance
3.6 Corporate Officers’ compensation

Amounts or accounting
valuation submitted to a vote Details
Annual variable compensation €1,057,268 At its meeting of February 26, 2020, the Board of Directors, on the
awarded for 2019 and paid in recommendation of the Nomination & Compensation Committee, noted that
2020 the achievement rates for financial and non-financial criteria were respectively
130.5% and 98% of the annual fixed compensation due to Didier
Michaud-Daniel for 2019 and, as a result, set the Chief Executive Officer’s
variable compensation for 2019 at 117.5% of his annual fixed compensation for
the same year, i.e., €1,057,268. The level of achievement of the financial and
non-financial criteria was assessed by the Board of Directors, on the
recommendation of the Nomination & Compensation Committee, in accordance
with the terms and conditions described in the table in section 3.6.4, page 185,
of this Universal Registration Document. Payment of the Chief Executive
Officer’s variable compensation for 2019 is subject to the approval of the
Shareholders’ Meeting to be held to approve the financial statements for the
year ended December 31, 2019 (ex-post vote).
Deferred variable compensation N/A No deferred variable compensation.
Multi-annual variable N/A No multi-annual variable compensation.
compensation
Extraordinary compensation N/A No extraordinary compensation.
Stock subscription/purchase €2,167,200 On the recommendation of the Nomination & Compensation Committee, the
options, performance shares and (accounting amount) Board of Directors decided on June 21, 2019 to grant 240,000 stock
any other long-term subscription/purchase options (valued at €561,600) and 80,000 performance
compensation shares (valued at €1,605,600) to the Chief Executive Officer as part of its policy
to make annual grants to Executive Management (in application of the 19th and
20th resolutions adopted at the Ordinary and Extraordinary Shareholders’
Meeting of May 14, 2019).
The grants are subject to two performance conditions: (i) the Group’s AOP for
2019 and (ii) the Group’s adjusted operating margin (ratio of Group AOP to
Group revenue) for 2020 and 2021. The condition based on the Group’s
adjusted operating margin for 2020 and 2021 applies to the number of options
and performance shares determined according to the level of achievement of
the AOP condition for 2019.
Details of the performance criteria, vesting conditions and holding requirements
are presented in section 3.6.4, page 186, of this Universal Registration
Document. The dilutive effect of the stock subscription/purchase options and
performance shares granted to Didier Michaud-Daniel is limited (respectively
0.05% and 0.02% of the share capital of Bureau Veritas).
In 2019, 12,000 performance shares (valued at €211,800) and 36,000 stock
subscription/purchase options (valued at €84,600) resulting from the
June 21, 2016 plans vested for Didier Michaud-Daniel.
Compensation in respect of an N/A Didier Michaud-Daniel does not receive any compensation in respect of an office
office as Director as Director of the Company.
Benefits in-kind €12,316 A company car is made available to Didier Michaud-Daniel and he is entitled to
the same benefit plans as the Group’s other executive managers and
employees.
Termination benefits No payment As part of the commitment authorized by the Board of Directors’ meeting of
March 8, 2017 and approved by the Ordinary Shareholders’ Meeting of
May 16, 2017 (5th resolution), Didier Michaud-Daniel is entitled to a termination
benefit for an amount not exceeding the fixed compensation received by him in
the 12 calendar months preceding his termination date plus the most recent
variable compensation paid. The performance conditions, entitlement criteria
and payment methods are described above, in section 3.6.1, page 181, of this
Universal Registration Document.
Non-competition indemnity N/A Didier Michaud-Daniel is not entitled to a non-competition indemnity.
Supplementary pension scheme N/A Didier Michaud-Daniel is not entitled to a supplementary pension scheme.

188 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.6 Corporate Officers’ compensation

TABLE SUMMARIZING THE COMPONENTS OF COMPENSATION PAID IN OR AWARDED FOR 2019 TO

ALDO CARDOSO, CHAIRMAN OF THE BOARD OF DIRECTORS

Amounts submitted to a vote Details

Fixed compensation €220,000 On the recommendation of the Nomination & Compensation Committee, the
Board of Directors decided on March 8, 2017 to set the gross annual fixed
compensation of the Chairman of the Board of Directors at €220,000. The total
amount paid to Aldo Cardoso in respect of 2019 was €220,000. In 2020, the
annual fixed compensation will remain unchanged.
Compensation paid in 2019 €127,000 Aldo Cardoso was awarded compensation of €127,000 for 2018 in respect of
in respect of his office as his office as Director and his duties as member of various Board Committees.
Director and his duties as This amount, paid in 2019, was calculated in accordance with the rules for
member of various Board allocating the Directors’ compensation package set by the Board of Directors.
Committees in 2018

3
Compensation awarded €128,000 The Board of Directors decided on December 19, 2019 to award Aldo Cardoso
in 2019 and paid in 2020 compensation of €128,000 in 2019 in respect of his office as Director and his
in respect of his office as duties as member of various Board Committees. This amount, to be paid in
Director and his duties as 2020, was calculated in accordance with the rules for allocating the Directors’
member of various Board compensation package set by the Board of Directors.
Committees

Equity pay ratio between the compensation of Corporate Officers and the average and median
compensation of Bureau Veritas employees
This presentation was set in accordance with French law Article L. 225-37-3 of the French Commercial Code refers to
no. 2019-486 of May 22, 2019 on business growth and employees of the listed company publishing a corporate
transformation (“PACTE”) with the aim of improving transparency governance report. However, as the employees of said company
on executive compensation. represent less than 1% of the Group’s employees in France, and in
order to ensure that the ratios presented are more relevant, the
The components of compensation for the Chief Executive Officer
scope adopted covers all employees in France on a full-time basis
represent components paid in or awarded for each year, i.e., fixed
who worked for the Group during the entire year in question. The
compensation and annual variable compensation paid and stock
components of compensation for employees represent
subscription/purchase options and performance shares awarded
components paid in or awarded for each year, i.e., fixed
in each year as measured at fair value in accordance with IFRS
compensation and annual variable compensation paid and stock
standards, and benefits in-kind.
subscription/purchase options and performance shares awarded
The components of compensation for the Chairman of the Board in each year as measured at fair value in accordance with IFRS
of Directors represent components paid for each year, i.e., fixed standards, contractual profit-sharing and benefits in-kind.
compensation and compensation awarded each year in respect of
his office as Director and his duties as member of various Board
Committees (formerly known as “Directors’ fees”).

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 189

3 Corporate governance
3.6 Corporate Officers’ compensation

2019/2018 2018/2017 2017/2016 2016/2015 2015/2014

Chief Executive Officer
Ratio calculated based on the average
89.7 92.8 75.5 83.7 82.3
compensation of employees in France
Ratio calculated based on the median
112.9 115.5 94.5 105.3 102.4
compensation of employees in France
Chairman of the Board of Directors
Ratio calculated based on the average
7.6 8.3 5.6 1.2 1.2
compensation of employees in France
Ratio calculated based on the median
9.5 10.3 7.0 1.5 1.5
compensation of employees in France
Compensation paid or awarded
Compensation of the Chief Executive
4,119,962 4,226,065 3,401,375 3,713,317 3,508,260
Officer
Compensation of the Chairman
347,000 376,199(a) 250,834(a) 53,250 51,000
of the Board of Directors
Average compensation of employees
45,927 45,558 45,022 44,352 42,624
in France
Median compensation of employees
36,491 36,575 35,991 35,281 34,245
in France
Number of employees 6,686 6,550 6,658 6,839 6,781
(a) For the 2017/2016 and 2018/2017 financial years, the compensation amounts paid to Aldo Cardoso and Frédéric Lemoine were added together.

Background information
The target compensation (annual fixed and variable portion and Evolutions in the ratios shown for the Chief Executive Officer are
number of stock options and performance shares awarded) of the directly related to the Group’s performance and its share price and
Chief Executive Officer is unchanged since 2015. are reflected in the amount of annual variable compensation paid
and awarded.
Compensation paid to the former Chairman of the Board of
Directors (Frédéric Lemoine) consisted only of Directors’ fees. On
March 8, 2017, the Board of Directors introduced fixed
compensation for the Board Chairman (Aldo Cardoso).

190 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.6 Corporate Officers’ compensation

Evolution in the compensation paid to the Chief Executive Officer and in the performance
of Bureau Veritas
The graph below shows the evolution in the total gross annual compensation paid to the Chief Executive Officer compared to the
progression of the Group’s revenue, adjusted operating profit and annual average share price since 2014 (basis: 100).

115
7,000,000 112
111 109 109 110 110

6,000,000 106
105
103
102
100
5,000,000 98 102 100

3
101 100
95
95
4,000,000 94
90

3,000,000 85

80
2,000,000

75

1,000,000
70

0 65
2015 2016 2017 2018 2019

Fixed compensation Long-term incentive – forfeited

Variable compensation due for the year % Evolution of revenue
Long-term incentive – vested % Evolution of adjusted operating profit
Long-term incentive – unvested % Evolution of annual average share price

Background information
The target compensation (annual fixed and variable portion and number of stock options and performance shares awarded) of the Chief
Executive Officer remains unchanged since 2015.
The performance of the Group is measured based on the progression of revenue and adjusted operating profit, as well as the progression of
the Group’s annual average share price since 2014.
The comparison shows a clear alignment between the total annual gross compensation due and awarded over the past five years and the
Group’s performance over that period.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 191

3 Corporate governance
3.6 Corporate Officers’ compensation

3.6.6 Tables summarizing components of compensation of the

Corporate Officers for 2019
This section presents the components of compensation paid or AMF/AFEP-MEDEF Table 3 is presented in section 3.6.2 –
awarded to the Chief Executive Officer and the Chairman of the Compensation paid or awarded to members of the Board of
Board of Directors by the Board of Directors, on the Directors in 2019.
recommendation of the Nomination & Compensation Committee,
AMF/AFEP-MEDEF Table 9 is presented in section 3.7.4 – Stock
for the year ended December 31, 2019.
subscription and purchase options.

TABLE SUMMARIZING THE COMPENSATION, OPTIONS AND SHARES AWARDED TO EACH CORPORATE OFFICER(1)
(AMF/AFEP-MEDEF TABLE 1)

Didier Michaud-Daniel, Chief Executive Officer

(in €) 2019 2018
Compensation awarded in respect of the financial year (shown in Table 2) 1,969,585 1,958,610
Valuation of the multi-annual variable compensation awarded during
- -
the year
(a) (a)
Valuation of stock options granted during the year (shown in Table 4) 561,600 658,103
Valuation of the performance shares granted during the year
1,605,600(a) 1,696,136(a)
(shown in Table 6)
TOTAL 4,136,785 4,312,849
(a) The amounts in the above table reflect the accounting fair value of options and shares in accordance with IFRS standards.
(b) In 2019, the Chief Executive Officer’s compensation in the form of performance shares and stock subscription or purchase options was capped at 110% of his
total gross annual compensation.

Aldo Cardoso, Chairman of the Board of Directors

(in €) 2019 2018
Compensation awarded in respect of the year, including compensation
in respect of his office as Director and his duties as member of various 348,000 347,000
Board Committees (detailed in Table 2)
Valuation of the multi-annual variable compensation awarded during
- -
the year
Valuation of the options granted during the year - -
Valuation of the performance shares granted during the year - -
TOTAL 348,000 347,000

Components of the Chairman of the Board of Directors’ compensation for 2018 and 2019
TABLE SUMMARIZING THE COMPENSATION PAID TO THE CHAIRMAN OF THE BOARD OF DIRECTORS
(AMF/AFEP-MEDEF TABLE 2)

Aldo Cardoso, Chairman of the Board of Directors

2019 2018
(in €) awarded paid awarded paid
Fixed compensation 220,000 220,000 220,000 220,000
Annual variable compensation - - - -
Multi-annual variable compensation - - - -
Extraordinary compensation - - - -
Compensation in respect of his office as Director
and his duties as member of various Board 128,000(a) 127,000(b) 127,000(b) 112,750
Committees
Benefits in-kind - - - -
TOTAL 348,000 347,000 347,000 332,750
(a) Compensation in respect of his office as Director and his duties as member of various Board Committees awarded in 2019 and paid in 2020.
(b) Compensation in respect of his office as Director and his duties as member of various Board Committees awarded in 2018 and paid in 2019.

(1) Excluding Directors but including the Chairman of the Board of Directors.

192 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.6 Corporate Officers’ compensation

Components of the Chief Executive Officer’s compensation for 2018 and 2019
Compensation and benefits awarded and paid during 2018 and 2019
TABLE SUMMARIZING THE COMPENSATION PAID TO THE CHIEF EXECUTIVE OFFICER
(AMF/AFEP-MEDEF TABLE 2)

Didier Michaud-Daniel – Chief Executive Officer

2019 2018
(in €) awarded paid awarded paid
Fixed compensation 900,000 900,000 900,000 900,000
Annual variable compensation 1,057,268(a) 1,040,445(a) 1,040,445(a) 954,300
Multi-annual variable compensation - - - -
Extraordinary compensation
Directors’ fees
Benefits in-kind 12,317
-
-
12,317
-
-
-
-
18,165(b) 18,165(b)
-
- 3
TOTAL 1,969,585 1,952,762 1,958,610 1,872,465
(a) Variable compensation awarded in respect of 2019 was set by the Board of Directors on February 26, 2020, on the recommendation of the Nomination &
Compensation Committee.
(b) Company car and the same benefit plans as the Group’s other executives and employees.

STOCK SUBSCRIPTION OR PURCHASE OPTIONS AWARDED DURING 2019 TO THE CHIEF EXECUTIVE OFFICER
BY BUREAU VERITAS AND BY ANY GROUP COMPANY (AMF/AFEP-MEDEF TABLE 4)

Valuation of
the options
according to Number
the method of options
Nature of the used in the granted
options consolidated during the
No. and date of (purchase or financial financial Performance
the plan subscription) statements year Exercise price Exercise period conditions
Didier Michaud-Daniel 06/21/2019(b) Stock €561,600 240,000 €21.26(a) 06/21/2022 (c)

subscription to 06/21/2029
or purchase
options
(a) The subscription/exercise price was set at €21.26, corresponding to the average undiscounted opening price during the 20 trading days preceding the date of the
grant.
(b) See section 3.6.4 – Long-term incentive plan for more details on the conditions of the June 21, 2019 plan.
(c) Performance conditions: depending on the level of achievement of the Group’s AOP objective for 2019 and on the Group’s adjusted operating margin objective
(ratio of Group AOP to Group revenue) for 2020 and 2021, between 0% and 100% of the stock subscription or purchase options granted to the beneficiary may
vest. Details of these performance conditions are presented below.

The amounts indicated correspond to the accounting fair value of The dilutive effect of the stock subscription and purchase options
options in accordance with IFRS standards. As a result, they are granted during 2019 is limited, representing 0.05% of the share
not the actual amounts that could arise if these options were capital of Bureau Veritas.
exercised.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 193

3 Corporate governance
3.6 Corporate Officers’ compensation

Description of the long-term incentive plan

Long-term compensation
As part of its compensation policy, Bureau Veritas grants stock ● if the AOP is greater than or equal to the target level, 100%
purchase and subscription options and performance shares to a of the options granted may be exercised and 100% of the
certain number of employees in the Group around the world. On shares granted may vest;
the recommendation of the Nomination & Compensation
● with regard to the Group’s adjusted operating margin for 2020
Committee, the Board of Directors decided on June 21, 2019 to
and 2021:
grant stock subscription or purchase options and performance
shares to Group employees. ● if the adjusted operating margin for one of the years is less
than or equal to the minimum target level set by the Board of
The grant concerned 482 Group employees, corresponding to a
Directors, none of the options granted may be exercised by
total of 2,367,715 shares (1,286,455 performance shares and
the beneficiary and none of the performance shares granted
1,081,260 stock subscription or purchase options), equivalent to
to the beneficiary may vest,
approximately 0.53% of the Company’s share capital. This grant
represented 35% of the total number of performance shares and ● if the adjusted operating margin is between the minimum
stock options that the Board of Directors was authorized to grant target level and the target level, the number of options that
by the Annual Shareholders’ Meeting of May 14, 2019, under the may be exercised or shares that may vest will be determined
19th and 20th resolutions. by linear interpolation,
Awards of stock options and performance shares are subject to: ● if the adjusted operating margin is greater than or equal to
the target level, the number of options or shares determined
● a presence condition: the departure of the beneficiary leads to
by the level of achievement of the AOP may vest.
the cancellation of his or her rights;
It should be recalled that the performance conditions are
● two performance conditions: the Group’s AOP for 2019 and the
particularly tough insofar as the condition based on the Group’s
Group’s adjusted operating margin (ratio of Group AOP to
adjusted operating margin for 2020 and 2021 applies to the
Group revenue) for 2020 and 2021;
number of options and shares determined according to the level of
these conditions apply as follows: achievement of the AOP condition for 2019, and subsequently to
the number obtained by the level of achievement of the margin for
● with regard to the Group’s AOP for 2019:
each of the three years of the plan. The level of achievement of
● if the AOP is less than or equal to the minimum target level each of the performance conditions therefore has an impact on
set by the Board of Directors, none of the options granted the level of achievement of the previous condition, and cannot be
may be exercised by the beneficiary and none of the caught up in the following year.
performance shares granted to the beneficiary may vest,
Details of the maximum number of stock subscription or purchase
● if the AOP is between the minimum target level and the options and performance shares granted to the Chief Executive
target level, the number of options that may be exercised or Officer for 2019 are provided in the tables below.
shares that may vest will be determined by linear
interpolation,

STOCK SUBSCRIPTION OR PURCHASE OPTIONS EXERCISED DURING 2019 BY THE CHIEF EXECUTIVE OFFICER
(AMF/AFEP-MEDEF TABLE 5)
The Chief Executive Officer exercised options in 2019.

Number of options
No. and date of the plan exercised during the year Exercise price
Didier Michaud-Daniel 07/18/2012 240,000 €17.54

194 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.6 Corporate Officers’ compensation

PERFORMANCE SHARES GRANTED DURING 2019 TO THE CHIEF EXECUTIVE OFFICER BY BUREAU VERITAS
AND BY ANY GROUP COMPANY (AMF/AFEP-MEDEF TABLE 6)

Valuation of the
shares according
to the method
used in the
Number of consolidated
No. and date of shares awarded financial Performance
the plan during the year statements Vesting date Availability date conditions
Didier Michaud-Daniel 06/21/2019 80,000 €1,605,600 06/21/2022 06/21/2022(a) (b)

(a) See section 3.6.4 – Long-term incentive plan for more details on the conditions of the June 21, 2019 plan.
(b) Performance conditions: depending on the level of achievement of the Group’s AOP objective for 2019 and on the Group’s adjusted operating margin objective
(ratio of Group AOP to Group revenue) for 2020 and 2021, between 0% and 100% of the performance shares granted to the beneficiary may vest. Details of
these performance conditions are presented above.

The dilutive effect of the performance shares granted during 2019 is limited, representing 0.02% of the share capital of Bureau Veritas.
3
PERFORMANCE SHARES THAT BECAME AVAILABLE TO THE CHIEF EXECUTIVE OFFICER DURING 2019
(AMF/AFEP-MEDEF TABLE 7)
A total of 12,000 performance shares became available to the Chief Executive Officer during 2019.

Number of shares that became

No. and date of the plan available during the year Vesting conditions
Group AOP for 2016 and Group adjusted operating
Didier Michaud-Daniel 07/15/2016 12,000
margin for 2017 and 2018

PAST GRANTS OF STOCK SUBSCRIPTION OR PURCHASE OPTIONS – INCLUDING TO THE CHIEF EXECUTIVE
OFFICER SPECIFICALLY (AMF/AFEP-MEDEF TABLE 8)

Information on stock subscription or purchase options(b)

Date of the Shareholders’ Meeting 05/20/2015 05/17/2016 05/17/2016 05/15/2018 05/14/2019
Date of the Board of Directors’ Meeting 07/15/2015 06/21/2016 06/21/2017 06/22/2018 06/21/2019
Total number of shares to be subscribed
1,344,000 1,312,400 1,229,060 1,100,400 1,057.860
or purchased
Of which total number of shares
to be subscribed or purchased by 240,000 240,000 240,000 240,000 240,000
Didier Michaud-Daniel
Starting date for the exercise of options 07/15/2018 06/21/2019 06/21/2020 06/22/2021 06/21/2022
(c) (c) (c) (c) (c)
Performance conditions
Expiration date 07/16/2025 06/21/2026 06/21/2027 06/21/2028 06/21/2029
(a) (a) (a) (a)
Subscription or purchase price €20.51 €19.35 €20.65 €22.02 €21.26(a)
Number of shares subscribed or purchased as of
213,550 53,760 - - -
December 31, 2019
Total number of stock subscription or purchase
options canceled or forfeited as of December 31, 135,673 987,200 157,800 69,400 23,400
2019
Stock subscription or purchase options remaining
994,777 271,440 1,071,260 1,031,000 1,057,860
as of December 31, 2019
(a) The subscription or purchase price corresponds to the non-discounted average of the opening prices quoted on the last 20 trading days preceding the grant date.
(b) The number of options as well as the subscription or purchase prices have been updated following the capital increase and the share split carried out in
June 2013.
(c) At the end of the vesting period, the number of stock subscription options that may be granted to each beneficiary depends on the level of achievement of the
Group's AOP recognized for the year of allocation and the Group's adjusted operating margin (ratio of Group AOP to Group revenue) recognized in respect of the
two subsequent financial years.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 195

3 Corporate governance
3.6 Corporate Officers’ compensation

PAST GRANTS OF PERFORMANCE SHARES – INCLUDING TO THE CHIEF EXECUTIVE OFFICER SPECIFICALLY
(AMF/AFEP-MEDEF TABLE 10)

Information on performance shares

Date of the Shareholders’ Meeting 05/22/2013 05/20/2015 05/17/2016 05/17/2016 05/15/2018 05/14/2019
Date of the Board of Directors’
07/22/2013 07/15/2015 06/21/2016 06/21/2017 06/22/2018 06/21/2019
Meeting
Total number of shares granted 800,000 1,136,200 1,131,650 1,207,820 1,196,340 1,286,455
Of which total number of shares
800,000 80,000 80,000 80,000 80,000 80,000
granted to Didier Michaud-Daniel
Vesting date 06/21/2021 07/16/2018
or or 06/21/2019 06/21/2020 06/22/2021 06/21/2022
06/22/2022 07/15/2019
(b) (a) (a) (a) (a) (a)
Performance conditions
End of holding period 07/21/2021
or 07/15/2020 - - - -
07/21/2022
Number of vested shares as
- 889,394 417,442 - - -
of December 31, 2019
Total number of shares canceled or
80,000 246,806 714,208 165,158 92,690 10,610
forfeited as of December 31, 2019
Remaining performance shares
720,000 - - 1,042,662 1,103,650 1,275,845
awarded as of December 31, 2019
(a) The number of shares issued to each beneficiary at the end of the vesting period depends on the level of total shareholder return (TSR) achieved and measured
over three performance periods, corresponding to three tranches. For the first and second tranches, if the TSR as determined at the end of the first year of the
applicable performance period for each tranche is at least 15%, the beneficiary may vest all of the shares in the tranche at the end of the vesting period. If the
TSR as determined at the end of the first year of the applicable performance period is between 10% and 15%, the number of shares that may be vested will be
determined by linear interpolation. If the TSR is below 10%, no shares in the tranche will be vested in respect of this first year and the applicable performance
period will be extended by an additional year. There will be a second calculation at the end of the second year of the applicable performance period to enable the
beneficiary to vest all or part of 50% of the shares in the tranche. The performance condition for the third tranche, which represents 90% of the total award, is
based on the TSR determined by comparing (i) a Company share price of €19, with (ii) the average opening price of the Company’s share on Euronext Paris during
the 60 trading days preceding and the 30 trading days following the publication of 2020 earnings, with the possibility of extending this period by one year. If the
TSR as determined at the end of the performance period is at least 15%, the beneficiary may vest all of the shares in the tranche at the end of the vesting period.
If the TSR is between 10% and 15%, the number of shares that may vest will be determined by linear interpolation. If the TSR is equal to 10%, the beneficiary
may vest 50% of the shares in the tranche at the end of the vesting period. If the TSR is between 7% and 10%, the number of shares that may vest will be
calculated by linear interpolation. If the TSR is equal to 7%, the beneficiary may vest 20% of the shares in the tranche at the end of the vesting period. If the TSR
is below 7%, no shares in the tranche will vest. A nine-year vesting period has been set during which the beneficiary must remain as Corporate Officer, followed by
a mandatory two-year holding period.
(b) At the end of the vesting period, the number of performance shares that vest for each beneficiary depends on the level of Group AOP achieved for the financial
year in which the grant is made and the level of Group adjusted operating margin (ratio of Group AOP to Group revenue) recorded for the subsequent two
financial years.

PAST GRANTS AND FINAL VESTING OF STOCK SUBSCRIPTION OR PURCHASE OPTIONS AND THE CHIEF
EXECUTIVE OFFICER’S PERFORMANCE SHARES

Stock subscription and purchase options

Start of End of Options Options Exercisable Options Exercise price
Grant date exercise period exercise period granted canceled options exercised (€)
07/18/2012 07/18/2015 07/18/2020 240,000 - - 240,000 17.54
07/22/2013 07/22/2016 07/22/2021 240,000 - 240,000 - 21.01
07/16/2014 07/16/2017 07/16/2022 240,000 84,240 155,760 - 20.28
07/15/2015 07/15/2018 07/15/2025 240,000 5,040 234,960 - 20.51
06/21/2016 06/21/2019 06/21/2026 240,000 204,000 36,000 - 19.35
06/21/2017 06/21/2020 06/21/2027 240,000 - - - 20.65
06/22/2018 06/22/2021 06/22/2028 240,000 - - - 22.02
06/21/2019 06/21/2022 06/21/2029 240,000 - - - 21.26
TOTAL EXERCISABLE STOCK SUBSCRIPTION AND PURCHASE OPTIONS 666,720

196 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.6 Corporate Officers’ compensation

Performance shares
Performance shares Performance shares Performance shares
Grant date Vesting date End of holding period granted canceled vested
07/18/2012 07/18/2015 07/17/2017 160,000 - 160,000
07/22/2013 06/21/2021 07/21/2023 800,000 80,000 -
07/22/2013 07/22/2016 07/21/2018 88,000 - 88,000
07/16/2014 07/16/2017 07/16/2019 80,000 28,080 51,920
07/15/2015 07/15/2018 07/15/2020 80,000 1,680 78,320
06/21/2016 06/21/2019 No holding requirements 80,000 68,000 12,000
06/21/2017 06/21/2020 No holding requirements 80,000 - -
06/22/2018 06/22/2021 No holding requirements 80,000 - -

3
06/21/2019 06/21/2022 No holding requirements 80,000 - -
TOTAL PERFORMANCE SHARES VESTED 390,240

LEVEL OF ACHIEVEMENT OF PERFORMANCE CONDITIONS FOR STOCK SUBSCRIPTION AND PURCHASE OPTION
AND PERFORMANCE SHARE PLANS
Performance conditions apply both to stock subscription and purchase option and to performance share plans.

Plan date Vesting date Level of achievement of performance conditions

07/18/2012 07/18/2015 100%
07/22/2013 07/22/2016 100%
07/16/2014 07/16/2017 65%
07/15/2015 07/15/2018 98%
06/21/2016 06/21/2019 15%

TABLE SUMMARIZING THE CONTRACTS, PENSION SCHEMES, BENEFITS AND INDEMNITIES APPLICABLE
TO CORPORATE OFFICERS(1) (AFEP-MEDEF/AMF TABLE 11)

Benefits or advantages due

or likely to be due as a result
Supplementary pension of termination or change Non-competition
Employment contract scheme of corporate office indemnity
Name Yes No Yes No Yes No Yes No
Didier Michaud-Daniel
Chief Executive Officer
Start of first term: √ √ √ √
March 1, 2012
End of current term:
February 28, 2022
Aldo Cardoso
Chairman of the Board
of Directors since
March 8, 2017
End of current term: Ordinary √ √ √ √
Shareholders’ Meeting to be
held to approve the financial
statements for the year
ending December 31, 2021

In 2019, Didier Michaud-Daniel was entitled, as an Executive Corporate Officer, to a termination benefit that was subject to a performance
condition and limited to a maximum amount equal to the fixed compensation received in the 12 months preceding the termination of his
term of office, plus the most recent amount of variable compensation paid. The performance conditions, entitlement criteria and payment
methods are described above in section 3.6.1 – Implementation of the Chief Executive Officer compensation policy – Deferred
commitments, page 182, of this Document.

(1) Excluding Directors but including the Chairman of the Board of Directors.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 197

3 Corporate governance
3.7 Interests of Corporate Officers and certain employees

3.7 Interests of Corporate Officers

and certain employees
3.7.1 Interests of Corporate Officers in the Company’s capital
As of the publication date of this Universal Registration Document, the interests of Corporate Officers in the capital of Bureau Veritas were
as follows:

Chief Executive Officer Number of shares Percentage of capital

Didier Michaud-Daniel 399,225 nm

Didier Michaud-Daniel, Chief Executive Officer, also holds 1,386,720 stock subscription and purchase options granted under the
July 22, 2013, July 16, 2014, July 15, 2015, June 21, 2016, June 21, 2017, June 22, 2018 and June 21, 2019 plans.
A detailed description of stock subscription and purchase option plans is provided below in section 3.7.4 – Stock subscription and purchase
options, of this Universal Registration Document.

Directors Number of shares Percentage of capital

Aldo Cardoso 12,351 nm
André François-Poncet 1,235 nm
Stéphanie Besnier 1,224 nm
Claude Ehlinger 1,230 nm
Ana Giros Calpe 1,200 nm
Ieda Gomes Yell 1,230 nm
Siân Herbert-Jones 1,224 nm
Pascal Lebard 1,200 nm
Philippe Lazare 2,058 nm
Lucia Sinapi-Thomas 2,040 nm
Frédéric Sanchez 1,200 nm
Jérôme Michiels(a) 1,200 nm
(a) Jérôme Michiels took office on December 19, 2019, after he was co-opted at the Board of Directors’ meeting held on the same day.

198 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.7 Interests of Corporate Officers and certain employees

3.7.2 Transactions executed by management on Company shares

To the best of the Company’s knowledge, and according to the declarations made, transactions executed on Company shares during the
year by management and persons mentioned in article L. 621-18-2 of the French Monetary and Financial Code (Code monétaire et financier)
and in article 19 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16, 2014 were as follows:

Description
Nature of the Transaction Transaction of the financial
Name Capacity transaction date Unit price (€) amount (€) instrument
Option for payment
Chief Executive
Didier Michaud-Daniel of the dividend 06/11/2019 19.13 148,257 7,750 shares
Officer
in shares
Chief Executive Vesting of
Didier Michaud-Daniel 06/21/2019 21.84 262,080 12,000 shares

3
Officer performance shares
Frédéric Sanchez Director Acquisition 10/07/2019 21.40 25,680 1,200 shares
Chief Executive Exercise of stock
Didier Michaud-Daniel 11/06/2019 17.54 4,209,60 240,000 shares
Officer subscription options
Chief Executive
Didier Michaud-Daniel Sale of shares 11/06/2019 23.02 5,524,800 240,000 shares
Officer

To the best of the Company’s knowledge, and according to the declarations made to the AMF, transactions executed on Company shares
between the end of 2019 and the date of this Universal Registration Document by management and persons mentioned in
article L. 621-18-2 of the French Monetary and Financial Code and in article 19 of Regulation (EU) No. 596/2014 of the European
Parliament and of the Council of April 16, 2014, were as follows:

Description
Nature of the Transaction Transaction of the financial
Name Capacity transaction date Unit price (€) amount (€) instrument
Jérôme Michiels Director Acquisition 01/06/2020 23.25 27,900 1,200 shares

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 199

3 Corporate governance
3.7 Interests of Corporate Officers and certain employees

3.7.3 Performance shares

Total maximum
number of
Company shares
Date of the Number of to which shares
Shareholders’ shares granted granted give Number of Number of Number of shares granted
Meeting Grant date (adjusted) right (adjusted) shares vested shares canceled and not yet vested
05/22/2013 07/22/2013 800,000 800,000 - 80,000 720,000
 
 
05/20/2015 07/15/2015 1,136,200 1,136,200 889,394 246,806 -

05/17/2016 06/21/2016 1,131,650 1,131,650 417,442 714,208 -

05/17/2016 06/21/2017 1,207,820 1,207,820 - 165,158 1,042,662
05/15/2018 06/22/2018 1,196,340 1,196,340 - 92,690 1,103,650
05/14/2019 06/21/2019 1,286,455 1,286,455 - 10,610 1,275,845
TOTAL 6,758,465 6,758,465 1,306,836 1,309,472 4,142,157
(a) The plans awarded in 2013, 2018 and 2019 have not yet vested and are subject to service and performance conditions. The plan awarded in 2017 is subject to a
presence condition at the date of final vesting, i.e., June 21, 2019. The performance conditions were met. Details of the service and performance conditions for
performance share plans are presented in Table 10, section 3.6.6, page 196 of this Universal Registration Document.

Performance shares granted to the top ten employee grantees (excluding Corporate Officers)
during 2019

Valuation of the shares

according to the
accounting method used
Number of performance in the consolidated
Performance shares granted shares granted financial statements Plan
Performance shares granted during the year by the issuer
and by any company within the scope of the grant of
performance shares, to the ten employees of the issuer 197,000 €20.07 06/21/2019
and of any company within this scope, granted the highest
number of shares (aggregate information)

Information regarding Corporate Officers can be found in Tables 6 and 7, section 3.6.6, page 195, of this Universal Registration Document.

200 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.7 Interests of Corporate Officers and certain employees

Duration of the
Total number of Total number of shares lock-up period
shares vested or that vested or shares that starting from the
can be vested by can be vested by the top transfer of ownership Share price on the
Corporate Officers ten employee grantees Vesting date(a) of the shares grant date (€) Value of one share (€)
720,000 - 06/21/2021 2 years 21.00 5.77
07/15/2019 or
None except for two
07/15/2018 for
78,320 62,782 years for employees of 20.79 16.49
employees of a French
a French company
company
12,000 16,980 06/21/2019 None 19.39 17.65

3
80,000 126,500 06/21/2020 None 20.78 18.94
80,000 198,000 06/22/2021 None 23.00 21.20
80,000 197,000 06/21/2022 None 21.88 20.07
1,050,320 601,262

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 201

3 Corporate governance
3.7 Interests of Corporate Officers and certain employees

3.7.4 Stock subscription and purchase options

 Total maximum
Number of shares number of Company
Date of the concerned by stock shares to which options
Shareholders’ subscription options granted give right Number of options Number of options
Meeting Plan date granted (adjusted) (adjusted) exercised canceled
05/27/2011 07/18/2011(a) 714,000 714,000 678,000 36,000
05/27/2011 12/14/2011(a) 260,000 260,000 255,060 4,940
05/27/2011 07/18/2012(a) 1,346,400 1,346,400 933,600 59,654
05/22/2013 07/22/2013(a) 1,240,800 1,240,800 313,416 179,606
05/22/2013 07/16/2014(a) 1,261,200 1,261,200 138,840 523,742
05/20/2015 07/15/2015(a) 1,344,000 1,344,000 213,550 135,673
05/17/2016 06/21/2016(a) 1,312,400 1,312,400 53,760 987,200
05/17/2016 06/21/2017(a) 1,229,060 1,229,060 0 157,800
05/15/2018 06/22/2018 1,100,400 1,100,400 0 69,400
05/14/2019 06/21/2019 1,081,260 1,081,260 0 23,400
TOTAL 10,889,520 10,889,520 2,586,226 2,177,415
(a) Stock purchase option plans.
(b) The plans awarded in 2018 and 2019 have not yet vested and are subject to service and performance conditions. Plans awarded in 2017 are subject to a
presence condition.

Options exercised during 2019

Aggregate information

Number of options
Plan exercised Exercise price (€)
Stock purchase option plan 07/18/2011 117,300 14.42
Stock purchase option plan 12/14/2011 78,480 13.28
Stock purchase option plan 07/18/2012 428,400 17.54
Stock purchase option plan 07/22/2013 107,016 21.01
Stock purchase option plan 07/16/2014 34,470 20.28
Stock subscription option plan 07/15/2015 100,171 20.51
Stock subscription option plan 06/21/2016 53,760 19.35
TOTAL 919,597

202 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Corporate governance
3.7 Interests of Corporate Officers and certain employees

Total number of shares Subscription/purchase

Total number of shares that can be price adjusted at date
Number of stock that can be subscribed/purchased of this Universal
options granted subscribed/purchased by the top ten Start of the option Registration
and in force by Corporate Officers employee grantees exercise period Option expiration date Document (€)
0 0 0 07/18/2014 07/18/2019 14.42
0 0 0 12/14/2014 12/14/2019 13.28
353,146 0 54,000 07/18/2015 07/18/2020 17.54
747,778 240,000 87,600 07/22/2016 07/22/2021 21.01
598,618 155,760 82,042 07/16/2017 07/16/2022 20.28
994,777 234,960 188,346 07/15/2018 07/15/2025 20.51

3
271,440 36,000 50,940 06/21/2019 06/21/2026 19.35
1,071,260 240,000 228,500 06/21/2020 06/21/2027 20.65
1,031,000 240,000 390,000 06/22/2021 06/22/2028 22.02
1,057,860 240,000 440,000 06/21/2022 06/21/2029 21.26
6,125,879 1,386,720 1,521,428

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 203

3 Corporate governance
3.7 Interests of Corporate Officers and certain employees

STOCK SUBSCRIPTION OR PURCHASE OPTIONS GRANTED TO THE TOP TEN EMPLOYEE GRANTEES (EXCLUDING
CORPORATE OFFICERS) AND OPTIONS EXERCISED BY THE LATTER DURING 2019 (AMF/AFEP-MEDEF TABLE 9)

Total number of options

granted/shares subscribed
Nature of the options or purchased Weighted average price (€) Plan
Options granted in 2019 by the issuer and by any company
within the scope of the grant to the ten employees of the
440,000 21.26 06/21/2019
issuer, and of any company within this scope, granted the
highest number of options (aggregate information)
Options granted by the issuer and by the companies 81,300 14.42 07/18/2011
referred to above, exercised in 2019 by the ten employees 78,480 13.28 12/14/2011
of the issuer or its subsidiaries having subscribed to or
purchased the highest number of options (aggregate 174,000 17.54 07/18/2012
information) 73,800 21.01 07/22/2013
27,576 20.28 07/16/2014
58,759 20.51 07/15/2015
17,640 19.35 06/21/2016

Information regarding Corporate Officers can be found in Tables 4 and 5, section 3.6.6, pages 193 and 194, of this Universal Registration
Document.

General terms and conditions applicable to stock purchase and subscription options and
performance shares awarded to employee beneficiaries and to the Chief Executive Officer
The stock purchase and subscription option and performance ● no discount is applied;
share plans comply with the following at all times:
● the aggregate amount of all awards including for the Chief
● the rules for awarding these plans apply to all employees and to Executive Officer is capped.
the Chief Executive Officer;
● changes made to the plan by the Board of Directors, where it
● all awards are subject to presence and performance conditions; deems necessary, do not have a material negative impact on
the interests of the relevant beneficiaries, or are necessary in
● the vesting period does not change and is continuous
the event of legal, regulatory or accounting changes.
(three years);

3.7.5 Potential impact of shares giving access to Company capital

As of December 31, 2019, a total of 4,426,337 shares would be Based on the share capital as of December 31, 2019, issuing all of
issued if all Bureau Veritas stock subscription options were to be the 4,142,157 performance shares granted would result in a
exercised. Based on the number of shares making up the share further maximum potential dilution of 0.92%, bringing the total
capital of Bureau Veritas as of December 31, 2019, namely dilutive effect (stock subscription options and performance
452,092,988 shares, issuing all of these shares would represent shares) to 8,568,494 shares, or 1.90% of the Company’s capital.
0.98% of Bureau Veritas’ capital.

204 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 4

RISK MANAGEMENT
4
NFS AFR 4.1 Risk factors 206 4.3 Insurance 220
4.1.1 Risks related to the Group’s operations 4.3.1 Group policy on insurance 220
and activities 207 4.3.2 Group insurance programs 220
4.1.2 Human risks 212 4.3.3 Self-insurance system 220
4.1.3 Risks related to acquisitions 213
4.4 Legal, administrative and arbitration
4.2 Internal control and risk management procedures and investigations 221
procedures 214
4.4.1 Dispute concerning the construction
4.2.1 Organization and general approach
of a hotel and commercial complex in
to internal control and risk management 214
Turkey 221
4.2.2 Internal control procedures 217
4.4.2 Tax contingencies and positions 221
4.2.3 Risk management procedures 218
4.2.4 Changes in internal control and risk
management procedures 219

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

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 205

4 Risk management
4.1 Risk factors

4.1 Risk factors

Investors are advised to carefully read the financial and not known by Bureau Veritas at the date of this Universal
non-financial risks described in this chapter, as well as the other Registration Document or that are presented in other sections of
information contained in this Universal Registration Document, the Universal Registration Document and considered at that date
before taking any investment decisions. In accordance with unlikely to have a significant adverse impact on the Group, its
Regulation (EU) no. 2017/1129 (“Prospectus III”), which entered businesses, its financial position, its earnings and/or its outlook
into force on July 21, 2019, and in compliance with the ESMA should they materialize.
Guidelines applicable to France as from December 4, 2019, at the
The risk factors shown are sorted into the following three risk
date this Universal Registration Document was filed, the risks
categories:
presented below are the main risks considered specific to the
Bureau Veritas Group and/or to its securities that Bureau Veritas ● risks related to the Group’s operations and activities;
believes could have a significant net impact on the Group, its
businesses, its financial position, its earnings and/or its outlook ● risks related to human capital;
should they materialize. The occurrence of one or more of these ● risks related to acquisitions.
risks could result in a decrease in the value of the Company’s
shares, and investors could lose all or part of their investment. Risks are classified within their respective category in decreasing
order of importance as determined by the Company based on the
The Group’s various operating departments, as well as support probability that the risks will materialize and the estimated extent
functions both in and outside France, identify and assess risk along of their impact on the Group, its businesses, its financial position,
with the related risk management procedures on an ongoing basis. its earnings and/or its outlook, and after applying any risk
Reports are regularly submitted to the Executive Committee and mitigation measures. The order of importance as determined by
to the Board of Directors’ Audit & Risk Committee. They help to Bureau Veritas could change at any time, in light of new external
prepare and update the risk map described in section 4.2 of this facts or circumstances, developments in the Group’s businesses,
Universal Registration Document. or changes in the impact of measures to manage and mitigate
The Group has also taken out various insurance policies, as risks.
described in further detail in section 4.3 – Insurance of this For certain risks, references are made to specific chapters or
Universal Registration Document. The Group’s insurance strategy sections of this Universal Registration Document in which they are
is to best protect the Group’s employees and assets against the discussed in more detail. Internal control and risk management
occurrence of identified major insurable risks that may affect it. procedures in place within the Group are described in section 4.2
In any event, other risks that Bureau Veritas does not consider to of this Universal Registration Document.
be specific to its businesses as they generally also concern other Risk factors are assessed in terms of (i) frequency or probability of
issuers in varying degrees, regardless of their activities, such as occurrence, and (ii) gross impact, taking into account (iii) the level
risks related to cybersecurity, international economic sanctions or of control. The table below shows the results of this net impact
exchange rate fluctuations, could also have an adverse impact on risk assessment. Each of the risk factors shown is ranked “low”,
the Group, its businesses, its financial position, its earnings and/or “medium”, or “high” on the risk scale.
its outlook. Other risks may exist or may come to exist that are

Low Medium High

Net impact z zz zzz

4.1 Risk factors Net impact

4.1.1 Risks related to the Group’s operations and activities
Legal risks related to changing regulations zz
Risks related to the non-renewal, suspension or loss of certain authorizations zz
Ethics risks zz
Risks related to the production of forged certificates z
Risks related to litigation or pre-litigation proceedings to which the Group is a party z
4.1.2 Human risks
Risks related to human capital zz
4.1.3 Risks related to acquisitions
Risk of impairment of intangible assets resulting from acquisitions z

206 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Risk management
4.1 Risk factors

4.1.1 Risks related to the Group’s operations and activities

Legal risks related to changing regulations

Description
The Group conducts its business in a heavily regulated environment, with regulations sometimes differing widely from one country to the next.
Many of the Group’s business activities involve inspecting, testing and certifying client compliance with all types of standards and regulations, and
this often requires it to obtain the necessary licenses and authorizations from the relevant public bodies. These regulatory frameworks are
therefore at the heart of most of the Group’s operating activities and directly determine its capacity to exercise its TIC activities as well as the
operating conditions in which it conducts them.

Certain countries may also choose not to allow private or foreign firms to engage in the local TIC market or may decide to change the rules for
exercising business such that the Group can no longer do business in those countries.

Risk control and mitigation measures

The Group endeavors to monitor all of these changes through its regulatory intelligence in order to anticipate, monitor and give its input to the
competent authorities when new regulations are being drafted.

As a member of national and international associations of the TIC profession, including the TIC Council (formerly known as the IFIA) and the
International Association of Classification Societies (IACS), Bureau Veritas is able to keep informed of any such regulatory changes.

Potential impacts on the Group

4
It follows that changes in regulations applicable to the Group’s businesses may be either favorable or unfavorable. Stricter regulations or stricter
enforcement of existing regulations, while creating new business opportunities in some cases, may also result in new conditions for the Group’s
activities that increase its operating costs, limit the scope of its businesses (for example, in connection with real or perceived conflicts of interest)
or more generally slow the Group’s development.

In particular, important changes in regulations or legislation applicable to the Group’s businesses in the principal countries where it operates may
lead to frequent, or even systematic, claims against the professional liability of employees, the Company or its subsidiaries. The Group could face
multiple lawsuits and may be ordered to pay substantial damages, despite the fact its services were provided in the jurisdiction prior to any
regulatory changes. In extreme cases, such changes in the regulatory environment could lead the Group to exit certain markets where it considers
the level of regulation to be overly restrictive.

Changes in the risk in 2019

This type of risk is inherent to the Group’s TIC activities and there were consequently no changes to the risk in 2019.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 207

4 Risk management
4.1 Risk factors

Risks related to the non-renewal, suspension or loss of certain authorizations

Description
Much of the Group’s business requires it to obtain and maintain accreditations, approvals, permits, delegations of authority, official recognition and
authorizations more generally (hereafter referred to as “Authorizations”) at local, regional or global level, issued by public authorities or by
professional organizations following long and often complex review procedures.

Most Authorizations are granted for limited periods of time and are subject to periodic renewal by the authority concerned. For some of its
businesses (in particular Government services in the Agri-Food & Commodities business and Marine & Offshore), the Group (or division concerned)
must be an active member of certain professional organizations in order to be eligible for select projects.

Although the Group closely monitors the quality of services provided under these Authorizations, as well as the renewal and stability of its
Authorizations portfolio, any failure to meet its professional obligations or conflicts of interest (real or perceived as such), could cause the Group to
lose one or more of its Authorizations either temporarily or on a permanent basis. A public authority or professional organization which has granted
one or more Authorizations to the Group could also unilaterally decide to withdraw such Authorizations.

Government services (included within the Agri-Food & Commodities business), and in particular Pre-Shipment Inspection (PSI), Verification of
Conformity (VOC) and Single Window (SW) solutions, involve a relatively limited number of programs, contracts and accreditations (hereafter
referred to as “Contracts”) signed with or granted by governments or public authorities.

Risk control and mitigation measures

For each of its businesses, Bureau Veritas has put in place a specific organization for managing and monitoring Authorizations.

The management of Authorizations used in several countries was reinforced in 2017, particularly in the Agri-Food & Commodities, Certification,
Industry and Marine & Offshore businesses, through optimum organization and implementation of control tools (especially employee qualification
management and supervision, Internal Audit management, shared service centers to monitor execution, and Commitment Committees to analyze
and prevent conflicts of interest). These tools and systems are regularly reviewed and enhanced by the Group.

Centralized management of international Authorizations has been stepped up and their geographic footprint streamlined in order to limit the
Group’s exposure to the risk of losses. Internal initiatives aimed at raising awareness of potential conflicts of interest and accreditation
requirements have also been rolled out so that the risks associated with Authorizations can be better understood and addressed.
To reduce its exposure, the Group endeavors to diversify the geographic footprint of its portfolio of Government services businesses and to
structure its programs so that services are paid for by the operators and not by the relevant governments. By engaging in ongoing intensive
diplomatic and commercial efforts, the Group is also better able to anticipate crises and manage such risks if they were to arise.

Lastly, Bureau Veritas seeks to secure its contracts as far as possible with the help of its internal and external counsel. Additional information on
these Authorizations and their management is provided in section 1.6 – Accreditations, approvals and authorizations and section 4.2 – Internal
control and risk management procedures of this Universal Registration Document.

Potential impacts on the Group

The non-renewal, suspension or loss of any of these Authorizations, or of its position as member of certain professional organizations, could have a
significant adverse effect on the Group’s business, financial position, earnings or outlook.

For example, in Government services, the Group has around 50 Contracts of the type described above, most of which involve services for countries
in Africa, the Middle East and Asia. These Contracts, which represent aggregate revenue of around €100 million, are generally for a period of one to
three years (or ten years for Single Window). Many of them are subject to local administrative law and may be unilaterally terminated at short
notice at the discretion of the government or authority concerned. They are also subject to the uncertainties inherent in conducting business in
emerging countries, some of which have been or could be subject to political or economic instability, sudden and frequent changes in regulations,
civil war, violent conflict, social unrest or actions of terrorist groups. The suspension, cancellation or non-renewal of even a small number of these
Contracts could have a significant adverse effect on the Group’s business, financial position, earnings or outlook.

In addition, in executing the Contracts entered into with governments or public authorities, the Group may face difficulties in collecting amounts
receivable, and the collection process could prove long and complex. The non-payment or late or partial payment of substantial sums owed under
these Contracts could also have a significant adverse effect on the Group’s business, financial position, earnings or outlook.

Changes in the risk in 2019

Risks related to the non-renewal, suspension or loss of certain Authorizations are declining overall thanks to prevention measures rolled out by the
Group.

208 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Risk management
4.1 Risk factors

Ethics risks

Description
Our brand is that of a recognized world leader operating with unparalleled know-how, independence, objectivity and integrity for almost two
centuries. Trust is therefore at the heart of Bureau Veritas’ relations with its clients and the Group’s communications are a tangible illustration of
its ability and commitment to “shaping a world of trust”.
Ethics is therefore an “absolute” for Bureau Veritas, which strives to enforce strict ethical values and principles in conducting its business (Code of
Ethics, principles of transparency, honesty and integrity, compliance with applicable laws and regulations across the globe, fight against
corruption, etc.).
However, the risk of isolated acts in breach of these values and principles by Group employees, agents or partners as a means to maintain business
relationships, avoid or settle disputes or fast track administrative decisions cannot be excluded (acts of corruption, fraud, conflicts of interest,
anti-competitive practices, violation of international economic sanctions, etc.).

Risk control and mitigation measures

Thanks to the deep-seated, broadly publicized commitment of its Executive Management team, the Group has set up a Compliance Program. This
includes a Code of Ethics and a manual of internal rules and procedures applicable to all employees, a dedicated organization and training course, a
map of ethics risks, and a risk management framework under the responsibility of the Group’s Ethics Committee. Any incidents of identified
non-compliance with the Group’s ethical standards are subject to disciplinary measures.

In 2019 for example, the Ethics Committee ordered the immediate departure of an executive manager for a Code of Ethics violation. The Group’s
Compliance Program is described in further detail in section 4.2 – Internal control and risk management procedures and in section 2.3.1.1 – Ethics,
an “absolute” of this Universal Registration Document.

4
Potential impacts on the Group
Group employees, executives or companies may be held liable for any failure to comply with ethical principles and standards. This risk is heightened
by the number and variety of the commercial partners working with the Group (intermediaries, partners and subcontractors) and by the fact that
the Group does business in certain countries that are particularly at risk of corruption.
This situation could therefore lead to penalties – particularly financial penalties – and/or affect the Group’s reputation and image, and adversely
impact its businesses, financial position, earnings and/or outlook.

Changes in the risk in 2019

Ethics risks remain intrinsically the same from one year to the next. However, the degree of management can be considered to improve as ever
stricter procedures are put in place.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 209

4 Risk management
4.1 Risk factors

Risks related to the production of forged certificates

Description
The Group’s main missions include ensuring that products, assets and systems comply with a given framework (mainly standards and regulations in
terms of quality, safety, environmental protection and social responsibility). Bureau Veritas acts as an independent body and issues reports and
certificates stating that products, assets and systems conform to applicable standards and regulations. Certification enables companies to
conduct their business activities (e.g., place products on the market), access new markets or strengthen their reputation.

Since obtaining certification is often vital for companies, Bureau Veritas is exposed to the risk that its reports or certificates are falsified or
tampered with, or that counterfeit reports or certificates are issued, infringing Bureau Veritas’ trademarks and/or copyright. The production of
forged or counterfeit reports can result from employee conduct or, more commonly, external sources (fraudulent behavior by a client or third party
in order to meet regulatory requirements). Fraudulent behavior outside the Group was recently identified in Latin America and involved unlawful
use of a certificate issuance tool.

Risk control and mitigation measures

A policy aimed at preventing counterfeit certificates and reports has been in place in the Group since 2015. Whenever there is a suspected case of
forged or counterfeit certificates, the Group conducts an investigation to rapidly identify the source and authors of the forgeries/counterfeits.
Where applicable, it informs clients, accreditation bodies and, if necessary, government and customs authorities in accordance with applicable legal
and regulatory requirements. Legal and criminal proceedings are also initiated to put a stop to the fraud and seek damages for the harm suffered by
the Group. Penalties may be adopted against those responsible.

For example, an employee was suspended and subsequently dismissed after it was discovered he had tampered with the results of analyses.
Clients and the relevant legal authorities were immediately notified of the discovery.

The Group’s Compliance Program, described in further detail in section 4.2 – Internal control and risk management procedures and in
section 2.3.1.1 – Ethics, an “absolute” of this Universal Registration Document, helps to prevent and where necessary, detect, any fraud resulting
from inappropriate employee conduct.

To address external counterfeit risks, the Group has developed technologies using timestamping, electronic signatures and QR codes for
certificates or reports in a bid to reduce the risk of forged or counterfeit certificates and improve the traceability of the reports and certificates
issued by the Group.

Potential impacts on the Group

This situation could lead to legal proceedings (civil and criminal), jeopardize the Group’s ability to maintain or renew the Authorizations it needs to
pursue certain activities, result in the withdrawal of certain products from the market and/or damage the reputation of the Group and the TIC
industry in general. It could also adversely and significantly impact the Group’s businesses, reputation, image, financial position, earnings and/or
outlook.

Changes in the risk in 2019

The risk of forged certificates or reports remains stable, even though developments in information technologies could make such counterfeits
either easier to produce and/or harder to detect or identify.

Accordingly, the Group has decided to step up the deployment of technologies aimed at protecting against counterfeits and improving the
traceability of reports and certificates in order to provide protection for all of its businesses. These technologies notably allow end users to verify
document authenticity and content accuracy online.

210 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Risk management
4.1 Risk factors

Risks related to litigation or pre-litigation proceedings to which the Group is a party

Description
As for any TIC company, the nature of Bureau Veritas’ testing, inspection and certification activities is such that there is an inherent risk of the
quality and pertinence of its work and findings being called into question in the event that flaws are subsequently identified or should major
incidents occur.

What makes these types of claims different is that inspection companies can be held liable for sums that are often disproportionate in light of the
amounts actually paid for the services provided.

In the normal course of business, the Group is therefore involved in a large number of litigation or pre-litigation proceedings seeking to establish its
professional liability on a contractual or extra-contractual basis in connection with services provided.

Bureau Veritas is particularly exposed in terms of (i) frequency of occurrence: due to France's Spinetta Law of January 4, 1978, which establishes a
presumption of joint and several liability for technical inspectors, the Group’s Construction business in France sees significant, recurring claims and
the Group’s creditworthiness could also encourage third parties to make claims against it; (ii) timing: there may be a substantial delay between the
date services are provided and the date a legal claim is filed or a legal decision is handed down (certain proceedings can last between 10 and
20 years); and (iii) financial penalties: services provided for hundreds or thousands of euros can give rise to claims seeking several millions of euros
in damages.

To put pressure on the Group, as well as litigation, some claimants readily bring administrative or even criminal proceedings that are unfounded but
can harm the Group’s image, for example proceedings seeking to call into question licenses granted to the Group.

Accordingly, we cannot rule out that new claims may be made against a Group company in the future leading to substantial liability for the Group
and thus having a significant adverse effect on the Group’s business, financial position, earnings or outlook. A detailed description of major legal

4
proceedings to which the Group is a party is provided in section 4.4 – Legal, administrative and arbitration procedures and investigations of this
Universal Registration Document.

Risk control and mitigation measures

Bureau Veritas has implemented procedures aimed at preventing, monitoring and managing litigation. These procedures are described in
section 4.2 – Internal control and risk management procedures of this Universal Registration Document.

The Group’s legal experts work closely alongside its lawyers across the globe to manage these risks as effectively as possible. The Group also seeks
to significantly insure itself against all financial consequences of claims asserting professional liability.

Provisions may be set aside to cover expenses resulting from such proceedings. The amount recognized as a provision is the best estimate of the
expenditure required to settle the present obligation at the end of the reporting period. Details of total provisions for contract-related disputes are
provided in section 6.6 – Notes to the consolidated financial statements, Note 27 – Provisions for liabilities and charges of this Universal
Registration Document.

Potential impacts on the Group

Substantial fines or damages handed down by a court in respect of an incident not insured by a pertinent insurance policy and not adequately
provisioned could have a significant adverse impact on the Group’s consolidated financial statements.

Moreover, multiple awards leading to substantial payouts from insurers under the Group’s insurance policies could result in a sharp rise in insurance
premiums on account of the negative claims history.

Changes in the risk in 2019

The Group’s efforts to manage these risks as effectively as possible by fine-tuning internal processes and extending insurance coverage are paying
off. The Group’s civil liability claims history has improved, although there is no guarantee this trend will continue, owing to the global commercial,
political and legal environment in which the Group operates.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 211

4 Risk management
4.1 Risk factors

4.1.2 Human risks

Risks related to human capital

Description
The Group employs over 78,000 people across the globe. Employee expertise, quality and commitment is vital for the success of a service provider
like Bureau Veritas.

Accordingly, risks related to human capital concern the Group’s ability to attract, retain, develop and motivate its staff, and particularly its
high-performing employees.

The main human capital risks for Bureau Veritas are:

● a weak employer image which limits the Group’s ability to attract talented prospective employees;
● a high attrition rate, which would jeopardize the quality of its services;
● inadequate diversity of current and prospective employees, given the existing male dominance of the profession (mostly requiring an engineering
or expert profile);
● as yet unknown employee engagement levels.

Risk control and mitigation measures

Bureau Veritas has formally set down an HR strategy and policy in the form of an “HR Compass”. This focuses efforts on attracting, engaging and
developing employees. Its initiatives offer employees rewarding career and development opportunities. Bureau Veritas looks to foster employee
loyalty as part of an inclusive development and performance-driven culture. This culture is also designed to reward and recognize employees’
contributions in a fair and transparent manner.

Maintaining and developing pertinent technical skills among all employees in a learning corporate environment is another critical component of the
Bureau Veritas “HR Compass”. This is in addition to the Group’s investment in developing managerial and leadership skills.

An annual review process is also in place to identify high-potential employees among the Group’s managers with the ability to move into leadership
and/or executive management positions in the relatively medium term. The Group also prepares succession plans and specifically monitors career
transitions. Bureau Veritas has implemented a number of specific programs in this respect:
● Employer brand: development and roll-out of the new employer brand “LEAVE YOUR MARK”, along with development and roll-out of an
enhanced corporate culture program, including “BV Values and Leadership Expectations”;
● Attrition: roll-out of new development and performance management approaches: “MyPerformance” and “MyDevelopment”;
● Diversity: development and roll-out of an inclusion policy for the Group, in addition to the Group’s enhanced corporate culture program;
● Engagement: the “BVocal” pilot project rolled out in 2019 to gage employee engagement will be deployed across the Group in 2020; enhanced
corporate culture, development and performance management projects will also be rolled out. Talent management, inclusiveness and diversity
are discussed in further detail in the Non-Financial Statement, in section 2.3.2 – Human capital of this Universal Registration Document.

Potential impacts on the Group

An under-developed employer brand could limit the Group’s ability to attract the talented employees it needs to successfully pursue its strategy.

A very high attrition rate could jeopardize the quality of the Group’s services and affect its ability to meet client expectations.

Insufficient diversity among employees and prospective employees could impact the Group’s ability to give tangible form to its values and affect
the added value that diversity brings to its strategy, which is itself based on diverse employee profiles.

Inadequate or unknown employee engagement levels could prevent the Group from achieving a satisfactory and sustainable level of productivity or
from developing a targeted strategy to improve it.

Changes in the risk in 2019

The risk related to the launch of the employer brand is mitigated following the positive initial response to the new branding on social media in 2019.

Given the Group’s stable attribution rate over the last few years along with the cultural, development and performance management projects
launched in 2019, the Group considers that the risk of a higher attrition rate is low.

The risk related to insufficient employee diversity is seen as a moderate risk with a more significant impact on the long-term execution of the
Group’s strategy. This risk diminishes over time, as the Group’s four values – including “open-mindedness and inclusion” – are promoted and put
into practice.

Based on the results of a pilot project carried out in 2019 to determine the degree of engagement among certain employee groups, the risk related
to unknown employee engagement levels remains moderate.

212 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Risk management
4.1 Risk factors

4.1.3 Risks related to acquisitions

Risk of impairment of intangible assets resulting from acquisitions

Description
A significant proportion of the assets recorded on the Company’s statement of financial position corresponds to intangible assets resulting from
business combinations. Goodwill as reported in the statement of financial position at December 31, 2019 amounts to €2,075.1 million, or 29.4% of
total assets (€7,049.1 million).

Risk control and mitigation measures

In accordance with current IFRS standards, the Group tests the fair value of its indefinite-lived intangible assets each year, based on which it
decides whether or not to recognize impairment against these assets.

The testing approach used is detailed in section 6.6 – Notes to the consolidated financial statements, Note 3 – Summary of significant accounting
policies of this Universal Registration Document.

Potential impacts on the Group

The value of intangible assets depends on the future operating profit of the companies acquired and the discount rates used, which themselves are
dependent on the current and future economic and financial environment.

Changes in the assumptions underpinning their valuation can lead the Group to write down certain intangible assets. In accordance with current
IFRS standards, impairment taken against certain intangible assets cannot be reversed.

Any such impairment would reduce attributable net profit and equity. However, there would be no impact on cash flow for the period.

Changes in the risk in 2019

4
No significant changes in 2019.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 213

4 Risk management
4.2 Internal control and risk management procedures

4.2 Internal control and risk management

procedures
4.2.1 Organization and general approach to internal control
and risk management
Main internal control and risk management stakeholders

BOARD OF DIRECTORS
The Board defines the principles and organization of internal control and risk management
and is informed of the effectiveness of internal control and risk management systems.

AUDIT & RISK COMMITTEE

The Audit & Risk Committee is responsible for monitoring the process of preparing financial information and
for the effectiveness of internal control and risk management systems. It provides a detailed account of its work
to the Board of Directors, along with any related proposals and recommendations (see Chapter 3, section 3.2.7).
Functional reporting lines

EXECUTIVE MANAGEMENT

LEGAL AFFAIRS & AUDIT DEPARTMENT FINANCE DEPARTMENT - INTERNAL CONTROL

Responsible for verifying compliance with procedures. Responsible for preparing, defining and circulating
accounting and financial policies and procedures.

INTERNAL AUDIT
Responsible for analyzing and verifying the due and proper application of management and reporting rules,
and for assessing the quality of the internal control environment.

CENTRAL DEPARTMENTS
Responsible for implementing internal control and risk management procedures in their respective
areas of expertise within the operating entities.

OPERATING ENTITIES
Responsible for reporting on the implementation of remedial action plans drawn up following internal audit
assignments through a dedicated software program and subject to monthly reporting to Executive Management.

214 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Risk management
4.2 Internal control and risk management procedures

Executive Management
Group Executive Management ensures that internal control These audits are aimed at analyzing and verifying that
objectives are set, particularly with respect to the control management and reporting rules are duly applied, as well as
environment, risk assessment and management, internal control reviewing the quality of the internal control environment. The
processes, reliable financial information and Group business main procedures and cycles covered are:
management, based on the principles and organization previously
● billing and revenues;
defined by the Board of Directors.
● purchasing, subcontracting and accounts payable;
Internal control as implemented within Group companies is based
on the following principles: ● human resources;
● recognition of the full accountability of the management of ● cash management;
Group companies;
● tax;
● regular financial reporting system;
● financial statement closing procedures and reporting;
● monitoring of relevant indicators by the different Group
departments; and ● Group Compliance Program; and

● regular and occasional reviews of specific items as part of a ● IT risks.

formal or one-off process. In addition, a review of the financial performance of the Group’s
Where necessary, however, this general framework is adjusted for businesses is conducted when each audit assignment is carried
simplicity purposes so that the internal control process continues out to verify the consistency of all the financial information
to be aligned with the size of the companies within the Group and produced by the entity being audited. The audit reports are sent to
the management of Group entities can duly discharge their the managers of the operating entities and to their superiors, the
responsibilities. central operating departments and Group Executive Management.
Where appropriate, audit reports set out short- and medium-term
remedial action plans for improving the control environment.

4
Audit & Risk Committee
The Internal Audit department systematically monitors
In accordance with article L. 823-19 of the French Commercial implementation of the action plans drawn up following Internal
Code, the Audit & Risk Committee is chiefly responsible for Audit assignments through a dedicated software program
monitoring the process of preparing financial information, the accessible to the audited departments, and gives Executive
effectiveness of internal control and risk management systems Management a monthly progress update on the implementation of
and, where applicable, those of Internal Audit, and the recommendations. In 2019, audited entities achieved an average
independence of the Statutory Auditors. recommendation implementation rate of over 80% for those
issued by the Internal Audit department.
After each meeting, the Chairman of the Audit & Risk Committee
prepares a detailed report of the Committee’s work, proposals and In addition to the annual audit program, the Internal Audit
recommendations for the Board of Directors. department heads up an internal control self-assessment
campaign via the distribution of three types of questionnaires
Details of the work of the Audit & Risk Committee during 2019
across the Group (see “Internal control framework and general
are provided in section 3.2.7 – Committees of the Board of
principles”).
Directors of this Universal Registration Document.

Central departments
Internal Audit
The implementation of internal control and risk management
The Internal Audit department reports to the head of Legal Affairs
procedures is the responsibility of the central departments in their
& Audit. To reinforce the department’s independence, it has also
respective areas of expertise, i.e., Legal Affairs & Audit, Human
had a dotted reporting line to the Chairman of the Audit & Risk
Resources, Finance, Quality, Health & Safety, Security and
Committee since the end of 2018.
Environment (QHSSE), and Technical, Quality and Risk.
The role of the Internal Audit department is to perform audits, ● The Legal Affairs & Audit department provides advice and
principally financial audits, in the various entities of the Group. The
assistance for any legal, insurance, risk and compliance issues
entities to be audited are selected at the time of preparing the
affecting the Group. It helps review calls for tender, major
annual audit plan, which is discussed with Executive Management
contracts and mergers and acquisitions, and analyzes or
and validated by the Audit & Risk Committee. They are chosen
supervises Group litigation and claims as necessary. In close
primarily based on the risks identified, the resulting financial
cooperation with operational staff and the Group’s Technical,
implications and previous internal or external audits. This formal,
Quality and Risk departments, the Legal Affairs & Audit
structured approach is designed to ensure an adequate audit
department helps identify the main risks associated with the
coverage rate for the Group’s entities over several years. In
Group’s activities, particularly by overseeing risk maps, and
addition, the Internal Audit department oversees the Group’s
circulates the Group’s risk management policies and
recently acquired entities and regularly liaises with the Legal, Risk,
procedures. It is responsible for taking out the Group’s
Assurance and Compliance functions as part of its work.
professional civil liability and property and casualty insurance
policies. It also defines, implements and supervises the Group’s
Compliance Program, which includes the Code of Ethics and its
internal application procedures, a risk map relating to
corruption and international sanctions, an externally managed
ethics alert procedure, specific training and regular internal and
external audits.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 215

4 Risk management
4.2 Internal control and risk management procedures

● The Human Resources department circulates the evaluation ● The Quality, Health & Safety, Security and Environment
and compensation policies applicable to Group managers and department defines and oversees the Group’s quality, safety,
ensures that all Group employees are compensated and security and environment management system. It ensures that
assessed on the basis of objective, predefined criteria. the various operating groups implement management systems,
leads the continuous improvement process and organizes the
● The Finance department consolidates all of the Group’s
verification of compliance with procedures.
financial information and manages the necessary
reconciliations. It ensures that Group standards and ● The Technical, Quality and Risk departments across the
frameworks are strictly applied, including the Group operating groups are responsible for drawing up the technical
Management Manual (GMM). In this respect, it defines a series risk management policy and verifying the technical quality of
of procedures, tools and references intended to guarantee the services provided, the technical qualification of organizations
quality and consistency of information provided (management (overseeing operating rights and accreditations) and operators,
reporting, financial statements). In particular, monthly reviews and applying technical guidelines and methodologies rolled out
of results of operations, the net cash position and consolidation by the Group. They rely on local networks to circulate
data allows financial and accounting information to be procedures and verify that they are duly applied among
continually monitored and checked for consistency on a operating entities. They are tasked with auditing the operating
centralized basis. entities, defining any corrective actions required and ensuring
that these actions are implemented.

Internal control framework and general principles

Bureau Veritas has adopted the general principles of the AMF’s ● one questionnaire covering the processes relating to the
Reference Framework and has put in place a system that covers preparation of financial and accounting information is
all of the Group’s subsidiaries. The aim is to provide them with a completed by the Group’s operating entities.
tool that they can use for internal control self-assessment and
This yearly self-assessment is designed to ensure compliance with
identifying areas of improvement.
the accounting principles defined in the Group Management
In compliance with the aforementioned AMF Reference Manual (GMM). It also allows the quality of existing control
Framework, three yearly self-assessment questionnaires on processes to be assessed and the requisite corrective measures to
internal control are used by the Group’s Internal Audit be implemented where necessary. At the time of each audit
department: assignment, the Internal Audit department reviews the quality of
the results of the self-assessment. External auditors also review
● two questionnaires are used at registered office level and for
the internal control system as part of their work.
certain cross-functional areas: one covers the general principles
of internal control, while the other concerns financial and Like any control system, it cannot provide an absolute guarantee
accounting internal control more specifically, and in particular that all risks have been eliminated.
how the finance and accounting functions are organized at
central level, intended for support functions (particularly
Finance); and

Risk management framework and general principles

Organization Mapping and managing risk
The Group’s risk management policy is focused on ensuring that The Group regularly prepares and updates risk maps under the
the operating entities fulfill their contractual obligations in a supervision of the Legal Affairs & Audit department, with help
competent and professional manner and on preventing from all operating groups and support functions in order to identify
professional civil liability claims for damages relating to a product, and quantify the main risks and thereby improve risk management
system or facility in respect of which the Group’s entities had procedures. Specific, detailed action plans are drawn up and then
provided services. implemented by operating staff under the supervision of the
registered office. Cross-functional initiatives, mainly relating to
Risks are managed through a structured organization rolled out
technical standards, monitoring regulations and global insurance
within the Group’s different operating groups. This organization is
programs, are also defined and implemented across the Group. In
based on two complementary cross-functional networks and their
2019, the action plans were presented in detail to the Audit &
respective departments: the Legal Affairs & Audit and the
Risk Committee, along with a description of performance
Technical, Quality and Risk departments.
indicators and an implementation progress report.
The broad range of local operations and the need to give
The operating departments also prepare targeted risk analyses
managerial autonomy to operational staff have led to the
when new business activities are launched or when the Group
introduction of a global risk prevention strategy, which has been
responds to calls for tender, assisted by the Technical, Quality and
formally set down and rolled out to each division and operating
Risk departments and the Legal Affairs & Audit department.
group.

216 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Risk management
4.2 Internal control and risk management procedures

Within its networks, the Group’s operational risk management The procedure for preventing and monitoring litigation is covered
policy aims to increase the number and specialization of technical in the risk management policy. It describes the methods for
centers. The Group wishes to develop “Bureau Veritas” technical managing litigation which require coordination between heads of
standards that can be applied throughout the world, while operating entities, the operating groups, and the Legal Affairs &
satisfying the requirements of countries that apply the most Audit department.
stringent regulations.
Each operating group defines the organization it has put in place
Application of the risk management policy and the continual to achieve the Group’s objectives, in order to:
changes in services that the Group is asked to provide requires the
● identify disputes from the outset;
commitment of local networks and risk management officers on
all fronts (technical, quality, legal and compliance), thereby ● make sure that the relevant insurers are informed of any
ensuring that they work together to enhance the Bureau Veritas litigation claims;
brand image and reduce the risks of professional civil liability
claims against the Group. The goal is to share the risk ● organize an effective management approach regarding the
management approach and its objectives with operating teams, defense of the Group’s interests; and
along with the information needed to take decisions consistent ● allow a centralized follow-up of significant litigation by the
with the objectives set by the Board of Directors. Legal Affairs & Audit department.
The Group’s policy of centralizing its professional civil liability and
Preventing and monitoring litigation property and casualty insurance through global programs
facilitates controls and reporting.
The Legal Affairs & Audit department has put in place resources
and procedures to enable twice-yearly assessments of litigation
(including a root cause analysis of major disputes) in conjunction
with operating groups and the Finance department.

4
4.2.2 Internal control procedures
Financial and accounting information
In order to implement internal control procedures relating to the The Finance department is assisted by a network of Finance
production of financial and accounting information, the Group Officers across the Group. These report to the heads of operating
refers to: departments and, from a functional standpoint, to the Group Chief
Financial Officer.
● external standards including all national accounting laws and
regulations based on which Group entities prepare their Subsidiaries operating in different countries are responsible for
financial statements. The Group prepares its consolidated implementing the policies, standards and procedures defined by
financial statements under International Financial Reporting the Group.
Standards (IFRS); and
The budget process is structured in a way that enables objectives
● internal standards consisting of the Group Management to be set at the level of the operating groups. The resulting budget
Manual (GMM), which covers all financial, accounting and tax is therefore a highly effective oversight tool that can be used to
procedures. closely monitor monthly activity at the level of each
country/business. This monthly control of results from operations,
The role of the Finance department is to provide reliable
the net cash position and consolidation data enables Executive
information and pertinent analyses in a timely manner and to act
Management to effectively monitor the Group’s financial
as an expert with respect to financial and financing issues within
performance.
the Group. The department is responsible for setting rules for
applying standards, consolidating results, managing cash and The Group has also defined internal rules and procedures designed
particularly hedging and exchange rate risks, managing tax issues to safeguard assets, prevent and identify fraud, and ensure that
and supervising credit risks. It also acts as a motivating force in accounting information is reliable and presents a true and fair view
certain improvement initiatives, such as the development of of the business.
shared service centers.

Acquisitions Services
The Internal Audit & Acquisitions Services department also Where appropriate, the Internal Audit & Acquisitions Services
provides coordination and integration assistance on acquisitions. department assists the operating groups responsible for
This role is formally set down in a series of procedures known as integration and liaises with all registered office support functions
the Post Merger Integration Plan (PMIP), which is structured and as part of a continuous improvement approach which builds on the
updated around the following areas: Finance, Human Resources, experience acquired during each past operation.
Communication, Legal Affairs & Audit, Information Systems and
IT, and Quality, Health & Safety, Security and Environment.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 217

4 Risk management
4.2 Internal control and risk management procedures

4.2.3 Risk management procedures

Monitoring accreditations – role of Technical, Quality and Risk departments
Bureau Veritas holds a large number of “licenses to operate” The Group has implemented an operating organization for which
(accreditations, authorizations, delegations of authority, etc.) the degree of centralization depends on the business:
which may be issued by national governments, public or private
● in businesses that are managed globally and that offer similar
authorities, and national or international organizations as
services (Marine & Offshore, Certification, Consumer Products
appropriate.
and Government services, Industry), the Technical, Quality and
Each of the Group’s businesses has put in place a dedicated Risk departments are centralized and provide the procedures
organization for managing and monitoring these authorizations on and rules to be applied throughout the world;
a centralized or local basis, and the authorizations are subject to
● in businesses that are managed locally and provide their
regular audits by the authorities concerned.
services based on local technical standards, local Technical,
The aim of the Technical, Quality and Risk departments is to Quality and Risk Officers specify the methods to be applied in
ensure that the services provided by each Group entity are carried their country/region under the aegis of a central Technical
out in compliance with Bureau Veritas procedures, particularly department.
management of conflicts of interest, as regards the application of
The various Technical, Quality and Risk departments use a
technical guidelines and methods defined by the Group, and in
structured network of Officers in each operating group and each
accordance with the regulatory or private terms of reference of
year perform a certain number of technical audits to ensure that
the accrediting organization.
procedures are complied with and that the rules defined by the
Group and the methodologies defined locally are respected.

Quality and ISO certification

The Quality, Health & Safety, Security and Environment procedures have been certified to ISO 9001 by an accredited
department is responsible for implementing and managing a international body.
quality system that supports the operating and functional entities
To this end, the Quality, Health & Safety, Security and
in their aim to continually improve the processes that these
Environment department has a structured network of managers
entities have put in place to meet their clients’ needs. These
around the world and at central level.

Human Resources
The Group’s Human Resources (HR) department ensures that employees and help staff development in general. Data relating to
manager compensation and evaluation policies are consistent and these Group HR processes are managed in an integrated software
fair, while taking into account any particular characteristics of the package.
local environment. The process of managing the performance of
Changes in the total payroll are managed by the Group. These are
managers is defined by the Group, which verifies that it is
analyzed every year as part of the budget process to ensure they
deployed across the network. This ensures that managers are
are mitigated. Key indicators such as the attrition rate are
evaluated and compensated according to known, objective
monitored regularly by the Group HR department and action plans
criteria. The Group’s HR department has put in place career
are implemented in conjunction with the network of HR managers.
management processes to foster the emergence of high-potential

Compliance Program
The Group’s active risk management policy is underpinned by a after having been translated into every language in which the
series of values and ethical principles that are shared by all Group does business.
employees. In 2003, Bureau Veritas, a member of the International
Bureau Veritas assisted in the roll-out of its Code of Ethics by
Federation of Inspection Agencies (IFIA), adopted a Code of Ethics
putting in place the global Compliance Program, a special
applicable to all of the Group’s employees. In compliance with the
ethics-focused program, of which it is an integral component. The
requirements of the IFIA (known as the TIC Council since 2019),
Compliance Program aims to (i) fight against corruption, (ii)
this Code of Ethics sets forth the ethical values, principles and
monitor the integrity of Bureau Veritas services, (iii) prevent
rules on which Bureau Veritas wishes to base its development and
conflicts of interest, and (iv) comply with applicable antitrust and
growth and to build relationships of trust with its clients, staff, and
market regulations. The Group ensures that the program is
commercial partners. A revised Code of Ethics was approved in
effectively deployed and monitored, and it is regularly broadened
December 2019 by the Group’s Ethics Committee. The revision of
to take into account important legislative and regulatory changes.
the Code was intended to (i) include two new chapters (on human
rights and social and environmental responsibility) in compliance The Compliance Program includes a Code of Ethics (available in
with the new requirements of the TIC Council, and (ii) better 32 languages), a manual of internal procedures (available in six
comply with the recommendations of the French Anti-Corruption languages), a compulsory training program for all staff worldwide
Agency (Agence Française Anticorruption – AFA) pursuant to (available primarily as an e-learning module in 16 languages and
article 17 of the French Law of December 9, 2016 (“Sapin II”). The supplemented by local training and awareness-raising initiatives),
revised Code of Ethics will be distributed across the Group in 2020 a whistleblowing procedure for internal and external ethics
violations, a risk mapping process, internal and/or external

218 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Risk management
4.2 Internal control and risk management procedures

assessment procedures for third parties coupled with an In the operating entities, each unit manager is responsible for the
information database and sample contracts, accounting control application of the Compliance Program by the staff under his/her
procedures with the allocation of specific accounts for regulated authority, and is supervised and managed by the heads of the
transactions (gifts, donations, etc.), and regular control and operating groups to which he/she reports. For this purpose, it is
assessment processes, which are mainly conducted via an annual the responsibility of each operating group head to provide a copy
self-assessment campaign and rounded out by internal and of the Code of Ethics to his/her staff, to oversee their training and
external audits. inform them of their duties in simple, practical and concrete
terms, and to leave them with no doubt that any failure to comply
The Compliance Program’s e-learning module is rolled out by a
with the Compliance Program will constitute a serious breach of
dedicated network of Human Resources managers. A regular
their professional obligations.
reporting system has been put in place under the supervision of
this network, which monitors the number of employees trained in Any alleged breach of the Code of Ethics must be brought to the
the Compliance Program each quarter. The aim is to cover 100% attention of the Group Compliance Officer who draws up a related
of the Group’s worldwide employees. file and refers the matter to the Ethics Committee so that the
necessary measures can be taken. An internal or external
The Group’s Ethics Committee, whose members are appointed by
investigation is carried out and, depending on the findings,
the Board of Directors, comprises the Chief Executive Officer, the
sanctions may be imposed, including the possible dismissal of the
Chief Financial Officer, the Human Resources Director and the
employees in question and legal proceedings.
Group Compliance Officer. The Committee oversees the
implementation of the Compliance Program and deals with all of Internal and external audits are conducted each year on the
the Group’s ethics issues. application of and compliance with the principles of the Code of
Ethics, and a statement of compliance is issued by an independent
The Group Compliance Officer uses a network of Compliance
audit firm and sent to the TIC Council’s Compliance Committee.
Officers who act as intermediaries in the Group’s operating
groups. A detailed description of the Compliance Program appears in
section 2.3.1.1 – Ethics: an “absolute” of this Universal
Registration Document. These measures are designed to prevent
any actions that are incompatible with the Group’s ethical

4
principles. Although it endeavors to be vigilant in this regard, no
guarantee can be given that these measures are, or have been,
complied with in all places and circumstances.

4.2.4 Changes in internal control and risk management procedures

In the next few years, the Group will aim for better coordination In terms of risk management, the Group will continue its efforts to
between different stakeholders, covering internal audits, external regularly adapt the risk map methodology in line with changes in
financial audits, internal quality audits, health and safety audits, the Group’s environment, businesses and organization.
audits by accreditation authorities, compliance audits and
technical audits.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 219

4 Risk management
4.3 Insurance

4.3 Insurance
4.3.1 Group policy on insurance
The Group’s policy is to take out insurance policies that cover all To this end, the Group has taken out various global and
its subsidiaries throughout the world. Insurance programs are centralized insurance policies placed via specialized insurance
centralized in order to achieve an appropriate match between the brokers with leading insurers such as Allianz Global Corporate &
risks transferred and the coverage purchased, thereby maximizing Specialty (AGCS), MSIG Insurance Europe AG, AIG, Zurich, RSA and
economies of scale while taking into account the specific Chubb. All insurers selected by the Group have a minimum S&P
characteristics of the Group’s businesses and contractual or legal rating of A-.
constraints.
The following presentation gives a summary of the Group’s main
The optimization of coverage and risk transfer costs is also based insurance policies but does not describe the restrictions,
on the results of the risk map, as well as on the guarantees and exclusions and limits applicable thereto. Policies are negotiated
capacity available on the insurance market. for periods ranging from one to three years.

4.3.2 Group insurance programs

The main centralized programs are as follows:
● the Civil Liability policy, which covers professional civil liability ● the Property Damage and Business Interruption policy, which
for all the Group’s activities, with the exception of Construction covers the offices and laboratories rented, owned or otherwise
in France and Aeronautics (these are covered by specific made available to the Group. As in the past, this policy involves
insurance programs). This Civil Liability policy is complementary the traditional insurance and reinsurance market, as well as the
to the Civil Liability policies taken out in the countries in which Group’s reinsurance subsidiary;
Bureau Veritas operates, but with different limits and/or
● the policy that covers employees on professional missions,
conditions. As in the past, this policy involves the traditional
including a medical assistance program;
insurance and reinsurance market, as well as the Group’s
reinsurance subsidiary; ● since January 2019, the cybersecurity insurance policy, which
covers data breaches and cyberterrorism in particular.
● the “Directors and Officers” (D&O) policy, which covers
Corporate Officer civil liability; Specific or local coverage is obtained to comply with regulations in
different countries and meet the individual requirements of
● the Civil Liability Aeronautics policy, which mainly covers
certain activities. Examples of this are the insurance policies for
aircraft inspection activities leading to certificates of
vehicle fleets and workers’ compensation or for the Construction
airworthiness;
business in France, which are taken out in compliance with local
regulatory practices and mandatory guarantees.

4.3.3 Self-insurance system

The Group’s self-insurance system is centered on its reinsurance The Group believes that the coverage and limits of these central
subsidiary, the inclusion of which in these Group insurance policies and local policies are broadly similar or even more extensive than
has enabled the Group to better manage risks and disputes and those subscribed by global companies of a similar scale operating
optimize coverage and the cost of transferring the risks insured. It in the same sector.
provides:
The Group intends to continue its policy of taking out global
● first-line coverage for the Civil Liability policy for all of the Group’s insurance policies where possible, increasing coverage where
businesses, where this is permitted by applicable legislation and necessary and reducing costs through self-insurance policies as
regulations. The maximum annual amount payable by the appropriate. It will ensure that its main accidental or operational
reinsurance subsidiary for the Civil Liability policy was €9 million risks are transferred to the insurance market where such a market
for 2019, with a limit of €3 million per claim. These amounts exists, and that such transfer can be justified financially. The
apply worldwide except for the United States, where there is an insurance program described above will be adjusted in accordance
annual per-claim limit of USD 10 million for Errors & Omissions with ongoing risk assessments (based mainly on risk maps),
coverage and of USD 2 million for General Liability coverage; market conditions and available insurance capacity.
● as part of the Group’s Property Damage and Business
Interruption policy, per-claim coverage of €2 million for 2019, up
to a maximum amount of €4 million per annum.

220 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Risk management
4.4 Legal, administrative and arbitration procedures and investigations

4.4 Legal, administrative and arbitration

procedures and investigations
In the normal course of business, the Group is involved with estimate of the expenditure required to settle the present
respect to its activities in a large number of legal proceedings obligation at the end of the reporting period. The costs the Group
seeking to establish its professional liability. Although the Group ultimately incurs may exceed the amounts set aside to such
pays careful attention to managing risks and the quality of the provisions due to a variety of factors such as the uncertain nature
services it provides, some services may result in adverse financial of the outcome of the disputes.
penalties.
At the date of this Universal Registration Document, the Group is
Provisions may be set aside to cover expenses resulting from such involved in the main proceedings described below.
proceedings. The amount recognized as a provision is the best

4.4.1 Dispute concerning the construction of a hotel

and commercial complex in Turkey
Bureau Veritas Gozetim Hizmetleri Ltd. Sirketi (“BVG”) and the Under local law, Aymet’s claim is capped at 87.4 million Turkish
Turkish company Aymet are parties to a dispute before the lira, plus interest charged at the statutory rate and court costs.

4
Commercial Court of Ankara relating to the construction of a hotel
On December 5, 2018, the Court upheld Aymet’s application in its
and business complex in respect of which the parties entered into
entirety and ordered BVG to pay the amounts claimed. As BVG
a contract in 2003. In 2004, construction on the project was
contests both the principle of its liability and the loss assessment,
halted following the withdrawal of funding for the project by the
it has appealed this decision, filing a bank guarantee in order to
Aareal Bank. Aymet filed an action against BVG in 2008, claiming
oppose any attempt at enforcing it. The appeal is pending.
damages for alleged failures in the performance of its project
inspection and supervision duties and BVG’s responsibility in the At the current stage of proceedings, the outcome of this dispute is
withdrawal of the project’s financing. uncertain, even though BVG’s counsel are optimistic regarding the
appeal decision. Based on the provisions set aside by the Group,
Regarding the merits of the case, the documents presented to the
and on the information currently available, and after considering
court by BVG and Aareal Bank, which provided a loan for the
the opinion of its legal counsel, the Company considers that this
project and which was also summoned to the proceedings by
claim will not have a material adverse impact on the Group’s
Aymet, along with legal opinions provided by several distinguished
consolidated financial statements.
professors of Turkish law, support the Company’s position
according to which Aymet’s claims are without firm legal or
contractual foundation.
In November 2017, a decision was handed down in the case
between Aareal Bank and Aymet via its legal representative,
within the scope of the same affair. The Court considered that
Aareal Bank had legitimately terminated its financing on account
of a breach of contract by the lender, Aymet.

4.4.2 Tax contingencies and positions

Bureau Veritas SA and certain Group subsidiaries are currently Given the current status of the pending matters and based on the
being audited or have received proposed tax adjustments that information available to date, the Group believes that the tax
have led to discussions with the competent local authorities. Talks contingencies and positions reported in its consolidated financial
are currently at the litigation or pre-litigation stage. statements in respect of these risks, audits and adjustments are
appropriate.

There are no other legal, administrative, government and arbitration procedures or investigations (including any proceedings of which the
Company is aware that are pending or with which the Group is threatened) that could have, or have had over the last six months, a material
impact on the Group’s financial position or profitability. A description of the provisions for claims and disputes booked by the Group is
provided in section 6.6 – Notes to the consolidated financial statements, Note 27 of this Universal Registration Document. This note
continues to be relevant since the disputes relate to taxes other than income taxes (IAS 12).

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 221

4 Risk management

222 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 5

AFR ACTIVITY REPORT

5.1 2019 highlights 224 5.3 Cash flows and sources of financing 235
5.3.1 Cash flows 235
5.1.1 Continuing steady organic revenue growth
throughout the year 224 5.3.2 Financing 238

5
5.1.2 Continuing disciplined M&A strategy with
five transactions in the year 224 5.4 Events after the end
of the reporting period 242
5.1.3 An active portfolio management strategy 225
5.1.4 A proactive cost management approach 225
5.5 2020 outlook 242
5.1.5 Sustained financing activity in favor of
lengthening the average maturity and
optimizing of the average cost of debt 225 5.6 Definition of alternative performance
5.1.6 Catherine Chen appointed Executive indicators and reconciliation with IFRS 243
Vice-President of Bureau Veritas Consumer
5.6.1 Growth 243
Products Services 225
5.6.2 Adjusted operating profit and adjusted
5.2 Business review and results 226 operating margin 244
5.2.1 Revenue 226 5.6.3 Adjusted effective tax rate 244
5.2.2 Operating profit 226 5.6.4 Adjusted net profit 245
5.2.3 Adjusted operating profit 227 5.6.5 Free cash flow 245
5.2.4 Net financial expense 228 5.6.6 Financial debt 245
5.2.5 Income tax expense 229 5.6.7 Consolidated EBITDA 245
5.2.6 Attributable net profit 229
5.7 Significant changes in financial and trading
5.2.7 Adjusted attributable net profit 229 conditions 246
5.2.8 Results by business 230
5.8 Material contracts 246

Components of the Annual Financial Report are identified in this table of contents with the sign AFR

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 223

5 Activity report
5.1 2019 highlights

This report covers the Group’s results and business activities for the year ended December 31, 2019 and was prepared based on the
2019 consolidated financial statements, included in Chapter 6 – Financial statements of this Universal Registration Document.
Unless otherwise indicated, the information presented and discussed in this chapter is financial data resulting from the application of
IFRS 16 to the 2019 consolidated financial statements.
The alternative performance indicators presented in this chapter are defined and reconciled with IFRS in section 5.6 – Definition of
alternative performance indicators and reconciliation with IFRS of this Universal Registration Document.

5.1 2019 highlights

5.1.1 Continuing steady organic revenue growth throughout
the year
Group organic revenue growth amounted to 4.3% in 2019, ● Certification declined 1.5%, as expected, a reflection of a
accelerating at 5.3% in the last quarter after 4.0% growth transitional year post-revision of standards, cushioned by a
achieved in the first nine months of the year: return to strong growth in the last quarter.
● five out of six businesses grew organically at 4.8% on average, In the last quarter, the Group’s portfolio grew 5.3% on average
including Agri-Food & Commodities at 6.7%, Buildings & organically and across the Board. Industry was the top performing
Infrastructure (B&I) at 3.2%, and Consumer Products at 2.3%; business at 9.3%, delivering the full benefits of the balanced Opex
and Capex-related activities. Certification was up 6.7%, benefiting
● Marine & Offshore (up 4.9% led by new construction) and
from strong momentum on new schemes and the development of
Industry (up 6.4% led by Opex diversification and the recovery
the business following the revision of standards period.
of Oil & Gas Capex markets) confirmed their recovery;

5.1.2 Continuing disciplined M&A strategy with five transactions

in the year
In 2019, Bureau Veritas completed five transactions in different countries to strengthen its footprint, representing around €46 million in
annualized revenue (or 0.9% of 2019 Group revenue). These supported two of the five Growth Initiatives:

Annualized revenue Country Date Field of expertise

Buildings & Infrastructure
Consulting and support services for white
Capital Energy €23 million France January 2019
certificate-eligible projects
Owen Group €7 million United States March 2019 Asset management and project compliance services
Agri-Food
Joint venture with
AsureQuality Food testing company providing services
BVAQ Singapore January 2019(1)
€4 million in additional to South East Asian markets
revenue
Shenzhen Total-Test Testing services for agricultural, processed food, additives,
€10 million China April 2019
Technology baby food, animal feed and non-medical cosmetics
Organic certification services for food products against
Q Certificazioni c.€2 million Italy August 2019
national and international standards
(1) Closed on December 28, 2018 and announced on January 3, 2019.

224 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Activity report
5.1 2019 highlights

The Group is pursuing a very selective and disciplined strategy in The pipeline of opportunities remains healthy and the Group will
its operations. As at the end of February 2020, Bureau Veritas had continue to deploy a very selective bolt-on acquisitions strategy,
completed 33 acquisitions adding more than €410 million of in targeted areas and geographies.
incremental revenue (of which more than €390 million supporting
the Group’s five Growth Initiatives).

5.1.3 An active portfolio management strategy

The Group continued to divest in 2019 non-strategic businesses. Elsewhere, a number of laboratories and offices were divested in
It completed the disposal of its health, safety and environmental targeted geographies (North America and Europe notably) and
consulting services in North America in June 2019 focused on under-performing units, in order to streamline its
(HSE Consulting; USD 30 million in revenue in 2018 and global organization.
170 employees).
In total, the Group divested around €35 million of revenue and
reduced its headcount by 250 full-time equivalents in 2019.

5.1.4 A proactive cost management approach

The Group implemented structural margin improvement actions This resulted in a restructuring charge of €24.4 million in 2019,
and continued to adjust its cost base, notably in Industry, Buildings following €42.1 million in 2018.
& Infrastructure, and commodities related-activities.

5.1.5 Sustained financing activity in favor of lengthening

the average maturity and optimizing
of the average cost of debt
In November 2019, Bureau Veritas SA successfully issued a These issuances allow Bureau Veritas to seize attractive market
€500 million unrated new bond maturity January 2027 and conditions for general corporate purposes including the

5
carrying a coupon of 1.125%. This transaction was nearly four refinancing of some of its upcoming maturities, thereby
times oversubscribed, enabling Bureau Veritas to benefit from a lengthening the average maturity of its debt while optimizing its
price below initial price indications. It underlines the high cost.
confidence of investors in the Bureau Veritas business model as
This helped extend the average maturity of the Group’s financial
well as the quality of its credit profile.
debt to 5.8 years(1), with a blended average cost of funds over the
The Group also successfully launched a USD 200 million 10-year full year of 2.8%.
private placement in the US market. This transaction, which was
also strongly oversubscribed, comes with a coupon of 3.21%,
which is a historic low for the Group on this market. The funds
were made available in January 2020.

5.1.6 Catherine Chen appointed Executive Vice-President

of Bureau Veritas Consumer Products Services
On January 1, 2020, Catherine Chen became Executive Executive Officer of Bureau Veritas. She brings more than 20 years
Vice-President of the Consumer Products Services division. Based of global experience in the Consumer Products industry and
in Shanghai, China, Catherine Chen is a member of the Group succeeds Oliver Butler, who has decided to retire from the Group
Executive Committee and reports to Didier Michaud-Daniel, Chief in 2020 after many successful years with Bureau Veritas.

(1) At December 31, 2019, on the basis of the core debt adjusted for 2020 and 2021 maturities partially refinanced during 2019, for a total amount
of €678 million.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 225

5 Activity report
5.2 Business review and results

5.2 Business review and results

2019 2019
after applying before applying
(€ millions) IFRS 16 IFRS 16 2018 Change(1)
Revenue 5,099.7 5,099.7 4,795.5 +6.3%
Purchases and external charges (1,438.3) (1,545.7) (1,418.0)
Personnel costs (2,596.8) (2,596.8) (2,507.1)
Other expenses (343.3) (248.9) (233.2)
Operating profit 721.3 708.3 637.2 +13.2%
Share of profit of equity-accounted companies 0.6 0.6 0.4
Net financial expense (118.6) (100.7) (93.2)
Profit before income tax 603.3 608.2 544.4 +10.8%
Income tax expense (210.7) (212.0) (189.3)
Net profit 392.6 396.2 355.1 +10.6%
Non-controlling interests 24.7 24.8 22.5
ATTRIBUTABLE NET PROFIT 367.9 371.4 332.6 +10.6%
(1) Year-on-year changes are calculated by comparing data for 2019 after applying IFRS 16 with data for 2018.

5.2.1 Revenue
Bureau Veritas’ revenue totaled €5,099.7 million in 2019, up 6.3% The bases for calculating components of revenue growth are
year on year. This reflects: presented in section 5.6 – Definition of alternative performance
indicators and reconciliation with IFRS of this Universal
● organic growth of 4.3%;
Registration Document.
● a positive 1.2% impact from changes in the scope of
consolidation; and
● a positive 0.8% impact from currency fluctuations related to
the appreciation of the US dollar and pegged currencies against
the euro, partly offset by the depreciation of some emerging
countries’ currencies.

5.2.2 Operating profit

Consolidated operating profit totaled €721.3 million in 2019, Expenses relating to purchases and external charges and
jumping 13.2% year on year. Consolidated operating profit totaled personnel costs were up 2.8% overall (up 5.5% before applying
€708.9 million before applying IFRS 16, a rise of 11.2% on 2018. IFRS 16). Other expenses climbed 47.2% (up 6.7% before applying
IFRS 16).

226 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Activity report
5.2 Business review and results

5.2.3 Adjusted operating profit

Adjusted operating profit is defined as operating profit before the adjustment items described in section 5.6 – Definition of alternative
performance indicators and reconciliation with IFRS, and in Note 4 to the consolidated financial statements – Alternative performance
indicators, included in section 6.6 of this Universal Registration Document.
The table below shows a breakdown of adjusted operating profit in 2019 and 2018:

2019 2019
after applying before applying
(€ millions) IFRS 16 IFRS 16 2018 Change(1)
Operating profit 721.3 708.3 637.2 +13.2%
Amortization of intangible assets resulting from
79.8 79.8 75.1
acquisitions
Restructuring costs 24.4 24.4 42.1
Acquisitions and disposals 6.0 6.0 3.6
Total adjustment items 110.2 110.2 120.8
ADJUSTED OPERATING PROFIT 831.5 818.5 758.0 +9.7%
(1) Year-on-year changes are calculated by comparing data for 2019 after applying IFRS 16 with data for 2018.

Adjustment items totaled €110.2 million in the year, compared to ● €6.0 million relating mainly to income and expenses on
€120.8 million in 2018, and comprised: acquisitions, and gains and losses on disposals of businesses.
● €79.8 million in amortization of intangible assets resulting from Consolidated adjusted operating profit increased by 9.7% to
acquisitions; €831.5 million in 2019. Consolidated adjusted operating profit
totaled €818.5 million before applying IFRS 16, a rise of 8.0% on
● €24.4 million in restructuring costs recognized in all regions and
2018.
businesses, primarily concerning Government services,
Buildings & Infrastructure, and activities relating to
Commodities;

CHANGE IN ADJUSTED OPERATING PROFIT

5
(€ millions)
2018 adjusted operating profit 758.0
Organic change +39.4
Organic adjusted operating profit 797.4
Scope +12.7
Adjusted operating profit at constant currency 810.1
Currency +8.4
2019 ADJUSTED OPERATING PROFIT BEFORE APPLYING IFRS 16 818.5
IFRS 16 impact +13.0
2019 ADJUSTED OPERATING PROFIT AFTER APPLYING IFRS 16 831.5

Adjusted operating margin expressed as a percentage of revenue 5 basis points on the 2019 adjusted operating margin. Applying
was 16.3% in 2019, up 50 basis points on 2018. At constant IFRS 16 had a positive adjusted operating impact of 25 basis
exchange rates, it progressed by around 20 basis points in 2019 to points.
16.0%. Currency fluctuations had a slight positive impact of

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 227

5 Activity report
5.2 Business review and results

CHANGE IN ADJUSTED OPERATING MARGIN

(in percentage and basis points)

2018 adjusted operating margin 15.8%
Organic change +13bps
Organic adjusted operating margin 15.9%
Scope +7bps
Adjusted operating margin at constant currency 16.0%
Currency +5bps
2019 ADJUSTED OPERATING MARGIN BEFORE APPLYING IFRS 16 16.1%
IFRS 16 impact +25bps
2019 ADJUSTED OPERATING MARGIN AFTER APPLYING IFRS 16 16.3%

Three out of the Group’s six business activities posted improving leverage, strict cost control, restructuring pay-back and active
margins, adding 32 basis points to the Group’s organic margin. portfolio management.
This was driven by a significant improvement in Agri-Food &
Both Consumer Products and Certification experienced lower
Commodities, Buildings & Infrastructure and Marine & Offshore.
margins due to low or negative organic growth and/or a negative
This improvement is the result of a combination of operating
mix.

5.2.4 Net financial expense

Consolidated net financial expense essentially includes interest losses on foreign currency transactions and adjustments to the
and amortization of debt issuance costs, income received in fair value of financial derivatives. It also includes the interest cost
connection with loans, debt securities or equity instruments, or on pension plans, the expected income or return on funded
other financial instruments held by the Group, and unrealized pension plan assets and the impact of discounting long-term
gains and losses on marketable securities, as well as gains or provisions.

CHANGE IN NET FINANCIAL EXPENSE

2019 2019
after applying before applying
(€ millions) IFRS 16 IFRS 16 2018
Finance costs, gross (102.3) (85.5) (84.3)
Income from cash and cash equivalents 2.1 2.1 1.8
Finance costs, net (100.2) (83.4) (82.5)
Foreign exchange gains/(losses) (10.0) (8.9) (5.7)
Interest cost on pension plans (4.4) (4.4) (2.3)
Other (4.0) (4.0) (2.7)
NET FINANCIAL EXPENSE (118.6) (100.7) (93.2)

Net financial expense was €118.6 million in 2019 (€100.7 million ● the Group’s foreign exchange gains and losses result from the
before applying IFRS 16), compared with €93.2 million in 2018: impact of currency fluctuations on the assets and liabilities of
subsidiaries denominated in a currency other than their
● the increase in net finance costs, to €100.2 million in 2019
functional currency. In 2019, the appreciation in the US dollar
from €82.5 million in 2018, is essentially the result of applying
and the euro against most emerging market currencies
IFRS 16 (€16.8 million);
generated €10.0 million in foreign exchange losses, compared
to a foreign exchange loss of €5.7 million in 2018;
● the interest cost on pensions, discounted at a lower interest
rate, and other financial expenses both increased in 2019.

228 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Activity report
5.2 Business review and results

5.2.5 Income tax expense

Income tax expense on consolidated revenue amounted to €210.7 million in 2019 compared to €189.3 million in 2018. The effective tax
rate, corresponding to income tax expense divided by the amount of pre-tax profit, was 34.9% in 2019 compared with 34.8% in 2018. The
adjusted effective tax rate was 33.1%.
The 0.2% decrease in the adjusted effective tax rate compared to 2018 (33.3%) notably reflects the favorable impact of the new tax
deductibility rules for interest applicable in France.

CHANGE IN THE EFFECTIVE TAX RATE

2019 2019
after applying before applying
(€ millions) IFRS 16 IFRS 16 2018
Profit before income tax 603.3 608.2 544.4
Income tax expense (210.7) (212.0) (189.3)
Effective tax rate 34.9% 34.9% 34.8%
ADJUSTED EFFECTIVE TAX RATE 33.1% 33.1% 33.3%

5.2.6 Attributable net profit

Attributable net profit for the year was up sharply at €367.9 million, 10.6% more than in 2018 (€332.6 million). Attributable net profit
totaled €371.4 million before applying IFRS 16, a rise of 11.7% year on year.
Earnings per share (EPS) came out at €0.83, compared to €0.76 in 2018. Before applying IFRS 16, earnings per share totaled €0.84.

5.2.7 Adjusted attributable net profit

Adjusted attributable net profit is defined as attributable net profit adjusted for the adjustment items net of tax described in section 5.6 –
Definition of alternative performance indicators and reconciliation with IFRS, and in Note 4 to the consolidated financial statements –
Alternative performance indicators, included in section 6.6 of this Universal Registration Document.
5
The table below shows a breakdown of adjusted attributable net profit in 2019 and 2018:

2019 2019
after applying before applying
(€ millions) IFRS 16 IFRS 16 2018
ATTRIBUTABLE NET PROFIT 367.9 371.4 332.6
EPS(a) (in euros per share) 0.83 0.84 0.76
Adjustment items 110.2 110.2 120.8
Net profit/(loss) from discontinued operations - - -
Tax impact on adjustment items (25.4) (25.4) (32.1)
Non-controlling interests (1.7) (1.7) (4.1)
ADJUSTED ATTRIBUTABLE NET PROFIT 451.0 454.5 417.2
ADJUSTED EPS(a) (in euros per share) 1.02 1.03 0.96
(a) Calculated using the weighted average number of shares: 442,259,428 shares in 2019 and 435,786,895 shares in 2018.

Adjusted attributable net profit amounted to €451.0 million, a sharp 8.1% rise compared to 2018. It totaled €454.5 million before applying
IFRS 16, an increase of 8.9% year on year.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 229

5 Activity report
5.2 Business review and results

CHANGE IN ADJUSTED ATTRIBUTABLE NET PROFIT

(€ millions)
2018 adjusted attributable net profit 417.2
Organic change and scope +53.7
Adjusted attributable net profit at constant currency 470.9
Currency (16.4)
2019 ADJUSTED ATTRIBUTABLE NET PROFIT BEFORE APPLYING IFRS 16 454.5
IFRS 16 impact (3.5)
2019 ADJUSTED ATTRIBUTABLE NET PROFIT AFTER APPLYING IFRS 16 451.0

Adjusted earnings per share (or adjusted net profit per share) stood at €1.02 in 2019 versus €0.96 one year earlier. Before applying IFRS 16,
adjusted earnings per share was €1.03.

5.2.8 Results by business

CHANGE IN REVENUE BY BUSINESS

Growth
(€ millions) 2019 2018 Total Organic Scope Currency
Marine & Offshore 368.5 348.6 +5.7% +4.9% +0.1% +0.7%
Agri-Food & Commodities 1,168.2 1,074.5 +8.7% +6.7% +1.2% +0.8%
Industry 1,111.1 1,052.8 +5.5% +6.4% (0.1)% (0.8)%
Buildings & Infrastructure 1,379.2 1,275.7 +8.1% +3.2% +3.6% +1.3%
Certification 370.5 373.7 (0.9)% (1.5)% +0.2% +0.5%
Consumer Products 702.2 670.2 +4.8% +2.3% - +2.5%
TOTAL GROUP 5,099.7 4,795.5 +6.3% +4.3% +1.2% +0.8%

CHANGE IN ADJUSTED OPERATING PROFIT BY BUSINESS

Adjusted operating profit Adjusted operating margin

After applying Total
IFRS 16 change IFRS 16 Organic
(€ millions) 2019 2018 Change 2019 2018 (bps) impact change Scope Currency
Marine & Offshore 81.5 73.5 10.9% 22.1% 21.1% +104 +10 +55 +35 +4
Agri-Food &
161.4 132.0 +22.3% 13.8% 12.3% +153 +40 +79 +39 (5)
Commodities
Industry 141.4 131.1 +7.9% 12.7% 12.5% +26 +32 (9) (5) +8
Buildings &
209.7 188.2 +11.4% 15.2% 14.8% +45 +9 +38 (8) +6
Infrastructure
Certification 64.5 66.4 (2.9)% 17.4% 17.8% (34) +14 (50) +2 -
Consumer Products 173.0 166.8 +3.7% 24.6% 24.9% (26) +35 (53) - (8)
TOTAL GROUP 831.5 758.0 +9.7% 16.3% 15.8% +50 +25 +13 +7 +5

230 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Activity report
5.2 Business review and results

Adjusted operating profit Adjusted operating margin

Before applying Total
IFRS 16 change Organic
(€ millions) 2019 2018 Change 2019 2018 (bps) change Scope Currency
Marine & Offshore 81.2 73.5 +10.5% 22.0% 21.1% +94 +55 +35 +4
Agri-Food & Commodities 156.6 132.0 +18.6% 13.4% 12.3% +113 +79 +39 (5)
Industry 137.7 131.1 +5.0% 12.4% 12.5% (6) (9) (5) +8
Buildings & Infrastructure 208.4 188.2 +10.7% 15.1% 14.8% +36 +38 (8) +6
Certification 64.0 66.4 (3.6)% 17.3% 17.8% (48) (50) +2 -
Consumer Products 170.6 166.8 +2.3% 24.3% 24.9% (61) (53) - (8)
TOTAL GROUP 818.5 758.0 +8.0% 16.1% 15.8% +25 +13 +7 +5

Marine & Offshore Planning, a tool that optimizes the booking of inspections and
visits by the customer. In addition, electronic certificates were
The Marine & Offshore business demonstrated a solid 4.9% deployed during the year for numerous ship owners, with more
organic revenue growth in 2019, as it benefited from the recovery than 1,500 electronic certificates issued.
in new orders. The 2.4% organic revenue growth in Q4 2019 During the year, Bureau Veritas Solutions gained traction amongst
reflects the recovery already seen in the last quarter of 2018. The the Group’s customers as shipowners and operators seek
full year performance results mainly from: expertise to increase the performance of their assets. It was
● high single-digit growth in New Construction, notably driven by launched in 2018 in order to support the Group’s customers in the
the equipment certification business in North East Asia (China context of tightening environmental regulatory requirements.
and South Korea); Adjusted operating margin for the year improved to 22.1%, up
● low single-digit growth in Core In-service, a reflection of the 104 basis points compared to 2018, of which 55 basis points on
fleet’s modest growth, stabilized pricing and small IMO 2020 an organic basis, benefiting from the operating leverage, positive
benefit. The Group also benefited from a regular stream of class mix and operational excellence. The Group saw notably the effect
transfers. At December 31, 2019, the fleet classified by from the successful transformation of the operating model of its
Bureau Veritas comprised 11,394 ships, representing In-Service activity.
126.6 million of Gross Register Tonnage (GRT), up 0.5% on a Outlook: In 2020, Bureau Veritas expects organic revenue growth
yearly basis (based on the number of ships); in this business to be positive. This reflects (i) a good momentum
● low single-digit growth for Services (including Offshore) in New Construction thanks to its healthy backlog; (ii) resilient
benefiting from the extension of services provided to customers Core In-Service activity; (iii) improving Offshore-related activities.

5
and stabilized Offshore activity (loss adjusting services). In
particular, the offshore wind energy provides attractive
opportunities, with the awards of two projects with Jan de Nul, Agri-Food & Commodities
of which one is a highly sophisticated offshore self-elevating
wind farm installation vessel. The Agri-Food & Commodities business achieved strong organic
New orders grew 7.3% to 6.5 million gross tons at the end of growth of 6.7% in 2019, driven by Metals & Minerals, Agri-Food
December 2019 (from 6.1 million gross tons in the prior year and Government services. Q4 2019 recorded a 6.6% organic
period). The Group’s significant outperformance in a market down growth.
double-digit in 2019 illustrates its strong positioning in the most Oil & Petrochemicals (O&P) segment (36% of divisional revenue)
dynamic segments and confirms its leading position in the reported low single-digit organic growth (including in Q4 2019),
LNG-propelled and LNG bunkering vessels. The order book stood with similar growth in both trade and upstream activities. The
at 14.2 million gross tons at the end of the year, up 1.2% Group recorded strong growth in Europe driven by new services
compared to December 2018. It is well diversified with containers, and outsourcing contracts, as well as a very high growth in Africa
bulk, tankers and LNG vessels gas and passenger ships thanks to its extension of footprint and services; in contrast,
representing a significant share of the orders. slightly negative growth was achieved in the US, where
In 2019, Marine & Offshore continued to focus on efficiency levers competitive dynamics remained difficult. Non-trade activities
through digitalization and high added value services. It launched (OCM, Marine fuels) achieved double-digit growth. IMO 2020
new digital tools, such as Veristar Equipment, a platform to provided additional push in the market with strong demand for
simplify the equipment certification process and Optimum Survey compatibility testing as ship owners make the transition.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 231

5 Activity report
5.2 Business review and results

Metals & Minerals segment (28% of divisional revenue) continued Industry

to deliver a strong performance with organic growth high
single-digit in 2019 (including in Q4), led by both Trade and Industry revenue accelerated to 6.4% organically in the full year
Upstream activities across most geographies. Upstream continued 2019 from 3.5% in 2018, confirming the recovery observed over
to record strong growth led notably by Africa, Australia and the the past year. In Q4 2019 the business delivered a strong 9.3%
Americas. The Group experienced good results from its continued organic growth. This reflects the benefits of the strategy of
strategy of development in Africa with new contracts and lab diversification towards Opex and non-Oil & Gas markets together
facilities servicing a range of projects – including bauxite and gold. with improving market conditions in Oil & Gas throughout 2019.
Key mine site outsourcing contract wins (Africa and Australia)
contributed significantly to growth. Trade activities grew high Part of the Group’s strategic plan Growth Initiatives, Opex-related
single-digit organically, primarily led by Asia and Americas. They activities maintained a strong performance in 2019. Low
benefited from favorable market conditions and continued strong double-digit growth was mostly supported by the Power &
performance winning market share. Utilities segment (13% of divisional revenue, P&U), primarily led by
Latin America along with a solid momentum in North America.
Agri-Food (22% of divisional revenue) recorded a very strong During the year, the Group successfully expanded its Opex Grid
double-digit organic growth for the full year, (including in Q4) platform across different Latin American countries (Brazil,
driven by both Food activities and Agricultural testing and Colombia, Peru, Argentina, Panama), capitalizing on its recognized
inspection activities. The Agri business recorded double-digit expertise. Several large contracts with various Power distribution
growth across all geographies apart from Europe. It benefited clients were signed in Chile and Argentina. P&U is expected to
from new contract wins notably in precision farming (in Africa, remain one of the growth engines of the Group and to further
Latin America and Eastern Europe notably), favorable improve the recurring nature of its businesses.
comparables (following poor weather conditions and external
factors in 2018) and new services covering traceable Oil & Gas markets (36% of divisional revenue) continued to
sustainability programs offered to the grower, trade and retail recover throughout the year including in the last quarter:
industry. The Food business also maintained strong trends across Capex-related activities grew low double-digit organically, led by
all geographies, above the market growth, thanks to the strong developments in the United States, Latin America (apart
development of several initiatives, new labs openings (US and from Brazil) and Africa. The business further stabilized in Asia.
Asia) and the benefits from past acquisitions (DTS in Australia or During the year, the Group continued to experience a build-up of
Labomag in Morocco). In 2019, the creation of the Bureau Veritas predominantly small-sized capex opportunities in the pipeline,
Asure Quality joint-venture allowed to consolidate the leading notably on Gas and for LNG related projects. Opex-related
position of the company in South East Asia, thanks to a highly activities grew mid-single-digit organically compared to last year,
integrated network of labs in Singapore, Malaysia, Vietnam and benefiting from the recovery of large key accounts. Growth was
Thailand. primarily fueled by Latin America (Argentina and Colombia
notably) and South & West Europe.
Government services (14% of divisional revenue) recorded
double-digit organic growth in the year, (of which high single-digit By geography, growth was very strong in all the main Latin
in Q4), benefiting from the full ramp-up of VOC (Verification of America countries thanks to sector diversification (P&U activities
Conformity) and single window contracts in several African and O&G Opex), in the US (led by international oil companies and
countries (the Democratic Republic of the Congo, Ghana, Ivory LNG projects) and in certain European countries (including Italy,
Coast and Tanzania notably). the UK and Eastern countries).
The adjusted operating margin for the Agri-Food & Commodities During the year the Group continued to deliver progress on its
business strongly improved to 13.8%, up 153 basis points digital transformation. Drone inspections have been multiplied in
compared to last year. This reflects a strong organic increase (up many sectors and countries, leading to better efficiency and
79 basis points) fueled by the operating leverage, a positive mix greater safety for inspectors. The Group signed three new
and the benefit of past restructuring actions. partnerships: i) with Ergoss for a flight data analysis service for
aviation security; ii) with Cornis for advanced inspection services
Outlook: In 2020, the Group expects its Agri-Food & Commodities for wind turbine blade, based on Cornis artificial intelligence
business to deliver solid organic revenue growth albeit at a slower technology iii) with OSMOS (EREN Group) for integrated
rate compared to 2019, fueled by strong Agri-Food businesses, inspection and structural monitoring services, based on the unique
solid Metals & Minerals markets and resilient Oil & Petrochemicals technology of OSMOS deformation sensors.
activities.
Adjusted operating margin for the year was 12.7%, up 26 basis
points from 12.5% in 2018. Organically the margin declined by
9 basis points due to continuing negative mix effect with the
strong ramp-up of large Opex contracts and mobilization costs
which offset the operational leverage and the benefits of the
restructuring actions.
Outlook: In 2020, Bureau Veritas expects its Industry business to
deliver solid organic revenue growth, fueled by the pursuit of its
successful Opex services diversification alongside further
improvement in Oil & Gas Capex markets.

232 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Activity report
5.2 Business review and results

Buildings & Infrastructure Certification

The Buildings & Infrastructure business posted strong revenue The Certification business recorded, as expected, a slightly
growth of 8.1% in 2019 with a 3.6% impact from external growth negative organic growth of 1.5% for the full year 2019, after the
due notably to the acquisition of Capital Energy in France and exceptionally high level of activity in 2018 with the end of the
Owen Group in the US. three-year standards revision period. In the last quarter, the
growth resumed with a strong organic performance of 6.7%.
Organically, growth amounted to 3.2% for the year (of which 2.8%
in the last quarter) spread across Asia and Americas. As expected QHSE and Transportation Certification markets
Mid-single-digit organic growth was delivered in declined significantly as a result of the absence of transition
Construction-related activities (44% of divisional revenue) while a man-days in the first nine months of the year. This mainly
low single-digit organic growth was reached in the Buildings impacted the countries which are highly dependent on QHSE and
In-service activities (56% of divisional revenue). Transportation standards, namely Germany, the US, Canada, Brazil
and Japan.
The Group achieved high single-digit organic growth in Asia Pacific
(23% of divisional revenue). It was fueled by China (9.5% organic Growth was strong elsewhere supported by new products which
growth), representing 15% of Buildings & Infrastructure revenue, address the overall rising customer demand for brand protection
which remains supported by strong growth in energy and and traceability all along the supply chain. In 2019, the Group
infrastructure project management assistance. Japan also achieved high double-digit growth in Health & Safety
delivered robust organic growth thanks to good development in Management (with the new ISO 45001 standard), Social &
Capex-related services. Customized audits (on both clients’ supply and operations sides),
Sustainability and Corporate Social Responsibility audits. In
In the Americas (19% of divisional revenue), mid-single-digit
particular, the GreenHouseGas and CO2 Emissions business
growth was achieved primarily led by the United States (7.7%
delivered stellar growth this year.
organic growth), benefiting from strong dynamics in data center
commissioning services (Primary Integration acquisition) and solid In Sustainability, Bureau Veritas provides companies with
trends for code compliance services. The acquisition of Owen solutions to measure and verify the different aspects of their
Group (around €7 million in revenue) positioned the Group in climate change, social responsibility commitments and objectives:
buildings and infrastructure compliance services in the US
● airline industry: Bureau Veritas has been one of the first
including ADA accessibility compliance, deferred maintenance
Certification bodies accredited by UKAS for the CORSIA
compliance, commissioning, and code compliance. In Latin
program (Carbon Offsetting & Reduction Scheme for
America, the activity suffered from the end of contracts and the
International Aviation) developed by the United Nations Agency
lack of new investments in Brazil and Mexico notably. The sales
ICAO (International Civil Aviation Organization) to reduce CO2
pipeline however improved by year end.
emissions linked to air traffic by around 2.5 billion tons. This
Growth in Europe (55% of divisional revenue) was slightly up. France accreditation allows the Group to support airlines in verifying
(42% of divisional revenue) was broadly stable with some their carbon emissions levels from 2020;
improvement in Q4 (2.6%) reflecting some growth for Opex-related
● circular economy: Bureau Veritas launched Circular+, in 2019, a
activities (around three-quarter of the French business) while
suite of audit and certification services dedicated to natural

5
Capex-related works were slightly down, reflecting the market
resource conservation, waste recycling, environmental
dynamics. During the year, several initiatives were launched as well
management, optimization of energy consumption and
as more value added package offers: they rely on BV Solutions which
reduction of greenhouse gas emissions.
encompasses a large range of new services including project
management leveraging EMG Ageing & Risk Predictive asset Food Management Systems and Food Certification continued to
management or energy audit/energy efficiency programs deliver strong growth, notably fueled by organic products, up
capitalizing on the expertise of Capital Energy (€23 million in double-digit organically. In August 2019, the Group completed the
revenue, acquired in 2019), providing consulting and support acquisition of Italy-based Q Certificazioni S.r.l., an independent
services for white certificate eligible projects in France. certification body specializing in Organic certification (c.€2 million
of revenue in 2018). This acquisition enables the Group to enter
During the year, the project management assistance of large
the Organic Food certification market in Italy, one of Europe’s
construction works, which was developed in Brazil based on
leading countries in the production of organic food and one of the
PRIManager software, was deployed in more than ten countries.
leading exporting countries of organic produce.
The recent deployment in China should further accelerate the
growth in revenue associated with these services. The Group’s portfolio diversification continued to be a key
contributor to the growth, with new products development being
Adjusted operating margin for the year improved by 45 basis points
up more than 25% in the full year 2019. In risk management,
to 15.2%, of which 38 basis points organic due to efficiency gains
Bureau Veritas continued to develop the portfolio of solutions
and geographical mix effects.
dedicated to companies around Anti-bribery, Asset Management,
Outlook: In 2020, the outlook for the business is expected to and Business Continuity. In digital, the new offers related to the
improve overall thanks to the recovery of France, backed by the protection of private data within the framework of the recent
delivery of its healthy backlog of Opex-related services, mitigated European general regulation on data protection (GDPR) or the new
by the negative impact of Covid-19 on its operations. ISO 27701: 2019 standard on the protection of life, privacy and
personal data.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 233

5 Activity report
5.2 Business review and results

Adjusted operating margin for the year eroded 34 basis points to a in Q4 2018, gained traction amongst the Group customers during
healthy 17.4%. This reflects a 50 basis points organic decrease led the year, allowing its customers to strengthen their confidence in
by negative growth and mix cushioned by margin initiatives. their supplies through supplier inspections.
Outlook: In 2020, the Certification business is expected to deliver Lastly, Electrical & Electronics (33% of divisional revenue)
solid organic revenue growth, led by Sustainability & CSR, Food organic growth was flat. The activity suffered from difficult
schemes and specialized standards related to Risk Management, trading conditions with large US retailers and the effects of
Cybersecurity and Medical Device, as well as new products several bankruptcies. In Europe, the growth was supported by
development overall. Germany notably and strong development in Mobile testing.
In the second half of the year, Bureau Veritas invested in 5G to
support the development of its activities in wireless
Consumer Products technologies/from SmartWorld and their dissemination in all
categories of Internet of Things (IoT) products. The Asian test
The Consumer Products business delivered moderate organic platforms (China, South Korea) are being fitted out and will be
growth of 2.3% in the full year. Growth was led by a strong operational from the first half of 2020. This will gradually support
performance in South Asia and South East Asia, resilience in China, the growth of the Electrical & Electronics segment.
solid growth in Europe and overall challenging in the US. Q4 2019 Throughout 2019 the uncertainty on the tariffs increase
revenue increased by 2.8% on an organic basis. continued to trigger a “wait & see attitude” from some customers
Softlines (35% of divisional revenue) grew low single-digit delaying new product launches. The Group sees no change in
organically, with very strong momentum in South Asia and South trends as of today.
East Asia (notably Vietnam, Cambodia and India), continuing to Adjusted operating margin for the year decreased by 26 basis
benefit from an accelerated sourcing shift out of China. A new points to 24.6% including a 53 basis point organic decline
laboratory was opened in Vietnam in 2019. South Asia and South attributed to the effect of lower growth, negative mix (business
East Asia now represent a significant proportion of the Consumer and geographic led).
Products business. The growth was solid in Europe (led by Turkey
and Italy notably), broadly stable in China while weak in the US. Outlook: In 2020, the Group expects positive organic growth, with
strong momentum in South Asia and South East Asia, moderate
Hardlines (32% of divisional revenue) performed below the growth in Europe, and more challenging conditions in both the US
divisional average, compared to the strong growth in the same and China.
period last year; growth was led by South East Asia and Europe;
Toys remained broadly stable compared to last year. Cosmetics As regards Covid-19, the Group is carefully monitoring the
experienced double-digit growth as well as social and CSR audits situation. In the current circumstances, it expects the growth of its
across all regions. The new international e-commerce platform for Consumer Products business to be negatively impacted in
mass market supplier audits (inSpec-bv.com), which was launched Q1 2020 due to containment measures.

234 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Activity report
5.3 Cash flows and sources of financing

5.3 Cash flows and sources of financing

5.3.1 Cash flows
2019 2019
after applying before applying
(€ millions) IFRS 16 IFRS 16 2018
Profit before income tax 603.3 608.2 544.4
Elimination of cash flows from financing
134.9 117.0 87.4
and investing activities
Provisions and other non-cash items (13.4) (13.4) 25.8
Depreciation, amortization and impairment 305.2 210.8 200.3
Movements in working capital attributable to operations (17.2) (18.8) 4.1
Income tax paid (192.4) (192.4) (176.5)
Net cash generated from operating activities 820.4 711.4 685.5
Acquisitions of subsidiaries (69.9) (69.9) (141.5)
Proceeds from sales of subsidiaries and businesses 7.9 7.9 -
Purchases of property, plant and equipment
(127.9) (127.9) (130.9)
and intangible assets
Proceeds from sales of property, plant and equipment
5.2 5.2 6.8
and intangible assets
Purchases of non-current financial assets (18.3) (18.3) (18.6)
Proceeds from sales of non-current financial assets 12.8 12.8 9.9
Change in loans and advances granted (5.3) (5.3) (0.8)
Dividends received from equity-accounted companies 1.3 1.3 0.2
Net cash used in investing activities (194.2) (194.2) (274.9)

5
Capital increase 3.1 3.1 2.6
Purchases/sales of treasury shares 14.5 14.5 (30.9)
Dividends paid (97.3) (97.3) (277.7)
Increase in borrowings and other financial debt 719.9 719.9 833.4
Repayment of borrowings and other financial debt (608.5) (608.5) (166.4)
Repayment of amounts owed to shareholders (36.5) (36.5) -
Repayment of lease liabilities (109.0) - -
Interest paid (79.8) (79.8) (83.0)
Net cash generated from (used in) financing activities (193.6) (84.6) 278.0
Impact of currency translation differences (1.5) (1.5) (8.5)
Impact of changes in accounting policy - - -
NET INCREASE IN CASH AND CASH EQUIVALENTS 431.1 431.1 680.1
Net cash and cash equivalents at beginning of year 1,034.6 1,034.6 354.5
NET CASH AND CASH EQUIVALENTS AT END OF YEAR 1,465.7 1,465.7 1,034.6
o/w cash and cash equivalents 1,477.8 1,477.8 1,046.3
o/w bank overdrafts (12.1) (12.1) (11.7)

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 235

5 Activity report
5.3 Cash flows and sources of financing

Net cash generated from operating activities

Net cash generated from operating activities surged 19.7% to Working capital requirement (WCR) continued to benefit from
€820.4 million (before applying IFRS 16, it totaled €711.4 million, a initiatives launched within the scope of the “Move for Cash”
rise of 3.8%). The increase in net cash generated from operating improvement program, and represented a lower 8.8% of revenue
activities was primarily driven by an improvement in profit before in 2019, down from 9.0% of revenue in 2018. Working capital
tax, naturally offset in part by the higher income tax paid. The requirement stood at €450.2 million at December 31, 2019,
change in working capital requirement in 2019 corresponds to compared with €433.1 million at December 31, 2018.
€17.2 million in uses of funds, compared to €4.1 million in sources
of funds in 2018. This reflects the adverse impact of the 5.3%
acceleration in organic revenue growth in the fourth quarter.

CHANGE IN NET CASH GENERATED FROM OPERATING ACTIVITIES

(€ millions)
2018 net cash generated from operating activities 685.5
Organic change and scope +19.0
Net cash generated from operating activities at constant exchange rates 704.5
Currency +6.9
2019 NET CASH GENERATED FROM OPERATING ACTIVITIES BEFORE APPLYING IFRS 16 711.4
IFRS 16 impact +109.0
2019 NET CASH GENERATED FROM OPERATING ACTIVITIES AFTER APPLYING IFRS 16 820.4

The table below shows a breakdown of free cash flow in 2019 and 2018:

2019 2019
after applying before applying
(€ millions) IFRS 16 IFRS 16 2018
Net cash generated from operating activities 820.4 711.4 685.5
Net purchases of property, plant and equipment
(122.7) (122.7) (124.1)
and intangible assets
Interest paid (79.8) (79.8) (83.0)
FREE CASH FLOW 617.9 508.9 478.4

Free cash flow, corresponding to net cash flow generated from Free cash flow before applying IFRS 16 was €508.9 million, a rise
operating activities after tax, interest expense and purchases of of 6.4% on 2018. On an organic basis, free cash flow increased by
property, plant and equipment and intangible assets (see the 5.2% in 2019. Both before and after applying IFRS 16, free cash
detailed definition in section 5.6 – Definitions of alternative flow chiefly benefited from a significant improvement in net cash
performance indicators and reconciliation with IFRS of this generated from operating activities and, to a lesser extent, from a
Universal Registration Document), was €617.9 million in 2019, a decrease in interest paid and net purchases of non-current assets
sharp 29.2% rise on 2018. during the period.

CHANGE IN FREE CASH FLOW

(€ millions)
Free cash flow at December 31, 2018 478.4
Organic change +25.1
Organic free cash flow 503.5
Scope +0.1
Free cash flow at constant currency 503.6
Currency +5.3
FREE CASH FLOW AT DECEMBER 31, 2019 BEFORE APPLYING IFRS 16 508.9
IFRS 16 impact +109.0
FREE CASH FLOW AT DECEMBER 31, 2019 AFTER APPLYING IFRS 16 617.9

236 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Activity report
5.3 Cash flows and sources of financing

Purchases of property, plant and equipment Interest paid

and intangible assets Interest paid fell to €79.8 million from €83.0 million in 2018. The
The Group’s Inspection and Certification activities are fairly 2018 figure included payment of the last 6.58% annual coupon on
non-capital intensive, whereas its laboratory testing and analysis the 2008 USPP (USD 155 million) at maturity. The facility was
activities require investment in equipment. These investments refinanced at the same date (July 2018) at a rate of 4.02%.
concern the Consumer Products and Agri-Food & Commodities
businesses and certain customs inspection activities (Government
services, included within the Agri-Food & Commodities business)
requiring scanning equipment and information systems.
Total purchases of property, plant and equipment and intangible
assets net of disposals by the Group were limited, at
€122.7 million. The Group’s net-capex-to-revenue ratio was 2.4%
in 2019, compared to 2.6% in 2018.

Net cash used in investing activities

Net cash used in investing activities reflects the Group’s acquisition-led growth. The breakdown of acquisitions made by the Group can be
presented as follows:

2019 2019
after applying before applying
(€ millions) IFRS 16 IFRS 16 2018
Purchase price of acquisitions (56.6) (56.6) (131.4)
Remeasurement of securities at fair value (step acquisition) 4.3 4.3 -
Cash and cash equivalents of acquired companies 14.8 14.8 1.8
Purchase price outstanding at December 31 in respect of
2.0 2.0 6.3
acquisitions in the year
Equity-settled payments - - 4.0
Purchase price in relation to acquisitions in prior periods (32.5) (32.5) (18.1)
Impact of acquisitions on cash and cash equivalents (68.0) (68.0) (137.4)
Acquisition fees (1.9) (1.9) (4.1)

5
ACQUISITIONS OF SUBSIDIARIES (69.9) (69.9) (141.5)

Acquisitions and disposals of companies

The Group carried out five acquisitions in 2019. A brief description The net financial impact resulting from acquisitions of subsidiaries
of these acquisitions is included in section 5.1 – 2019 Highlights was €69.9 million. No financial debt was carried in the opening
and in Note 12 to the consolidated financial statements, included statement of financial position of the acquired companies.
in section 6.6 of this Universal Registration Document.
Disposals of subsidiaries and businesses had a €7.9 million positive
impact on cash flow.

Net cash generated from (used in) financing activities

Capital transactions (capital Dividends
increases/reductions and share buybacks) In 2019, the Group paid out €97.3 million in dividends, including
Capital transactions (capital increase and acquisitions/disposals of €54.0 million paid by Bureau Veritas SA to its shareholders in
treasury stock) primarily reflect the exercise of stock options by respect of 2018 (dividend of €0.56 per share, payable in cash or in
beneficiaries of stock subscription and purchase option plans. shares). Nearly 80% of the Group’s shareholders opted for the
These transactions represented a net inflow of €17.6 million in stock dividend.
2019.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 237

5 Activity report
5.3 Cash flows and sources of financing

Financial debt
Gross financial debt on the statement of financial position Adjusted net financial debt fell a sharp €301.8 million, mainly
increased by €132.8 million at December 31, 2019 compared reflecting €617.9 million in free cash flow generated, partly offset by:
with December 31, 2018. This increase essentially reflects the
● €98.5 million in payments relating to acquisitions (net) carried
early refinancing operations carried out in the year (€500 million
out in the year and the repayment of amounts owed to
bond issue) in order to take advantage of favorable market
shareholders, and €97.3 million in dividends paid;
conditions, as described in section 5.1.5 of this Universal
Registration Document, notably offset by USPP and Schuldschein ● €109.0 million in repayments of lease liabilities (relating to the
(SSD) note repayments. application of IFRS 16, which offset an increase in free cash
flow for the same amount);
● other items amounting to €11.3 million.

5.3.2 Financing
DEBT MATURITY PROFILE AT DECEMBER 31, 2019

Bonds

178 US Private Placement

89 Schuldschein

China facility

Other

Already refinanced
44
500 500 500 500
70

98
178
102
138
146 200 138 178
45
2020 2021 2022 2023 2024 2025 2026 2027 2028 2029

BREAKDOWN OF DEBT

2% 4% 3%
1%
6%
24% 22%

Bonds
EUR
US Private Placement Fixed rate
USD
Schuldschein Floating rate
Other
China facility
Other

67% 96% 75%

238 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Activity report
5.3 Cash flows and sources of financing

Sources of Group financing

Main sources of financing ● 2019 US Private Placement (undrawn);

At December 31, 2019, the Group’s gross debt totaled ● different tranches of the Schuldschein SSD notes (€200 million);
€3,287.5 million, comprising the items listed below. and
● 2014, 2016, 2018 and 2019 bond issues (€2.2 billion).
Non-bank financing:
● 2008 US Private Placement (€145.8 million); Bank financing:
● 2011 & 2014 US Private Placement (€89.0 million); ● 2018 syndicated credit facility (undrawn);

● 2013 & 2014 US Private Placement (€44.5 million); ● bank financing (€69.7 million) carried on the books of Bureau
Veritas Investment Shanghai Co., Ltd.;
● 2017 US Private Placement (€316.0 million) carried on the
books of Bureau Veritas Holdings, Inc.; ● other bank debt (€2.6 million); and

● 2018 US Private Placement (€178.0 million) carried on the ● bank overdrafts (€12.1 million).

books of Bureau Veritas Holdings, Inc.;

Other borrowing costs and accrued interest (€29.9 million).

The change in the Group’s gross debt is shown below:

2019 2019
after applying before applying
(€ millions) IFRS 16 IFRS 16 2018
Bank borrowings due after one year 2,918.5 2,918.5 2,655.7
Bank borrowings due within one year 356.9 356.9 487.3
Bank overdrafts 12.1 12.1 11.7
GROSS DEBT 3,287.5 3,287.5 3,154.7

The table below shows the change in cash and cash equivalents and net debt:

2019 2019
after applying before applying
(€ millions) IFRS 16 IFRS 16 2018
Marketable securities
Cash at bank and on hand
Cash and cash equivalents
431.3
1,046.5
1,477.8
431.3
1,046.5
1,477.8
607.5
438.8
1,046.3
5
Gross debt 3,287.5 3,287.5 3,154.7
NET DEBT 1,809.7 1,809.7 2,108.4
Currency hedging instruments 3.6 3.6 6.7
ADJUSTED NET FINANCIAL DEBT 1,813.3 1,813.3 2,115.1

Adjusted net financial debt (net financial debt after currency ● the first covenant is defined as the ratio of adjusted net
hedging instruments as defined in the calculation of covenants) financial debt divided by consolidated EBITDA (net profit, or
amounted to €1,813.3 million at December 31, 2019, compared earnings before interest, tax, depreciation, amortization and
with €2,115.1 million at December 31, 2018. provisions), adjusted for any entities acquired over the last
12 months. This ratio should be less than 3.25. At
Bank covenants December 31, 2019, it stood at 1.87;
Some of the Group’s financing requires compliance with certain ● the second covenant represents consolidated EBITDA, adjusted
bank covenants and ratios. The Group complied with all such for any entities acquired over the last 12 months, divided by
commitments at December 31, 2019. The commitments can be consolidated net financial expense. This ratio should be higher
summarized as follows: than 5.5. At December 31, 2019, it stood at 11.62.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 239

5 Activity report
5.3 Cash flows and sources of financing

Main terms and conditions of financing

2008 US Private Placement
On July 16, 2008, the Group put in place a private placement in the United States (2008 USPP) for USD 266 million and GBP 63 million.
The issue was carried out in the form of four senior notes redeemable at maturity. In July 2018, two of these notes were redeemed for
USD 155 million and GBP 23 million.
The terms and conditions of this financing are as follows:

Amounts
Maturity (€ millions) Currency Repayment Interest
July 2020 145.8 GBP & USD At maturity Fixed

2011 & 2014 US Private Placement

In 2011, the Group set up a US Private Placement (2011 USPP) with an investor for USD 200 million.
The Group confirmed it had drawn down USD 100 million of this facility in 2011 with a ten-year term, and USD 100 million in May 2014
with an eight-year term.
The floating-rate tranche, due in May 2022, was repaid early in January 2019 in an amount of USD 100 million.

Amounts
Maturity (€ millions) Currency Repayment Interest
October 2021 89.0 USD At maturity Fixed

2013 & 2014 US Private Placement

In October 2013, the Group set up a US Private Placement (2013 USPP) with an investor for USD 150 million.
The floating-rate tranche, due in September 2020 (USD 75 million) and in July 2022 (USD 25 million), was repaid early in January 2019.

Amounts
Maturity (€ millions) Currency Repayment Interest
July 2022 44.5 USD At maturity Fixed

2017 US Private Placement

In July 2017, the Group set up two US Private Placements (2017 USPP) for an aggregate amount of USD 355 million. The terms and
conditions of this financing are as follows:

Amounts
Maturity (€ millions) Currency Repayment Interest
September 2027 178.0 USD At maturity Fixed

At December 31, 2019, the USD 200 million financing facility carried on the books of Bureau Veritas Holdings, Inc. had been fully drawn
down in USD.

Amounts
Maturity (€ millions) Currency Repayment Interest
July 2028 138.0 USD At maturity Fixed

At December 31, 2019, the USD 155 million financing facility carried on the books of Bureau Veritas Holdings, Inc. had been fully drawn down.

240 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Activity report
5.3 Cash flows and sources of financing

2018 US Private Placement

In December 2018, the Group set up a US Private Placement (2018 USPP) with an investor for USD 200 million. The terms and conditions
of this financing are as follows:

Amounts
Maturity (€ millions) Currency Repayment Interest
January 2029 178.0 USD At maturity Fixed

At December 31, 2019, the USD 200 million financing facility carried on the books of Bureau Veritas Holdings, Inc. had been fully drawn
down in USD.

2019 US Private Placement

In November 2019, the Group set up a US Private Placement (2019 USPP) for USD 200 million. The terms and conditions of this financing
are as follows:

Amounts
Maturity (€ millions) Currency Repayment Interest
January 2030 178.0 USD At maturity Fixed

At December 31, 2019, the USD 200 million facility had not been drawn down.

Schuldschein notes (SSD)

In July 2015, the Group set up a Schuldschein-type private placement for €200 million, maturing at five and seven years.
Two tranches of a previous Schuldschein debt were redeemed at maturity, in January 2019 (€50 million) and March 2019 (€10 million),
respectively. The total amount outstanding under this facility represented €200 million at December 31, 2019.

2014, 2016, 2018 and 2019 bond issues

The Group carried out five unrated bond issues totaling €2.2 billion. The bonds have the following terms and conditions:

Amounts
Maturity (€ millions) Currency Repayment Interest

5
January 2021 500 EUR At maturity 3.125%
September 2023 500 EUR At maturity 1.250%
January 2025 500 EUR At maturity 1.875%
September 2026 200 EUR At maturity 2.000%
January 2027 500 EUR At maturity 1.125%

In April 2019, the Group redeemed its €200 million unrated note. 2018 syndicated credit facility
The Group has a confirmed revolving syndicated credit facility for
Negotiable European Commercial Paper (NEU CP) €600 million. This facility was set up in May 2018 for a five-year
The Group put in place a NEU CP program with the Banque de term and includes two one-year extension options that can be
France to optimize its short-term cash management. The maturity exercised at the end of the first and second years, respectively.
of the commercial paper is less than one year. The ceiling for this
The first extension option was exercised in May 2019, extending
program was increased from €450 million to €600 million after
the maturity of the 2018 syndicated facility to May 2024.
the Group set up a new revolving syndicated credit facility in
May 2018 for the same amount. At December 31, 2019, the 2018 syndicated loan had not been
drawn down.
The Group did not issue any negotiable European commercial
paper at December 31, 2019.
CNY bank financing (“China facility”)
Negotiable European Medium-Term Notes (NEU MTN) In September 2018, the Group set up a two-year bank facility for
CNY 750 million carried on the books of Bureau Veritas
The Group set up a NEU MTN program with the Banque de France
Investment Shanghai Co., Ltd.
in order to establish a legal framework for its one- to three-year
private placement issues. The ceiling for this program is At December 31, 2019, an amount of CNY 545 million had been
€300 million. drawn on this facility.
At December 31, 2019, the NEU MTN program had not been used.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 241

5 Activity report
5.4 Events after the end of the reporting period

Sources of financing anticipated for future investments

The Group estimates that its operations will be able to be fully funded by the cash generated from its operating activities.
In order to finance its external growth, at December 31, 2019 the Group had sources of funds provided by:
● free cash flow after tax, interest and dividends;
● available cash and cash equivalents;
● a confirmed amount of €600 million available under the 2018 syndicated facility. The availability of this facility is conditional upon the
Group's compliance with its covenants.

Investments
Main investments Planned investments
The Group has not made any investments over the last three ● The 2020 investments budget is around €146 million, higher
financial years individually representing material amounts, which is than 2019 expenditure (€128 million).
characteristic of its business as a services company. In general,
Bureau Veritas’ investments mainly concern:
● laboratory maintenance and equipment;
● office fittings;
● IT equipment for employees (tablets, computers, telephones);
● measuring equipment; and
● digital tools (software, e-commerce platforms, applications).

5.4 Events after the end

of the reporting period
Events after the reporting period are presented in Note 37 to the consolidated financial statements – Events after the end of the reporting
period, included in section 6.6 of this Universal Registration Document.

5.5 2020 outlook

Impact on the business due to Covid-19
Bureau Veritas is closely monitoring the economic inactivity associated with the Covid-19 outbreak which is having a direct impact on its
operations. On February 27, 2020, when Bureau Veritas announced its results for 2019 and at a time when the impact of the virus was
limited to its operations in Asia, the Group estimated the impact on revenue to be in the range of €60 to €100 million.
In light of the progression of the epidemic, which was classed as a pandemic by the World Health Organization on March 11, 2020, the
impact that was at first primarily concentrated in China (17% of Group revenue, 16,461 employees as of December 31, 2019) is now
spreading to other geographical regions.
Given the uncertainty surrounding the health situation, it is impossible to quantify the impact of this crisis on the Group’s 2020 results.
Further updates will be provided as and when possible.
The Covid-19 outbreak has no impact on the Group’s accounting and financial position as of December 31, 2019 as presented in this
Universal Registration Document.
The Group is carefully monitoring the situation and has taken the appropriate actions to protect the health of its people and, where
possible, of its customers, suppliers and subcontractors.

242 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Activity report
5.6 Definition of alternative performance indicators and reconciliation with IFRS

5.6 Definition of alternative performance

indicators and reconciliation with IFRS
The management process used by Bureau Veritas is based on a series of alternative performance indicators, as presented below. These
indicators were defined for the purposes of preparing the Group’s budgets and internal and external reporting. Bureau Veritas considers
that these indicators provide additional useful information to financial statement users, enabling them to better understand the Group’s
performance, especially its operating performance. Some of these indicators represent benchmarks in the testing, inspection and
certification (“TIC”) business and are commonly used and tracked by the financial community. These alternative performance indicators
should be seen as a complement to IFRS-compliant indicators and the resulting changes.

5.6.1 Growth
Total revenue growth The Group also considers that separately presenting organic
revenue generated by its businesses provides management and
The total revenue growth percentage measures changes in investors with useful information on trends in its industrial
consolidated revenue between the previous year and the current businesses, and enables a more direct comparison with other
year. Total revenue growth has three components: companies in its industry.

● organic growth; Organic revenue growth represents the percentage of revenue

growth, presented at Group level and for each business, based on
● impact of changes in the scope of consolidation (scope effect); constant scope of consolidation and exchange rates over
comparable periods:
● impact of changes in exchange rates (currency effect).
● constant scope of consolidation: data are restated for the
These components are presented in section 5.2.1 – Revenue of
impact of changes in the scope of consolidation over a
this Universal Registration Document. Details of changes in
12-month period;
revenue, at Group level and for each business, are provided in
section 5.2.8 – Results by business of this document. ● constant exchange rates: data for the current year are restated
using exchange rates for the previous year.
Organic growth

5
The Group internally monitors and publishes “organic” revenue
Scope effect
growth, which it considers to be more representative of the To establish a meaningful comparison between reporting periods,
Group’s operating performance in each of its business sectors. the impact of changes in the scope of consolidation is determined:
The main measure used to manage and track consolidated ● for acquisitions carried out in the current year: by deducting
revenue growth is like-for-like, or organic growth. Determining from revenue for the current year revenue generated by the
organic growth enables the Group to monitor trends in its business acquired businesses in the current year;
excluding the impact of currency fluctuations, which are outside of
Bureau Veritas’ control as well as scope effects, which concern ● for acquisitions carried out in the previous year: by deducting
new businesses or businesses that no longer form part of the from revenue for the current year revenue generated by the
Group’s existing activities. Organic growth is used to monitor the acquired businesses in the months in the previous year in which
Group’s performance internally. they were not consolidated;

Bureau Veritas considers that organic growth provides ● for disposals and divestments carried out in the current year: by
management and investors with a more comprehensive deducting from revenue for the previous year revenue
understanding of its underlying operating performance and generated by the disposed and divested businesses in the
current business trends, excluding the impact of acquisitions, previous year in the months of the current year in which they
divestments (outright divestments as well as the unplanned were not part of the Group;
suspension of operations – in the event of international sanctions, ● for disposals and divestments carried out in the previous year,
for example) and changes in exchange rates for businesses by deducting from revenue for the previous year revenue
exposed to foreign exchange volatility, which can mask underlying generated by the disposed and divested businesses in the
trends. previous year prior to their disposal/divestment.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 243

5 Activity report
5.6 Definition of alternative performance indicators and reconciliation with IFRS

Currency effect
The currency effect is calculated by translating revenue for the current year at the exchange rates for the previous year.

5.6.2 Adjusted operating profit and adjusted operating margin

Adjusted operating profit and adjusted operating margin are key amortization of intangible assets in the year of acquisition may, in
indicators used to measure the recurring performance of the some cases, be based on a temporary measurement and be
business, excluding material items that cannot be considered subject to minor adjustments in the subsequent reporting period,
inherent to the Group’s underlying intrinsic performance owing to once the definitive value of the intangible assets is known.
their unusual nature. Bureau Veritas considers that these
Organic adjusted operating profit represents operating profit
indicators, presented at Group level and for each business, are
adjusted for scope and currency effects over comparable periods:
more representative of the operating performance in its industry.
Details of changes in adjusted operating profit and adjusted ● at constant scope of consolidation: data are restated based on
operating margin, at Group level and for each business, are a 12-month period;
presented in section 5.2.8 – Results by business of this Universal
Registration Document. ● at constant exchange rates: data for the current year are
restated using exchange rates for the previous year.
The scope and currency effects are calculated using a similar
Adjusted operating profit approach to that used for revenue (see above in section 5.6.1 –
Growth) for each component of operating profit and adjusted
operating profit.
Adjusted operating profit represents operating profit prior to
adjustments for the following: The definition of adjusted operating profit along with a
reconciliation table are provided in Note 4 to the 2019
● amortization of intangible assets resulting from acquisitions;
consolidated financial statements – Alternative performance
● impairment of goodwill; indicators, included in Chapter 6 – Financial statements of this
Universal Registration Document.
● fees and costs on acquisitions of businesses;
● contingent consideration on acquisitions of businesses;
● gains and losses on disposals of businesses; Adjusted operating margin
● restructuring costs.
Adjusted operating margin expressed as a percentage represents
When an acquisition is carried out during the financial year, the adjusted operating profit divided by revenue. Adjusted operating
amortization of the related intangible assets is calculated on a margin can be presented on an organic basis or at constant
time proportion basis. exchange rates, thereby, in the latter case, providing a view of the
Group’s performance excluding the impact of currency
Since a measurement period of 12 months is allowed for fluctuations, which are outside of Bureau Veritas’ control.
determining the fair value of acquired assets and liabilities,

5.6.3 Adjusted effective tax rate

The effective tax rate (ETR) represents income tax expense divided by pre-tax profit before taking into account the
divided by the amount of pre-tax profit. adjustment items defined in section 5.6.2 – Adjusted operating
profit and adjusted operating margin of this Universal Registration
The adjusted effective tax rate (adjusted ETR) represents income
Document.
tax expense adjusted for the tax effect on adjustment items

244 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Activity report
5.6 Definition of alternative performance indicators and reconciliation with IFRS

5.6.4 Adjusted net profit

Adjusted attributable net profit Adjustment items are presented in section 5.6.2 – Adjusted
operating profit and adjusted operating margin of this Universal
Adjusted attributable net profit is defined as attributable net Registration Document.
profit adjusted for adjustment items and for the tax effect on
adjustment items. Adjusted attributable net profit excludes
non-controlling interests in adjustment items and only concerns Adjusted attributable net profit per share
continuing operations.
Adjusted attributable net profit can be presented at constant Adjusted attributable net profit per share (adjusted EPS or
exchange rates, thereby providing a view of the Group’s earnings per share) is defined as adjusted attributable net profit
performance excluding the impact of currency fluctuations, which divided by the weighted average number of shares in the period.
are outside of Bureau Veritas’ control. The currency effect is
calculated by translating the various income statement items for
the current year at the exchange rates for the previous year.

5.6.5 Free cash flow

Free cash flow represents net cash generated from operating ● at constant exchange rates: data for the current year are
activities (operating cash flow), adjusted for the following items: restated using exchange rates for the previous year.
● purchases of property, plant and equipment and intangible The scope and currency effects are calculated using a similar
assets; approach to that used for revenue (see above in section 5.6.1 –
Growth) for each component of net cash generated from
● proceeds from disposals of property, plant and equipment and
operating activities and free cash flow.
intangible assets;
The definition of free cash flow along with a reconciliation table
● interest paid.
are provided in Note 4 to the 2019 consolidated financial
Net cash generated from operating activities is shown after statements – Alternative performance indicators, included in
income tax paid. Chapter 6 – Financial statements of this Universal Registration
Document. Details of changes in net cash generated from
Organic free cash flow represents free cash flow at constant operating activities and free cash flow are presented in
scope and exchange rates over comparable periods: section 5.3.1 – Cash flows of this document.
● at constant scope of consolidation: data are restated based on

5
a 12-month period;

5.6.6 Financial debt

Gross debt Adjusted net debt
Gross debt (or gross finance costs/financial debt) represents bank Adjusted net debt (or adjusted net finance costs/financial debt) as
loans and borrowings plus bank overdrafts. defined and used by the Group represents net debt taking into
account currency hedging instruments.
Definitions of finance costs/financial debt along with a
Net debt reconciliation table are provided in Note 24 to the 2019
consolidated financial statements – Borrowings and financial debt,
Net debt (or net finance costs/financial debt) as defined and used included in Chapter 6 – Financial statements of this Universal
by the Group represents gross debt less cash and cash Registration Document.
equivalents. Cash and cash equivalents comprise marketable
securities and similar receivables as well as cash at bank and on
hand.

5.6.7 Consolidated EBITDA

Consolidated EBITDA represents net profit before interest, tax, depreciation, amortization and provisions, adjusted for any entities acquired
over the last 12 months. Consolidated EBITDA is used by the Group to track its bank covenants.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 245

5 Activity report
5.7 Significant changes in financial and trading conditions

5.7 Significant changes in financial

and trading conditions
None.

5.8 Material contracts

In light of the nature of its business, as of the date of this Universal Registration Document the Company has not entered into material
contracts other than those entered into in the ordinary course of business, with the exception of the borrowings described in section 5.3.2 –
Financing of this Universal Registration Document.

246 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 6

AFR FINANCIAL STATEMENTS

6.1 Consolidated income statement 248 6.8 Bureau Veritas SA statutory financial
statements 312
6.2 Consolidated statement of comprehensive Balance sheet at December 31 312
income 249 Income statement 313
Statement of cash flows 313
6.3 Consolidated statement of financial Summary of significant accounting policies 314
position 250 2019 highlights 316

6.4 Consolidated statement of changes 6.9 Notes to the statutory financial

in equity 251 statements 316

6.5 Consolidated statement of cash flows 252

6.10 Additional information regarding Bureau
6.6 Notes to the consolidated financial Veritas in view of the approval of the 2019
financial statements 331

6
statements 253
New principles 255 6.10.1 Activity and results of the parent company 331
Principles requiring management input 257 6.10.2 Recommended appropriation of 2019 net
profit 331
Key principles in light of the Group’s
business activities or financial position 257 6.10.3 Total sumptuary expenditure and related
tax 332
Standard principles applicable 261
6.10.4 Subsidiaries and affiliates 332
6.7 Statutory Auditors’ report on the 6.10.5 Five-year financial summary 333
consolidated financial statements 306 6.10.6 Information regarding payment terms 333

6.11 Statutory Auditors’ report on the financial

statements 334

Components of the Annual Financial Report are identified in this table of contents with the sign AFR

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 247

6 Financial statements
6.1 Consolidated income statement

6.1 Consolidated income statement

(€ millions, except per share data) Notes 2019 2018
Revenue 7 5,099.7 4,795.5
Purchases and external charges 8 (1,438.3) (1,418.0)
Personnel costs 8 (2,596.8) (2,507.1)
Taxes other than on income (45.8) (46.2)
Net (additions to)/reversals of provisions 8 (9.2) (11.8)
Depreciation and amortization 13/14/15 (305.3) (200.3)
Other operating income and expense, net 8 17.0 25.1
Operating profit 721.3 637.2
Share of profit of equity-accounted companies 0.6 0.4
Operating profit after share of profit of equity-accounted companies 721.9 637.6
Income from cash and cash equivalents 2.1 1.8
Finance costs, gross (102.3) (84.3)
Finance costs, net (100.2) (82.5)
Other financial income and expense, net 9 (18.4) (10.7)
Net financial expense (118.6) (93.2)
Profit before income tax 603.3 544.4
Income tax expense 10 (210.7) (189.3)
Net profit from continuing operations 392.6 355.1
Non-controlling interests 24.7 22.5
ATTRIBUTABLE NET PROFIT 367.9 332.6
Earnings per share (in €):
Basic earnings per share 31 0.83 0.76
Diluted earnings per share 31 0.83 0.76

248 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.2 Consolidated statement of comprehensive income

6.2 Consolidated statement

of comprehensive income
(€ millions) Notes 2019 2018
Net profit 392.6 355.1
Other comprehensive income
Items to be reclassified to profit
Currency translation differences(a) 48.1 (62.0)
Cash flow hedges(b) 1.0 (0.1)
Tax effect on items to be reclassified to profit 10 (0.1) -
Total items to be reclassified to profit 49.0 (62.1)
Items not to be reclassified to profit
Actuarial gains/(losses)(c) 26 (6.3) 5.8
Tax effect on items not to be reclassified to profit 10 1.4 (1.6)
Total items not to be reclassified to profit (4.9) 4.2
Total other comprehensive income/(expense), after tax 44.1 (57.9)
TOTAL COMPREHENSIVE INCOME 436.7 297.2
Attributable to:
owners of the Company 411.0 271.5
non-controlling interests 25.7 25.7
(a) Currency translation differences: this item includes exchange differences arising on the conversion of the financial statements of foreign subsidiaries into euros.
The differences result mainly from fluctuations during the period in the Canadian dollar (€25.7 million), Singapore dollar (€13.5 million), and Angolan kwanza
(€8.5 million).
(b) The change in cash flow hedges results from changes in the fair value of derivative financial instruments eligible for hedge accounting.
(c) Actuarial gains and losses: the Group recognizes actuarial gains and losses arising on the measurement of pension plans and other long-term employee benefits in
equity. These actuarial differences reflect the impact of experience adjustments and changes in valuation assumptions (discount rate, salary inflation rate and
rate of increase in pensions) regarding the Group’s obligations in respect of defined benefit plans.
The amount shown (€6.3 million) relates chiefly to actuarial gains of €6.1 million booked in France.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 249

6 Financial statements
6.3 Consolidated statement of financial position

6.3 Consolidated statement of financial

position
(€ millions) Notes December 31, 2019 December 31, 2018
Goodwill 11 2,075.1 2,011.6
Intangible assets 13 611.1 634.6
Property, plant and equipment 14 444.9 471.1
Right-of-use assets 15 369.0 -
Non-current financial assets 17 118.3 114.8
Deferred income tax assets 16 132.1 135.3
Total non-current assets 3,750.5 3,367.4
Trade and other receivables 19 1,520.0 1,409.0
Contract assets 20 226.0 206.9
Current income tax assets 47.0 49.8
Derivative financial instruments 18 4.4 3.8
Other current financial assets 17 23.4 13.1
Cash and cash equivalents 21 1,477.8 1,046.3
Total current assets 3,298.6 2,728.9
TOTAL ASSETS 7,049.1 6,096.3
Share capital 22 54.2 53.0
Retained earnings and other reserves 1,209.6 906.3
Equity attributable to owners of the Company 1,263.8 959.3
Non-controlling interests 58.3 48.3
Total equity 1,322.1 1,007.6
Non-current borrowings and financial debt 24 2,918.5 2,655.7
Non-current lease liabilities 326.0 -
Derivative financial instruments 18 - 6.7
Other non-current financial liabilities 25 115.7 125.0
Deferred income tax liabilities 16 122.9 127.4
Pension plans and other long-term employee benefits 26 192.8 185.6
Provisions for liabilities and charges 27 72.2 105.1
Total non-current liabilities 3,748.1 3,205.5
Trade and other payables 28 1,098.6 1,024.8
Contract liabilities 29 197.2 158.0
Current income tax liabilities 137.4 71.2
Current borrowings and financial debt 24 369.0 499.0
Current lease liabilities 92.6 -
Derivative financial instruments 18 4.9 4.4
Other current financial liabilities 25 79.2 125.8
Total current liabilities 1,978.9 1,883.2
TOTAL EQUITY AND LIABILITIES 7,049.1 6,096.3

250 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.4 Consolidated statement of changes in equity

6.4 Consolidated statement of changes

in equity
Currency Attributable Attributable to
Share translation Other to owners of non-controlling
(€ millions) Share capital premium reserves reserves Total equity the Company interests
At December 31, 2017 53.0 39.1 (234.2) 1,174.8 1,032.7 989.1 43.6
First-time application of IFRS 9 - - - (19.6) (19.6) (18.7) (0.9)
Capital increase - 2.5 - - 2.5 2.5 -
Fair value of stock options - - - 21.5 21.5 21.5 -
Dividends paid - - - (267.6) (267.6) (243.7) (23.9)
Treasury share transactions - - - (30.9) (30.9) (30.9) -
Additions to the scope of
- - - 7.9 7.9 - 7.9
consolidation
Other movements(a) - - - (36.1) (36.1) (32.0) (4.1)
Total transactions with owners - 2.5 - (324.8) (322.3) (301.3) (21.0)
Net profit - - - 355.1 355.1 332.6 22.5
Other comprehensive income - - (62.0) 4.1 (57.9) (61.1) 3.2
Total comprehensive income - - (62.0) 359.2 297.2 271.5 25.7
At December 31, 2018 53.0 41.6 (296.2) 1,209.2 1,007.6 959.3 48.3
First-time application of IFRS 16
- - - (83.2) (83.2) (83.5) 0.3
and IFRIC 23
Capital increase 1.2 192.1 - - 193.3 193.3 -
Capital reduction - (4.1) - - (4.1) (4.1) -
Fair value of stock options - - - 22.2 22.2 22.2 -
Dividends paid - - - (262.0) (262.0) (244.3) (17.7)
Treasury share transactions - - - 18.6 18.6 18.6 -
Additions to the scope of
- - - 10.3 10.3 - 10.3
consolidation
Other movements(a) - - - (17.3) (17.3) (8.7) (8.6)
Total transactions with owners 1.2 188.0 - (311.4) (122.2) (106.5) (15.7)
Net profit - - - 392.6 392.6 367.9 24.7
Other comprehensive income - - 48.1 (4.0) 44.1 43.1 1.0
Total comprehensive income - - 48.1 388.6 436.7 411.0 25.7
At December 31, 2019 54.2 229.6 (248.1) 1,286.4 1,322.1 1,263.8 58.3
(a) The “Other movements” line mainly relates to:
● changes in the fair value of put options on non-controlling interests;

● transfers of reserves between the portion attributable to owners of the Company and the portion attributable to non-controlling interests.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 251

6 Financial statements
6.5 Consolidated statement of cash flows

6.5 Consolidated statement of cash flows

(€ millions) Notes 2019 2018
Profit before income tax 603.3 544.4
Elimination of cash flows from financing and investing activities 134.9 87.4
Provisions and other non-cash items (13.4) 25.8
Depreciation, amortization and impairment 13/14/15 305.2 200.3
Movements in working capital attributable to operations 30 (17.2) 4.1
Income tax paid (192.4) (176.5)
Net cash generated from operating activities 820.4 685.5
Acquisitions of subsidiaries 12 (69.9) (141.5)
Proceeds from sales of subsidiaries and businesses 12 7.9 -
Purchases of property, plant and equipment and intangible assets (127.9) (130.9)
Proceeds from sales of property, plant and equipment and intangible assets 5.2 6.8
Purchases of non-current financial assets (18.3) (18.6)
Proceeds from sales of non-current financial assets 12.8 9.9
Change in loans and advances granted (5.3) (0.8)
Dividends received from equity-accounted companies 1.3 0.2
Net cash used in investing activities (194.2) (274.9)
Capital increase 22 3.1 2.6
Purchases/sales of treasury shares 14.5 (30.9)
Dividends paid (97.3) (277.7)
Increase in borrowings and other financial debt 24 719.9 833.4
Repayment of borrowings and other financial debt 24 (608.5) (166.4)
Repayment of amounts owed to shareholders (36.5) -
Repayment of lease liabilities and interest (109.0) -
Interest paid (79.8) (83.0)
Net cash generated from (used in) financing activities (193.6) 278.0
Impact of currency translation differences (1.5) (8.5)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 431.1 680.1
Net cash and cash equivalents at beginning of year 1,034.6 354.5
NET CASH AND CASH EQUIVALENTS AT END OF YEAR 1,465.7 1,034.6
of which cash and cash equivalents 21 1,477.8 1,046.3
of which bank overdrafts 24 (12.1) (11.7)

252 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.6 Notes to the consolidated financial statements

6.6 Notes to the consolidated financial

statements
Note 1 General information 254 Note 21 Cash and cash equivalents 281

Note 2 2019 highlights 254 Note 22 Share capital 281

Note 3 Summary of significant accounting Note 23 Share-based payment 282

policies 255
Note 24 Borrowings and financial debt 284
Note 4 Alternative performance indicators 264
Note 25 Other financial liabilities 286
Note 5 Financial risk management 265
Note 26 Pension plans and other long-term
Note 6 Use of estimates 266 employee benefits 287

Note 7 Segment information 267 Note 27 Provisions for liabilities and charges 288

Note 8 Operating income and expense 268 Note 28 Trade and other payables 289

Note 9 Other financial income and expense 269 Note 29 Contract liabilities 289

Note 10 Income tax expense 269 Note 30 Movements in working capital

attributable to operations 289
Note 11 Goodwill 270
Note 31 Earnings per share 290
Note 12 Acquisitions and disposals 272
Note 32 Dividend per share 291
Note 13 Intangible assets 275
Note 33 Off-balance sheet commitments
Note 14 Property, plant and equipment 276 and pledges 291

Note 15 Right-of-use assets 277 Note 34 Additional financial instrument

disclosures 292
Note 16 Deferred income tax 277
Note 35 Related-party transactions 295
Note 17 Other financial assets 278
Note 36 Fees paid to Statutory Auditors 296

6
Note 18 Derivative financial instruments 279
Note 37 Events after the end of the reporting
period 296
Note 19 Trade and other receivables 280
Note 38 Scope of consolidation 297
Note 20 Contract assets 280

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 253

6 Financial statements
6.6 Notes to the consolidated financial statements

Note 1 General information

Since it was formed in 1828, Bureau Veritas has developed office is Immeuble Newtime, 40/52, Boulevard du Parc, 92200
recognized expertise for helping its clients to comply with Neuilly-sur-Seine, France.
standards and/or regulations on quality, health and safety,
Between 2004 and October 2007, the Group was more than
security, the environment and social responsibility. The Group
99%-owned by Wendel. On October 24, 2007, 37.2% of
specializes in inspecting, testing, auditing and certifying the
products, assets and management systems of its clients in relation Bureau Veritas SA shares were admitted for trading on the
Euronext Paris market.
to regulatory or self-imposed standards, and subsequently issues
compliance reports. At December 31, 2019, Wendel held 35.57% of the capital of
Bureau Veritas and 51.67% of its exercisable voting rights.
Bureau Veritas SA (the “Company”) and all of its subsidiaries make
up the Bureau Veritas Group (“Bureau Veritas” or the “Group”). These consolidated financial statements were adopted on
February 26, 2020 by the Board of Directors.
Bureau Veritas SA is a joint stock company (société anonyme)
incorporated and domiciled in France. The address of its registered

Note 2 2019 highlights

Acquisitions Financing
In 2019, the main acquisitions carried out by the Group were: The Group carried out the following financing transactions on
behalf of the Company in 2019:
● Capital Energy, a French white certificates management
company; ● a €500 million unrated bond issue maturing in January 2027
and carrying a coupon of 1.125%;
● Owen Group, a regional leader in buildings and infrastructure
compliance services in the US; ● a ten-year private placement of USD 200 million on the US
market carrying a coupon of 3.21%. The funds were made
● Shenzhen Total-Test Technology, a Chinese firm specializing in
available to the Company in January 2020.
food testing.
The impacts of these acquisitions on the financial statements are
detailed in Note 12 – Acquisitions and disposals.
Dividend payout
In 2019, the Group paid out a dividend of €0.56 per share in
respect of 2018, with shareholders offered the choice of having
Disposals their dividends paid in cash or in new shares.
In 2019, the main disposals carried out by the Group concerned:
The price of the new shares issued in payment of the dividend was
● HSE Consulting, a consulting business unit providing health, set at €19.13. As a result, a total of 9,943,269 ordinary new
safety and environmental services in North America; Bureau Veritas shares were issued on June 11, 2019, each with a
par value of €0.12.
● Japan Analysts, a company specialized in lubricant analysis;
On June 11, 2019, the dividend paid in cash represented a total
● local government services operations, which were sold to the amount of €54.0 million.
authorities in Benin.
The impacts of these disposals on the financial statements are Capital reduction
detailed in Note 12 – Acquisitions and disposals.
Pursuant to a decision of the Board of Directors, on
February 27, 2019 the Company canceled 220,212 of its own
shares, representing 0.05% of its share capital.

254 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.6 Notes to the consolidated financial statements

Note 3 Summary of significant accounting policies

The principal accounting policies applied in the preparation of the consolidated financial statements are described below. These policies
have been consistently applied to all periods presented, unless otherwise stated.

3.1 Basis of preparation fair value through profit or loss or equity such as marketable
securities and derivative financial instruments.
The Group’s consolidated financial statements for the years ended The preparation of financial statements in compliance with IFRS
December 31, 2019 and December 31, 2018 were prepared in requires the use of certain accounting estimates. It also requires
accordance with International Financial Reporting Standards management to exercise its judgment when applying the Group’s
(IFRS) as adopted by the European Union. accounting policies. The most significant accounting estimates
They were prepared based on the historical cost convention, and judgments used in the preparation of the consolidated
except in the case of financial assets and liabilities measured at financial statements are disclosed in Note 6 – Use of estimates.

New principles
As from January 1, 2019, the Group applies the following new or amended standards:

3.2 Leases The right-of-use assets relating to the Group’s main property
leases are measured as though IFRS 16 had always been applied,
IFRS 16, Leases, effective for accounting periods beginning on or except as regards initial direct costs. The right-of-use assets
after January 1, 2019. Under the new standard, an asset (right to relating to other property leases and leases of equipment are
use a leased item) and a related liability are recognized in the aligned with the amount of the related liabilities at
statement of financial position for all leases, with the exception of January 1, 2019 (adjusted for lease payments made in advance or
leases relating to low-value assets and those with a term of less due).
than one year. Future lease payments were discounted based on the incremental
borrowing rates applicable to subsidiaries based on the remaining
Methodology terms of the leases and the risk associated with the country,
The Group applies the simplified retrospective approach and currency and debt concerned at January 1, 2019.
recorded the impact of the first-time application of the standard As the Group’s strategy is to introduce a certain degree of
in equity at January 1, 2019, with no restatement of the flexibility into its lease portfolio by using renewal options that it
comparative 2018 period. may choose to exercise at its discretion, a number of leases have
As permitted under IFRS 16, the Group applied the standard to been considered as virtually certain and taken into account for the
leases identified in accordance with IAS 17 and with IFRIC 4, first-time application of IFRS 16 at January 1, 2019.
Determining Whether an Arrangement Contains a Lease. The right-of-use asset is depreciated on a straight-line basis over
Lease liabilities represent future lease payments discounted at the the lease term or over the useful life of the asset if the lease
rate implicit in the lease or, if that rate cannot be readily transfers ownership of the underlying asset to the lessee, or if the
determined, at the incremental borrowing rate applicable to the lessee is reasonably certain to exercise a purchase option. Certain
subsidiaries based on the term of their leases and the specific risk inputs (lease term, indexation, etc.) can be revised, in which case
associated with the country, currency and debt concerned. The the lease liability recognized in respect of the right-of-use asset

6
lease term includes renewal options that are reasonably certain to will be adjusted.
be exercised. Future lease payments include fixed payments, In the income statement, depreciation charged against
variable lease payments that depend on an index or rate, and the right-of-use assets is included within operating income on the
exercise price of any purchase options if the lessee is reasonably “Depreciation and amortization” line. The interest expense on
certain to exercise those options. However, future lease payments lease liabilities is included in “Finance costs, gross”.
do not include service components, which are expensed.
The adjustments resulting from applying IFRS 16 give rise to the
The right-of-use asset represents the amount of the initial recognition of deferred tax.
measurement of the lease liability, adjusted for payments made at
or before the commencement date, incentives received from the The Group has opted to apply the IFRS 16 recognition exemption
lessor, and any initial direct costs incurred by the lessee in for short-term leases (i.e., leases with a term of less than one year)
arranging the lease. and leases of low-value assets, for which lease payments continue
to be recognized in operating expenses as of January 1, 2019.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 255

6 Financial statements
6.6 Notes to the consolidated financial statements

Reconciliation with non-cancelable minimum future lease payments at December 31, 2018

The table below reconciles future minimum lease payments reported by the Group under non-cancelable operating leases at
December 31, 2018 with the increase in lease liabilities recognized in accordance with IFRS 16 at January 1, 2019:

(€ millions) January 1, 2019

Off-balance sheet commitments at December 31, 2018 (property leases) 316.2
Off-balance sheet commitments (equipment leases) 35.5
Virtually certain payments net of payments under short-term leases 72.5
Present value of payments relating to IFRS 16 lease liabilities (71.1)
IFRS 16 LEASE LIABILITIES AT JANUARY 1, 2019 353.1

At December 31, 2018, future minimum lease payments due by The first-time application of IFRS 16 at January 1, 2019 increased
the Group under non-cancelable operating leases amounted to liabilities by €353.1 million. The effect of discounting represents
€316.2 million, plus €35.5 million due under equipment leases. €71.1 million, or a weighted average incremental borrowing rate
These amounts include payments due under short-term leases or of 4.2%. This rate represents the 2019 interest expense on lease
leases of low-value assets covered by the recognition exemption liabilities at January 1, 2019, divided by these same lease
in IFRS 16. liabilities.

Impacts
The table below shows the adjustments resulting from the first-time application of IFRS 16 at January 1, 2019:

(€ millions) January 1, 2019

Right-of-use assets 304.3
Deferred income tax assets 9.4
Trade and other receivables (0.8)
TOTAL ASSETS 312.9
Equity (27.7)
Other non-current financial liabilities (12.4)
Non-current lease liabilities 287.3
Current lease liabilities 65.8
Trade and other payables (0.1)
TOTAL EQUITY AND LIABILITIES 312.9

The adjustments include: 3.3 Uncertain tax treatments

● cancellation of non-current financial liabilities in connection
with the straight-line recognition of lease expenses under IFRIC 23, Uncertainty over Income Tax Treatments, is effective for
contracts with a rent-free period, in an amount of €12.4 million; accounting periods beginning on or after January 1, 2019.

● decrease in other receivables, including €0.8 million in respect In accordance with IFRIC 23, tax assets or liabilities should be
of prepaid lease payments and €0.1 million in accrued lease recognized if there is uncertainty over their income tax treatment.
payments; The Group recognizes a tax liability whenever it considers the
relevant tax authorities are unlikely to accept a given tax
The right to use leased assets and the corresponding liabilities are treatment. Conversely, a tax receivable is recognized if the Group
shown on the statement of financial position, respectively within considers the relevant tax authorities are likely to refund tax paid.
“Right-of-use assets” in non-current assets and “Lease liabilities” Assets and liabilities for which tax treatments are uncertain are
in non-current and current liabilities. estimated on a case-by-case basis depending on the most likely
The repayment of lease liabilities and the related interest paid are amount.
shown as financing transactions in the consolidated statement of This new interpretation clarifies the measurement and
cash flows within “Repayment of lease liabilities and interest”, presentation of provisions for tax risks. At December 31, 2018,
leading to an increase in cash flows relating to operating activities provisions for liabilities and charges recognized on the statement
and a decrease in cash flows relating to financing activities in an of financial position amounted to €24.9 million.
amount of €109.0 million at December 31, 2019.
The Group applies the simplified retrospective approach and
The impact on consolidated operating profit was €13.0 million in recorded the impact of the first-time application of the standard
2019. in retained earnings at January 1, 2019, with no restatement of
the comparative 2018 period.
The first-time application of IFRIC 23 at January 1, 2019 led to a
€55.5 million adjustment recorded as a deduction from retained
earnings. The provision for tax risks amounted to €80.4 million at
January 1, 2019 and is included within “Current income tax
liabilities” in the consolidated statement of financial position.

256 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.6 Notes to the consolidated financial statements

Other new IFRS standards/amendments The following new and/or amended standards and interpretations
effective for accounting periods beginning on or after
● Amendments to IAS 19, Plan Amendment, Curtailment or January 1, 2019 are not relevant to the Group’s operations and
Settlement, effective for accounting periods beginning on or have not therefore been applied:
after January 1, 2019
● Amendment to IFRS 9, Prepayment Features with Negative
According to these new provisions, if a plan amendment, Compensation, effective for accounting periods beginning on or
curtailment or settlement occurs, the current service cost and net after January 1, 2019;
interest for the period must be remeasured using the updated
assumptions from this remeasurement (net benefit obligation, ● Amendment to IFRS 9/IAS 32, Interest Rate Benchmark Reform
discount rate, etc.). This amendment had no impact on the (Phase 1), available for early adoption from January 1, 2019
consolidated financial statements at December 31, 2019. (adopted by the European Union on January 15, 2020).

● Amendments to IAS 28, Long-term Interests in Associates and

Joint Ventures, effective for accounting periods beginning on or Work in progress at the IASB and the IFRIC
after January 1, 2019 The Group is monitoring the work of the IASB and the IFRIC that
According to this amendment, IFRS 9 impairment requirements could lead to a change in the treatment of put options on
should be applied to loans that form part of the net investment in non-controlling interests. Based on the IFRIC’s Draft Interpretation
an associate or joint venture before any share in losses is of May 31, 2012, changes in the carrying amount of liabilities
recognized against that loan in accordance with IAS 28. This relating to put options on non-controlling interests must be
amendment had no impact on the consolidated financial recognized in profit or loss in line with IAS 39 and IFRS 9. In the
statements at December 31, 2019. absence of specific IFRS guidance, the Group applies the
recommendations put forward by the French financial markets
● Annual Improvements to IFRSs – 2015-2017 Cycle, effective authority (Autorité des marchés financiers – AMF) in
for accounting periods beginning on or after January 1, 2019 November 2009, which state that the difference between the
These improvements concern the income tax consequences of exercise price of put options on non-controlling interests and the
share-based payments (IAS 12), borrowing costs that may be carrying amount of non-controlling interests is to be shown as a
capitalized as part of the cost of an asset (IAS 23), and interests reduction of equity attributable to owners of the Company.
previously held in a joint operation (IFRS 3 and IFRS 11). These
amendments had no impact on the consolidated financial
statements at December 31, 2019.

Principles requiring management input

3.4 Segment information 3.5 Operating profit

Segments are defined in accordance with IFRS 8. Reportable “Operating profit” in the consolidated income statement
segments correspond to operating segments identified in the represents all income and expenses that do not result from
management data reported each month to the chief operating financing activities, taxes, or equity-accounted companies and do
decision maker. The Group’s chief operating decision maker is its not meet the definition of held for sale set out in IFRS 5. Operating
Chief Executive Officer. profit includes income and expenses relating to acquisitions
(amortization of intangible assets, impairment of goodwill, gains
and losses on disposals and discontinued operations, acquisition
fees, earn-out payments) and other items considered to be
non-recurring.

Key principles in light of the Group’s business activities or financial position 6

3.6 Fair value estimates are based on either directly observable inputs such as prices or
indirectly observable inputs such as price-based data. This method
The fair value of financial instruments traded on an active market corresponds to level 2 in the fair value hierarchy set out in IFRS 7.
(such as derivatives and investments in respect of government The fair value of financial instruments not based on observable
contracts) is based on the listed market price at the end of the market data (unobservable inputs) is determined based on
reporting period. This method corresponds to level 1 in the fair information available within the Group. This method corresponds
value hierarchy set out in IFRS 7. to level 3 in the fair value hierarchy set out in IFRS 7.
The fair value of financial instruments not traded on an active The levels of the fair value hierarchy used to price financial
market (e.g., over-the-counter derivatives) is determined using instruments are set out in Note 34 – Additional financial
valuation techniques. The assumptions used in such calculations instrument disclosures.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 257

6 Financial statements
6.6 Notes to the consolidated financial statements

3.7 Goodwill The fair value and useful life of these assets are generally
determined at the acquisition date by independent experts in the
Goodwill represents the excess of the cost of an acquisition over case of material acquisitions, and internally for all other
the fair value of the Group’s share of the acquired entity’s net acquisitions. They are adjusted where appropriate within
identifiable assets at the acquisition date, and is presented on a 12 months of that date. The amortization expense is calculated as
separate line in the statement of financial position. from the acquisition date.

Any residual unallocated goodwill following an acquisition may be Intangible assets are amortized on a straight-line basis over their
adjusted within 12 months of the acquisition date when the estimated useful lives as follows:
process of allocating the purchase price to the fair value of the
acquiree’s identifiable assets and liabilities is completed.
Customer relationships Between 5 and 20 years
Goodwill is carried at cost less any accumulated impairment
losses. Impairment losses on goodwill are not reversed. Goodwill is Brands Between 5 and 15 years
not amortized but is tested annually for impairment (see Note 3.9 Concessions 7 years
– Impairment of non-financial assets). Non-competition agreements Between 2 and 3 years
For the purpose of impairment testing, goodwill is allocated to
cash-generating units (“CGUs”) or groups of CGUs. The allocation
The assets’ residual values and useful lives are reviewed and
is made to those CGUs or groups of CGUs that are expected to
adjusted if appropriate at the end of each reporting period. If the
benefit from the business combination in which the goodwill arose.
carrying amount of an item of property, plant and equipment
In light of this global management approach, the Group allocates exceeds its recoverable amount, it is written down to the
goodwill to each business segment in which it operates. estimated recoverable amount (see Note 3.9 – Impairment of
non-financial assets).
Goodwill is tested for impairment annually or more frequently
when there is an indication that it may be impaired (see Note 11 –
Goodwill). When there is an indication that an asset included in a Software
CGU may be impaired, that asset is first tested for impairment and
any loss in value recognized, before testing the CGU to which it Costs incurred in respect of acquired computer software and
belongs. Similarly, when there is an indication of impairment, any software development are capitalized on the basis of the costs
losses in value of a CGU are recognized before testing the group of incurred to acquire, develop and bring the specific software into
CGUs to which the goodwill is allocated. use. These costs include borrowing costs directly attributable to
the acquisition or production of the software arising in the period
Any impairment losses are recognized in the currency of the preceding the one in which they are brought into service. They are
related goodwill, which corresponds to the currency of the amortized on a straight-line basis. Amortization is charged over
acquired entities. Gains and losses on the disposal of an entity the estimated useful life of the software, not to exceed 12 years.
include the carrying amount of goodwill relating to the entity sold
at the date of the sale. Costs associated with software maintenance are expensed as
incurred.

3.8 Intangible assets

3.9 Impairment of non-financial assets
Intangible assets include the following items:
Assets that have an indefinite useful life such as goodwill are not
● customer relationships, brands, concessions, accreditations and subject to amortization but are tested annually for impairment.
non-competition agreements acquired as part of a business Amortizable assets are reviewed for impairment whenever
combination; specific events have occurred indicating that the carrying amount
may not be recoverable. For the purposes of assessing
● computer software purchased externally or developed
impairment, assets are grouped into CGUs or groups of CGUs.
in-house.
Indicators of impairment for customer relationships are identified
Start-up and research costs are expensed as incurred.
based on an analysis that considers:
● quantitative information (e.g., revenue by trends over the past
Customer relationships, brands, concessions, three years and the extent to which adjusted operating profit
accreditations and non-competition agreements absorbs amortization charged against customer relationships);
acquired as part of a business combination
● qualitative information (e.g., loss of a key long-standing
Customer relationships, brands, concessions and non-competition customer, major restructuring decision, etc.).
agreements acquired as part of a business combination are
recognized at historical cost, less any accumulated amortization. Goodwill is tested for impairment annually or more frequently
Historical cost corresponds to the fair value of the assets when there is an indication that it may be impaired.
concerned at the acquisition date. To test goodwill for impairment, the Group allocates items of
goodwill to those CGUs or groups of CGUs that are expected to
benefit from the synergies identified at the time of the business
combination on which the goodwill in question arose. In light of the
global management approach used, goodwill is allocated to each
business segment in which the Group operates.

258 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.6 Notes to the consolidated financial statements

Note 11 – Goodwill, sets out the methods and main assumptions 3.11 Derivative financial instruments
used for carrying out goodwill impairment tests.
When there is an indication that an asset included in a CGU may Derivatives held for trading purposes
be impaired, that asset is first tested for impairment and any loss
in value recognized, before testing the CGU to which it belongs. The Group may use derivatives such as interest swaps and collars
Similarly, when there is an indication of impairment of a CGU, any in order to hedge its exposure to changes in interest rates on
losses in its value are recognized before testing the group of CGUs borrowings.
to which the goodwill is allocated. Contracts that do not meet the hedge accounting criteria set out
An impairment loss is recognized for the amount by which the in IFRS 9 are designated as assets and liabilities at fair value
carrying amount of a CGU or group of CGUs exceeds its through profit or loss. They are measured at fair value, with
recoverable amount. The recoverable amount of a CGU or group changes in fair value recognized in “Other financial income and
of CGUs corresponds to the higher of its fair value less costs to expense, net” in the income statement. The accounting treatment
sell and its value in use. of contracts that meet the criteria for designation as cash flow
hedges under IFRS 9 is described in the section on cash flow
Any impairment losses are recognized in the currency of the hedges below.
related goodwill, which corresponds to the currency of the
acquired entities. Gains and losses on the disposal of an entity
include the carrying amount of goodwill relating to the entity sold Cash flow hedges
at the date of the sale. When a derivative is designated as an instrument hedging the
variability of cash flows associated with a recognized asset or
liability, or a highly probable forecast transaction, the portion of
3.10 Income tax expense the gain or loss on the hedging instrument that is determined to
be an effective hedge is recognized directly in equity. The gain or
Deferred income tax is recognized using the liability method on all loss recognized directly in equity is reclassified to profit or loss in
temporary differences arising between the tax bases of assets and the same period or periods during which the hedged transaction
liabilities and their carrying amounts in the consolidated financial itself affects profit or loss (such as in the periods that the foreign
statements. However, no deferred income tax is accounted for if it exchange gain or loss is recognized). The portion of the gain or loss
arises from the initial recognition of goodwill or an asset or liability relating to the ineffective portion of the hedge is recognized
in a transaction – other than a business combination – that at the immediately in profit or loss.
time of the transaction affects neither accounting nor taxable To hedge the currency risk on borrowings taken out in US dollars
profit or loss. and pounds sterling, the Group entered into currency swaps in
Deferred income taxes are determined using tax rates (and laws) 2008. These transactions have been designated as cash flow
that have been enacted or substantively enacted by the end of the hedges since inception, as they meet all of the hedge accounting
reporting period and are expected to apply when the related criteria set out in IFRS 9.
deferred income tax asset is realized or the deferred income tax
liability is settled.
Deferred tax assets on tax loss carryforwards are calculated 3.12 Financial liabilities
based on the estimated future taxable earnings of the loss-making
subsidiaries. The time frame used for these forecasts was within Borrowings
the period allowed by each country for the carry-forward of tax
Borrowings are initially recognized at fair value net of transaction
losses (pursuant to IAS 12.34).
costs incurred, and subsequently stated at amortized cost.
Deferred income tax assets are recognized to the extent that it is
Interest on borrowings is recorded in the income statement under
probable that future taxable profit will be available against which
“Finance costs, gross” using the effective interest method. Debt
the temporary differences and tax loss carryforwards can be
issuance costs are recorded as a reduction of the carrying amount
utilized.
of the related debt and are amortized through profit or loss over
Deferred income tax assets and liabilities are assessed on a the estimated term of the debt using the effective interest

6
taxable entity basis, which may include several subsidiaries in one method.
country, and are offset at the level of the same taxable entity.
Borrowings are classified as current liabilities in the statement of
The CVAE tax (Cotisation sur la valeur ajoutée des entreprises) is financial position unless the Group has an unconditional right to
shown in income tax expense. defer settlement of the liability for at least 12 months after the
end of the reporting period, in which case they are classified as
non-current.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 259

6 Financial statements
6.6 Notes to the consolidated financial statements

Liabilities relating to put options granted The liability recognized in the statement of financial position in
to holders of non-controlling interests respect of defined benefit plans is the present value of the defined
benefit obligation at the end of the reporting period less the fair
Put options granted to holders of non-controlling interests in value of plan assets.
subsidiaries that do not transfer the related risks and rewards give
rise to the recognition of a liability for the present value of the The defined benefit obligation is calculated annually by
most likely exercise price calculated using a risk-free interest rate. independent actuaries using the projected unit credit method. The
This liability is recognized within financial liabilities and the present value of the defined benefit obligation is determined by
adjusting entry is posted to equity. discounting the estimated future cash outflows based on the yield
on investment-grade corporate bonds that are denominated in the
In the absence of specific IFRS guidance, the Group complies with currency in which the benefits will be paid and that have terms to
the recommendations issued by the AMF in 2009. Accordingly, maturity approximating the terms of the related pension liability.
subsequent changes in the liability are also recognized in equity
attributable to non-controlling interests for their carrying amount Actuarial gains and losses arising from experience adjustments
and in equity attributable to owners of the Company for the and changes in actuarial assumptions are recognized in equity
residual balance (including the impact of unwinding the discount). (other comprehensive income) when they relate to pension
obligations and termination benefits, and in net financial
The corresponding cash flows are presented within cash flows income/expense when they relate to long-service awards.
relating to financing activities in the statement of cash flows.
The liabilities are classified under current financial liabilities,
except where payment is likely to take place at least 12 months 3.14 Provisions for liabilities and charges
after the end of the reporting period, in which case they are
classified as non-current items. Provisions for liabilities and charges are recognized when the
Group considers that (i) at the end of the reporting period it has a
present legal obligation as a result of past events; (ii) it is probable
3.13 Pension plans and other long-term that an outflow of resources will be required to settle the
obligation; and (iii) the amount of the obligation can be reliably
employee benefits estimated.

The Group’s companies have various long-term obligations The amount recognized as a provision is the best estimate of the
towards their employees for termination benefits, pension plans expenditure required to settle the present obligation at the end of
and long-service awards. the reporting period. The costs the Group ultimately incurs may
exceed the amounts set aside to such provisions due to a variety
The Group has both defined benefit and defined contribution of factors such as the uncertain nature of the outcome of the
plans. disputes. Provisions for claims and disputes whose outcome will
only be known in the long term are measured at the present value
Defined contribution plans of the expenditures expected to be required to settle the
obligation concerned, using a pre-tax discount rate that reflects
A defined contribution plan is a pension plan under which the current market assessments of the time value of money and the
Group pays fixed contributions into a designated pension fund. risks specific to the obligation. The increase in the provision due to
The Group has no legal or constructive obligation to pay further the passage of time is recognized in “Other financial income and
contributions if the fund does not hold sufficient assets to pay all expense, net” in the income statement.
employees the benefits relating to employee service in current
and prior periods.
For defined contribution plans, the Group pays contributions to 3.15 Share-based payment
publicly or privately administered pension insurance plans on a
mandatory, contractual or voluntary basis. The Group has no Long-term compensation plans
further payment obligations in excess of these contributions. The
contributions are recognized in personnel costs when they fall due. The fair value of the employee services received in exchange for
Prepaid contributions are recognized as an asset to the extent the award of stock options is recognized as an expense, with an
that they result in a cash refund or a reduction in future payments. adjusting entry to equity. The total amount expensed over the
vesting period of the rights under these awards is calculated by
reference to the fair value of the options awarded at the grant
Defined benefit plans date. The resulting expense takes into account the estimated
A defined benefit plan is a pension plan that is not a defined option cancellation ratio and, where appropriate, any non-market
contribution plan. An example is a plan that defines the amount of vesting conditions (such as profitability and sales growth targets).
the pension an employee will receive on retirement, usually The assumptions used to value the Group’s stock options are
dependent on one or more factors such as age, years of service described in Note 23 – Share-based payment.
and compensation.
As regards stock subscription options, the proceeds received net
of any directly attributable transaction costs are credited to share
capital for the nominal value and to share premium for the balance
when the options are exercised.

260 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.6 Notes to the consolidated financial statements

3.16 Revenue recognition 3.17 Impairment of financial assets

Revenue represents the fair value net of tax of the consideration An impairment loss is recognized against financial assets to reflect
received or receivable for services rendered by Group companies the expected risk on all such assets as soon as the Group is unable
in the ordinary course of their business, after elimination of to collect all amounts due according to the original terms of the
intra-group transactions. The Group recognizes revenue when the transaction.
amount of revenue can be reliably measured and it is probable
An impairment loss is recognized against trade receivables when
that future economic benefits will flow to the Group.
there is objective evidence that the Group will not be able to
The majority of the Group’s contracts give rise to a large number collect all amounts due according to the original terms of the
of very short-term projects in a single contract. The Group transaction. Significant financial difficulties of the debtor,
recognizes revenue from these contracts at the date on which probability that the debtor will enter bankruptcy or financial
each project is completed. reorganization, and default or delinquency in payments are
considered indications that a trade receivable is impaired. An
Other contracts cover longer-term projects, especially in the
analysis of doubtful receivables is performed based on the age of
Marine & Offshore and Buildings & Infrastructure businesses (see
the receivable, the credit standing of the client and whether or not
Note 7 – Segment information). These contracts meet the
the related invoice is disputed. The carrying amount of the asset is
condition that another entity would not need to re-perform the
reduced through the use of an impairment account, and the
work the entity has completed and some such contracts contain
amount of the loss is recognized in the income statement as “Net
an enforceable right to payment, as defined by IFRS 15. For these
(additions to)/reversals of provisions”.
contracts, the Group uses the percentage-of-completion method
based on the costs incurred in satisfying the related performance The expected risk on trade receivables is calculated using a matrix
obligations. The percentage of completion is determined for each tracking historical default rates by asset maturity. Where
performance obligation in a contract by reference to the costs appropriate, estimates may be adjusted to reflect country risk or
incurred up to the end of the reporting period as a percentage of future changes in the Group’s environment.
the estimated total costs. This percentage of completion, applied
The carrying amount of the asset is reduced through the use of an
to the total estimated margin on the contract, represents the
impairment account, and the amount of the loss is recognized in
margin to be recognized in that period. If the estimated margin is
the income statement under “Net (additions to)/reversals of
negative, a provision for other liabilities and charges is recorded
provisions”.
for the entire estimated amount of the contract.

Standard principles applicable

3.18 Basis of consolidation the fair value of the Group’s share of the net identifiable assets
acquired is recognized as goodwill (see Note 11 – Goodwill). If the
Subsidiaries are all entities controlled by the Group and are fully fair value of the net assets of the subsidiary acquired exceeds the
consolidated. net cost of the acquisition plus any non-controlling interests in the
acquired entity, the difference is recognized directly in the income
The Group considers it has control over a subsidiary (investee) statement.
when:
In accordance with IFRS 3 (revised), the Group has 12 months
● it has power over the investee; from the acquisition date to finalize the allocation of the purchase
price to the fair values of the acquiree’s identifiable assets and
● it is exposed, or has rights, to variable returns from its
liabilities.
involvement with the investee; and
Intra-group transactions, as well as unrealized gains or losses on
● it has the ability to affect the amount of those returns through
transactions between Group companies, are eliminated in full. All
its power over the investee.
companies are consolidated based on their financial position at

6
Subsidiaries are fully consolidated from the date on which control the end of each reporting period presented, and their accounting
is transferred to the Group. They are removed from the scope of policies are aligned where necessary with those adopted by the
consolidation as of the date control ceases. Group.
The acquisition method is used to account for acquisitions of
subsidiaries by the Group. The cost of an acquisition is measured Non-controlling interests
as the fair value of the assets given, equity instruments issued,
and liabilities incurred or assumed at the date of exchange. Costs Acquisitions and disposals of investments that do not result in a
directly attributable to the acquisition are expensed as incurred. gain or loss of control are recognized in consolidated equity within
“Other movements” as transfers between equity attributable to
Identifiable assets acquired and liabilities and contingent liabilities owners of the Company and equity attributable to non-controlling
assumed in a business combination are measured initially at their interests, with no impact on the income statement. The
fair value at the acquisition date. For each acquisition, the Group corresponding cash flows are presented within cash flows relating
measures non-controlling interests either at fair value or at their to financing activities in the statement of cash flows. The
share in net identifiable assets. The excess of the cost of an corresponding costs are accounted for in the same way.
acquisition plus any non-controlling interests in the acquiree over

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 261

6 Financial statements
6.6 Notes to the consolidated financial statements

Equity-accounted companies 3.20 Foreign currency transactions

Equity-accounted companies are all entities over which the Group
Foreign currency transactions are translated using the exchange
has significant influence but not control, generally when it holds
rates prevailing at the transaction date. At the end of each
between 20% and 50% of the voting rights. Investments in
reporting period, monetary items denominated in foreign
equity-accounted companies are initially recognized at cost as
currencies are remeasured at the closing rate. Foreign exchange
from the date significant influence was acquired.
gains and losses resulting from the settlement of transactions in
The Group’s share of its equity-accounted companies’ foreign currencies and from the translation of monetary assets
post-acquisition profits or losses is recognized in the consolidated and liabilities denominated in foreign currencies are recognized in
income statement. the income statement as financial income or expense.

Joint ventures
3.21 Property, plant and equipment
Joint ventures are companies controlled jointly by the Group
pursuant to an agreement concluded with a view to carrying on a
All items of property, plant and equipment except for land are
business activity over an average period of three to four years. The
stated at historical cost less accumulated depreciation and
consolidated financial statements include the Group’s
impairment losses. Historical cost includes expenditure that is
proportionate interest in the assets, liabilities, income and
directly attributable to the acquisition or construction of the
expenses of joint ventures. Similar items are combined line by line
assets, in particular borrowing costs directly attributable to the
from the date joint control is effective until the date on which it
acquisition or production of property, plant and equipment arising
ceases.
in the period preceding the one in which the assets concerned are
brought into service. Subsequent expenditure is included in an
asset’s carrying amount or recognized as a separate asset, as
3.19 Translation of the financial statements appropriate, only when it is probable that the future economic
benefits associated with the asset will flow to the Group and the
of foreign subsidiaries cost of the asset can be measured reliably. All repair and
maintenance costs are expensed as incurred.
Functional and presentation currency
Land is not depreciated. Depreciation on other items of property,
Items included in the financial statements of each of the Group’s plant and equipment is calculated using the straight-line method
entities are measured using the currency of the primary economic over the estimated useful lives of the assets. The useful lives
environment in which the entity operates (“functional currency”). generally used are as follows:
The consolidated financial statements are presented in millions of
euros, which is the Company’s functional and presentation
currency. Buildings Between 20 and 25 years
Fixtures and fittings 10 years
Foreign subsidiaries Machinery and equipment Between 5 and 10 years
The functional currency of foreign subsidiaries is essentially the Vehicles Between 4 and 5 years
local currency of the country in which they operate. No country in
Office equipment Between 5 and 10 years
which significant Bureau Veritas subsidiaries or branches are
located was considered to be a hyper-inflationary economy in IT equipment Between 3 and 5 years
2019 or 2018. Furniture 10 years
Assets and liabilities of foreign subsidiaries are translated into
euros at the closing exchange rate (excluding monetary items),
The assets’ residual values and useful lives are reviewed and
while income and expense items are translated at average
adjusted if appropriate at the end of each reporting period. If the
exchange rates for the year. All resulting currency translation
carrying amount of an item of property, plant and equipment
differences are recognized under “Currency translation reserves”
exceeds its recoverable amount, it is written down to the
within equity. Where several exchange rates exist, the rate
estimated recoverable amount (see Note 3.9 – Impairment of
adopted is the rate used for dividend payments.
non-financial assets).
When a foreign operation is sold, the currency translation
Gains or losses on disposals of property, plant and equipment are
differences that were initially recorded in equity are recognized in
determined by comparing the sale proceeds with the carrying
the income statement as part of the gain or loss on the sale.
amount of the asset sold, and are shown within “Other operating
Goodwill and fair value adjustments arising on the acquisition of a
income and expense, net” in the income statement.
foreign operation as well as financing for which repayment is
neither planned nor likely in the foreseeable future are accounted
for as assets and liabilities of the foreign operation and translated
into euros at the closing exchange rate. Currency translation
differences initially recognized in equity are not transferred to
“Gains (losses) on disposals of businesses” for partial repayments
of financing accounted for as a liability of a foreign operation.

262 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.6 Notes to the consolidated financial statements

3.22 Investments in non-consolidated 3.26 Current financial assets

companies
This class of assets generally corresponds to financial assets held
This caption includes investments in companies over which the for trading purposes. These assets are initially recognized at fair
Group does not exercise control or significant influence. value, and the transaction costs are expensed in the income
statement. At the end of the reporting period, current financial
These investments are stated at purchase price plus transaction assets are remeasured at fair value and any gains or losses arising
costs on initial recognition, and remeasured to fair value through from changes in fair value are taken to profit or loss.
profit or loss at the end of each reporting period.
Dividends attached to the investments are recognized in the
income statement under “Other financial income” when the 3.27 Trade and other receivables
Group’s right to receive payment is established.
At the end of each reporting period, the Group assesses whether Trade and other receivables are measured at fair value less any
there is any objective indication that its investments in impairment losses for known risks.
non-consolidated companies are impaired. Examples of such When a trade receivable is uncollectible, it is written off and the
indications include: impairment loss is reversed. Subsequent recoveries of amounts
● evidence that the entity is in a loss-making situation; previously written off are credited to “Other operating income and
expense, net”.
● where the entity’s financial performance proves significantly
worse than expected; In accordance with IFRS 9, trade and other receivables are
classified within financial assets carried at amortized cost.
● where significant changes with an adverse effect on the entity
have taken place in the economic environment in which it
operates.
3.28 Cash and cash equivalents
When the Group considers that an investment is impaired, an
expense is recorded in the income statement under “Other Cash and cash equivalents include cash in hand, monetary mutual
financial income and expense, net”. funds (SICAV), deposits held at call with banks, and other
In accordance with IFRS 9, such investments are classified within short-term highly liquid investments with original maturities of
financial assets at fair value through profit or loss. three months or less. Bank overdrafts are shown within current
financial liabilities on the statement of financial position.
Changes in the fair value of cash and cash equivalents are
3.23 Other non-current financial assets recognized through profit or loss.

Other non-current financial assets mainly comprise guarantees

and deposits. 3.29 Trade payables
Guarantees and deposits are non-derivative financial assets with
fixed or determinable payments that are not quoted on an active Trade payables are carried at fair value. All of the Group’s trade
market. They are included in non-current assets as they fall due payables have maturities of one year or less and are classified
more than 12 months after the end of the reporting period. under current liabilities.
Guarantees and deposits are initially recognized at fair value. In
accordance with IFRS 9, they are classified within financial assets
carried at amortized cost. 3.30 Dividends paid
Dividends paid to the Company’s shareholders are recognized as a
3.24 Treasury shares liability in the Group’s financial statements in the period in which
the dividends are approved by the Company’s shareholders.
Treasury shares are recognized at cost as a deduction from equity.
Gains and losses on disposals of treasury shares are also
recognized in equity and are not included in the calculation of
profit for the period.
6
3.25 Non-current assets and liabilities held
for sale
Non-current assets (or disposal groups/liabilities) are classified as
held for sale and measured at the lower of their carrying amount
and their fair value less costs to sell if their carrying amount will be
recovered principally through a sale transaction.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 263

6 Financial statements
6.6 Notes to the consolidated financial statements

Note 4 Alternative performance indicators

In its external reporting, the Group uses several financial indicators When an acquisition is carried out during the financial year, the
that are not defined by IFRS. amortization of the related intangible assets is calculated on a
time proportion basis.
These are defined below:
Since a measurement period of 12 months is allowed for
Adjusted operating profit represents the Group’s operating profit
determining the fair value of acquired assets and liabilities,
prior to adjustments for the following:
amortization of intangible assets in the year of acquisition may, in
● amortization of acquisition intangibles; some cases, be based on a temporary measurement and be
subject to minor adjustments in the subsequent reporting period,
● impairment of goodwill; once the definitive value of the intangible assets is known.
● fees and costs on acquisitions of businesses; Like revenue, adjusted operating profit is a key indicator
● contingent consideration on acquisitions of businesses; monitored internally and is considered by management to be
representative of the Group’s operating performance in its
● gains and losses on disposals of businesses; business sector.
● restructuring costs.

2019
(€ millions) 2019 before applying IFRS 16 2018
Operating profit 721.3 708.3 637.2
Amortization of intangible assets resulting from acquisitions 79.8 79.8 75.1
Restructuring costs 24.4 24.4 42.1
Gains on disposals of businesses and other income and
6.0 6.0 3.6
expenses relating to acquisitions
ADJUSTED OPERATING PROFIT 831.5 818.5 758.0

Adjusted attributable net profit is defined as attributable net profit adjusted for other items after tax, and therefore excludes
non-controlling interests in adjustment items and the related tax effect. Adjusted attributable net profit concerns continuing operations
only.

2019
(€ millions) 2019 before applying IFRS 16 2018
Net profit attributable to owners of the Company 367.9 371.4 332.6
Income and expenses relating to acquisitions and other
110.2 110.2 120.8
adjustments
Tax impact (25.4) (25.4) (32.1)
Non-controlling interests (1.7) (1.7) (4.1)
ADJUSTED ATTRIBUTABLE NET PROFIT 451.0 454.5 417.2

Free cash flow relates to net cash generated from operations adjusted for net purchases of property, plant and equipment, intangible
assets and interest paid.

2019
(€ millions) 2019 before applying IFRS 16 2018
Net cash generated from operating activities 820.4 711.4 685.5
Purchases of property, plant and equipment
(127.9) (127.9) (130.9)
and intangible assets
Proceeds from sales of property, plant and equipment
5.2 5.2 6.8
and intangible assets
Interest paid (79.8) (79.8) (83.0)
FREE CASH FLOW 617.9 508.9 478.4

The adjusted effective tax rate is defined in Note 10 – Income tax expense. Adjusted net financial debt is defined in Note 24 – Borrowings
and financial debt.

264 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.6 Notes to the consolidated financial statements

Note 5 Financial risk management

The Group is exposed to a variety of financial risks (currency, Interest rate risk
interest rate, credit and liquidity risks) that may affect its assets,
liabilities and operations. The Group is exposed to the risk of fluctuations in interest rates on
The Group’s policy is to constantly identify, assess and, where its floating-rate debt.
appropriate, hedge such risks with a view to limiting its exposure. Interest rate exposure is monitored on a monthly basis. The Group
Derivative instruments are used only to hedge identified risks and continually analyses the level of hedges put in place and ensures
not for speculative purposes. The Group has specific procedures that they are appropriate for the underlying exposure.
for dealing with each of the risks mentioned above and for each
instrument used (derivatives, cash investments). Group entities Additional disclosures are provided in Note 34 – Additional
are not authorized to enter into market transactions other than financial instrument disclosures.
currency spot transactions with their financial partners.
The Finance and Treasury department is in charge of setting up
hedges. Simulations are carried out or mandated by the Credit risk
department to allow it to assess the impact of different scenarios
on the Group’s financial statements. The Group considers that it has very limited exposure to credit risk
that could have a material adverse impact on its business,
The risk exposure resulting from the United Kingdom’s decision to
financial position, results or outlook.
leave the European Union (“Brexit”) is not material. The Group’s
revenue in the United Kingdom accounted for 3.8% of total Credit risk primarily arises on trade receivables and is limited due
consolidated revenue in 2019 and is mainly derived locally. to the large number of clients and the broad range of businesses
Internal financing granted by the Group to certain UK entities is and countries concerned across the globe. The Group derives
denominated in pounds sterling and hedged by the Group as revenue from its business with around 400,000 clients in almost
described above. Other risks relating to Brexit, namely contractual 140 countries. In 2019, its largest client did not account for more
or human capital risks, are monitored by the Legal Affairs & Audit than 1% of consolidated revenue and the total revenue generated
and HR departments, which will make the necessary adjustments with its 25 largest clients represented less than 12% of
as the United Kingdom exits the European Union. consolidated revenue.
The Group’s businesses with the largest concentration of clients
(Industry and Consumer Products) generate less than 4% of their
Currency risk revenue with those respective clients.
Note 19 – Trade and other receivables provides a detailed
The Group operates internationally and is therefore exposed to
breakdown by maturity of receivables not covered by provisions.
currency risk arising from its exposure to different foreign
currencies. This risk is incurred both on transactions carried out by
Group entities in currencies other than their functional currency
(currency risk on operations), as well as on assets and liabilities Liquidity risk
denominated in foreign currencies other than the presentation
currency for consolidated financial statements, i.e., euros The Group may have to meet payment commitments arising in the
(translation risk). ordinary course of its business. At December 31, 2019, the Group
For some of the Group’s businesses exposed to globalized also had access to an undrawn confirmed credit line totaling
markets, chiefly the Agri-Food & Commodities, Consumer €600 million (2018 syndicated loan) in addition to cash.
Products, Marine & Offshore and Industry businesses, certain sales These facilities are described in more detail in Note 24 –
are denominated in US dollars or influenced by the price of the US Borrowings and financial debt.
dollar. They are therefore indirectly affected by the changes in the
US dollar.
Additional analyses and disclosures regarding currency risk are
provided in Note 34 – Additional financial instrument disclosures,
as well as Note 18 – Derivative financial instruments.
Counterparty risk
The financial instruments potentially exposing the Group to
counterparty risk are mainly cash and cash equivalents and
6
derivative instruments. Counterparty risk arising on financial
institutions is limited thanks to the Group’s policy of pooling cash
with the parent company wherever possible, and restricting the
type and term of investments to three months or less. More than
75% of cash and cash equivalents is recorded on the Company’s
books and placed or held with a limited number of investment
grade banks under FBF-type or similar master arrangements. The
remaining 25% is spread among the Group’s subsidiaries, thereby
limiting concentration risk.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 265

6 Financial statements
6.6 Notes to the consolidated financial statements

Note 6 Use of estimates

The preparation of financial statements involves the use of Impairment of goodwill
estimates, assumptions and judgments that may affect the
carrying amounts of certain items in the statement of financial The Group tests annually whether the value of goodwill is
position and/or income statement as well as the disclosures in the impaired, in accordance with the accounting policy described in
notes. Note 3.9 – Impairment of non-financial assets. The recoverable
The estimates, assumptions and judgments used were determined amounts of cash-generating units have been determined based on
based on the information available when the financial statements value-in-use calculations. These calculations require the use of
were drawn up and may not reflect actual conditions in the future. assumptions, which are described in Note 11 – Goodwill.

The main estimates, assumptions and judgments used are

described below.
Income taxes
The Group is subject to income taxes in numerous jurisdictions.
Measurement of provisions for claims Judgment is required by management in determining the
and disputes worldwide provision for income taxes. The Group considers that
its ultimate tax estimate is reasonable in the ordinary course of its
The Group records provisions for claims and disputes in business.
accordance with the accounting policy described in Note 3.14 –
The Group recognizes deferred income tax assets for deductible
Provisions for liabilities and charges.
temporary differences and tax loss carryforwards to the extent
These provisions are measured using various estimates and that it deems probable such assets will be recovered in the future
assumptions by reference to statistical data based on historical (see Note 16 – Deferred income tax, for details of the deferred
experience. They are discounted based on an estimate of the income taxes recognized by the Group).
average duration of the obligation, an assumed rate of inflation
and a discount rate that reflects the term to maturity of the
obligation concerned.
Revenue recognition
Provisions for claims representing material amounts for which a
lawsuit has been filed are measured on a case-by-case basis To recognize the revenue earned on certain service contracts, the
relying on independent experts’ reports where appropriate. The Group uses the percentage-of-completion method based on the
costs the Group ultimately incurs may exceed the amounts set costs it incurs in respect of the performance obligations contained
aside to such provisions due to a variety of factors such as the in those contracts (see Note 3.16 – Revenue recognition, in the
uncertain nature of the outcome of the disputes. accounting policies section). Use of this method requires the
Group to estimate the services provided to date as a proportion of
the total services to be provided.
Measurement of provisions for impairment
of trade receivables
Measurement of long-term employee benefits
Trade receivables impairment is based on several different
elements. It is assessed on a case-by-case basis based on the The cost of long-term employee benefits under defined benefit
financial position of the debtor concerned and the associated plans is estimated using actuarial valuation methods. These
probability of default or delinquency in payments. This assessment methods involve the use of a number of different assumptions,
is supplemented by the recognition of expected losses based on a which are described in further detail in Note 26 – Pension plans
matrix tracking historical default rates. Adjustments may also be and other long-term employee benefits. Due to the long-term
recorded to reflect country risk or future changes in the Group’s nature of such plans, these estimates are subject to significant
environment. uncertainties.

Measurement of intangible assets acquired Fair value of share-based payments

in business combinations Share-based payments are expensed over the vesting period
based on their fair value at the grant date for equity-settled
Intangible assets acquired in business combinations carried out by
instruments, or at the end of the reporting period for cash-settled
the Group include customer relationships, brands, concessions and
transactions. Fair value is measured using appropriate valuation
non-competition agreements. The fair value of these items is
models requiring estimates of certain inputs as described in
generally measured by independent experts using assumptions
further detail in Note 23 – Share-based payment.
relating to business forecasts for the companies concerned.
Details of the Group’s acquisitions during the year are provided in
Note 12 – Acquisitions and disposals.

266 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.6 Notes to the consolidated financial statements

Tax liabilities unlikely to accept a given tax treatment. Conversely, a tax

receivable is recognized if the Group considers the relevant tax
Tax assets or liabilities should be recognized if there is uncertainty authorities are likely to refund tax paid. Assets and liabilities for
over their income tax treatment. The Group recognizes a tax which tax treatments are uncertain are estimated on a
liability whenever it considers the relevant tax authorities are case-by-case basis depending on the most likely amount.

Note 7 Segment information

Since January 1, 2017, the Group has reported on the ● Buildings & Infrastructure
six businesses described in section 1.5 – Presentation of business
The Group covers every stage in the buildings and
activities of the 2019 Universal Registration Document.
infrastructure lifecycle, including capital expenditure (Capex)
The types of revenue-generating services provided within the and operating expenditure (Opex) services.
scope of the different business activities are indicated below:
● In-Service Inspection & Verification (Opex services)
● Marine & Offshore
Bureau Veritas conducts recurrent inspections to assess
As a classification society, Bureau Veritas assesses vessels and in-service equipment (electrical installations, fire safety
offshore facilities for conformity with standards that mainly systems, elevators, lifting equipment and machinery) for
concern structural soundness and the reliability of on-board compliance with applicable health and safety regulations or
machinery. Bureau Veritas also provides vessel certification on client-specific requirements.
behalf of flag administrations.
● Construction (mainly Capex services)
● Agri-Food & Commodities
Bureau Veritas helps its clients manage all QHSE aspects of
Bureau Veritas provides its clients with a comprehensive range their construction projects, from design to completion.
of inspection, laboratory testing and certification services for all Missions involve assessing construction projects for
types of commodities, including oil and petrochemicals, metals compliance with technical standards, technical assistance,
and minerals, food and agri-commodities. Bureau Veritas monitoring safety management during construction and
provides assistance to government authorities, implementing providing asset management services.
programs to maximize revenues and check that imported
● Certification
products meet specified standards.
As a certification body, Bureau Veritas certifies that the QHSE
● Industry
management systems utilized by clients comply with
Bureau Veritas checks the reliability and integrity of industrial international standards (usually ISO), or national, segment or
assets and their conformity with regulations. Services include large company-specific standards.
conformity assessment, production monitoring, asset integrity
● Consumer Products
management and equipment certification. Bureau Veritas also
checks the integrity of industrial equipment and products Bureau Veritas works with retailers and manufacturers of
through services such as non-destructive testing and materials consumer products to assess their products and manufacturing
analysis. Lastly, the Group provides the automotive sector with processes for compliance with regulatory, quality and
a range of services including technical controls, vehicle performance requirements. Bureau Veritas tests products,
insurance damage inspections and logistics management. inspects merchandise, assesses factories and conducts audits
of the entire supply chain.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 267

6 Financial statements
6.6 Notes to the consolidated financial statements

A segment analysis of revenue and operating profit is presented as monitored by Group management.

Revenue Operating profit

(€ millions) 2019 2018 2019 2018
Marine & Offshore 368.5 348.6 75.7 65.3
Agri-Food & Commodities 1,168.2 1,074.5 115.3 90.0
Industry 1,111.1 1,052.8 180.4 105.9
Buildings & Infrastructure 1,379.2 1,275.7 125.6 153.6
Certification 370.5 373.7 62.5 64.1
Consumer Products 702.2 670.2 161.8 158.3
TOTAL 5,099.7 4,795.5 721.3 637.2

Given the Group’s internal organization and the existence of global This analysis of revenue by region breaks down as follows:
contracts that can be billed by one subsidiary but carried out by
● Europe: 35.0%;
one or more other subsidiaries, the following analysis of revenue
by region is based on the country in which the legal entity is ● Asia Pacific: 31.0%;
established.
● Americas: 25.0%;
● Africa, Middle East: 9.0%.

Note 8 Operating income and expense

(€ millions) 2019 2018

Supplies (150.2) (105.4)
Operational subcontracting (470.9) (414.2)
Lease payments (63.9) (144.6)
Transportation and travel costs (384.3) (404.3)
Service costs rebilled to clients 107.2 106.5
Other external services (476.2) (456.0)
Total purchases and external charges (1,438.3) (1,418.0)
Salaries and bonuses (2,070.5) (1,988.2)
Payroll taxes (434.2) (438.8)
Other employee-related expenses (92.1) (80.1)
Total personnel costs (2,596.8) (2,507.1)
Provisions for receivables (24.6) (16.9)
Provisions for liabilities and charges 15.4 5.1
Total (additions to)/reversals of provisions (9.2) (11.8)
Gains/(losses) on disposals of property, plant and equipment and intangible assets (2.7) (4.2)
Gains/(losses) on disposals of businesses 1.3 0.6
Other operating income and expense, net 18.4 28.7
TOTAL OTHER OPERATING INCOME AND EXPENSE, NET 17.0 25.1

“Other external services” comprises various costs such as costs previous years is also included in this caption, representing a net
relating to temporary staff, telecommunications, insurance negative amount of €5.4 million in 2019, compared to a negative
premiums and fees. amount of €0.1 million in 2018.
“Other employee-related expenses” includes the cost of stock “Other operating income and expense, net” in 2018 included
options and performance shares, as well as costs relating to income of €7.8 million corresponding to the CICE tax credit. In
long-term employee benefits. 2019, the CICE tax credit was recognized directly against payroll
taxes in France and is therefore included on the “Payroll taxes”
In 2019, “Other operating income and expense, net” includes
line.
income of €2.7 million corresponding to the research tax credit
(€3.5 million in 2018). Contingent consideration on acquisitions in

268 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.6 Notes to the consolidated financial statements

Note 9 Other financial income and expense

(€ millions) 2019 2018

Implicit return on funded pension plan assets 0.4 0.3
Other financial income 0.4 0.3
Foreign exchange gains/(losses) (10.0) (5.7)
Interest cost on pension plans (4.8) (2.6)
Other (4.0) (2.7)
Other financial expense (18.8) (11.0)
OTHER FINANCIAL INCOME AND EXPENSE, NET (18.4) (10.7)

In 2019, the interest rate component of gains and losses on foreign currency derivatives represented total income of €2.5 million
(2018: total expense of €0.9 million) and was recorded within “Finance costs, gross”.

Note 10 Income tax expense

Income tax expense on consolidated revenue comprised current and deferred tax, and can be analyzed as follows:

(€ millions) 2019 2018

Current income tax (210.0) (198.9)
Deferred income tax (0.7) 9.6
INCOME TAX EXPENSE (210.7) (189.3)

The effective tax rate (ETR), corresponding to income tax expense divided by pre-tax profit, was 34.9% in 2019, compared with 34.8% in
2018.

(€ millions) 2019 2018

Profit before income tax (A) 603.3 544.4
Income tax expense (B) 210.7 189.3
EFFECTIVE TAX RATE (B/A) 34.9% 34.8%

The difference between the effective tax expense and the theoretical tax obtained by applying the French standard tax rate to consolidated
profit before income tax can be analyzed as follows:

(€ millions) 2019 2018

Profit before income tax 603.3 544.4

6
French parent company tax rate 34.4% 34.4%
Theoretical income tax charge based on the parent company tax rate (207.7) (187.5)
Income tax impact of transactions subject to a reduced tax rate 4.0 2.3
Differences in foreign tax rates(a) 49.2 47.6
Impact of unrecognized tax losses (7.5) (9.7)
Utilization of previously unrecognized tax losses 2.6 3.9
Permanent differences (20.9) (15.3)
Changes in estimates (3.1) (7.4)
CVAE tax (11.0) (11.5)
Tax on dividends received from subsidiaries (16.2) (12.0)
Other (0.1) 0.3
ACTUAL INCOME TAX EXPENSE (210.7) (189.3)
EFFECTIVE INCOME TAX RATE 34.9% 34.8%
(a) In 2019, the biggest differences in tax rates compared to France were found in China, Hong Kong, Taiwan, Vietnam, Bangladesh, South Korea, Brazil, Canada,
Russia and the United Kingdom.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 269

6 Financial statements
6.6 Notes to the consolidated financial statements

The adjusted effective tax rate (adjusted ETR) represents income tax expense adjusted for the tax effect on adjustment items divided by
pre-tax profit before taking into account the adjustment items defined in Note 4 – Alternative performance indicators of this Universal
Registration Document. The adjusted effective tax rate was 33.1%.

(€ millions) 2019 2018

Profit before income tax 603.3 544.4
Income and expenses relating to acquisitions and other adjustments 110.2 120.8
Total (A) 713.5 665.2
Income tax expense 210.7 189.3
Tax effect on income and expenses relating to acquisitions
25.4 32.1
and other adjustments
Total (B) 236.1 221.4
ADJUSTED EFFECTIVE TAX RATE (B/A) 33.1% 33.3%

The 0.2% decrease in the adjusted effective tax rate compared to 2018 (33.3%) notably reflects the favorable impact of the new tax
deductibility rules for interest applicable in France.
The breakdown of the tax effect on other comprehensive income is as follows:

2019 2018
(€ millions) Before tax Tax After tax Before tax Tax After tax
Currency translation differences 48.1 - 48.1 (62.0) - (62.0)
Actuarial gains/(losses) (6.3) 1.4 (4.9) 5.8 (1.6) 4.2
Cash flow hedges 1.0 (0.1) 0.9 (0.1) - (0.1)
TOTAL OTHER COMPREHENSIVE
42.8 1.3 44.1 (56.3) (1.6) (57.9)
INCOME/(EXPENSE)

Note 11 Goodwill

Changes in goodwill in 2019

(€ millions) 2019 2018

Gross value 2,152.9 2,111.1
Accumulated impairment (141.3) (146.0)
Net goodwill at January 1 2,011.6 1,965.1
Acquisitions of consolidated businesses during the year 26.0 63.6
Proceeds from sales of subsidiaries and businesses (3.4) -
Currency translation differences and other movements 40.9 (17.1)
Net goodwill at December 31 2,075.1 2,011.6
Gross value 2,217.6 2,152.9
Accumulated impairment (142.5) (141.3)
NET GOODWILL AT DECEMBER 31 2,075.1 2,011.6

270 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.6 Notes to the consolidated financial statements

Allocation of goodwill to CGUs in 2019

Goodwill allocated to the Group’s main cash-generating units (CGUs) at December 31, 2019 can be analyzed as follows:

(€ millions) December 31, 2019 December 31, 2018

Marine & Offshore 40.6 40.4
Agri-Food & Commodities 817.1 791.5
Industry 404.9 399.6
Buildings & Infrastructure 456.3 431.1
Certification 37.7 36.0
Consumer Products 318.5 313.0
TOTAL 2,075.1 2,011.6

2019 impairment test results and methodology

The Group tests goodwill for impairment at the end of each There are two key inputs to the cash flow forecasts:
reporting period, and whenever there is an indication that it may
Growth assumptions: cash surpluses depend on the performance
be impaired. In order to do so, goodwill is allocated to
of a CGU or group of CGUs, which is based on assumptions
cash-generating units (CGUs) or groups of CGUs.
regarding the growth of the businesses concerned over a five-year
The Group’s reporting is based on six operating divisions: Marine & period. Beyond this period, performance is calculated using a
Offshore, Agri-Food & Commodities, Industry, Buildings & perpetual growth rate approximating the rate of inflation for the
Infrastructure, Certification, and Consumer Products. Each of CGU or group of CGUs. A perpetual growth rate of 2.0% was used.
these divisions represents a CGU, or group of CGUs.
Discount rate: value in use is based on estimated surplus future
The recoverable amount of CGUs is determined as set out in cash flows discounted at the weighted average cost of capital
Note 3.7 – Impairment of non-financial assets. Assets are tested (WACC). The discount rates used are post-tax rates. The WACC
for impairment by estimating their value in use. used in the calculations is determined by an independent expert
and adapted to the Group’s different businesses and geographic
Value in use corresponds to surplus future cash flows generated
areas in which the CGUs or groups of CGUs are present. A WACC
by a CGU. These cash flows are estimated after allowing for
of 6.1% was used in 2019.
maintenance expenditure, changes in working capital
requirements, and any non-recurring items. They are net of tax but
exclude external financing costs. The cash flows are based on the
latest medium- and long-term earnings forecasts.

Sensitivity analysis
Items that could have a significant impact on the results of However, there is no reasonably possible change in key
impairment tests are operating profit, WACC and the perpetual assumptions for a given input at one time that results in the
growth rate. recoverable amount of a CGU or group of CGUs falling below the
carrying amount.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 271

6 Financial statements
6.6 Notes to the consolidated financial statements

Note 12 Acquisitions and disposals

Acquisitions during the period

In 2019, the main acquisitions carried out by the Group were:

ACQUISITIONS OF 100% INTERESTS

Month Company Business Country

January Capital Energy SAS Buildings & Infrastructure France
July Q Certificazioni SRL Certification Italy

OTHER ACQUISITIONS
The amount of goodwill resulting from these acquisitions was calculated using the partial goodwill method, whereby non-controlling
interests are measured based on their share in the fair value of the net identifiable assets acquired.

Month Company Business % acquired Country

March Owen Group Inc. Buildings & Infrastructure 75.0% United States
April Shenzhen Total-Test Technology Co., Ltd. Agri-Food & Commodities 75.0% China

INCREASE IN SHAREHOLDINGS

Ownership
Month Company Business interest Country
Beijing 7 Layers Huarui Communications
January Consumer Products 51.0% China
Technology Co., Ltd.

The purchase price for acquisitions made in 2019 was allocated to the acquirees’ identifiable assets, liabilities and contingent liabilities at
the end of the reporting period, based on information and provisional valuations available at that date.
The table below was drawn up prior to completing the final purchase price accounting for companies acquired in 2019:

(€ millions) December 31, 2019 December 31, 2018

Purchase price of acquisitions 56.6 131.4
Acquisition of non-controlling interests - (14.7)
Cost of assets and liabilities acquired/assumed 56.6 116.7
Assets and liabilities acquired/assumed Carrying amount Fair value Carrying amount Fair value
Non-current assets 4.8 37.6 8.4 68.5
Current assets (excluding cash and cash equivalents) 26.1 26.1 24.3 24.3
Current liabilities (excluding borrowings) (24.9) (24.2) (21.6) (27.3)
Non-current liabilities (excluding borrowings) (6.2) (13.4) (1.5) (4.7)
Borrowings - - (1.6) (1.6)
Non-controlling interests acquired (10.3) (10.3) (7.9) (7.9)
Cash and cash equivalents of acquired companies 14.8 14.8 1.8 1.8
Total assets and liabilities acquired/assumed 4.3 30.6 1.9 53.1
GOODWILL 26.0 63.6

The main item of goodwill in the period relates to Capital Energy for €13.5 million.
The residual unallocated goodwill is chiefly attributable to the human capital of the companies acquired and the significant synergies
expected to result from these acquisitions.
Fair value adjustments relating to the main acquisitions carried out in 2018 whose final accounting was completed in 2019 are recognized
in the 2019 consolidated financial statements.

272 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.6 Notes to the consolidated financial statements

The Group’s acquisitions were paid mainly in cash.

The impact of these acquisitions on cash and cash equivalents for the period was as follows:

(€ millions) 2019 2018

Purchase price of acquisitions (56.6) (131.4)
Remeasurement of securities at fair value(a) 4.3 -
Cash and cash equivalents of acquired companies 14.8 1.8
Purchase price outstanding at December 31 in respect of acquisitions
2.0 6.3
in the year
Equity-settled payments - 4.0
Purchase price paid in relation to acquisitions in prior periods (32.5) (18.1)
IMPACT OF ACQUISITIONS ON CASH AND CASH EQUIVALENTS (68.0) (137.4)
(a) Business combination achieved in stages (step acquisition).

The negative amount of €69.9 million shown on the “Acquisitions of subsidiaries” line of the consolidated statement of cash flows includes
€1.9 million in acquisition-related fees paid.

Contingent consideration
Contingent consideration for acquisitions carried out prior to January 1, 2019 was recognized in 2019. The impact of contingent
consideration on the consolidated income statement was a net expense of €5.4 million recorded in “Other operating income and expense,
net”.

Financial liabilities relating to put options granted to holders of non-controlling interests

Financial liabilities relating to put options granted to holders of non-controlling interests amounted to €107.6 million at December 31, 2019
(€124.6 million at December 31, 2018), and are set out in the table below:

(€ millions) December 31, 2019 December 31, 2018

Agri-Food & Commodities 3.6 5.8
Buildings & Infrastructure 103.4 118.3
Consumer Products 0.6 0.5
TOTAL 107.6 124.6
Non-current 91.7 76.4
Current 15.9 48.2

Movements in the period were as follows:

(€ millions) 2019 2018

At January 1 124.6 91.5

6
New options 20.2 32.1
Options exercised (36.5) -
Change in the present value of the exercise price of outstanding options (0.7) 1.0
AT DECEMBER 31 107.6 124.6

These options are generally valued based on estimates of future operating profit.
New options granted along with changes in the price of existing options had a negative €19.5 million impact on the “Other movements” line
in the consolidated statement of changes in equity.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 273

6 Financial statements
6.6 Notes to the consolidated financial statements

Comparative data The table below shows the Group’s key financial indicators
including major acquisitions for the period as if they had been
In 2019, the Group acquired companies and groups with included in the consolidated financial statements at
aggregate annual revenue of around €71.4 million for the year January 1, 2019. Operating profit includes 12-month amortization
(2018: €95.8 million) and operating profit before amortization of charged against intangible assets resulting from the business
intangible assets resulting from business combinations of around combinations.
€10.2 million (2018: €16.1 million). The main acquisitions carried out in 2019 do not have a material
impact on comparative indicators in the consolidated statement
of cash flows.

(€ millions) 2019 2018

Revenue as per the financial statements 5,099.7 4,795.5
o/w revenue of companies acquired since the acquisition date 61.2 76.7
Revenue restated for pre-acquisition data 5,109.9 4,814.6
Operating profit as per the financial statements 721.3 637.2
o/w operating profit of companies acquired since the acquisition date 8.2 9.4
Operating profit restated for pre-acquisition data 722.4 638.8
Net profit as per the financial statements 392.6 355.1
o/w net profit of companies acquired since the acquisition date 5.8 6.9
NET PROFIT RESTATED FOR PRE-ACQUISITION DATA 392.7 355.5

Disposals
The table below shows the impacts of disposals carried out in the period on the statement of financial position and income statement:

(€ millions) 2019 2018

Sale price, net 19.2
Assets and liabilities sold
Non-current assets (10.7) -
Current assets (7.8) 0.5
Cash and cash equivalents (11.3) -
Current and non-current liabilities 11.9 (1.1)
Carrying amount of assets sold (17.9) (0.6)
Gains/(losses) on disposals of businesses, before tax 1.3 0.6
Tax effect (2.2) -
Gains/(losses) on disposals of businesses, after tax (0.9) -

Disposals in the period had a positive €7.9 million impact on consolidated cash and cash equivalents, shown on the “Proceeds from sales of
subsidiaries and businesses” line of the consolidated statement of cash flows.

274 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.6 Notes to the consolidated financial statements

Note 13 Intangible assets

Currency
translation
Changes in differences
December 31, Acquisitions/ scope of and other December 31,
(€ millions) 2018 Additions Disposals consolidation movements 2019
Customer relationships 1,043.0 - - 29.8 29.1 1,101.9
Brands 62.7 - - - 0.5 63.2
Non-competition agreements 34.3 - - 0.7 0.3 35.3
Other intangible assets 216.5 20.2 (16.9) 2.1 20.3 242.2
Intangible assets in progress 16.9 14.0 - - (12.8) 18.1
Gross value 1,373.4 34.2 (16.9) 32.6 37.4 1,460.7
Customer relationships (529.7) (75.8) - - (10.4) (615.9)
Brands (54.3) (1.6) - - (0.7) (56.6)
Non-competition agreements (25.2) (2.4) - - (0.3) (27.9)
Other intangible assets (129.6) (23.4) 12.2 (1.5) (6.9) (149.2)
Accumulated amortization
(738.8) (103.2) 12.2 (1.5) (18.3) (849.6)
and impairment
Customer relationships 513.3 (75.8) - 29.8 18.7 486.0
Brands 8.4 (1.6) - - (0.2) 6.6
Non-competition agreements 9.1 (2.4) - 0.7 - 7.4
Other intangible assets 86.9 (3.2) (4.7) 0.6 13.4 93.0
Intangible assets in progress 16.9 14.0 - - (12.8) 18.1
INTANGIBLE ASSETS, NET 634.6 (69.0) (4.7) 31.1 19.1 611.1

Currency
translation
Changes in differences
December 31, Acquisitions/ scope of and other December 31,
(€ millions) 2017 Additions Disposals consolidation movements 2018
Customer relationships 991.5 - - 60.1 (8.6) 1,043.0
Brands 63.9 - - - (1.2) 62.7
Non-competition agreements 35.4 - - - (1.1) 34.3
Other intangible assets 196.6 16.6 (11.0) 0.5 13.8 216.5
Intangible assets in progress 8.5 14.1 - - (5.7) 16.9
Gross value 1,295.9 30.7 (11.0) 60.6 (2.8) 1,373.4
Customer relationships (467.4) (70.5) - - 8.2 (529.7)
Brands (52.6) (2.6) - - 0.9 (54.3)
Non-competition agreements (23.9) (2.0) - - 0.7 (25.2)
Other intangible assets (111.8) (18.3) 8.1 - (7.6) (129.6)
Accumulated amortization
(655.7) (93.4) 8.1 - 2.2 (738.8)
and impairment
Customer relationships 524.1 (70.5) - 60.1 (0.4) 513.3

6
Brands 11.3 (2.6) - - (0.3) 8.4
Non-competition agreements 11.5 (2.0) - - (0.4) 9.1
Other intangible assets 84.8 (1.7) (2.9) 0.5 6.2 86.9
Intangible assets in progress 8.5 14.1 - - (5.7) 16.9
INTANGIBLE ASSETS, NET 640.2 (62.7) (2.9) 60.6 (0.6) 634.6

“Other intangible assets” mainly includes software. Amortization charged against intangible assets totaled
€103.2 million in 2019 and €93.4 million in 2018.
All of the amounts allocated to “Changes in scope of
consolidation” in 2019 and 2018 relate to the acquisitions carried A total of €9.7 million in research and development costs relating
out in that year. When the value of customer relationships is mainly to the Marine & Offshore business in France was
adjusted in the year following their acquisition, the amount of the recognized under expenses in 2019 (2018: €13.0 million).
adjustment is recognized in “Other movements”.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 275

6 Financial statements
6.6 Notes to the consolidated financial statements

Note 14 Property, plant and equipment

Currency
Changes translation
December 31, Acquisitions/ in scope of differences and December 31,
(€ millions) 2018 Additions Disposals consolidation other movements 2019
Land 18.3 - (0.2) - 0.4 18.5
Buildings 73.1 2.5 (2.0) - 0.4 74.0
Fixtures and fittings, machinery
982.2 41.1 (37.6) 10.4 18.5 1,014.6
and equipment
IT equipment and other 267.7 19.4 (21.4) (0.5) 0.9 266.1
Intangible assets in progress 23.2 29.8 - - (26.3) 26.7
Gross value 1,364.5 92.8 (61.2) 9.9 (6.1) 1,399.9
Land - - - - - -
Buildings (32.8) (2.1) 0.3 - 0.2 (34.4)
Fixtures and fittings, machinery
(659.7) (80.9) 37.2 (7.8) (3.3) (714.5)
and equipment
IT equipment and other (200.9) (24.8) 19.0 0.7 (0.1) (206.1)
Intangible assets in progress - - - - - -
Accumulated depreciation
(893.4) (107.8) 56.5 (7.1) (3.2) (955.0)
and impairment
Land 18.3 - (0.2) - 0.4 18.5
Buildings 40.3 0.4 (1.7) - 0.6 39.6
Fixtures and fittings, machinery
322.5 (39.8) (0.4) 2.6 15.2 300.1
and equipment
IT equipment and other 66.8 (5.4) (2.4) 0.2 0.8 60.0
Intangible assets in progress 23.2 29.8 - - (26.3) 26.7
PROPERTY, PLANT
471.1 (15.0) (4.7) 2.8 (9.3) 444.9
AND EQUIPMENT, NET

Currency
Changes in translation
December 31, Acquisitions/ scope of differences and December 31,
(€ millions) 2017 Additions Disposals consolidation other movements 2018
Land 18.2 - - - 0.1 18.3
Buildings 63.0 1.1 (1.8) 3.8 7.0 73.1
Fixtures and fittings, machinery
942.7 51.0 (24.2) 6.4 6.3 982.2
and equipment
IT equipment and other 276.9 20.8 (24.1) 2.1 (8.0) 267.7
Intangible assets in progress 24.8 27.9 - 0.3 (29.8) 23.2
Gross value 1,325.6 100.8 (50.1) 12.6 (24.4) 1,364.5
Land - - - - -
Buildings (30.4) (2.3) 0.5 (0.9) 0.3 (32.8)
Fixtures and fittings, machinery
(602.6) (79.6) 20.0 (3.1) 5.6 (659.7)
and equipment
IT equipment and other (206.3) (25.0) 22.4 (0.8) 8.8 (200.9)
Intangible assets in progress - - - - - -
Accumulated depreciation
(839.3) (106.9) 42.9 (4.8) 14.7 (893.4)
and impairment
Land 18.2 - - - 0.1 18.3
Buildings 32.6 (1.2) (1.3) 2.9 7.3 40.3
Fixtures and fittings, machinery
340.1 (28.6) (4.2) 3.3 11.9 322.5
and equipment
IT equipment and other 70.6 (4.2) (1.7) 1.3 0.8 66.8
Intangible assets in progress 24.8 27.9 - 0.3 (29.8) 23.2
PROPERTY, PLANT
486.3 (6.1) (7.2) 7.8 (9.7) 471.1
AND EQUIPMENT, NET

The Group’s property, plant and equipment consists mainly of The main laboratories of Agri-Food products are based in the
laboratory equipment used in the Agri-Food, Commodities and Americas and in Asia Pacific.
Consumer Products testing businesses.
The laboratories of our Consumer Products division are located
The major centers of expertise for metals and minerals are in mainly in Asia.
Australia and Canada. The major centers of expertise in oil and
Depreciation charged against property, plant and equipment
petrochemicals are based in the United States and in Canada.
totaled €107.8 million in 2019 and €106.9 million in 2018.

276 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.6 Notes to the consolidated financial statements

Note 15 Right-of-use assets

Currency
translation
differences and
December 31, IFRS 16 Acquisitions/ other December 31,
(€ millions) 2018 transition Additions Disposals movements 2019
Right-of-use assets – Buildings - 278.1 90.8 (3.4) 6.5 372.0
Right-of-use assets – Vehicles - 26.2 55.2 - 9.5 90.9
Gross value - 304.3 146 (3.4) 16.0 462.9
Right-of-use assets – Buildings - - (71.5) 0.3 0.1 (71.1)
Right-of-use assets – Vehicles - - (22.8) - - (22.8)
Accumulated depreciation
- - (94.3) 0.3 0.2 (93.9)
and impairment
Right-of-use assets – Buildings - 278.1 19.3 (3.1) 6.6 300.9
Right-of-use assets – Vehicles - 26.2 32.4 - 9.5 68.1
RIGHT-OF-USE ASSETS, NET - 304.3 51.7 (3.1) 16.1 369.0

Net right-of-use assets at December 31, 2019 primarily concern the Group’s operations in Europe and Asia.
Depreciation charged against right-of-use assets totaled €94.3 million in 2019.

Note 16 Deferred income tax

The table below provides details of deferred income tax recognized in the statement of financial position:

Analysis of deferred income tax by maturity (€ millions) December 31, 2019 December 31, 2018
Deferred income tax assets
Non-current 68.1 63.5
Current 64.0 71.8
Total 132.1 135.3
Deferred income tax liabilities
Non-current (107.6) (110.6)
Current (15.3) (16.8)
Total (122.9) (127.4)
NET DEFERRED INCOME TAX LIABILITIES 9.2 7.9

Deferred income taxes at December 31, 2019 are presented after offsetting deferred tax assets and deferred tax liabilities relating to the

6
same taxable entity.
Movements in deferred taxes during the year were as follows:

Movements in deferred taxes during the year (€ millions) December 31, 2019 December 31, 2018
Net deferred income tax assets (liabilities) at January 1 7.9 2.0
Deferred tax income/(expense) for the year (0.7) 9.6
Deferred income taxes recognized directly in equity 2.1 0.7
Changes in scope of consolidation (6.1) (3.2)
Transition to IFRS 16 9.4 -
Exchange differences (3.4) (1.2)
NET DEFERRED INCOME TAX LIABILITIES AT DECEMBER 31 9.2 7.9

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 277

6 Financial statements
6.6 Notes to the consolidated financial statements

Net changes in deferred taxes during the year are shown below before offsetting at the level of taxable entities:

Pension plans
and other Gains
employee Provisions for taxable
benefit contract-related Tax loss in future Customer
(€ millions) obligations disputes carryforwards periods relationships Other Total
At December 31, 2017 39.1 1.4 47.3 (23.3) (133.3) 70.8 2.0
Income/(expense) recognized
(0.1) (0.2) (6.6) 1.4 14.9 0.2 9.6
in the income statement
Tax asset recognized directly
(1.4) - - - - 2.1 0.7
in equity
Changes in scope of
- - 0.2 0.3 (4.2) 0.5 (3.2)
consolidation
Exchange differences (0.2) (0.1) (2.1) 0.9 1.1 (0.8) (1.2)
At December 31, 2018 37.4 1.1 38.8 (20.7) (121.5) 72.8 7.9
Income/(expense) recognized
(0.8) - (0.8) (1.6) 17.7 (15.2) (0.7)
in the income statement
Tax asset recognized directly
1.4 - - - - 0.7 2.1
in equity
Changes in scope of
0.1 - 0.1 (0.1) (4.9) (1.3) (6.1)
consolidation
Transition to IFRS 16 - - - - - 9.4 9.4
Exchange differences 0.1 (0.1) 0.3 (0.2) (4.1) 0.6 (3.4)
AT DECEMBER 31, 2019 38.2 1.0 38.4 (22.6) (112.8) 67.0 9.2

Deferred tax assets on tax loss carryforwards were calculated At December 31, 2019, cumulative unrecognized tax loss
based on estimated future earnings of the loss-making carryforwards totaled €178 million, of which €31.6 million arose in
subsidiaries. These estimates were based on the 2020 budget. 2019 (December 31, 2018: €167.4 million, of which €37.8 million
The time frame used for these forecasts was within the period arose in 2018).
allowed by each country for the carry-forward of tax losses.
The tax effect of these tax loss carryforwards was €40.8 million,
Other deferred taxes relate mainly to non-deductible accrued of which €7.5 million arose in 2019 (December 31, 2018:
charges and provisions. €39.7 million, of which €8.3 million arose in 2018).

Note 17 Other financial assets

(€ millions) December 31, 2019 December 31, 2018

Investments in equity-accounted companies 0.9 5.0
Investments in non-consolidated companies 1.9 1.6
Deposits, guarantees and other financial assets 115.5 108.2
NON-CURRENT FINANCIAL ASSETS 118.3 114.8
Deposits, guarantees and other financial assets 23.4 13.1
OTHER CURRENT FINANCIAL ASSETS 23.4 13.1

Non-current financial assets Other current financial assets

Non-current financial assets mainly comprise interest-free Other current financial assets include €16.1 million in financial
guarantee deposits on office rentals. The vast majority of these receivables relating to bidding operations in China. The amounts
have maturities of one to five years. received do not correspond to the definition of a cash component
within the meaning of IAS 7.
This caption also includes customer holdbacks maturing in over
one year. Current financial assets have been pledged by the Group and
represented a total carrying amount of €1.1 million at
The Group considered that the fair value of other non-current
December 31, 2019 and 2018.
assets approximated their carrying amount at December 31, 2019
and December 31, 2018.
None of the Group’s non-current financial assets had been
pledged at December 31, 2019 or December 31, 2018.

278 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.6 Notes to the consolidated financial statements

Note 18 Derivative financial instruments

A currency hedge has been contracted swapping a portion of the Group’s USPP debt for euros.
The currency derivatives in place at December 31, 2019 were as follows:

Fair value of derivatives

Maturity Notional amount (€ millions)
07/16/2020 GBP 40 million (3.6)
NON-CURRENT LIABILITIES (3.6)

The Group has set up multi-currency foreign exchange derivatives hedging the euro. These instruments are set up on a centralized basis and
are designed to protect the Group against currency risk arising mainly on intra-group loans and a portion of its external debt.
The foreign exchange derivatives maturing within one year (currency swaps and forward purchases and sales) in place at the year-end were
as follows:

Notional amount Fair value of derivatives

Currency (millions of currency units) (€ millions)
AUD 106.9 0.7
CAD (39.4) (0.1)
CHF (1.7) -
CNY (79.1) -
CZK (86.8) -
DKK 20.9 -
GBP (77.6) 2.1
HKD (81.2) 0.1
HUF (68.6) -
JPY (277.6) 0.7
MXN 39.7 -
NOK 12.8 -
PLN 0.5 -
RUB 59.2 0.1
SEK (1.2) -
SGD (101.6) 0.1
USD (26.4) 0.3
ZAR (89.3) (0.2)
NET CURRENT ASSET 3.1

The Group had no interest rate hedges at the reporting date.

A residual negative balance of €1.3 million was carried in equity at end-2019 in respect of changes in the fair value of cash flow hedges.
This will be reclassified to net financial expense as and when the hedged cash flows affect profit or loss.
Interest expense on currency hedges classified as cash flow hedges amounted to €0.1 million in 2019.
No material ineffective portion was recognized in net financial expense in 2019 in respect of cash flow hedges.
6

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 279

6 Financial statements
6.6 Notes to the consolidated financial statements

Note 19 Trade and other receivables

(€ millions) December 31, 2019 December 31, 2018

Trade and other receivables 1,333.6 1,282.7
Trade receivables – invoices issued 1,147.7 1,161.2
Trade receivables – invoices pending 185.9 121.5
Inventories 56.0 19.9
Other receivables 209.6 187.4
Gross value 1,599.2 1,490.0
Provisions at January 1 (81.0) (83.5)
Net additions/reversals during the period 2.8 5.1
Changes in scope of consolidation (0.6) (0.9)
Currency translation differences and other movements (0.4) (1.7)
Provisions at December 31 (79.2) (81.0)
TRADE AND OTHER RECEIVABLES, NET 1,520.0 1,409.0

The Group considers that the fair value of its receivables approximates their carrying amount as they all fall due within one year.
There is little concentration of credit risk resulting from the Group’s trade receivables due to the significant number of clients and their
geographic diversity. The table below presents an aged balance of trade and other receivables for which no impairment provisions have
been set aside:

(€ millions) December 31, 2019 December 31, 2018

Trade and other receivables 1,333.6 1,282.7
of which
● provisioned 78.2 79.9
● not provisioned and due:
less than 1 month past due 146.5 162.8
1 to 3 months past due 125.4 124.2
3 to 6 months past due 73.4 69.3
more than 6 months past due 62.3 69.6

Note 20 Contract assets

(€ millions) December 31, 2019 December 31, 2018

Work-in-progress 222.2 206.0
Inventories – costs of obtaining and fulfilling contracts 3.8 0.9
CONTRACT ASSETS 226.0 206.9

(€ millions) December 31, 2019

Work in-progress at December 31, 2018 206.0
Transferred to trade receivables (154.9)
Canceled through the income statement (2.3)
Revenue recognized 182.4
Currency translation differences and other movements (9.0)
WORK-IN-PROGRESS 222.2

280 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.6 Notes to the consolidated financial statements

Note 21 Cash and cash equivalents

(€ millions) December 31, 2019 December 31, 2018

Marketable securities 431.3 607.5
Cash at bank and on hand 1,046.5 438.8
CASH AND CASH EQUIVALENTS 1,477.8 1,046.3

The Group considers that cash and cash equivalents primarily accounts are difficult or even impossible to put in place
comprise available cash. (e.g., China, Democratic Republic of Congo, Bangladesh, India,
South Korea, and Vietnam). In this case, cash at bank and on hand
Marketable securities correspond to units in monetary mutual
is repatriated when dividends are paid.
funds (SICAV) that meet the definition of cash and cash
equivalents set out in IAS 7. Cash that cannot be pooled represents only around 0.3% of cash
at bank and on hand and is defined as cash balances in countries
Most of the “Cash at bank and on hand” item is considered to
that prohibit or severely restrict transfers of cash. This concerns
represent available cash. In all, 17% of the Group’s cash at bank
just two countries: Iran and Venezuela.
and on hand is located in 71 countries where loans or current

Net cash and cash equivalents as reported in the consolidated statement of cash flows comprise:

(€ millions) December 31, 2019 December 31, 2018

Cash and cash equivalents 1,477.8 1,046.3
Bank overdrafts (Note 24) (12.1) (11.7)
NET CASH AND CASH EQUIVALENTS AS REPORTED
1,465.7 1,034.5
IN THE CONSOLIDATED STATEMENT OF CASH FLOWS

Note 22 Share capital

Capital increases Share capital

On June 11, 2019 the Chairman of the Board of Directors, acting The total number of shares comprising the share capital was
pursuant to the powers vested in him by the Board of Directors 452,092,988 at December 31, 2019 and 442,216,000 at
and in light of the choice by certain shareholders to have their December 31, 2018.
dividend paid in shares, noted that 9,943,269 ordinary new
All shares have a par value of €0.12 and are fully paid up.
Bureau Veritas shares had been created with a par value of €0.12
per share, representing 2.25% of the Company’s share capital
before taking into account the issue of new shares based on the
share capital at May 31, 2019. Treasury shares
Following the exercise of 153,931 stock options, the Group
At December 31, 2019, the Group held 4,394,939 of its own

6
carried out a share capital increase that included a share premium
of €3.1 million. shares. The carrying amount of these shares was deducted from
equity.

Capital reduction
Pursuant to a decision of the Board of Directors, on
February 27, 2019 the Company canceled 220,212 of its own
shares, representing 0.05% of its share capital.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 281

6 Financial statements
6.6 Notes to the consolidated financial statements

Note 23 Share-based payment

The Group has set up three types of long-term equity-settled Depending on the plans, the options are subject to a vesting period
compensation plans: of three or five years and are valid for a term of eight or ten years
after the grant date.
● stock purchase or subscription option plans;
The exercise price is fixed when the options are awarded and
● stock subscription option plans on preferential terms;
cannot be changed.
● performance share plans.
Pursuant to a decision of the Board of Directors on June 21, 2019,
the Group awarded 1,081,260 stock options to certain employees
and to the Executive Corporate Officer. The options granted may
Stock subscription and purchase option plans be exercised at a fixed price of €21.26.
To be eligible for these awards, beneficiaries must have completed
Description a minimum period of service and achieved certain performance
targets based on 2019 adjusted operating profit and the operating
Stock subscription and purchase options are granted to senior
margin (adjusted operating profit/revenue) for 2020 and 2021.
managers and other selected employees. Grants made under
The options are valid for ten years after the grant date.
stock purchase or subscription option plans will give rise either to
the delivery of existing shares purchased on the market, or to the The average fair value of options granted during the year was
issuance of new shares on the exercise of options. €2.3 per option (2018: €2.74).
The Group has no legal or constructive obligation to repurchase or
settle the options in cash.

MOVEMENTS IN OPTIONS:

Weighted average exercise Average residual life

price of options Number of options of outstanding options
At December 31, 2017 19.49 5,912,023 5.7 years
Options granted during the year 22.02 1,100,400
Options canceled during the year 20.49 (273,793)
Options exercised during the year 16.81 (648,144)
At December 31, 2018 20.19 6,090,486 5.8 years
Options granted during the year 21.26 1,057,860
Options canceled during the year 21.01 (102,870)
Options exercised during the year 17.71 (919,597)
AT DECEMBER 31, 2019 20.73 6,125,879 6.0 YEARS

Out of the total number of outstanding options at each year-end, 2,965,759 options were exercisable at end-2019 (end-2018: 3,574,946).

OVERVIEW OF STOCK OPTION PLANS AT DECEMBER 31, 2019:

Number of options
Exercise price
Expiration date (in euros per option) December 31, 2019 December 31, 2018
07/18/2011 Plan 07/18/2019 14.42 117,300
12/14/2011 Plan 12/14/2019 13.28 78,480
07/18/2012 Plan 07/18/2020 17.54 353,146 781,546
07/22/2013 Plan 07/22/2021 21.01 747,778 854,794
07/16/2014 Plan 07/16/2022 20.28 598,618 633,088
07/15/2015 Plan 07/15/2025 20.51 994,777 1,109,738
06/21/2016 Plan 06/21/2026 19.35 271,440 335,280
06/21/2017 Plan 06/21/2027 20.65 1,071,260 1,111,260
06/22/2018 Plan 06/21/2028 22.02 1,031,000 1,069,000
06/21/2019 Plan 06/21/2029 21.26 1,057,860
NUMBER OF OPTIONS AT DECEMBER 31, 2019 6,125,879 6,090,486

282 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.6 Notes to the consolidated financial statements

Measurement
The fair value of options granted in 2019 was calculated based on The number of shares that will vest is estimated based on an
the following main assumptions and characteristics: achievement rate of 100% for performance targets in 2019
(2018: 100%) and an attrition rate of 1% per annum in 2019
● exercise price: €21.26;
(2018: 1%). The performance condition attached to the
● expected share volatility: 19.9% (2018: 19.3%); June 22, 2018 stock purchase option plan was notably based on
2018 adjusted operating profit. The achievement rate for the
● average annual dividend yield: 3% (2018: 2.8%); performance condition was 100%.
● expected option life: 6 years (2018: 6 years); In 2019, the expense recognized by the Group in respect of stock
● risk-free interest rate: negative 0.4% (2018: 0.11%), options amounted to €2.1 million (2018: €2.5 million).
determined by reference to the yield on government bonds over
the estimated life of the option.

Performance share plans

Description
Performance shares were awarded to senior managers and other Pursuant to a decision of the Board of Directors, the Group
selected employees, which will require the Group to buy back its awarded 1,286,455 performance shares to certain employees and
shares on the market or to issue new shares. Depending on the to the Executive Corporate Officer on June 21, 2019. To be
plan, performance shares are generally conditional on completing eligible for the award, beneficiaries must have completed three
three years of service and achieving performance targets based on years of service and achieved certain performance targets based
adjusted consolidated operating profit for the year of the award on adjusted operating profit for 2019 and on the operating margin
and on the consolidated adjusted operating margin for the (ratio of adjusted operating profit to revenue) for 2020 and 2021.
following two years.

OVERVIEW OF PERFORMANCE SHARE PLANS AT DECEMBER 31, 2019:

Grant date Vesting date Number of shares

07/22/2013 Plan 07/22/2021 or 07/22/2022 720,000
07/15/2019 or 07/15/2018
07/15/2015 Plan 986
for employees of a French company
06/21/2016 Plan 06/21/2019 336
06/21/2017 Plan 06/21/2020 1,042,662
06/22/2018 Plan 06/22/2021 1,103,650
06/21/2019 Plan 06/21/2022 1,275,845
NUMBER OF SHARES AT DECEMBER 31, 2019 4,143,479

Measurement
The fair value of performance shares granted to select employees The number of shares that will vest is estimated based on an

6
and the Executive Corporate Officer was determined using the achievement rate of 100% for performance targets (2018: 100%)
Black-Scholes options pricing model. and an attrition rate of 5% per annum in 2019 (2018: 5%). The
performance condition attached to the June 22, 2018 plan was
The weighted average fair value of performance shares awarded
based on adjusted operating profit for 2018. The achievement
to certain employees and the Executive Corporate Officer in 2019
rate for the performance condition was 100%.
was €20.10 per share (2018: €21.20), based on the following
assumptions: In 2019, the expense recognized by the Group in respect of
performance shares amounted to €19.3 million
● share price at the grant date;
(2018: €18.3 million).
● average annual dividend yield: 2.7% (2018: 2.9%);
● discount corresponding to risks and liquidity requirements: N/A
(2018: N/A).

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 283

6 Financial statements
6.6 Notes to the consolidated financial statements

Note 24 Borrowings and financial debt

Due between Due between Due beyond

(€ millions) Total Due within 1 year 1 and 2 years 3 and 5 years 5 years
At December 31, 2019
Bank borrowings and debt
718.5 - 86.6 139.5 492.4
(long-term portion)
Bond issue 2,200.0 - 500.0 500.0 1,200.0
NON-CURRENT BORROWINGS
2,918.5 - 586.6 639.5 1,692.4
AND FINANCIAL DEBT
Current bank borrowings and debt 356.9 356.9 - - -
Bond issue - - - - -
Bank overdrafts 12.1 12.1 - - -
CURRENT BORROWINGS
369.0 369.0 - - -
AND FINANCIAL DEBT
At December 31, 2018
Bank borrowings and debt
955.7 - 304.8 341.9 309.0
(long-term portion)
Bond issue 1,700.0 - - 1,000.0 700.0
NON-CURRENT BORROWINGS
2,655.7 - 304.8 1,341.9 1,009.0
AND FINANCIAL DEBT
Current bank borrowings and debt 287.3 287.3 - - -
Bond issue 200.0 200.0 - - -
Bank overdrafts 11.7 11.7 - - -
CURRENT BORROWINGS
499.0 499.0 - - -
AND FINANCIAL DEBT

In November 2019, the Group negotiated a private placement in Veritas Investment Shanghai Co., Ltd. At December 31, 2019, an
the United States for USD 200 million, which was drawn on amount of CNY 545 million had been drawn down.
January 22, 2020 (2019 USPP).
Gross debt increased by €132.8 million between
In the same month, it carried out a €500 million bond issue. December 31, 2018 and December 31, 2019, to €3,287.5 million.
The Group drew on its fixed-rate bank financing (“China facility”) This increase chiefly reflects the Group’s refinancing of facilities
in an amount of CNY 750 million, carried on the books of Bureau falling due in 2019 and the amount drawn on the China facility.

Currency
translation
December 31, Changes in scope differences and December 31,
(€ millions) 2018 of consolidation Cash flows other movements 2019
Bank borrowings and debt
(long-term portion) 955.7 - (257.8) 20.6 718.5
Bond issue 1,700.0 - 500.0 - 2,200.0
NON-CURRENT BORROWINGS
2,655.7 - 242.2 20.6 2,918.5
AND FINANCIAL DEBT
Current bank borrowings and debt 287.3 - 75.3 (5.7) 356.9
Bond issue 200.0 - (200.0) - -
Bank overdrafts 11.7 - 0.2 0.2 12.1
CURRENT BORROWINGS
499.0 - (124.5) (5.5) 369.0
AND FINANCIAL DEBT
BORROWINGS AND FINANCIAL
3,154.7 - 117.7 15.1 3,287.5
DEBT, GROSS

Cash flows totaling €111.4 million reflect:

● a negative amount of €0.2 million relating to the change in bank ● a negative amount of €6.1 million relating to the change in
overdrafts, which is included in the change in cash and cash accrued interest, shown on the “Interest paid” line of the
equivalents in the consolidated statement of cash flows; consolidated statement of cash flows.

284 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.6 Notes to the consolidated financial statements

Due between Due between Due beyond

(€ millions) Total Due within 1 year 1 and 2 years 3 and 5 years 5 years
Estimated interest payable
353.4 77.6 53.4 132.1 90.3
on bank borrowings and debt
Impact of cash flow hedges
3.1 - 3.1 - -
(principal and interest)

In the table above, interest takes into account the impact of debt hedging (currency derivatives).
At December 31, 2019, virtually all of the Group’s gross debt related to the facilities described below.

Non-bank financing Available financing

Non-bank financing includes: At December 31, 2019, the Group had a confirmed financing line
totaling €600 million in the form of the 2018 syndicated credit
● the 2008, 2011, 2013, 2017 and 2018 US Private Placements
facility.
(USPP), totaling USD 816 million and GBP 40 million, together
with the undrawn 2019 USPP;
● the different borrowing tranches of Schuldschein notes (SSD)
totaling €200 million;
Bank covenants
● the bond issues launched in January 2014, September 2016, Some of the Group’s financing requires compliance with certain
September 2018 and November 2019 for a total amount of bank covenants and ratios. At December 31, 2019, the same
€2.2 billion. financial covenants were in force as at December 31, 2018. The
Group complied with all such covenants at both end-2019 and
end-2018.
Bank financing ● The first covenant is defined as the ratio of adjusted net
financial debt divided by consolidated EBITDA (earnings before
Bank financing chiefly comprises: interest, tax, depreciation, amortization and provisions)
adjusted for any entity acquired over the last 12 months. This
● a confirmed, undrawn 2018 syndicated facility for an amount of ratio should be less than 3.25. At December 31, 2019, it stood
€600 million; at 1.87.
● fixed-rate bank financing for CNY 750 million carried on the ● The second covenant represents consolidated EBITDA adjusted
books of Bureau Veritas Investment Shanghai Co., Ltd., on for any entity acquired over the last 12 months, divided by
which CNY 545 million has been drawn down. consolidated net financial expense. This ratio should be higher
than 5.5. At December 31, 2019, it stood at 11.62.

Breakdown by currency
At December 31, 2019, gross borrowings and financial debt excluding bank overdrafts can be analyzed as follows:

Currency (€ millions) December 31, 2019 December 31, 2018

US dollar (USD) 735.4 725.8

6
Euro (€) 2,469.6 2,407.1
Other currencies 70.5 10.1
TOTAL 3,275.5 3,143.0

The GBP tranches of the 2008 USPP were converted into euros using a currency swap and are therefore included on the “Euro (€)” line.
Derivative financial instruments are described in further detail in Note 18 – Derivative financial instruments.

Fixed rate/floating rate breakdown

At December 31, 2019, gross borrowings and financial debt excluding bank overdrafts can be analyzed as follows:

(€ millions) December 31, 2019 December 31, 2018

Fixed rate 3,163.9 2,844.3
Floating rate 111.6 298.7
TOTAL 3,275.5 3,143.0

The contractual repricing dates for floating-rates are six months or less. The reference rate used is Euribor for floating-rate borrowings in
euros.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 285

6 Financial statements
6.6 Notes to the consolidated financial statements

The interest rates (including margins) applicable to the Group’s floating-rate borrowings at the end of the reporting period are detailed
below:

Currency December 31, 2019 December 31, 2018

US dollar (USD) - 4.01%
Euro (€) 1.10% 1.10%

Effective interest rates approximate nominal rates for all financing facilities.
Analyses of sensitivity to changes in interest and exchange rates as defined by IFRS 7 are provided in Note 34 – Additional financial
instrument disclosures.

Alternative performance indicators

In its external reporting on borrowings and financial debt, the Group uses an indicator known as adjusted net financial debt. This indicator is
not defined by IFRS but is determined by the Group based on the definition set out in its bank covenants:

(€ millions) December 31, 2019 December 31, 2018

Non-current borrowings and financial debt 2,918.5 2,655.7
Current borrowings and financial debt 369.0 499.0
BORROWINGS AND FINANCIAL DEBT, GROSS 3,287.5 3,154.7
Cash and cash equivalents (1,477.8) (1,046.3)
NET FINANCIAL DEBT 1,809.7 2,108.4
Currency hedging instruments (as per banking covenants) 3.6 6.7
ADJUSTED NET FINANCIAL DEBT 1,813.3 2,115.1

Note 25 Other financial liabilities

(€ millions) December 31, 2019 December 31, 2018

Payable on acquisitions of companies 21.1 32.8
Put options granted to holders of non-controlling interests 91.7 76.4
Other 2.9 15.8
OTHER NON-CURRENT FINANCIAL LIABILITIES 115.7 125.0
Payable on acquisitions of companies 24.5 31.4
Put options granted to holders of non-controlling interests 15.9 48.2
Other 38.8 46.2
OTHER CURRENT FINANCIAL LIABILITIES 79.2 125.8

The €38.8 million recorded in “Other” within other current financial liabilities chiefly includes:
● €16.1 million relating to a financial liability in connection with ● €18.4 million relating to dividends payable to former minority
bidding operations in China. The amounts received are to be shareholders.
paid over to candidates at the end of the bidding process;

286 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.6 Notes to the consolidated financial statements

Note 26 Pension plans and other long-term employee benefits

Defined benefit plans

The Group’s defined benefit plans cover the following: companies – and are valued based on periodic actuarial
calculations;
● pension schemes, primarily comprising plans that have been
closed to new entrants for several years. The Group’s pension ● other benefit obligations including termination benefits and
schemes are generally unfunded – except for a very limited long-service awards.
number that are funded through payments to insurance

Movements in employee benefit obligations over the past two years are as follows:

Total Pension benefits Other benefit obligations

(€ millions) 2019 2018 2019 2018 2019 2018
Defined benefit obligation
221.2 217.4 107.0 100.4 114.2 117.0
at January 1
Current service cost 17.7 13.7 4.6 3.2 13.1 10.5
Benefits paid (19.5) (17.6) (6.3) (5.3) (13.2) (12.3)
Interest cost 4.8 2.6 1.3 1.2 3.5 1.4
Actuarial losses/(gains) 6.8 (6.5) 1.5 (3.0) 5.3 (3.5)
Business combinations and other
0.5 10.3 (0.9) 9.8 1.4 0.5
movements
Currency translation differences 1.8 1.3 1.2 0.7 0.6 0.6
DEFINED BENEFIT OBLIGATION
233.3 221.2 108.4 107.0 124.9 114.2
AT DECEMBER 31
o/w partly or wholly funded - - 46.0 42.3 - -
o/w unfunded - - 62.4 64.7 - -

Fair value of plan assets

(35.6) (27.3) (35.6) (27.3) - -
at January 1
Implicit return on pension plan assets (0.4) (0.3) (0.4) (0.3) - -
Actuarial (losses)/gains (0.5) 0.7 (0.5) 0.7 - -
Employer contributions (1.6) (0.8) (1.6) (0.8) - -
Other movements (1.5) (7.1) (1.5) (7.1) - -
Currency translation differences (1.0) (0.8) (1.0) (0.8) - -
FAIR VALUE OF PLAN ASSETS
(40.5) (35.6) (40.5) (35.6) - -
AT DECEMBER 31
DEFICIT/SURPLUS 192.8 185.6 67.9 71.4 124.9 114.2

Movements in employee benefit obligations recognized in the income statement and in the statement of comprehensive income are as
follows:

6
(€ millions) 2019 2018
Expense recognized in the income statement 22.5 19.0
Actuarial (gains)/losses recognized in equity during the year 6.3 (5.8)
Experience adjustments 3.8 (3.8)
Changes in actuarial assumptions 4.8 (3.6)
Changes in return on pension plan assets (2.3) 1.6
CUMULATIVE (GAINS)/LOSSES RECOGNIZED IN EQUITY AT DECEMBER 31 71.4 65.1

Plan assets break down as follows by type of financial instrument:

(€ millions) December 31, 2019 December 31, 2018

Equity instruments 20.9 51% 20.1 56%
Debt instruments 8.4 21% 6.0 17%
Other 11.2 28% 9.5 27%
TOTAL 40.5 100% 35.6 100%

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 287

6 Financial statements
6.6 Notes to the consolidated financial statements

France is the main contributing country to the “Pension plans and other long-term employee benefits” line item in the statement of financial
position.
The main actuarial assumptions used for French pension obligations are as follows:

December 31, 2019 December 31, 2018

Discount rate 1.0% 2.0%
Based on investment grade corporate bonds iBoxx Corporate € AA iBoxx Corporate € AA
Estimated increase in future salary levels 2.5% 3.0%
Mortality table INSEE 2015/2017 INSEE 2012/2014

A decrease of 0.5% in the discount rate used for France would The Group applied two assumptions to test the sensitivity of
increase the Group’s provision for pensions and other employee attrition rates in France:
benefit obligations by 5.5%.
● an attrition rate of zero for employees aged 55 and over would
An increase of 0.5% in the discount rate used for France would increase the Group’s provision for pensions and other employee
decrease the Group’s provision for pensions and other employee benefit obligations by 2.6%;
benefit obligations by 5.0%.
● an attrition rate of zero for employees aged 60 and over would
increase the Group’s provision for pensions and other employee
benefit obligations by 0.9%.

Defined contribution plans

Payments made under defined contribution plans in 2019 totaled €81.9 million (2018: €81.0 million).

Note 27 Provisions for liabilities and charges

Currency
translation
Utilized Surplus Changes in differences
December 31, provisions provisions Impact of scope of IFRIC 23 and other December 31,
(€ millions) 2018 Additions reversed reversed discounting consolidation transition movements 2019
Provisions for
contract-related 44.3 3.5 (6.0) (6.0) 0.2 0.2 - 0.1 36.3
disputes
Other provisions
for liabilities and 60.8 13.7 (16.1) (4.6) - 7.3 (24.9) (0.3) 35.9
charges
TOTAL 105.1 17.2 (22.1) (10.6) 0.2 7.5 (24.9) (0.2) 72.2

Provisions for contract-related disputes Other provisions for liabilities and charges
Provisions for contract-related disputes recognized in the Other provisions for liabilities and charges at December 31, 2019
statement of financial position at December 31, 2019 take into include provisions for restructuring (€5.3 million), provisions for
account the disputes described in section 4.4 – Legal, losses on completion (€3.4 million) and miscellaneous other
administrative and arbitration procedures and investigations of provisions including for layoffs, tax risks other than income tax,
this Universal Registration Document. and guarantees (a total of €27.2 million).
Based on the available insurance coverage, the provisions booked
by the Group and the information currently available, the Group
considers that these disputes will not have a material adverse
impact on its consolidated financial statements.

288 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.6 Notes to the consolidated financial statements

Note 28 Trade and other payables

Movements in trade and other payables can be analyzed as follows:

(€ millions) December 31, 2019 December 31, 2018

Trade and other payables 441.3 390.0
Accrued taxes and payroll costs 581.2 572.0
Other payables 76.1 62.8
TOTAL 1,098.6 1,024.8

Note 29 Contract liabilities

(€ millions) December 31, 2019 December 31, 2018

Prepaid income 178.5 135.2
Contract liabilities – advances from customers 18.7 22.8
CONTRACT LIABILITIES 197.2 158.0

(€ millions) December 31, 2019

Contact liabilities at December 31, 2018 158.0
Revenue recognized in 2019 (121.4)
Advances received and prepaid income in 2019 152.2
Currency translation differences and other movements 8.4
CONTRACT LIABILITIES 197.2

Contract liabilities relate to performance obligations not yet satisfied but paid in full by Bureau Veritas’ clients.
Prepaid income primarily corresponds to amounts invoiced on contracts in progress for services that have not yet been performed.

Note 30 Movements in working capital attributable to operations

Movements in working capital attributable to operations are analyzed below. A positive figure represents a positive impact on cash and
cash equivalents and vice versa.

(€ millions) December 31, 2019 December 31, 2018

6
Trade and other receivables (62.8) (79.3)
Trade payables 49.9 38.3
Other receivables and payables (4.3) 45.1
MOVEMENTS IN WORKING CAPITAL ATTRIBUTABLE TO OPERATIONS (17.2) 4.1

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 289

6 Financial statements
6.6 Notes to the consolidated financial statements

Note 31 Earnings per share

Details of the calculation of the weighted average number of ordinary and diluted shares outstanding used to compute basic and diluted
earnings per share are provided below:

(in thousands) 2019 2018

Number of shares comprising the share capital at January 1 442,216 442,000
Number of shares issued during the year (accrual basis)
Stock purchase or subscription options exercised 366 341
Stock dividend 5,557 -
Number of shares held in treasury (5,880) (6,554)
Weighted average number of ordinary shares outstanding 442,259 435,787
Dilutive impact
Performance shares awarded 3,886 3,747
Stock subscription or purchase options (280) (157)
WEIGHTED AVERAGE DILUTED NUMBER OF SHARES USED
445,865 439,377
TO CALCULATED DILUTED EARNINGS PER SHARE

Basic earnings per share

Basic earnings per share is calculated by dividing net profit attributable to owners of the Company by the weighted average number of
ordinary shares outstanding during the period.

2019 2018
Net profit attributable to owners of the Company (€ thousands) 367,892 332,612
Weighted average number of ordinary shares outstanding (in thousands) 442,259 435,787
BASIC EARNINGS PER SHARE (€) 0.83 0.76

Diluted earnings per share

Diluted earnings per share is calculated by adjusting the weighted shares calculated as above is then compared with the number of
average number of ordinary shares outstanding to reflect the shares that would have been issued had the stock options been
conversion of dilutive potential ordinary shares. exercised.
The Company has two categories of dilutive potential ordinary Performance shares are potential ordinary shares whose award is
shares: stock subscription options and performance shares. contingent on having completed a minimum period of service and
achieving certain performance targets. The performance shares
For stock subscription options, a calculation is carried out in order
taken into account are those that could have been issued
to determine the number of shares that could have been issued
assuming December 31 was the end of the vesting period.
based on the exercise price and the fair value of the subscription
rights attached to the outstanding stock options. The number of

2019 2018
Net profit attributable to owners of the Company (€ thousands) 367,892 332,612
Weighted average number of ordinary shares outstanding (in thousands) 445,865 439,377
DILUTED EARNINGS PER SHARE (€) 0.83 0.76

290 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.6 Notes to the consolidated financial statements

Note 32 Dividend per share

On June 11, 2019, the Group paid out a dividend of €0.56 per share in respect of 2018 (€0.56 in 2018).
The cash dividend represented a total amount of €54.0 million. The stock dividend resulted in the creation of 9,943,269 ordinary new
shares.

Note 33 Off-balance sheet commitments and pledges

Off-balance sheet commitments relating to financing activities

2017 and 2018 US Private Placement carried on the books of Bureau Veritas Holdings, Inc.
At December 31, 2019, the Group had non-bank financing facilities totaling USD 555 million that are carried on the books of Bureau Veritas
Holdings, Inc. and secured by the parent company.

Off-balance sheet commitments relating to operating activities

Guarantees given
Guarantees given break down as follows by amount and maturity:

Due between
(€ millions) Total Due within 1 year 1 and 5 years Due beyond 5 years
At December 31, 2019 434.9 188.9 218.6 27.4
At December 31, 2018 397.2 183.4 192.7 21.1

Guarantees given include bank guarantees and parent company guarantees:

● Bank guarantees primarily concern bid and performance bonds;
● Parent company guarantees primarily concern performance bonds that may be for a limited amount and duration or an unlimited
amount. The amount taken into account to measure performance bonds for an unlimited amount is the total value of the contract.
At December 31, 2019, the Group believed that the risk of payout under the guarantees described above was low.

Pledges

Amount of assets Total amount

(€ millions) Type pledged(a) in SOFP(b) Corresponding %(a)/(b)
At December 31, 2019

6
Other current financial assets Pledge 1.1 23.4 4.7%
TOTAL ASSETS PLEDGED 1.1 7,049.1 0.0%
At December 31, 2018
Other current financial assets Pledge 1.1 13.1 8.4%
TOTAL ASSETS PLEDGED 1.1 6,096.3 0.0%

Current financial assets were pledged by the Group for a total carrying amount of €1.1 million at December 31, 2019.
None of the Group’s intangible assets or property, plant and equipment had been pledged at either December 31, 2019 or
December 31, 2018.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 291

6 Financial statements
6.6 Notes to the consolidated financial statements

Note 34 Additional financial instrument disclosures

The table below presents the carrying amount, valuation method and fair value of financial instruments classified in each IFRS 9 category at
the end of each reporting period:

IFRS 9 basis of measurement in SOFP

Fair value
Fair value through profit
(€ millions) Carrying amount Amortized cost through equity or loss Fair value
At December 31, 2019
Financial assets
Other financial assets 141.7 138.9 - 2.8 141.7
Derivative financial instruments 4.4 - 0.6 3.8 4.4
Cash and cash equivalents 1,477.8 - - 1,477.8 1,477.8
Money market funds (SICAV) 431.3 - - 431.3 431.3
Cash and cash equivalents 1,046.5 - - 1,046.5 1,046.5
Financial liabilities
Borrowings and debt 3,287.5 3,287.5 - - 3,379.8
Other financial liabilities 194.9 87.3 107.6 - 194.9
Financial lease liabilities 418.6 418.6 - - 418.6
Derivative financial instruments 4.9 - 3.5 1.4 4.9
At December 31, 2018
Financial assets
Other financial assets 123.0 121.4 - 1.6 123.0
Derivative financial instruments 3.8 - - 3.8 3.8
Cash and cash equivalents 1,046.3 - - 1,046.3 1,046.3
Money market funds (SICAV) 607.5 - - 607.5 607.5
Cash and cash equivalents 438.8 - - 438.8 438.8
Financial liabilities
Borrowings and debt 3,154.8 3,143.1 - 11.7 3,225.7
Other financial liabilities 250.8 132.1 118.7 - 250.8
Financial lease liabilities - - - - -
Derivative financial instruments 11.1 - 6.7 4.4 11.1

With the exception of the items listed below, the Group considers The fair value of exchange derivatives is equal to the difference
the carrying amount of the financial instruments reported on the between the present value of the amount sold or purchased in a
statement of financial position to approximate their fair value. given currency (translated into euros at the futures rate) and the
amount sold or purchased in this same currency (translated into
The fair value of current financial instruments such as SICAV
euros at the closing rate).
mutual funds is their last known net asset value (level 1 in the fair
value hierarchy). The fair value of currency derivatives is determined by discounting
the present value of future cash flows (interest receivable in
The fair value of cash, cash equivalents and bank overdrafts is
pounds sterling and payable in euros, along with the future
their face value in euros or equivalent value in euros translated at
purchase of pounds sterling against euros) over the remaining
the closing exchange rate. Since these assets and liabilities are
term of the instrument at the end of the reporting period. The
very short-term items, the Group considers that their fair value
discount rates used are the market rates that correspond to the
approximates their carrying amount.
maturity of the cash flows. The present value of the cash flows
The fair value of each of the Group’s fixed-rate facilities denominated in pounds sterling is translated into euros at the
(2008 USPP, 2011 USPP, 2014 USPP, 2017 USPP, 2018 USPP, closing exchange rate.
Schuldschein SSD facilities and the five bond issues) is determined
The fair value of exchange derivatives and other currency
based on the present value of future cash flows discounted at the
instruments is calculated using valuation techniques based on
appropriate market rate for the currency concerned (EUR, GBP or
observable market inputs (level 2 of the fair value hierarchy) and
USD) at the end of the reporting period, adjusted to reflect the
generally accepted pricing models.
Group’s own credit risk. The fair value of the Group’s floating-rate
facilities (2018 syndicated loan and certain tranches of the Due to the international scope of its operations, the Group is
Schuldschein SSD facilities) is close to their carrying amount. This exposed to currency risk on its use of several different currencies,
corresponds to level 2 in the fair value hierarchy (fair value based even though hedges arise naturally with the matching of income
on observable market inputs). and expenses in a number of Group entities where services are
provided locally.

292 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.6 Notes to the consolidated financial statements

The nature of the gains and losses arising on each financial instrument category can be analyzed as follows:

Adjustments for
Net gains/
Exchange Accumulated (losses) in Net gains/
(€ millions) Interest Fair value differences impairment 2019 (losses) in 2018
Financial assets carried at amortized
- - (6.0) 2.9 (3.1) 1.3
cost
Financial assets and liabilities at fair
2.1 - (5.1) - (3.0) 5.3
value through profit or loss
Borrowings and financial debt carried
(85.5) - 2.2 - (83.3) (89.5)
at amortized cost
Financial lease liabilities (16.8) - (1.1) - (17.9) -
TOTAL (100.2) - (10.0) 2.9 (107.3) (82.9)

Sensitivity analysis
Operational currency risk
For the Group’s businesses present in local markets, income and ● 11.6% of revenue was generated by entities whose functional
expenses are mainly expressed in local currencies. For the Group’s currency is the Chinese yuan renminbi;
businesses relating to international markets, a portion of revenue
● 4.0% of revenue was generated by entities whose functional
is denominated in US dollars.
currency is the Canadian dollar;
The proportion of 2019 consolidated revenue denominated in USD
● 3.8% of revenue was generated by entities whose functional
generated in countries with different functional currencies or
currency is the Australian dollar;
currencies linked to the USD totaled 8%.
● 3.8% of revenue was generated by entities whose functional
The impact of a 1% rise or fall in the US dollar against all other
currency is the pound sterling;
currencies would have had an impact of 0.08% on consolidated
revenue. ● 3.1% of revenue was generated by entities whose functional
currency is the Brazilian real.
Translation risk Other currencies taken individually did not account for more than
4% of Group revenue.
Since the presentation currency of the financial statements is the
euro, the Group translates any foreign currency income and The impact of a 1% rise or fall in the euro against the US dollar and
expenses into euros when preparing its financial statements, using other linked currencies would have had an impact of 0.194% on
the average exchange rate for the period. As a result, changes in 2019 consolidated revenue and of 0.188% on 2019 operating
the value of the euro against other currencies affect the amounts profit.
reported in the consolidated financial statements, even though
the value of the items concerned remains unchanged in their
original currencies. Financial currency risk
In 2019, over 72% of Group revenue resulted from the If it deems appropriate, the Group may hedge certain
consolidation of financial statements of entities with functional commitments by matching financing costs with operating income
currencies other than the euro: in the currencies concerned.

6
● 19.4% of revenue was generated by entities whose functional When financing arrangements are set up in a currency other than
currency is the US dollar or a currency linked to the US dollar the country’s functional currency, the Group takes out foreign
(including the Hong Kong dollar); exchange or currency hedges for the main currencies or uses
perpetuity financing to protect itself against the impact of
currency risk on its income statement.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 293

6 Financial statements
6.6 Notes to the consolidated financial statements

The table below shows the results of the sensitivity analysis for financial instruments exposed to currency risk on the Group’s main foreign
currencies (euro, US dollar and pound sterling) at December 31, 2019:

Non-functional currency
USD EUR GBP
Financial liabilities (762.1) (88.0) (66.0)
Financial assets 1,082.1 60.9 119.6
Net position (assets – liabilities) before hedging 320.0 (27.1) 53.6
Currency hedging instruments (23.5) - (44.1)
Net position (assets – liabilities) after hedging 296.5 (27.1) 9.5
Impact of a 1% rise in exchange rates
On equity - - 0.3
On net profit before income tax 3.0 (0.3) 0.1
Impact of a 1% fall in exchange rates
On equity - - (0.3)
On net profit before income tax (3.0) 0.3 (0.1)

The Group is exposed to currency risk inherent to financial Interest rate risk
instruments denominated in foreign currencies (i.e., currencies
other than the functional currency of each Group entity). The The Group’s interest rate risk arises primarily from assets and
sensitivity analysis presented above shows the impact that a liabilities bearing interest at floating rates. The Group seeks to
significant change in the value of the euro, US dollar and pound limit its exposure to a rise in interest rates and may use interest
sterling would have on earnings and equity in a non-functional rate instruments where appropriate.
currency. The analysis for the US dollar does not include entities Interest rate exposure is monitored on a monthly basis. The Group
whose functional currency is strongly correlated to the US dollar, continually analyses the level of hedges put in place and ensures
for example Group entities based in Hong Kong. Liabilities that they are appropriate for the underlying exposure. The Group’s
denominated in a currency other than the functional currency of policy at all times is to prevent more than 60% of its consolidated
the entity, for which a hedge has been taken out converting the net debt being exposed to the risk of a rise in interest rates. The
liability to the functional currency, have not been included in the Group may therefore enter into other swaps, collars or similar
analysis. The impact of a 1% change in exchange rates on hedges instruments for this purpose. No financial instruments are
is shown in the table above. contracted for speculative purposes. At December 31, 2019, the
Financial instruments denominated in foreign currencies that are Group had no interest rate hedges.
included in the sensitivity analysis relate to key monetary
statement of financial position items and in particular, current and
non-current financial assets, trade and operating receivables, cash
and cash equivalents, current and non-current borrowings and
financial debt, current liabilities, and trade payables.

294 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.6 Notes to the consolidated financial statements

The table below shows the maturity of fixed- and floating-rate financial assets and liabilities at December 31, 2019:

Between Total at
(€ millions) Less than 1 year 1 and 5 years More than 5 years December 31, 2019
Fixed-rate bank borrowings and debt (301.6) (1,170.0) (1,692.5) (3,164.1)
Floating-rate bank borrowings and debt (55.4) (56.2) - (111.6)
Bank overdrafts (12.0) - - (12.0)
Total – Financial liabilities (369.0) (1,226.2) (1,692.5) (3,287.7)
Total – Financial assets 1,477.8 1,477.8
Floating-rate net position (assets – liabilities) before
1,410.4 (56.2) - 1,354.2
hedging
Interest rate hedges - - - -
Floating-rate net position (assets – liabilities)
1,410.4 (56.2) - 1,354.2
after hedging
Impact of a 1% rise in interest rates
On equity
On net profit before income tax 13.5
Impact of a 1% fall in interest rates
On equity
On net profit before income tax (13.5)

At December 31, 2019, given the net floating-rate position after Debt maturing after five years, representing a total amount of
hedging, the Group considers that a 1% rise in short-term interest €1,692.5 million, is essentially at fixed rates. At
rates across all currencies would lead to an increase of around December 31, 2019, 96% of the Group’s consolidated gross debt
€13.5 million in interest income. was at fixed rates.

Note 35 Related-party transactions

Parties related to the Company are its majority shareholder Wendel, as well as the Chairman of the Board of Directors and the Chief
Executive Officer (Corporate Officers of the Company).
The compensation due or awarded to the Chairman of the Board comprises fixed compensation and Directors’ fees, and excludes any and
all types of variable compensation, benefits in-kind, stock options and performance shares.
Amounts recognized with respect to compensation paid (fixed and variable portions) and long-term compensation plans (stock purchase
options and performance share awards) are as follows:

(€ millions) 2019 2018

Wages and salaries 2.2 2.2
Stock options 0.4 0.3
Performance shares awarded 2.1 1.5

6
TOTAL EXPENSE RECOGNIZED FOR THE YEAR 4.7 4.0

The amounts in the above table reflect the fair value for The Chief Executive Officer was awarded a total of 720,000 stock
accounting purposes of options and shares in accordance with purchase options at December 31, 2019 (516,000 at
IFRS. Consequently, they do not represent the actual amounts December 31, 2018), with a fair value per share of €2.25
that may be paid if any stock subscription options are exercised or (end-2018: €2.23).
any performance shares vest. Stock options and performance
The number of performance shares awarded to the Chief
shares require a minimum period of service and are also subject to
Executive Officer amounted to 960,000 at December 31, 2019
a number of performance conditions.
(892,000 at December 31, 2018).
Shares are measured at fair value as calculated under the
Black-Scholes model rather than based on the compensation
effectively received. The performance share awards require a
minimum period of service and are also subject to a number of
performance conditions.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 295

6 Financial statements
6.6 Notes to the consolidated financial statements

Note 36 Fees paid to Statutory Auditors

The following amounts were expensed in the Group’s 2019 income statement:

2019 2018
(€ millions) PwC EY Total PwC EY Total
Statutory audit 2.5 2.0 4.5 2.5 1.9 4.4
o/w issuer 0.4 0.4 0.8 0.4 0.4 0.8
o/w fully consolidated subsidiaries 2.1 1.6 3.7 2.1 1.5 3.6
Services other than the statutory audit(a) 0.2 0.2 0.4 0.5 0.2 0.7
o/w issuer 0.2 0.2 0.4 0.2 0.1 0.3
o/w fully consolidated subsidiaries - - - 0.3 0.1 0.4
Other services provided by members of the
auditors’ networks to fully consolidated 0.4 0.5 0.9 0.6 0.3 0.9
subsidiaries(a)
o/w tax, legal and employee-related
0.4 0.5 0.9 0.6 0.3 0.9
services
TOTAL 3.1 2.7 5.8 3.6 2.4 6.0
(a) For 2019, services provided to the Group – other than the audit of the financial statements – related to:
● for PricewaterhouseCoopers Audit: consulting, reports and agreed-upon procedures;

● for Ernst & Young: legal compliance, reports and agreed-upon procedures.

Note 37 Events after the end of the reporting period

Dividends paid
The resolutions to be submitted for approval at the Annual Shareholders’ Meeting to be held to approve the financial statements for the
year ended December 31, 2019 recommend a dividend of €0.56 per share in respect of 2019.

Impact on the business due to Covid-19

Bureau Veritas is closely monitoring the economic inactivity associated with the Covid-19 outbreak. It is having a direct impact on the
Group’s operations, primarily in China (17% of Group revenue, 16,461 employees as of December 31, 2019), and potentially elsewhere.
Both the Group’s testing-driven consumer goods activities and audit and inspections activities are affected.
The Covid-19 outbreak has no impact on the Group’s accounting and financial position as of December 31, 2019 as presented in this
Universal Registration Document.
In the current circumstances(1), the impact on revenue is expected to be in the range of €60 million to €100 million.
The Group is carefully monitoring the situation and has taken the appropriate actions to protect its people.

(1) As at February 26, 2020, date of approval of the consolidated financial statements by the Board of Directors.

296 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.6 Notes to the consolidated financial statements

Note 38 Scope of consolidation

Fully consolidated companies at December 31, 2019

Type: Subsidiary (S); Bureau Veritas SA branch (B).

% interest
Country Company Type 2019 2018
Algeria Bureau Veritas Algérie SARL S 100.00 100.00
Angola Bureau Veritas Angola Limitada S 100.00 100.00
Argentina Bureau Veritas Argentina SA S 100.00 100.00
Argentina Net Connection International SRL S 100.00 100.00
Argentina CH International Argentina SRL S 100.00 100.00
Armenia BIVAC Armenia S 100.00 100.00
Australia McKenzie Group Consulting (NSW) Pty Ltd. S 64.70 64.70
Australia McKenzie Group Consulting (QLD) Pty Ltd. S 64.70 64.70
Australia McKenzie Group Consulting (VIC) Pty Ltd. S 64.70 64.70
Australia Bureau Veritas Australia Pty Ltd. S 100.00 100.00
Australia Bureau Veritas Asset Integrity & Reliability Services Australia Pty Ltd. S 100.00 100.00
Australia Bureau Veritas Asset Integrity & Reliability Services Pty Ltd. S 100.00 100.00
Australia Bureau Veritas International Trade Pty Ltd. S 100.00 100.00
Australia Bureau Veritas Minerals Pty Ltd. S 100.00 100.00
Australia MatthewsDaniel Int. (Australia) Pty S 100.00 100.00
Australia TMC Marine Pty Ltd. S 100.00 100.00
Australia Bureau Veritas AsureQuality Finance Pty Ltd S 51.00 51.00
Australia Bureau Veritas AsureQuality Holding Pty Ltd S 51.00 51.00
Australia Dairy Technical Services Pty Ltd. S 51.00 51.00
Australia McKenzie Group Consulting Pty Ltd. S 64.70 64.70
Austria Bureau Veritas Austria GmbH S 100.00 100.00
Azerbaijan Bureau Veritas Azeri Ltd Liability Company S 100.00 100.00
Bahamas Inspectorate Bahamas Ltd. S 100.00 100.00
Bahrain Bureau Veritas Training Center S 100.00
Bahrain Bureau Veritas SA – Bahrain B 100.00 100.00
Bangladesh BIVAC Bangladesh S 100.00 100.00
Bangladesh Bureau Veritas CPS Bangladesh Ltd. S 100.00 100.00
Bangladesh Bureau Veritas Bangladesh Private Ltd. S 100.00 100.00
Bangladesh Bureau Veritas CPS Chittagong Ltd. S 99.80 99.80
Belarus Bureau Veritas Bel Ltd FLLC S 100.00 100.00
Belgium Bureau Veritas Certification Belgium S 100.00 100.00
Belgium Association Bureau Veritas ASBL S 100.00 100.00
Belgium Bureau Veritas Marine Belgium & Luxembourg SA S 100.00 100.00
Belgium Inspectorate Ghent NV S 100.00 100.00

6
Belgium Inspectorate Antwerp NV S 100.00 100.00
Belgium Unicar Benelux SPRL S 100.00 100.00
Belgium SA Euroclass NV S 100.00 100.00
Belgium Schutter Belgium BVBA S 100.00 100.00
Belgium Bureau Veritas SA – Belgium B 100.00 100.00
Bermuda MatthewsDaniel Services (Bermuda) Ltd. S 100.00 100.00
Bermuda MatthewsDaniel Holdings (Bermuda) Ltd. S 100.00 100.00
Bolivia Bureau Veritas Fiscalizadora Boliviana SRL S 100.00 100.00
Bolivia Bureau Veritas Argentina SA Bolivia branch S 100.00 100.00
Bosnia Bureau Veritas BH d.o.o. Sarajevo S 100.00 100.00
Brazil Bureau Veritas do Brasil Sociedade Classificadora e Certificadora Ltda S 100.00 100.00
Brazil BVQI do Brasil Sociedade Certificadora Ltda S 100.00 100.00
Brazil Auto Reg Serviços Técnicos de Seguros Ltda S 100.00 100.00
Brazil Bureau Veritas Do Brasil Inspeçoes Ltda S 100.00 100.00
Brazil MatthewsDaniel do Brasil Avaliaçao de Riscos Ltda S 100.00 100.00
Brazil NCC Certificaçoes do Brazil Ltda S 100.00 100.00
Brazil Ch International do Brazil Ltda S 100.00 100.00
Brazil Associação NCC Certificações do Brasil S 100.00 100.00
Brazil Kuhlmann Monitoramente Agricola Ltda S 100.00 100.00
Brazil Schutter do Brazil Ltda S 100.00 100.00

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 297

6 Financial statements
6.6 Notes to the consolidated financial statements

% interest
Country Company Type 2019 2018
Brunei Bureau Veritas SA – Brunei B 100.00 100.00
Bulgaria Bureau Veritas Bulgaria Ltd S 100.00 100.00
Burkina Faso Bureau Veritas Burkina Faso Ltd. S 100.00 100.00
Cambodia Bureau Veritas (Cambodia) Ltd. S 100.00 100.00
Cameroon Bureau Veritas Douala SAU S 100.00 100.00
Canada Bureau Veritas Marine Canada Inc. S 100.00 100.00
Canada Bureau Veritas Certification Canada Inc. S 100.00 100.00
Canada Bureau Veritas Canada (2019) Inc. S 100.00 100.00
Canada Bureau Veritas Commodities Canada Ltd. S 100.00 100.00
Canada MatthewsDaniel International (Canada) Ltd. S 100.00 100.00
Canada MatthewsDaniel International (Newfoundland) Ltd. S 100.00 100.00
Central African Republic BIVAC Export RCA SARL (Central African Republic branch) S 100.00 100.00
Central African Republic BIVAC Export RCA SARL S 100.00 100.00
Chad Bureau Veritas Tchad SAU S 100.00 100.00
Chad BIVAC Tchad SA S 100.00 100.00
Chad Société d’inspection et d’Analyse du Tchad (SIAT SA/CA) S 51.00 51.00
Chile Bureau Veritas Chile SA S 100.00 100.00
Chile Bureau Veritas do Brasil Soc Classificadora e Certicadora, Agencia en Chile (Chile
S 100.00 100.00
branch)
Chile Bureau Veritas Certification Chile SA S 100.00 100.00
Chile Bureau Veritas Chile Capacitacion Ltd. S 100.00 100.00
Chile ECA Control y Asesoramiento SA S 100.00 100.00
Chile Centro de Estudios Medicion y Certificacion de Calidad Cesmec SA S 100.00 100.00
Chile Inspectorate Servicios de Inspeccion Chile Ltda S 100.00 100.00
China Shandong Cigna Detection Technology Co., Ltd. S 70.00 70.00
China Bureau Veritas Hong Kong Ltd. S 100.00 100.00
China Bureau Veritas Solutions Marine & Offshore Co. Ltd. S 100.00
China Changsha Total-Test Technology Co. Ltd. S 75.00
China Shenzhen Total-Test Technology Co. Ltd. S 75.00
China Bureau Veritas Investment (Shanghai) Co. Ltd. S 100.00 100.00
China Bureau Veritas CPS Shanghai Co. Ltd. S 85.00 85.00
China Bureau Veritas LCIE China Company Ltd. S 100.00 100.00
China Bureau Veritas Certification Hong Kong Ltd. S 100.00 100.00
China Bureau Veritas Certification Beijing Co. Ltd. S 100.00 100.00
China BIVAC Asian Cre (Shanghaï) Inspection Co. Ltd. S 100.00 100.00
China Bureau Veritas CPS Hong-Kong Ltd. S 100.00 100.00
China Bureau Veritas Solutions Marine & Offshore Ltd. S 100.00 100.00
China Bureau Veritas CPS Guangzhou Co. Ltd. S 100.00 100.00
China Bureau Veritas (Tianjin) Safety Technology Co. Ltd. S 100.00 100.00
China Bureau Veritas Shenzhen Co. Ltd. S 80.00 80.00
China Bureau Veritas-Fairweather Inspection & Consultants Co. Ltd. S 100.00 100.00
China Bureau Veritas Marine China Co. Ltd S 100.00 100.00
China ADT (Shanghai) Corporation S 100.00 100.00
China Bureau Veritas Quality Services Shanghai Co. Ltd. S 100.00 100.00
China Inspectorate (Shanghai) Ltd. JV China S 85.00 85.00
China Bureau Veritas 7 Layers Communications Technology (Shenzen) Co. Ltd. S 100.00 100.00
China Bureau Veritas CPS Jiangsu Co. Ltd. S 51.00 51.00
China Beijing Huaxia Supervision Co. Ltd. S 97.00 97.00
China Shanghai Davis Testing Technology Ltd. S 100.00 100.00
China Beijing 7Layers Huarui Communications Technology Co. Ltd. S 51.00 50.00
China Zhejiang Bureau Veritas CPS Shenyue Co. Ltd. S 51.00 51.00
China Bureau Veritas CPS (Shenou) Zhejiang Co. Ltd. S 51.00 51.00
China MatthewsDaniel Offshore (Hong Kong) Ltd. S 100.00 100.00
China Shanghai TJU Engineering Service Co. Ltd. S 95.00 70.00
China Shandong Chengxin Engineering Consulting & Jianli Co. Ltd. S 97.00 70.00
China Ningbo Hengxin Engineering Testing Co. Ltd. S 95.80 95.80
China Beijing Huali Bureau Veritas Technical Service Co. Ltd. S 60.00 60.00
China Centre of Testing Service (Ningbo) Co. Ltd. S 100.00 100.00
China Bureau Veritas-CQC Testing Technology Co. Ltd. S 60.00 60.00
China Chongqing Liansheng Construction Project Management Co. Ltd. S 80.00 80.00
China Chongqing Liansheng Seine Cost Consulting Co. Ltd. S 80.00 80.00

298 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.6 Notes to the consolidated financial statements

% interest
Country Company Type 2019 2018
China Wuhu Liansheng Construction Project Management Co. Ltd. S 80.00 80.00
China Hangzhou VEO Standards Technical Services Co. Ltd. S 100.00 100.00
China Bizheng Engineering Technical Consulting (Shanghai) Co. Ltd. S 100.00 100.00
China Bureau Veritas Commodities (Hebei) Co. Ltd. S 67.00 67.00
China Shanghai Project Management Co., Ltd. S 68.00 68.00
China SIEMIC (Shenzhen-China) InfoTech Ltd. S 100.00 100.00
China SIEMIC (Nanjing-China) Infotech Ltd. S 100.00 100.00
China Smart Car Testing and Certification Co. S 60.00 60.00
China ICTK Shenzhen Co. Ltd. S 55.00 55.00
Colombia Bureau Veritas Colombia Ltda S 100.00 100.00
Colombia BVQI Colombia Ltda S 100.00 100.00
Colombia ECA Interventorias Y Consultorias de Colombia Ltd. S 100.00 100.00
Colombia Tecnicontrol SAS S 100.00 100.00
Colombia PRI Colombia SAS S 100.00 100.00
Congo Bureau Veritas Congo SAU S 100.00 100.00
Côte d’Ivoire Bureau Veritas Côte d’Ivoire SAU S 100.00 100.00
Côte d’Ivoire BIVAC Scan Côte d’Ivoire SA S 61.99 61.99
Côte d’Ivoire BIVAC Côte d’Ivoire CI SAU S 100.00 100.00
Côte d’Ivoire Bureau Veritas Mineral Laboratories SAU S 100.00 100.00
Croatia Bureau Veritas Croatia SARL S 100.00 100.00
Croatia Bureau Veritas Solutions Marine & Offshore d.o.o. S 100.00 100.00
Croatia Inspectorate Croatia Ltd. S 100.00 100.00
Cuba Bureau Veritas SA – Cuba B 100.00 100.00
Cyprus Bureau Veritas Cyprus Ltd. S 100.00 100.00
Czech Republic Bureau Veritas Certification CZ, s.r.o. S 100.00 100.00
Democratic Republic of Congo BIVAC République Démocratique du Congo SARL S 100.00 100.00
Democratic Republic of Congo Bureau Veritas BIVAC BV S 100.00 100.00
Democratic Republic of Congo Société d’Exploitation du Guichet Unique du Commerce Extérieur de la RDC S 70.00 70.00
Denmark Bureau Veritas Certification Denmark AS S 100.00 100.00
Denmark Bureau Veritas HSE Denmark AS S 100.00 100.00
Denmark Bureau Veritas SA – Denmark B 100.00 100.00
Dominican Republic Inspectorate Dominicana SA S 100.00 100.00
Dominican Republic ACME Analytical Laboratories (R.D.) SRL S 100.00 100.00
Ecuador BIVAC Ecuador SA S 100.00 100.00
Ecuador Bureau Veritas Ecuador SA S 100.00 100.00
Ecuador Inspectorate del Ecuador SA S 100.00 100.00
Ecuador Andes Control Ecuador SA Ancoesa S 100.00 100.00
Egypt Bureau Veritas Egypt LLC S 100.00 100.00
Egypt Watson Gray Egypt Ltd. (UK branch) S 100.00 100.00
Egypt MatthewsDaniel Int. (Egypt) Ltd. S 100.00 100.00
Equatorial Guinea Bureau Veritas SA – Equatorial Guinea B 100.00 100.00
Estonia Bureau Veritas Estonia S 100.00 100.00

6
Estonia Inspectorate Estonia AS S 100.00 100.00
Ethiopia Bureau Veritas Services PLC S 100.00 100.00
Finland Bureau Veritas SA – Finland B 100.00 100.00
France Bureau Veritas CPS France SAS S 100.00 100.00
France BIVAC International SA S 100.00 100.00
France Bureau Veritas Certification France SAS S 100.00 100.00
France Bureau Veritas Certification Holding SAS S 100.00 100.00
France Bureau Veritas International SAS S 100.00 100.00
France Bureau Veritas Services France S 100.00 100.00
France Capital Energy S 100.00
France Bureau Veritas Services SAS S 100.00 100.00
France Bureau Veritas Solutions Marine & Offshore SAS S 100.00 100.00
France Laboratoire Central des Industries Électriques SAS (LCIE) S 100.00 100.00
France Bureau Veritas Middle East SAS S 100.00 100.00
France Bureau Veritas Holding 6 S 100.00 100.00
France Bureau Veritas Holding 7 S 100.00 100.00
France Bureau Veritas Holding 8 S 100.00 100.00
France Environnement Contrôle Services SAS S 100.00 100.00
France Bureau Veritas Solutions S 100.00 100.00

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 299

6 Financial statements
6.6 Notes to the consolidated financial statements

% interest
Country Company Type 2019 2018
France Coreste SAS S 99.60 99.60
France Bureau Veritas Laboratoires S 100.00 100.00
France Transcable Halec SAS S 100.00 100.00
France GUCEL SAS S 90.00 90.00
France BIVAC Mali SAS S 100.00 100.00
France Océanic Développement SAS S 100.00 100.00
France MEDI Qual SAS S 100.00 100.00
France Unicar Group SAS S 100.00 100.00
France Bureau Veritas Construction S 100.00 100.00
France Bureau Veritas Exploitation S 100.00 100.00
France Bureau Veritas Marine & Offshore SAS S 100.00 100.00
France Bureau Veritas GSIT S 100.00 100.00
France Bureau Veritas Holding 4 S 100.00 100.00
France Bureau Veritas Holding France S 100.00 100.00
French Polynesia Bureau Veritas SA – Tahiti B 100.00 100.00
Gabon Bureau Veritas Gabon SAU S 100.00 100.00
Georgia Inspectorate Georgia LLC S 100.00 100.00
Georgia Bureau Veritas Georgie LLC S 100.00 100.00
Germany Bureau Veritas Certification Germany GmbH S 100.00 100.00
Germany Bureau Veritas CPS Germany GmbH S 100.00 100.00
Germany Bureau Veritas Construction Services GmbH S 100.00 100.00
Germany Bureau Veritas Germany Holding GmbH S 100.00 100.00
Germany Bureau Veritas Industry Services GmbH S 100.00 100.00
Germany Inspectorate Deutschland GmbH S 100.00 100.00
Germany Bureau Veritas Solutions Marine & Offshore SAS (German branch) S 100.00 100.00
Germany Unicar Germany GmbH S 100.00 100.00
Germany 7 Layers GmbH S 100.00 100.00
Germany BT Mülheim GmbH S 100.00 100.00
Germany Schutter Deutschland GmbH S 100.00 100.00
Germany Wireless IP GmbH S 100.00 100.00
Germany Bureau Veritas SA – Germany B 100.00 100.00
Ghana Bureau Veritas Oil and Gas Ghana Limited S 80.00 80.00
Ghana BIVAC International Ghana S 100.00 100.00
Ghana Bureau Veritas Ghana S 100.00 100.00
Ghana Inspectorate Ghana Ltd. S 100.00 100.00
Greece Bureau Veritas Solutions Marine & Offshore (Greek branch) S 100.00
Greece Bureau Veritas Hellas AE S 100.00 100.00
Guatemala Bureau Veritas CPS Guatemala SA S 100.00 100.00
Guinea BIVAC Guinea SAU S 100.00 100.00
Guinea Bureau Veritas Guinea SAU S 100.00 100.00
Guyana Bureau Veritas Minerals (Guyana) Inc. S 100.00 100.00
Hungary Bureau Veritas Magyarorszag S 100.00 100.00
Iceland Bureau Veritas EHF S 100.00 100.00
India Bureau Veritas Industrial Services Ltd. S 100.00 100.00
India Bureau Veritas CPS India Pvt Ltd. S 100.00 100.00
India Bureau Veritas India Pvt Ltd. S 100.00 100.00
India Inspectorate Griffith India Pvt Ltd. S 100.00 100.00
India Bhagavathi Ana Labs Private Ltd. S 100.00 100.00
India Sievert India Pvt Ltd. S 100.00 100.00
India Bureau Veritas SA – India B 100.00 100.00
Indonesia PT. Matthews Daniel International Indonesia S 80.00 80.00
Indonesia PT Bureau Veritas AsureQuality Indonesia Lab S 51.00 51.00
Indonesia PT Bureau Veritas Indonesia LLC S 100.00 100.00
Indonesia PT Bureau Veritas CPS Indonesia S 85.00 85.00
Indonesia PT IOL Indonesia S 100.00 100.00
Iran Inspectorate Iran QESHM Ltd. S 99.00 99.00
Iran Bureau Veritas SA – Iran B 100.00 100.00
Iraq Bureau Veritas Middle East (Iraq Branch) S 100.00
Iraq Tariq Al Sedak S 100.00 100.00
Ireland Bureau Veritas Ireland Ltd. S 100.00 100.00
Ireland Primary Integration Solutions Europe Ltd. S 76.21 76.21

300 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.6 Notes to the consolidated financial statements

% interest
Country Company Type 2019 2018
Italy Bureau Veritas Italia SPA S 100.00 100.00
Italy Bureau Veritas Italia Holding SPA S 100.00 100.00
Italy Bureau Veritas Solutions Marine & Offshore Italy (Italy branch) S 100.00 100.00
Italy Q Certificazioni SRL S 100.00
Italy Bureau Veritas Nexta SRL S 100.00 100.00
Italy Inspectorate Italia SRL S 100.00 100.00
Italy Bureau Veritas Certest SRL S 100.00 100.00
Italy CEPAS S.R.L S 100.00 100.00
Jamaica Inspectorate America Corporation (Jamaica branch) S 100.00 100.00
Japan FEAC Co. Ltd. S 100.00 100.00
Japan Bureau Veritas Japan Co. Ltd. S 100.00 100.00
Japan Bureau Veritas Human Tech Co. Ltd. S 100.00 100.00
Japan Kanagawa Building Inspection Co. Ltd. S 100.00 100.00
Japan IPS Tokai Corporation S 100.00 100.00
Jordan BIVAC for Valuation Jordan LLC S 100.00 100.00
Kazakhstan Bureau Veritas Kazakhstan LLP S 100.00 100.00
Kazakhstan Bureau Veritas Kazakhstan Industrial Services LLP S 60.00 60.00
Kazakhstan Kazinspectorate Ltd. S 100.00 100.00
Kazakhstan Bureau Veritas Marine Kazakhstan LLP S 100.00 100.00
Kenya Bureau Veritas Kenya Limited S 99.90 99.90
Kuwait Inspectorate International Ltd. Kuwait S 100.00 100.00
Kuwait Bureau Veritas SA – Kuwait B 100.00 100.00
Kyrgyzstan Bureau Veritas Kyrgyzstan (Rep Office BV KZ) S 100.00 100.00
Laos BIVAC LAO Sole Co. Ltd. S 100.00 100.00
Laos Lao National Single Window S 75.00 75.00
Latvia Bureau Veritas Latvia Ltd. S 100.00 100.00
Latvia Inspectorate Latvia Ltd. S 100.00 100.00
Lebanon Bureau Veritas Liban SAL S 100.00 100.00
Lebanon BIVAC Rotterdam (Lebanon branch) S 100.00 100.00
Liberia BIVAC Liberia S 100.00 100.00
Liberia Bureau Veritas Liberia Ltd. S 100.00 100.00
Libya Bureau Veritas Lybia for Inspection & Conformity S 51.00 51.00
Lithuania Bureau Veritas Lithuania Ltd. S 100.00 100.00
Lithuania Inspectorate Klaipeda UAB S 100.00 100.00
Luxembourg Soprefira SA S 100.00 100.00
Luxembourg Bureau Veritas Luxembourg SA S 100.00 100.00
Malaysia Permulab Sdn Bhd S 35.70 35.70
Malaysia Bureau Veritas (M) Sdn Bhd S 49.00 49.00
Malaysia Bureau Veritas Certification Malaysia Ltd. S 100.00 100.00
Malaysia Bureau Veritas CPS Sdn Bhd S 100.00 100.00
Malaysia Inspectorate Malaysia Sdn Bhd S 49.00 49.00
Malaysia Scientige Sdn Bhd S 100.00 100.00

6
Malaysia MatthewsDaniel (Malaysia) Sdn Bhd S 100.00 100.00
Malaysia Schutter Malaysia Sdn Bhd S 100.00 100.00
Mali Bureau Veritas Mali SA S 100.00 100.00
Malta Inspectorate Malta Ltd. S 100.00 100.00
Malta Bureau Veritas SA – Malta B 100.00 100.00
Mauritania Bureau Veritas SA – Mauritania B 100.00 100.00
Mauritius Bureau Veritas SA – Mauritius B 100.00 100.00
Mexico GS COVI SA DE CV S 75.00 75.00
Mexico BVQI Mexicana SA de CV S 100.00 100.00
Mexico Bureau Veritas Mexicana SA de CV S 100.00 100.00
Mexico Bureau Veritas CPS Mexico SA de CV S 100.00 100.00
Mexico Inspectorate de Mexico SA de CV S 100.00 100.00
Mexico Chas Martin Mexico City Inc. S 100.00 100.00
Mexico Unicar Automotive Inspection Mexico LLC S 100.00 100.00
Mexico MatthewsDaniel Company Inc. (Mexico Branch) S 100.00 100.00
Mexico CH Mexico International I sociedad de responsabilidad Limitada de CV S 100.00 100.00
Mexico Ingeniería, Control y Administración, SA de CV (INCA) S 100.00 100.00
Mexico Supervisores de Construccion y Asociados, SA De CV S 100.00 100.00
Monaco Bureau Veritas Monaco SAM AU S 100.00 100.00

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 301

6 Financial statements
6.6 Notes to the consolidated financial statements

% interest
Country Company Type 2019 2018
Mongolia Bureau Veritas Inspection & Testing Mongolia LLC S 100.00 100.00
Morocco Qualimag S 51.55 51.55
Morocco Labomag S 51.00 51.00
Morocco Bureau Veritas Maroc SA S 100.00 100.00
Morocco Bureau Veritas SA – Morocco B 100.00 100.00
Mozambique Bureau Veritas Mozambique Ltda S 100.00 100.00
Mozambique Bureau Veritas – Laboratorios de Tete Ltd. S 66.66 66.66
Myanmar Myanmar Bureau Veritas Ltd. S 100.00 100.00
Namibia Bureau Veritas Namibie Pty Ltd. S 100.00 100.00
Netherlands BIVAC Rotterdam S 100.00 100.00
Netherlands Bureau Veritas Inspection & Certification The Netherlands BV S 100.00 100.00
Netherlands Risk Control BV S 100.00 100.00
Netherlands Bureau Veritas Marine Netherlands BV S 100.00 100.00
Netherlands Bureau Veritas Nederland Holding S 100.00 100.00
Netherlands Inspectorate BV S 100.00 100.00
Netherlands Inspectorate II BV S 100.00 100.00
Netherlands IOL Investments BV S 100.00 100.00
Netherlands Inspectorate Inpechem Inspectors BV S 100.00 100.00
Netherlands Inspectorate Curaçao NV S 100.00 100.00
Netherlands Certificatie Instelling Voor Beveiliging en Veiligheid BV S 100.00 100.00
Netherlands Schutter Certification BV S 100.00 100.00
Netherlands Schutter Groep BV S 100.00 100.00
Netherlands Schutter Havenbedrijg BV S 100.00 100.00
Netherlands Schutter International BV S 100.00 100.00
Netherlands Schutter Rotterdam BV S 100.00 100.00
New Caledonia Bureau Veritas SA – New Caledonia B 100.00 100.00
New Zealand Bureau Veritas New Zealand Ltd. S 100.00 100.00
Nicaragua Inspectorate America Corporation – Nicaragua S 100.00 100.00
Nigeria Bureau Veritas Nigeria Ltd. S 60.00 60.00
Nigeria Inspectorate Marine Services (Nigeria) Ltd. S 100.00 100.00
Norway Bureau Veritas Norway AS S 100.00 100.00
Oman Sievert Technical Inspection LLC S 70.00 70.00
Oman Bureau Veritas Middle East Co. LLC S 70.00 70.00
Pakistan Bureau Veritas Pakistan (Private) Ltd. S 100.00 100.00
Pakistan Bureau Veritas CPS Pakistan Ltd. S 80.00 80.00
Panama Bureau Veritas Panama SA S 100.00 100.00
Panama Inspectorate de Panama SA S 100.00 100.00
Paraguay BIVAC Paraguay SA S 100.00 100.00
Paraguay Inspectorate Paraguay SRL S 100.00 100.00
Paraguay Schutter Paraguay SA S 100.00 100.00
Peru BIVAC del Peru SAC S 100.00 100.00
Peru Bureau Veritas del Peru SA S 100.00 100.00
Peru Inspectorate Services Peru SAC S 100.00 100.00
Philippines BVCPS Philippines S 100.00 100.00
Philippines Inspectorate UK International Ltd. (Philippines branch) S 100.00 100.00
Philippines Inspectorate Philippines Corporation S 80.00 80.00
Philippines Schutter Philippines Inc. S 100.00 100.00
Philippines Bureau Veritas SA – Philippines B 100.00 100.00
Poland Bureau Veritas Polska Spolka Spolka z ograniczona odpowiedzialnioscia S 100.00 100.00
Portugal Bureau Veritas Certification Portugal SARL S 100.00 100.00
Portugal Registro International Naval – Rinave SA S 100.00 100.00
Portugal Bureau Veritas Rinave Sociedade Unipessoal Lda S 100.00 100.00
Portugal BIVAC Iberica Unipessoal, Lda S 100.00 100.00
Portugal Inspectorate Portugal SA S 100.00 100.00
Puerto Rico Inspectorate America Corporation Puerto Rico S 100.00 100.00
Qatar Bureau Veritas Certification WLL S 100.00
Qatar Inspectorate International Ltd. Qatar LLC S 97.00 97.00
Qatar Sievert International Inspection WLL S 100.00 100.00
Qatar Bureau Veritas International Doha LLC S 100.00 100.00
Qatar Bureau Veritas SA – Qatar B 100.00 100.00
Romania Bureau Veritas Romania Controle International SRL S 100.00 100.00

302 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.6 Notes to the consolidated financial statements

% interest
Country Company Type 2019 2018
Romania Inspect Balkan SRL S 100.00 100.00
Russia Bureau Veritas Rus OAO B 100.00 100.00
Russia Bureau Veritas Certification Russia S 100.00 100.00
Russia Unicar Russia LLC S 100.00 100.00
Russia LLC MatthewsDaniel International (Rus) S 100.00 100.00
Rwanda Bureau Veritas Rwanda Ltd. S 100.00 100.00
Saint Lucia Inspectorate America Corporation (St Lucia branch) S 100.00 100.00
Saudi Arabia Bureau Veritas Saudi Arabia Testing Services Ltd. S 75.00 75.00
Saudi Arabia Inspectorate International Saudi Arabia Co. Ltd. S 65.00 65.00
Saudi Arabia MatthewsDaniel Loss Adjusting and Survey Company Ltd. S 100.00 100.00
Saudi Arabia Sievert Arabia Co Ltd. S 100.00 100.00
Saudi Arabia Bureau Veritas SA – Saudi Arabia B 100.00 100.00
Senegal Bureau Veritas Sénégal SAU S 100.00 100.00
Serbia Bureau Veritas Serbia d.o.o. S 100.00 100.00
Singapore Bureau Veritas Solutions Marine and Offshore SAS (Singapore branch) S 100.00 100.00
Singapore AsureQuality Singapore Pte Ltd S 51.00 51.00
Singapore Bureau Veritas Singapore Pte Ltd. S 100.00 100.00
Singapore Bureau Veritas Marine Singapore Pte Ltd. S 100.00 100.00
Singapore Atomic Technologies Pte Ltd. S 100.00 100.00
Singapore Inspectorate (Singapore) Pte Ltd. S 100.00 100.00
Singapore MatthewsDaniel International Pte Ltd S 100.00 100.00
Singapore Bureau Veritas AsureQuality Singapore Holdings Pte Ltd. S 51.00 51.00
Singapore Bureau Veritas Buildings & Infrastructure Pte Ltd S 100.00 100.00
Singapore TMC Marine Pte Ltd. S 100.00 100.00
Singapore Schutter Inspection Services Pte Ltd. S 100.00 100.00
Slovakia Bureau Veritas Slovakia Spol S 100.00 100.00
Slovenia Bureau Veritas Slovenia d.o.o. S 100.00 100.00
South Africa Bureau Veritas South Africa (Pty) Ltd. S 76.00 76.00
South Africa Bureau Veritas Testing and Inspections South Africa (Pty) Ltd. S 100.00 100.00
South Africa Bureau Veritas Inspectorate Laboratories (Pty) Ltd. S 73.30 73.30
South Africa Bureau Veritas Marine Surveying (Pty) Ltd. S 37.38 37.38
South Africa M&L Laboratory Services (Pty) Ltd. S 73.30 73.30
South Africa Bureau Veritas Gazelle (Pty) Ltd. S 70.00 70.00
South Africa Tekniva (Pty) Ltd. S 76.00 76.00
South Africa Carab Technologies (Pty) Ltd. S 76.00 76.00
South Korea Bureau Veritas Korea Co. Ltd. S 100.00 100.00
South Korea Bureau Veritas CPS Korea Ltd. S 100.00 100.00
South Korea Bureau Veritas CPS ADT Korea Ltd. S 100.00 100.00
South Korea Bureau Veritas ICTK Co., Ltd S 55.00 55.00
South Korea Bureau Veritas SA – South Korea B 100.00 100.00
Spain Bureau Veritas Iberia SL S 100.00 100.00
Spain Lubrication Management SLU S 100.00 100.00

6
Spain Bureau Veritas Inversiones SL S 100.00 100.00
Spain Bureau Veritas Inspeccion y Testing SL S 100.00 100.00
Spain Bureau Veritas Formacion SAU S 95.00 95.00
Spain Activa, Innovación Y Servicios, SAU S 100.00 100.00
Spain Instituto De La Calidad, SAU S 100.00 100.00
Spain Inspectorate Española SAU S 100.00 100.00
Spain Unicar Spain SRL S 100.00 100.00
Sri Lanka Bureau Veritas CPS Lanka (Pvt) Ltd. S 100.00 100.00
Sri Lanka Bureau Veritas Lanka Private Ltd S 100.00 100.00
Sweden Bureau Veritas Certification Sverige AB Ltd. S 100.00 100.00
Sweden Bureau Veritas SA – Sweden S 100.00 100.00
Switzerland Bureau Veritas Switzerland AG B 100.00 100.00
Switzerland Inspectorate Suisse SA S 100.00 100.00
Syria BIVAC Rotterdam (Syria branch) S 100.00 100.00
Taiwan Bureau Veritas CPS Hong-Kong Ltd. (Taiwan branch) S 100.00 100.00
Taiwan Bureau Veritas Certification Taiwan Co. Ltd. S 100.00 100.00
Taiwan Bureau Veritas Taiwan Ltd. S 100.00 100.00
Taiwan Advance Data Technology Corporation S 99.10 99.10
Taiwan Bureau Veritas CPS Hong Kong Ltd. (Taiwan branch) S 100.00 100.00

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 303

6 Financial statements
6.6 Notes to the consolidated financial statements

% interest
Country Company Type 2019 2018
Taiwan Bureau Veritas CPS Hong-Kong (Hsinchu branch) S 100.00 100.00
Taiwan Bureau Veritas SA – Taiwan S 100.00 100.00
Taiwan SIEMIC Inc. (Taiwan Branch) B 100.00 100.00
Tanzania Bureau Veritas GSIT (Tanzania branch) S 100.00
Tanzania Bureau Veritas-USC Tanzania Ltd. S 60.00 60.00
Tanzania Bureau Veritas Tanzania Ltd. S 100.00 100.00
Thailand Bureau Veritas Thailand Ltd. S 49.00 49.00
Thailand Bureau Veritas AsureQuality Lab Thailand Ltd. S 51.00 51.00
Thailand Bureau Veritas CPS Thailand Ltd. S 100.00 100.00
Thailand Bureau Veritas Certification Thailand Ltd. S 49.00 49.00
Thailand Inspectorate (Thailand) Co. Ltd. S 100.00 100.00
Thailand Sievert Thailand Ltd. S 100.00 100.00
Thailand MatthewsDaniel International (Thailand) Ltd. S 100.00 100.00
Togo Bureau Veritas Togo SARLU S 100.00 100.00
Togo Société d’Exploitation du Guichet Unique pour le Commerce Extérieur – SEGUCE SA S 100.00 100.00
Trinidad and Tobago Inspectorate America Corporation (Trinidad and Tobago branch) S 100.00 100.00
Tunisia Société Tunisienne de Contrôle Veritas SA S 49.96 49.96
Turkey Bureau Veritas Gozetim Hizmetleri Ltd Sirketi S 100.00 100.00
Turkey Bureau Veritas CPS Test Laboratuvarlari Ltd Stirketi S 100.00 100.00
Turkey Inspectorate Uluslararasi Gozetim Servisleri AS S 100.00 100.00
Turkey Bureau Veritas Deniz ve Gemi Siniflandirma Hizmetleri Ltd Sirketi S 100.00 100.00
Turkey ACME Analitik Lab. Hizmetleri Ltd Sirketi S 100.00 100.00
Uganda Bureau Veritas Uganda Ltd. S 100.00 100.00
Ukraine Bureau Veritas Ukraine Ltd. S 100.00 100.00
Ukraine Bureau Veritas Certification Ukraine S 100.00 100.00
Ukraine Inspectorate Ukraine LLC S 100.00 100.00
United Arab Emirates Inspectorate UK International Ltd. (Dubai branch) S 100.00 100.00
United Arab Emirates Inspectorate UK International Ltd. (Fujairah branch) S 100.00 100.00
United Arab Emirates Sievert Emirates Inspection LLC S 49.00 49.00
United Arab Emirates MatthewsDaniel Services Bermuda Ltd. (Abu Dhabi branch) S 100.00 100.00
United Arab Emirates Bureau Veritas SA – Abu Dhabi B 100.00 100.00
United Arab Emirates Bureau Veritas SA – Dubai B 100.00 100.00
United Arab Emirates Bureau Veritas Certification Middle East S 100.00
United Kingdom Bureau Veritas Certification Holding SAS (UK branch) S 100.00 100.00
United Kingdom Bureau Veritas Certification UK Ltd. S 100.00 100.00
United Kingdom Bureau Veritas UK Ltd. S 100.00 100.00
United Kingdom Bureau Veritas CPS UK Ltd. S 100.00 100.00
United Kingdom Bureau Veritas UK Holdings Ltd. S 100.00 100.00
United Kingdom Bureau Veritas Commodity Services Limited S 100.00 100.00
United Kingdom Inspectorate International Ltd. S 100.00 100.00
United Kingdom Watson Gray Ltd. S 100.00 100.00
United Kingdom MatthewsDaniel Ltd. S 100.00 100.00
United Kingdom MatthewsDaniel Holdings Ltd. S 100.00 100.00
United Kingdom MatthewsDaniel International (London) Ltd. S 100.00 100.00
United Kingdom MatthewsDaniel International (Africa) Ltd. S 100.00 100.00
United Kingdom Unicar GB Ltd. S 100.00 100.00
United Kingdom UCM Global Ltd. S 100.00 100.00
United Kingdom HCD Building Control Ltd. S 100.00 100.00
United Kingdom HCD Group Ltd. S 100.00 100.00
United Kingdom TMC OFFSHORE Ltd. S 100.00 100.00
United Kingdom TMC (Marine Consultants) Ltd. S 100.00 100.00
United Kingdom Maritime Assurance & Consulting Ltd. S 100.00 100.00
United Kingdom Bureau Veritas SA – United Kingdom S 100.00 100.00
United States Clampett Industries LLC/DBA EMG S 86.00 86.00
United States Quality Project Management LLC S 86.00 86.00
United States EMG Holding LLC S 86.00 86.00
United States EMG Subsidiary Corporation S 86.00 86.00
United States EMG Holding Corporation S 86.00 86.00
United States Bureau Veritas Holdings, Inc. S 100.00 100.00
United States Bureau Veritas Marine Inc. S 100.00 100.00
United States Bureau Veritas Certification North America Inc. S 100.00 100.00

304 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.6 Notes to the consolidated financial statements

% interest
Country Company Type 2019 2018
United States Owen Group Limited Partnership (NV) S 75.00
United States OG Holdco Corp. (DE) S 75.00
United States OG GP LLC (DE) S 75.00
United States OG Acquisition Corp. (DE) S 75.00
United States Henrikson Owen & Associates Limited Partnership (CA) S 75.00
United States Bureau Veritas CPS Inc. S 100.00 100.00
United States BIVAC North America Inc. S 100.00 100.00
United States Bureau Veritas North America Inc. S 100.00 100.00
United States OneCIS Insurance Company S 100.00 100.00
United States National Elevator Inspection Services Inc. S 100.00 100.00
United States Inspectorate America Corporation S 100.00 100.00
United States Inspectorate America Corporation (St Croix branch) S 100.00 100.00
United States Unicar USA Inc. S 100.00 100.00
United States Quiktrak Inc. S 100.00 100.00
United States MatthewsDaniel Company Inc. S 100.00 100.00
United States TMC Marine Inc. S 100.00 100.00
United States California Code check Inc. S 100.00 100.00
United States Primary Integration Solutions, Inc. S 76.21 76.21
United States Primary Integration Acquisition Co. S 76.21 76.21
Uruguay Bureau Veritas Uruguay SRL S 100.00 100.00
Uruguay Schutter Americas SA S 100.00 100.00
Uzbekistan Bureau Veritas Tashkent LLC S 100.00 100.00
Uzbekistan BV Kazakhstan Industrial Services LLP S 100.00
Venezuela BVQI Venezuela SA S 100.00 100.00
Venezuela Bureau Veritas de Venezuela S 100.00 100.00
Vietnam Bureau Veritas Vietnam Ltd. S 100.00 100.00
Vietnam Bureau Veritas AsureQuality Vietnam Company Ltd. S 51.00 51.00
Vietnam Bureau Veritas Certification Vietnam Ltd. S 100.00 100.00
Vietnam Bureau Veritas CPS Vietnam Ltd. S 100.00 100.00
Vietnam Inspectorate Vietnam LLC S 100.00 100.00
Vietnam MatthewsDaniel International (Vietnam) Ltd. S 100.00 100.00
Zambia Bureau Veritas Zambia Ltd. S 100.00 100.00
Zimbabwe Bureau Veritas Zimbabwe S 100.00 100.00

Companies accounted for by the equity method

% interest
Country Company Type 2019 2018
France Assistance Technique et Surveillance Industrielle – ATSI SA S 49.92 49.92
Jordan Middle East Laboratory Testing & Technical Services JV S 50.00 50.00

6
Russia Bureau Veritas Safety LLC S 49.00 49.00

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 305

6 Financial statements
6.7 Statutory Auditors’ report on the consolidated financial statements

6.7 Statutory Auditors’ report on the

consolidated financial statements
This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of
English-speaking readers. This report includes information specifically required by European regulations or French law, such as information
about the appointment of Statutory Auditors. This report should be read in conjunction with, and construed in accordance with, French law
and professional auditing standards applicable in France.

For the year ended December 31, 2019

To the Shareholders,

Opinion
In compliance with the engagement entrusted to us by your Shareholders’ Meeting, we have audited the accompanying consolidated
financial statements of Bureau Veritas for the year ended December 31, 2019.
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 31, 2019 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.
The audit opinion expressed above is consistent with our report to the Audit & Risk Committee.

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 these standards are further described in the “Responsibilities of the Statutory Auditors relating to the audit of the
consolidated financial statements” section of our report.

Independence
We conducted our audit engagement in compliance with the independence rules applicable to us for the period from January 1, 2019 to the
date of our report and in particular we did not provide any non-audit services prohibited by article 5(1) of Regulation (EU) No. 537/2014 or
the French Code of Ethics (Code de déontologie) for Statutory Auditors.

Emphasis of matter
Without qualifying the opinion expressed above, we draw your attention to Note 3 to the consolidated financial statements – Summary of
significant accounting policies, which describes the first-time application of IFRS 16, Leases and IFRIC 23, Uncertainty over Income Tax
Treatments.

Justification of assessments – Key audit matters

In accordance with the provisions of articles L. 823-9 and R. 823-7 of the French Commercial Code (Code de commerce) relating to the
justification of our assessments, we bring to your attention the key audit matters relating to the risks of material misstatement that, in our
professional judgment, were most significant in the audit of the consolidated financial statements, as well as how our audit addressed such
risks.
These matters were addressed as part of our audit of the consolidated financial statements as a whole, and therefore contributed to the
opinion we formed as expressed above. We do not provide a separate opinion on specific items of the consolidated financial statements.

306 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.7 Statutory Auditors’ report on the consolidated financial statements

Measurement of work-in-progress
Description of risk
In the ordinary course of its business, the Group has dealings with many French and international customers. Each Group entity issues its
own invoices using shared or specific software; some entities use shared service centers for this purpose.
As described in Note 3.16 to the consolidated financial statements, the Group uses the percentage-of-completion method for a significant
portion of its businesses to establish the amount of revenue to be recognized for contracts ongoing during a given period. The percentage of
completion is determined for each contract performance obligation by comparing contract costs incurred up to the end of the reporting
period with the total estimated contract costs. The difference between revenue recognized according to the percentage-of-completion
method and the invoices issued is equivalent to work-in-progress.
At December 31, 2019, Group revenue amounted to €5,099.7 million, including €226 million recorded on the balance sheet in “Contract
assets” and €185.9 million in “Trade receivables – invoices pending”.
Given (i) the materiality of its impact on the consolidated financial statements, (ii) the use of estimates to determine the percentage of
completion and margin on completion to be used at the end of each reporting period and (iii) the specific complexity created by the use of a
decentralized billing system, we deemed the measurement of work-in-progress to be a key audit matter.

How our audit addressed this risk

We gained an understanding of the procedure implemented by the Group to recognize revenue, which is based on the
percentage-of-completion method.
Our audit approach consisted primarily in:
● verifying that the principles used to recognize revenue within the Group as defined by the Management Manual (GMM) were consistently
applied;
● analyzing the accounting processes implemented and the configuration of the management software programs most commonly used to
automatically calculate work-in-progress;
● using our analytical tools to identify Group entities with material amounts of work-in-progress as a proportion of their revenue and,
where appropriate, examining the specific cases brought to light as a result of our meetings with regional Finance departments;
● analyzing, based on a sample of contracts, work-in-progress recorded at the end of the reporting period in order to validate the
percentage of completion used, examining in particular the number of hours and the costs incurred on these contracts.

Goodwill and customer relationships – Impairment tests

Description of risk
As part of its acquisitions policy, the Group has recorded in the consolidated balance sheet at December 31, 2019 a net total of
€2,561.1 million in goodwill and intangible assets resulting from customer relationships.
Goodwill impairment test
Net goodwill in the consolidated balance sheet amounted to €2,075.1 million at December 31, 2019.
As described in Note 11 to the consolidated financial statements, the impairment tests consist of comparing the carrying amount of each
group of CGUs with its value in use, corresponding to the surplus future cash flows generated, as estimated by management. If the value in
use of a group of CGUs is less than its carrying amount, an impairment loss is recorded.
At December 31, 2019, no impairment had been recorded for goodwill for any of the six CGU groups.

6
Customer relationships impairment test
At December 31, 2019, the Group’s net amortizable intangible assets amounted to €611.1 million, including €486 million for customer
relationships resulting from the allocation of the purchase price for various acquisitions.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 307

6 Financial statements
6.7 Statutory Auditors’ report on the consolidated financial statements

As described in Note 3.9 to the consolidated financial statements, the Group has implemented an annual review procedure for customer
relationship portfolios to identify any possible impairment losses. This may result in a shorter amortization period, on a forward-looking
basis, for the customer relationship in question or, where applicable, the recognition of an impairment loss.
We deemed the goodwill and customer relationships impairment tests to be a key audit matter owing to (i) their materiality in relation to
the consolidated financial statements and (ii) the need for judgment and estimates from management in their measurement.

How our audit addressed this risk

Goodwill impairment test
We gained an understanding of the procedure implemented by management to conduct goodwill impairment tests.
We examined the projections established for each group of CGUs and we compared them with the projections approved by management.
With the assistance of our financial valuation experts, we also assessed the various factors and inputs selected for the measurement of
each group of CGUs, paying particular attention to:
● the revenue and margin assumptions in relation to the 2020 budget, as well as the growth and margin assumptions for the subsequent
four financial years;
● the discount rates and perpetual growth rates;
● the events likely to affect certain Group businesses (such as difficult economic conditions in certain countries, or a slowdown in activities
exposed to cyclical trends).
In addition, we conducted our own sensitivity analyses to evaluate the challenges that might arise if the objectives established in the
projections were not met, particularly for revenue and margin.
We adapted our audit approach depending on the scale of the risk of impairment for each group of CGUs. Where appropriate, we organized
meetings with the relevant operational departments to understand the assumptions used. We also reconciled the information provided to
us with external market data (analysts’ notes, sector studies, etc.).
We also verified that Note 11 to the consolidated financial statements contains the appropriate disclosures on the sensitivity analyses of
the recoverable amount of goodwill to changes in the main assumptions used.
Customer relationships impairment test
We gained an understanding of the procedure implemented by management to conduct customer relationships impairment tests.
We assessed the various factors and inputs used to test customer relationships for impairment and:
● compared the annual amortization expense to operating income for each entity to identify possible signs of an impairment loss;
● reviewed the results of the impairment tests performed by the Group as well as the amortization and/or impairment expense recognized
during the year following the analyses conducted by the Group;
● gained an understanding of the events likely to affect certain customer relationships (such as difficult economic conditions in certain
countries or the loss of long-standing customers).
We also verified that Note 3.9 to the consolidated financial statements contains the appropriate disclosures on these customer
relationships impairment tests.

Contract-related disputes and tax risks

Description of risk
At December 31, 2019, provisions for liabilities and charges amounted to €72.2 million, including €36.3 million for contract-related
disputes. As described in Note 3.3 to the consolidated financial statements, provisions for tax risks relating to income tax are included
within “Current income tax liabilities” in the consolidated statement of financial position. An analysis of the provisions for contract-related
disputes and tax risks and changes thereto is provided in Notes 3.3 and 27 to the consolidated financial statements.
Contract-related disputes
In the ordinary course of its business, the Group may be involved in any number of legal proceedings as a result of professional liability suits.
These proceedings are coordinated by the Legal department with the assistance of the Group’s lawyers and insurers.

308 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.7 Statutory Auditors’ report on the consolidated financial statements

As outlined in Notes 3.14, 6 and 27 to the consolidated financial statements, the provisions recorded by the Group are based on estimates
factoring in:
● opposing party claims;
● an assessment of the related risk, conducted in consultation with the Group’s lawyers;
● the Group’s insurance coverage in the event of a judgment against it.
Given the specific nature of each suit, the length of litigation proceedings, particularly in certain countries, the potential financial
implications and the uncertainty weighing on the outcome of each case, we deemed the assessment of the provisions for contract-related
disputes to be a key audit matter.
Tax risks
As regards tax risks, the Group operates in a considerable number of jurisdictions and is therefore subject to numerous tax systems with
rules and regulations that differ from one country to the next.
The estimated amount of an adjustment relating to individual tax risks is revised regularly by each subsidiary and by the Group’s Tax
department along with external advisors for the most significant or complex disputes.
We deemed the measurement of provisions for tax risks to be a key audit matter due to (i) their reliance on certain estimates and (ii) the
high degree of judgment that may be required from management when measuring them.

How our audit addressed this risk

Contract-related disputes
To help monitor contract-related disputes as soon as they arise, the Group has created a centralized system into which all Group lawyers
enter details. The system covers all of the areas in which the Group operates. It aims to ensure that, for each claim, the information required
to assess the related risk is made available systematically and on a regular basis.
We examined this system and the related procedures, and verified that it is functioning properly, notably by meeting with the Group’s Legal
department. We also examined the insurance program in effect during 2019 and obtained information on the changes made to it since
December 31, 2018.
Regarding the provisions recorded for claims, we obtained confirmations from the Group’s lawyers for the claims with the highest risk
exposure, and examined the related insurance coverage.
We examined developments in the one-off disputes arising in 2004 (hotel and shopping complex in Turkey), as well as those disputes
relating to certain contracts for Government services, now part of the Agri-Food & Commodities segment.
We also examined the appropriateness of the disclosures provided in Notes 3.14 and 27 to the consolidated financial statements.
Tax risks
We gained an understanding of the centralized procedure implemented by Group management to identify tax risks and, where appropriate,
estimate the corresponding accounting impact.
With the help of our tax experts, we examined the estimates made by management when assessing key tax risks, particularly by conducting
interviews with the Group’s Tax department, consulting correspondence with the local tax authorities and, where applicable, with the
Group’s lawyers, and analyzing the lawyers’ responses to the specific requests for information that were made as part of our engagement.
We also examined the appropriateness of the disclosures provided in Notes 3.3 and 27 to the consolidated financial statements.

Specific verifications
In accordance with professional standards applicable in France, we have also performed the specific verifications required by applicable
laws and regulations on information pertaining to the Group presented in the management report of the Board of Directors.
We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.
6
We attest that this report contains the consolidated non-financial statement provided for in article L. 225-102-1 of the French Commercial
Code. However, in accordance with article L. 823-10 of the French Commercial Code, we have not verified its fair presentation and
consistency with the consolidated financial statements, which will be the subject of a report by an independent third party.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 309

6 Financial statements
6.7 Statutory Auditors’ report on the consolidated financial statements

Report on other legal and regulatory requirements

Appointment of the Statutory Auditors
We were appointed Statutory Auditors of Bureau Veritas by the Shareholders’ Meetings held on June 25, 1992 for PricewaterhouseCoopers
Audit and on May 17, 2016 for Ernst & Young Audit.
At December 31, 2019, PricewaterhouseCoopers Audit was in the 28th year of total uninterrupted engagement and the 13th year since the
securities of the Company were admitted to trading on a regulated market, and Ernst & Young was in the fourth year of total uninterrupted
engagement.

Responsibilities of management and those charged with governance for the consolidated financial
statements
Management is responsible for preparing consolidated financial statements presenting a true and fair view in accordance with International
Financial Reporting Standards as adopted by the European Union and for implementing the internal control procedures it deems necessary
for the preparation of consolidated financial statements free of 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 expects to
liquidate the Company or to cease operations.
The Audit & Risk Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk
management systems, as well as, where applicable, any internal audit systems, relating to accounting and financial reporting procedures.
The consolidated financial statements were approved by the Board of Directors.

Responsibilities of the Statutory Auditors relating to the audit of the consolidated financial
statements
Objective 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 of 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 taken by users on the basis of these consolidated financial statements.
As specified in article L. 823-10-1 of the French Commercial Code, our audit does not include assurance on the viability or quality of the
Company’s management.
As part of an audit conducted in accordance with professional standards applicable in France, the Statutory Auditors exercise professional
judgement throughout the audit.
They also:
● identify and assess the risks of material misstatement in the consolidated financial statements, whether due to fraud or error, design and
perform audit procedures in response to those risks, and obtain audit evidence considered to be sufficient and appropriate to provide a
basis for their 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;
● obtain 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;
● evaluate the appropriateness of the accounting policies used and the reasonableness of accounting estimates made by management, as
well as the related disclosures in the notes to the consolidated financial statements;
● assess 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 the audit report. However, future
events or conditions may cause the Company to cease to continue as a going concern. If the Statutory Auditors conclude that a material
uncertainty exists, they are required to draw attention in the audit report to the related disclosures in the consolidated financial
statements or, if such disclosures are not provided or are inadequate, to issue a qualified opinion or a disclaimer of opinion;
● evaluate the overall presentation of the consolidated financial statements and assess whether these statements represent the
underlying transactions and events in a manner that achieves fair presentation;
● obtain 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 Auditors are responsible for the management, supervision
and performance of the audit of the consolidated financial statements and for the opinion expressed thereon.

310 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.7 Statutory Auditors’ report on the consolidated financial statements

Report to the Audit & Risk Committee

We submit a report to the Audit & Risk Committee 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 any significant deficiencies in internal control that we have
identified regarding the accounting and financial reporting procedures.
Our report to the Audit & Risk Committee includes the risks of material misstatement that, in our professional judgment, were the most
significant for the audit of the consolidated financial statements and which constitute the key audit matters that we are required to
describe in this report.
We also provide the Audit and Risk 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 defined in particular in articles L. 822-10 to L. 822-14 of the
French Commercial Code and in the French Code of Ethics for Statutory Auditors. Where appropriate, we discuss any risks to our
independence and the related safeguard measures with the Audit & Risk Committee.

Neuilly-sur-Seine and Paris-La Défense, March 17, 2020

The Statutory Auditors

French original signed by:

PricewaterhouseCoopers Audit ERNST & YOUNG Audit

François Guillon Nour-Eddine Zanouda

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 311

6 Financial statements
6.8 Bureau Veritas SA statutory financial statements

6.8 Bureau Veritas SA statutory financial

statements
Balance sheet at December 31

Depr., amort. and

(€ thousands) Notes Gross value impairment 2019 net 2018 net
Intangible assets 1 1,295 (1,207) 88 70
Tangible assets 1 14,666 (10,403) 4,263 4,662
Long-term investments 1&2 2,330,508 (31,109) 2,299,399 2,110,351
Total non-current assets 2,346,469 (42,719) 2,303,750 2,115,083
Work-in-progress 5,612 5,612 4,192
Trade receivables 4 194,891 (10,751) 184,140 190,600
Other receivables 4 1,773,139 (30,997) 1,742,142 2,223,716
Marketable securities 4 430,912 430,912 604,097
Treasury shares 11 88,019 88,019 119,874
Cash at bank and on hand 739,123 739,123 143,239
Total current assets 3,231,696 (41,748) 3,189,948 3,285,718
Accrual accounts
Prepaid expenses 4 6,180 6,180 5,976
Unrealized currency translation losses 3,475 3,475 2,999
Bond redemption premiums 4 2,961 2,961
TOTAL ASSETS 5,590,781 (84,467) 5,506,314 5,409,776
Share capital 54,251 53,066
Share premiums 228,012 39,985
Reserves and retained earnings 856,223 761,273
Net profit 289,719 339,207
Regulated provisions 973 973
Total equity 3 1,429,178 1,194,504
Provisions for liabilities and charges 5 70,281 72,833
Payables
Bank borrowings and debt 4 2,709,044 2,826,920
Trade payables 4 189,171 184,067
Other payables 4 1,089,420 1,115,603
Accrual accounts
Prepaid income 4 16,851 15,138
Unrealized currency translation gains 2,369 711
TOTAL EQUITY AND LIABILITIES 5,506,314 5,409,776

312 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.8 Bureau Veritas SA statutory financial statements

Income statement

(€ thousands) Notes 2019 2018

Revenue 7 231,884 245,028
Other income 7 207,445 203,107
Total operating income 439,329 448,135
Operating expenses
Supplies (38) (37)
Other purchases and external charges (87,818) (100,766)
Taxes other than on income (8,075) (7,119)
Wages and salaries (99,918) (109,328)
Payroll taxes (29,598) (27,243)
Other expenses (150,423) (135,262)
Charges in provisions for operating items 3,253 (522)
Depreciation and amortization (1,320) (1,294)
Operating profit 65,392 66,564
Net financial income 8 224,537 245,486
Profit from ordinary operations before income tax 289,929 312,050
Net exceptional income 9 5,063 23,293
Employee profit-sharing - -
Income tax benefit 10 (5,273) 3,864
NET PROFIT 289,719 339,207

Statement of cash flows

(€ thousands) 2019 2018

Cash flow from operations 303,378 297,525
Change in working capital (7,346) 38,600
Net cash from operating activities 296,032 336,125
Capital expenditure (932) (1,307)
Acquisitions of equity interests (9,065) (124,460)
Sales and repayments of equity interests - 33,208
Sales of non-current assets 28 89
Change in loans and other financial assets 48 139,482
Net cash from (used in) investing activities (9,921) 47,012
Capital increase 3,095 2,501
Purchases of treasury shares, net 30,782 (20,081)

6
Dividends paid (54,046) (243,678)
Net cash used in financing activities (20,169) (261,258)
Increase (decrease) in gross debt 159,859 479,807
Increase (decrease) in cash and cash equivalents 425,801 601,686
Cash and cash equivalents at beginning of year 744,220 142,534
Cash and cash equivalents at end of year 1,170,021 744,220

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 313

6 Financial statements
6.8 Bureau Veritas SA statutory financial statements

Summary of significant accounting policies

The balance sheet and income statement are prepared in Long-term investments
accordance with the French Commercial Code (Code de
Equity investments are carried in the balance sheet at acquisition
commerce), French chart of accounts and French generally
cost or subscription price, including acquisition fees.
accepted accounting principles as defined by Regulation 2014-03
issued by the French accounting standards-setter (Autorité des Subsidiaries and affiliates are generally measured based on the
Normes Comptables – ANC). Company’s share in their net book assets, adjusted where
appropriate for items with a prospective economic value.
The financial statements are prepared based on:
Impairment is recognized for any difference between the value in
● going concern;
use and gross value of the investments.
● consistency of accounting methods; and
● accrual basis principles. Current assets
The Company is organized as a registered office with a number of Work-in-progress
branches, which are fairly autonomous with regard to financial and
managerial matters. Each branch keeps its own accounts, which Work-in-progress is recognized using the
are linked to the registered office accounting system via an percentage-of-completion method. Short-term contracts whose
intercompany account. value is not material continue to be measured using the
completed contract method.
The financial statements of branches whose functional currency is
not the euro are translated using the closing rate method: assets Impairment is recognized when net realizable value falls below
and liabilities are translated at the year-end exchange rate, while book value. In this case, work-in-progress is reported directly on a
income and expense items are translated at the average exchange net basis.
rate for the year. All resulting currency translation differences are Impairment is calculated for each contract based on the projected
recognized directly in equity. margin as revised at year-end. Losses on completion arising on
onerous contracts are recognized in provisions for liabilities and
charges.
Basis of measurement
Trade receivables
Non-current assets Trade receivables are depreciated to cover the risks of
non-collection arising on certain items. Impairments are
Non-current assets are carried at historical cost, in particular calculated based on a case-by-case analysis of risks, except for
assets located outside France. The exchange rate applied to the non-material amounts for which statistical impairments are
currency in which the assets were purchased is the rate prevailing calculated based on collection experience. The criteria for
at the acquisition date. determining impairment are based on the financial position of the
debtor (liquidity situation, whether the debtor is the object of any
Intangible assets disputes, insolvency or legal reorganization proceedings), or
Software developed in-house is capitalized in accordance with the whether the debtor is involved in any technical disputes.
benchmark treatment. The cost of production for own use includes
all costs directly attributable to analyzing, programming, testing Marketable securities
and documenting software specific to the Company’s activities. Marketable securities are carried at cost and written down to their
Software is amortized over its estimated useful life, which does estimated net realizable value if this falls below their cost.
not currently exceed seven years.
Accrual accounts
Tangible assets
Prepaid expenses
Depreciation is provided according to the straight-line or
declining-balance method, depending on the asset concerned. The This caption includes operating expenses relating to subsequent
following useful lives generally apply: reporting periods.

Currency translation losses

Fixtures and fittings, machinery and equipment: This item represents translation losses on foreign currency
● fixtures and fittings 10 years receivables and payables as well as unrealized losses on
● machinery and equipment 5 to 10 years derivatives classified as trading instruments.
Tangible assets: Since there are no corresponding hedging instruments, translation
losses are covered by a provision for the same amount in liabilities.
● vehicles 4 to 5 years
● office equipment 5 to 10 years
● IT equipment 3 to 5 years
● furniture 10 years

314 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.8 Bureau Veritas SA statutory financial statements

Equity and liabilities Income statement

Currency translation reserves Presentation method
The functional currency of foreign entities is used as their The income statement is presented in list format. Income
reference currency. As a result, historical cost data are expressed statement items are classified to successively show operating
in foreign currency. The closing rate method is therefore used to profit, net financial income, profit from ordinary operations before
translate the financial statements of foreign branches. income tax, net exceptional income, employee profit-sharing and
income tax amounts.
Accordingly:
● balance sheet items (except for the intercompany account) are Revenue and other operating income
translated at the year-end exchange rate;
Revenue is the value (excluding VAT) of services provided by the
● income statement items are translated at the average branches in the ordinary course of their business, after elimination
exchange rate for the year; of intra-company transactions. It is recognized on a
percentage-of-completion basis. Short-term contracts whose
● the intercompany account continues to be carried at the value is not material are valued using the completed contract
historical exchange rate. method.

Pensions and other employee benefit obligations Other operating income mainly includes royalties and amounts
rebilled to clients and other Group entities. It also includes
The Company has adopted the benchmark treatment for pensions exchange gains made on operating transactions.
and other employee benefit obligations and recognizes all such
obligations in the balance sheet. Actuarial gains and losses
Operating expenses
resulting from changes in assumptions or in the valuation of assets
are recognized in the income statement. All other expenses are reported in this caption by type. These
expenses are recognized according to local regulations in the
Provisions for liabilities and charges countries where the Group’s branches are located. Depreciation
and amortization are calculated by applying the usual methods
Provisions for liabilities and charges are recognized when the (see non-current assets). Additions to provisions reflect amounts
Company considers at the end of the reporting period that (i) it set aside to cover a decline in value of external customer accounts
has a present legal obligation as a result of past events; (ii) it is and other operating provisions.
likely that an outflow of resources will be required to settle the
obligation; and (iii) the amount of the obligation can be reliably This caption also includes exchange losses from operating
estimated. transactions.
The amount recognized as a provision is the best estimate of the
Net financial income (expense)
expenditure required to settle the present obligation at the end of
the reporting period. The costs that the Company ultimately This caption reflects:
incurs may exceed the amounts set aside as provisions for claims
● dividends received from other Group companies;
and disputes due to a variety of factors such as the uncertain
nature of the outcome of the disputes. ● interest paid on borrowings, interest received on loans granted
to Company subsidiaries, and investment income;
Derivative financial instruments ● movements in provisions relating to equity investments and
For forward financial instruments that are not used in a hedging current accounts of certain Company subsidiaries;
transaction and accordingly treated as isolated open positions, a
● exchange differences on financial transactions.
provision is set aside in liabilities when these instruments have a
negative market value.
Net exceptional income (expense)
Exceptional income chiefly includes recoveries of receivables
Accrual accounts previously written off, proceeds from sales of non-current assets

6
Currency translation gains and Bureau Veritas SA shares and reversals of exceptional
provisions.
This account includes gains on the translation of the Company’s
foreign currency receivables and payables at the year-end rate. Exceptional expense includes miscellaneous penalties paid and
the net book values of (i) non-current assets sold or retired,
It also includes unrealized gains on derivatives classified as trading (ii) Company shares and (iii) additions to exceptional provisions.
instruments.

Prepaid income
This account primarily represents the portion of contract billing in
excess of the percentage-of-completion (see note concerning
revenue).
Since 2012, this item has also included the amount of interest on
the outstanding USPP swap, which is recognized on a straight-line
basis over the residual term of the facility.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 315

6 Financial statements
6.9 Notes to the statutory financial statements

Consolidation for accounting and tax purposes

Bureau Veritas SA is the parent and consolidating company of the Bureau Veritas SA is the head of the tax consolidation group set
Group and is itself fully consolidated by the Wendel group, whose up in France pursuant to articles 223 et seq. of the French Tax
registered office is located at 89, rue Taitbout, 75009 Paris, Code (Code général des impôts).
France, and which is registered with the Paris Trade and
Companies Register (Registre du commerce et des sociétés) under
number 572 174 035.

2019 highlights
Dividends paid Financing
Pursuant to the resolutions adopted at the Shareholders’ Meeting The Company carried out the following financing transactions in
held on May 14, 2019, on June 11, 2019 the Company paid 2019:
eligible shareholders a dividend of €0.56 per share, representing a
● a €500 million unrated bond issue maturing in January 2027
total payout of €244.3 million.
and carrying a coupon of 1.125%;
These dividends were paid in new shares of the Company in an
● a ten-year private placement of USD 200 million on the US
amount of €190.2 million, resulting in the creation of
market carrying a coupon of 3.21%. The funds were made
9,943,269 new shares, while the remaining balance (i.e.,
available to the Company in January 2020.
€54.1 million) was paid in cash.

6.9 Notes to the statutory financial

statements
Note 1 Non-current assets 317 Note 7 Analysis of revenue 327

Note 2 Investments in subsidiaries and affiliates 318 Note 8 Net financial income (expense) 327

Note 3 Shareholders’ equity 322 Note 9 Net exceptional income (expense) 328

Note 4 Receivables and payables 323 Note 10 Income tax 328

Note 5 Provisions and impairment 324 Note 11 Share-based payment 329

Note 6 Off-balance sheet commitments Note 12 Employees 330

and derivative financial instruments 325

316 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.9 Notes to the statutory financial statements

Note 1 Non-current assets

NON-CURRENT ASSETS – GROSS VALUES

Reclassifications Currency
January 1, and other translation December 31,
(€ thousands) 2019 Increases Decreases movements differences 2019
Other intangible assets 1,255 32 - 8 1,295
Intangible assets 1,255 32 - 8 1,295
Fixtures and fittings 2,318 35 (6) 17 2,364
Machinery and equipment 2,510 81 (85) 43 2,549
Vehicles 1,042 203 (234) 9 1,020
Furniture and office equipment 4,614 143 (115) 65 4,707
IT equipment 4,054 353 (526) 43 3,924
Tangible assets in progress 17 85 - - 102
Tangible assets 14,555 900 (966) 177 14,666
Investments in subsidiaries and
2,052,403 9,065 - - 2,061,468
affiliates
Investments in non-consolidated
231 - - - 231
companies
Deposits, guarantees and receivables 76,919 33,748 (30,212) 185,251 36 265,742
Treasury shares 7,649 78,137 (82,719) - 3,067
Long-term investments 2,137,202 120,950 (112,931) 185,251 36 2,330,508
TOTAL 2,153,012 121,882 (113,897) 185,251 221 2,346,469

In April 2012, the Company set up a share buyback program in connection with its share-based payment plans in order to (i) deliver shares
to beneficiaries of stock purchase option or performance share plans, or (ii) cancel the repurchased shares.
At December 31, 2019, the Company held 130,898 own shares classified in long-term financial investments, held only in connection with
the liquidity agreement.

DEPRECIATION, AMORTIZATION AND IMPAIRMENT OF NON-CURRENT ASSETS

Currency
January 1, translation December 31,
(€ thousands) 2019 Additions Reversals differences 2019
Other intangible assets (1,185) (16) - (6) (1,207)
Intangible assets (1,185) (16) - (6) (1,207)
Fixtures and fittings (949) (201) 6 (6) (1,150)
Machinery and equipment (1,384) (295) 58 (23) (1,644)
Vehicles (946) (66) 215 (10) (807)
Furniture and office equipment (3,143) (314) 108 (44) (3,393)
IT equipment (3,471) (428) 526 (36) (3,409)

6
Tangible assets (9,893) (1,304) 913 (119) (10,403)
Investments in subsidiaries and affiliates (26,550) (1,899) 966 - (27,483)
Investments in non-consolidated companies (150) - - - (150)
Deposits, guarantees and receivables (151) (3,330) 5 - (3,476)
Treasury shares - - - - -
Long-term investments (26,851) (5,229) 971 - (31,109)
TOTAL (37,929) (6,549) 1,884 (125) (42,719)

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 317

6 Financial statements
6.9 Notes to the statutory financial statements

Note 2 Investments in subsidiaries and affiliates

A. Detailed information about subsidiaries and affiliates whose book value exceeds 1%
of the reporting company’s capital

Average exchange rate

Share capital
in local Reserves Local
(in thousands) currency in local currency currency 2019 % interest
Bureau Veritas International SAS 843,677 388,447 EUR 1.000 100.00%
Bureau Veritas Holdings, Inc. 1 284,456 USD 0.893 100.00%
Bureau Veritas Services SAS 3,778 183,513 EUR 1.000 100.00%
Bureau Veritas do Brasil Sociedade Classificadora e Certificadora Ltda 378,344 148,271 BRL 0.227 99.62%
Bureau Veritas Investment (Shanghai) Co., Ltd 575,837 47,288 CNY 0.129 100.00%
Bureau Veritas Colombia Ltda 38,043,396 62,849,480 COP - 100.00%
Bureau Veritas Japan Co. Ltd 351,399 180,395 JPY 0.008 98.54%
Bureau Veritas Marine & Offshore SAS 10,001 (1,789) EUR 1.000 100.00%
Bureau Veritas Commodities Canada Ltd. 72,000 (58,530) CAD 0.673 58.00%
Bureau Veritas (India) Private Ltd. 877 919,631 INR 0.013 91.61%
Bureau Veritas Consumer Products Services (India) Private Ltd. 22,445 512,185 INR 0.013 100.00%
Bureau Veritas del Peru SA 24,061 (3,193) PEN 0.268 99.69%
Bureau Veritas Argentina SA 5,984 91,274 ARS 0.019 59.74%
Bureau Veritas Quality Services (Shanghai) Co. Ltd 24,716 5,488 CNY 0.129 100.00%
Rinave – Registro Internacional Naval SA 250 (540) EUR 1.000 100.00%
PT Bureau Veritas Consumer Products Services Indonesia 2,665 51,626 IDR 0.063 85.00%
PT Bureau Veritas Indonesia LLC 21,424 (177,603) IDR 0.063 99.00%
Bureau Veritas Senegal SAU 840,400 96,029 XOF 0.002 100.00%
Soprefira 1,262 36,844 EUR 1.000 99.98%
BV Certification Slovakia 423 33 EUR 1.000 100.00%
Bureau Veritas Consumer Products Services Test Laboratuvarlari Ltd. Sti 3,350 6,244 TRY 0.157 99.00%
Bureau Veritas Guinea SAU 12,053,850 (19,790,568) GNF - 100.00%
Bureau Veritas Consumer Products Services Bangladesh Ltd. 10 2,346,812 BDT 0.011 98.00%
Affiliates (less than 50%-owned by the Company)
Bureau Veritas Inversiones SA 15,854 3,271 EUR 1.000 24.00%
CEPAS SRL 200 692 EUR 1.000 10.64%
Bureau Veritas Chile SA 3,482,201 11,424,812 CLP 0.001 45.59%
SUB-TOTAL

318 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.9 Notes to the statutory financial statements

 
 

Book value of shares held Guarantees and Dividends

Loans and endorsements received by the
advances provided by the Last published Last published Company during
Gross Net granted Company revenue net profit/(loss) the year
1,270,571 1,270,571 1,129,272 132,834 174,536
  200,313 200,313 494,036 22,381
  196,395 196,395 17,834 1,368 51,139 3,857
  127,647 127,647 91,142 (4,577) 3,994
  78,424 78,424 1,621 91,748 38,889 9,504 12,248
  29,825 29,825 81 42,174 (549)
  22,928 22,928 92,953 13,452 15,896
  13,501 13,501 37,490 2,500 91,867 (1,353)
  31,971 13,457 54,000 27,168 2,086
  13,301 13,301 55 42,303 1,843 2,714
  5,822 5,822 24,601 3,927 8,149
  4,334 4,334 1,767 18,952 1,485 720
  3,938 3,938 4,155 42,163 5,221 2,504
  3,108 3,108 34,316 4,203 3,227
  4,378 2,828 340 272
  1,901 1,901 8,506 1,732
  1,477 1,477 659 1,064 12,911 16,146
  1,281 1,281 6,842 68
  1,262 1,262 33,682 3,741
  1,144 1,144 1,468 25 62
  1,138 1,138 169 11,022 781 493
  2,099 738 4,535 5,604 (198)
  675 675 22,629 7,723
 
  31,370 31,370 31,988 1 4,671 1,558
  1,216 1,216 2,683 981 94
  1,109 1,109 25,851 51,340 (2,428) 1,440
  2,051,128 2,029,703 1,309,422 624,453 669,874 275,111 231,492

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 319

6 Financial statements
6.9 Notes to the statutory financial statements

B. General information about other subsidiaries and affiliates

Average exchange rate

Reserves
Share capital in in local
(in thousands) local currency currency Local currency 2019 % interest
Bureau Veritas Nigeria Ltd 40,000 1,282,936 NGN 0.002 60.00%
Bureau Veritas Liban SAL 752,000 188,160 LBP 0.001 99.93%
Bureau Veritas Togo SARLU 1,000 209 XOF 0.002 100.00%
Bureau Veritas Industrial Services Ltd. 1,933 117,042 INR 0.013 100.00%
Bureau Veritas Vietnam Ltd. 4,025 7,968 VND 0.037 100.00%
Bureau Veritas Gozetim Hizmetleri Ltd. Sirketi 2,241 18,073 TRY 0.175 94.17%
Bureau Veritas Polska Spolka Z.O.O 1,470 3,088 PLN 0.235 86.40%
Bureau Veritas Mali SA 10,000 (10,229,901) XOF 0.002 100.00%
Bureau Veritas CPS SDN BHD 500 4,138 MYR 0.210 100.00%
Bureau Veritas Consumer Products Services Vietnam Ltd. 2,388 51,266 VND 0.037 100.00%
Bureau Veritas Latvia Ltd. 249 EUR 1.000 100.00%
Bureau Veritas Congo SAU 69,980 70,725 XAF 0.002 100.00%
Bureau Veritas Magyarorszag Kft (Ltd.) 8,600 1,150 HUF 0.003 100.00%
Bureau Veritas Monaco SAM AU 150 15 EUR 1.000 99.92%
Bureau Veritas Consumer Products Services Mexico SA de CV 6,100 24,667 MXN 0.044 99.34%
Bureau Veritas Azeri Ltd. 74 (276) AZN 0.502 100.00%
Bureau Veritas Ecuador SA 3 107 USD 0.847 69.23%
ATSI SA 80 586 EUR 1.000 50.00%
Bureau Veritas Panama SA 50 107 PAB 0.847 100.00%
Bureau Veritas Lanka Private Ltd 5,000 96,836 LKR 0.005 99.99%
Bureau Veritas Bulgaria Ltd 85 549 BGN 0.511 100.00%
Bureau Veritas Lithuania Ltd 43 7 EUR 1.000 100.00%
Bureau Veritas Consumer Products Services France SAS 143 (33) EUR 1.000 100.00%
Bureau Veritas Pakistan (Private) Ltd 2,000 106,762 PKR 0.007 99.00%
Bureau Veritas Egypt LLC 100 133,851 EGP 0.048 90.00%
Bureau Veritas Kenya Limited 2,000 (145,040) KES 0.008 99.99%
Bureau Veritas Bel Ltd. 4 (88) BYN 0.416 99.00%
Bureau Veritas Estonia 15 (3) EUR 1.000 100.00%
Bureau Veritas d.o.o Beograd 315 (91,153) RSD 0.008 100.00%
Bureau Veritas Douala SAU 433,050 (305,776) XAF 0.002 100.00%
Bureau Veritas Gabon SAU 919,280 (1,551,333) XAF 0.002 100.00%
Bureau Veritas de Venezuela VES 0.001 100.00%
Bureau Veritas Bénin SARL 1,000 XOF 0.002 100.00%
Bureau Veritas Tchad SAU 10,000 (346,247) XAF 0.002 100.00%
Bureau Veritas Consumer Products Services Thailand Ltd. 8,000 (42,179) THB 0.026 99.99%
Bureau Veritas Luxembourg SA 31 (176) EUR 1.000 99.90%
Bureau Veritas Angola Limitada 1,980 (10,613,155) AOA 0.003 99.00%
Bureau Veritas Algérie SARL 500 57,507 DZD 0.007 99.80%
Bureau Veritas Saudi Arabia Testing Services Ltd 2,000 (2,274) SAR 0.226 75.00%
Coreste SAS 75 (1,931) EUR 1.000 99.60%
Bureau Veritas Holding 4 SAS 1 (5) EUR 1.000 100.00%
Affiliates (less than 50%-owned by the Company)
Bureau Veritas Marine China Co. Ltd 50,000 36,868 CNY 0.128 6.00%
Société Tunisienne de Contrôle Veritas SA 2,400 1,814 TND 0.322 49.88%
Bureau Veritas Thailand Ltd. 4,000 (20,040) THB 0.026 49.00%
Bureau Veritas Italia SPA 4,472 6,205 EUR 1.000 11.63%
Bureau Veritas Chile Capacitacion Ltd 9,645 167,550 CLP 0.001 1.30%
BIVAC International SA 5,337 417 EUR 1.000 0.01%
Bureau Veritas Consumer Products Services Guatemala SA 2,977 GTQ 0.113 1.67%
Bureau Veritas Fiscalizadora Boliviana SRL 100 (857) BOB 0.123 1.00%
TOTAL

320 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.9 Notes to the statutory financial statements

Book value of shares held Guarantees and Dividends

Loans and endorsements received by
advances provided by the Last published Last published the Company
Gross Net granted Company revenue net profit/(loss) during the year
507 507 1 5,802 (3,012) 136
  446 446 556 3,545 304 319
  391 391 1,031 2,046 78 167
  356 356 3,966 1,478 739
  273 273 8,791 421 142
  185 185 26,944 14,582 (1,969) 474
  152 152 326 15,774 2,016 1,960
  149 149 13,607 3,452 17,315 (660)
  132 132 1,690 416 2,165
  127 127 31,590 10,682 8,671
  111 111 2,759 292 459
  107 107 2,254 9,739 770 178
  92 92 186 130 3,937 216 288
  79 79 1,705 434 230
  68 68 4,010 506 417
  60 60 7,713 1,255 727
  55 55 2,183 95 101
  48 48 67
  47 47 136 5,517 575 1,140
  47 47 1,891 422
  45 45 1,532 128 384
  30 30 2,915 384 234
  1,496 26 48 3,894 (97)
  25 25 3,670 (146)
  22 22 1,078 5,666 96
  19 19 461 3,871 3,441
  15 15 171 817 36
  15 15 2,410 237 237
  4 4 701 3,937 1,188 270
  657 2,034 5,893 (1,094)
  1,376 2,702 538 (2,170)
  782 42,640
  2
  15 1,417 1,041 (647)
  275 3,382 2,573 42
  31 162 (1)
  73 5,507 7,477 18,671 2,369
  5 948 1,578 (938) 140
 
 
 
 
266
1,006
1
3,170
1,681
9
99 2,292 (1,193)
(13)
(3)
6
  346 346 73,388 20,173 1,012
  230 230 3,410 433 201
  63 63 729 12,364 4,251 1,336
  9 9 89,598 5,914 659
  1 1 1,012 312 5
  210 78,756
  144 4,929 426 18
  99 176 491 68 17
  2,061,468 2,033,985 1,348,841 674,167 1,054,038 443,510 253,574

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 321

6 Financial statements
6.9 Notes to the statutory financial statements

Note 3 Shareholders’ equity

Share capital
At December 31, 2019, share capital was composed of 452,092,988 shares, each with a par value of €0.12.
Changes in the number of shares comprising the share capital during the year were as follows:

(in number of shares) 2019 2018

At January 1 442,216,000 442,000,000
Capital increases 10,097,200 216,000
Capital reduction (220,212) -
AT DECEMBER 31 452,092,988 442,216,000

Movements in equity in 2019

(€ thousands)
Share capital at January 1, 2019 53,066
Capital increase 1,211
Capital reduction (26)
Share capital at December 31, 2019 54,251
Share premiums at January 1, 2019 39,985
Capital increase 192,098
Capital reduction (4,071)
Share premiums at December 31, 2019 228,012
Reserves at January 1, 2019 761,273
Retained earnings (2018 net profit appropriation) 339,207
Dividend payout (244,261)
Currency translation differences and other movements 4
Reserves at December 31, 2019 856,223
2019 net profit 289,719
Regulated provisions in 2019 973
TOTAL EQUITY AT DECEMBER 31, 2019 1,429,178

Breakdown of equity at December 31, 2019

(€ thousands)
Share capital 54,251
Share premiums 228,012
Legal reserve 5,316
Other reserves 219,945
Retained earnings 630,962
Net profit for the year 289,719
Regulated provisions 973
TOTAL EQUITY AT DECEMBER 31, 2019 1,429,178

322 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.9 Notes to the statutory financial statements

Note 4 Receivables and payables

Analysis of receivables

of which
(€ thousands) Gross value accrued income 1 year or less More than 1 year
Trade receivables 194,891 52,492 194,891
Social security taxes and other social taxes 124 124 124
Income tax 5,119 5,119
Other taxes, duties and similar levies 26,154 26,154
Joint ventures and economic interest groupings 207 207
Receivable from Group and associated companies 1,730,860 1,730,860
Miscellaneous debtors 10,675 905 10,675
Other receivables 1,773,139 1,029 1,773,139
Marketable securities 430,912 430,912
Prepaid expenses 6,180 6,180
Bond redemption premiums 2,961 420 2,541
TOTAL RECEIVABLES 2,408,083 53,521 2,405,542 2,541

Analysis of payables

of which
(€ thousands) Gross value accrued expenses 1 year or less More than 1 year More than 5 years
Bank borrowings and debt 2,708,082 35,302 279,368 1,230,382 1,198,332
Other borrowings and debt 962 962
Borrowings and debt 2,709,044 35,302 280,330 1,230,382 1,198,332
Trade payables 189,171 20,754 189,171
Payable to employees 70,172 66,507 70,172
Social security taxes and other social taxes 5,611 1,446 5,611
Value added tax 2,904 2,904
Other taxes, duties and similar levies 12,140 11,846 12,140
Payable to Group and associated companies 987,893 987,893
Miscellaneous payables 10,700 10,700
Other payables 1,089,420 79,799 1,089,420
Prepaid income 16,851 16,851
TOTAL PAYABLES 4,004,486 135,855 1,575,772 1,230,382 1,198,332

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 323

6 Financial statements
6.9 Notes to the statutory financial statements

Note 5 Provisions and impairment

A. Impairment of assets

(€ thousands) 2019 2018

Long-term financial investments 31,109 26,851
Trade receivables 10,751 12,696
Other receivables 30,997 24,688
IMPAIRMENT OF ASSETS 72,857 64,235

Impairment recognized against other receivables mainly concerns current account advances granted to subsidiaries.

B. Regulated provisions carried in liabilities

(€ thousands) 2019 2018

REGULATED PROVISIONS 973 973

Regulated provisions comprise accelerated tax amortization recognized on acquisition fees for shares acquired since 2007.

C. Provisions for liabilities and charges

(€ thousands) 2019 2018

Pensions and other employee benefits 41,024 40,763
Contract-related disputes 5,001 5,366
Provision for exchange losses 3,402 2,999
Other contingencies 19,300 22,539
Losses on completion 1,554 1,166
PROVISIONS FOR LIABILITIES AND CHARGES 70,281 72,833

The provision for pensions and other employee benefits takes into account a discount rate determined by reference to the yield on IBOXX
Euro Corporate AA 10-year bonds. The discount rate was 0.77% for France-based employees at December 31, 2019, compared with
1.57% at end-2018.
Movements during the year break down as follows:

(€ thousands) 2019 2018

At January 1 72,833 71,039
Additions 9,860 17,382
Reversals (utilized provisions) (7,279) (11,476)
Reversals (surplus provisions) (5,320) (4,277)
Other movements 187 165
AT DECEMBER 31 70,281 72,833

Within the ordinary course of business, the Company is involved in The Company, with the help of its advisers, deems that the
various disputes and legal actions seeking to establish its civil provisions presented in its financial statements reflect the best
liability in connection with the services it provides. assessment as to the potential consequences of these disputes.
Provisions resulting from such proceedings are calculated taking There are no other government, administrative, legal or arbitration
into account the Group’s insurance policies. Based on the latest proceedings or investigations (including any proceedings of which
available information, these disputes will not have a material the Company is aware that are pending or with which it is
adverse impact on the Company’s financial statements. threatened) that could have, or have had over the last 12 months,
a material impact on the Company’s financial position or
Other contingencies also include provisions for tax risks in the
profitability.
various tax jurisdictions in which the Company operates through
its branches.

324 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.9 Notes to the statutory financial statements

Note 6 Off-balance sheet commitments and derivative financial

instruments

A – Guarantees given (excluding commitments related to financing)

Commitments given by the Company in the form of guarantees break down as follows:

(€ thousands) 2019 2018

Bank guarantees on contracts 56,318 54,581
Miscellaneous bank guarantees 53,307 29,077
Parent company guarantees 200,996 234,777
COMMITMENTS GIVEN 310,621 318,435

B – Commitments related to Company and Group financing

Undrawn confirmed credit lines
At December 31, 2019, the Company had an undrawn secured syndicated credit facility totaling €600 million.

Bureau Veritas Holdings, Inc. 2017 and 2018 US Private Placement

Bureau Veritas Holdings, Inc., a wholly-owned subsidiary, has a USD 555 million non-bank financing facility that is secured by
Bureau Veritas SA.

Bureau Veritas Investment (Shanghai) Co. Ltd. China facility

Bureau Veritas Investment (Shanghai) Co Ltd., a wholly-owned subsidiary, has a CNY 750 million bank financing facility that is secured by
Bureau Veritas SA to the extent of the amount drawn down at December 31, 2019, i.e., CNY 545 million.

C – Derivative financial instruments

At December 31, 2019, currency derivatives hedging the 2008 US Private Placement debt denominated in GBP were as follows:

Notional amount Fair value of derivatives

Maturity (millions of currency units) (millions of currency units)
07/16/2020 40.0 (3.6)
TOTAL AT DECEMBER 31, 2019 (3.6)

The Company has set up multi-currency foreign exchange derivatives hedging the euro. These instruments are set up on a centralized basis

6
and are designed to protect the Group against currency risk arising on its intra-group loans and advances.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 325

6 Financial statements
6.9 Notes to the statutory financial statements

Foreign exchange derivatives maturing within one year (currency swaps and forward purchases and sales) in place at December 31, 2019
were as follows:

Notional amount Fair value of derivatives

Currency (millions of currency units) (millions of currency units)
AUD 219.4 1.5
CAD (45.9) (0.1)
CHF (1.7) -
CNY (79.1) -
CZK (86.8) -
DKK 20.9 -
GBP (82.6) 1.9
HKD (81.2) 0.1
HUF (68.6) -
JPY (277.6) -
MXN 39.7 -
NOK 12.8 -
PLN 0.5 -
RUB 59.2 0.1
SEK (1.2) -
SGD (115.1) -
USD (0.9) -
ZAR (89.3) (0.2)
TOTAL AT DECEMBER 31, 2019 3.3

The Group put in place a program to manage the transactional currency risk to which some of its subsidiaries are exposed. In this program,
the Company guarantees the exchange rates for participating subsidiaries through internal currency agreements, and contracts derivative
instruments on the currency market to support the exchange rates proposed.
As the timing of the internal guarantees granted to subsidiaries differs from the time needed to arrange the hedges with partner banks
(i.e., external hedges built up gradually), the derivatives are classified and accounted for as trading instruments in the statutory financial
statements.
Accordingly, derivatives contracted within and outside the Group are remeasured in the balance sheet with an offsetting entry to a
suspense account. A provision is set aside for any unrealized losses based on the overall forex position in each currency (maturities in the
same reporting period).

Currency derivatives – external transactional hedging

Fair value of derivatives

Maturity < 12 months Notional amount (millions of currency units)
USD (26) million 0.3
SGD 14 million 0.1
CAD 7 million -
GBP 5 million 0.2
TOTAL AT DECEMBER 31, 2019 0.6

Currency derivatives – internal transactional hedging

Fair value of derivatives

Maturity < 12 months Notional amount (millions of currency units)
USD 9 million vs. GBP (0.1)
USD 19 million vs. SGD 0.4
USD 12 million vs. CAD 0.4
USD 3 million vs. EUR -
TOTAL AT DECEMBER 31, 2019 0.7

The Company had no interest rate hedges at year-end.

326 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.9 Notes to the statutory financial statements

Note 7 Analysis of revenue

Analysis of revenue by business

(€ thousands) 2019 2018

Marine & Offshore 85,278 83,023
Agri-Food & Commodities 26,696 31,826
Industry 78,050 92,035
Buildings & Infrastructure 26,145 23,212
Certification 15,715 14,932
TOTAL REVENUE 231,884 245,028

Analysis of revenue by geographic area

(€ thousands) 2019 2018

Europe, Middle East & Africa (EMEA) 191,767 207,547
Americas 180 407
Asia Pacific 39,937 37,074
TOTAL REVENUE 231,884 245,028

Note 8 Net financial income (expense)

(€ thousands) 2019 2018

Financial income
Dividends 257,108 284,047
Income from other marketable securities and receivables
on non-current assets 295 274
Other interest income 48,648 28,625
Reversals of provisions 5,459 35,226
Exchange gains 92,811 29,932
Total financial income 404,321 378,104
Financial expense
Additions to provisions
Interest expense
(17,898)
(71,025)
(19,247)
(85,578)
6
Exchange losses (90,861) (27,793)
Total financial expense (179,784) (132,618)
NET FINANCIAL INCOME (EXPENSE) 224,537 245,486

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 327

6 Financial statements
6.9 Notes to the statutory financial statements

Note 9 Net exceptional income (expense)

(€ thousands) 2019 2018

Exceptional income
On management transactions 2,096 1,092
On capital transactions 28 34,534
Reversals of provisions 5,120 4,283
Total exceptional income 7,244 39,909
Exceptional expense
On management transactions (578) (1,350)
On capital transactions (53) (6,976)
Additions to provisions (1,550) (8,290)
Total exceptional expense (2,181) (16,616)
NET EXCEPTIONAL INCOME (EXPENSE) 5,063 23,293

Note 10 Income tax

Breakdown of current and exceptional income tax

2019 2018
Amount before Amount before
(€ thousands) income tax Income tax income tax Income tax
Profit from ordinary operations 289,929 5,085 312,050 (3,809)
Net exceptional income 5,063 188 23,293 (55)

Tax consolidation
In accordance with article 223 A of the French Tax Code, the Bureau Veritas Solutions, Bureau Veritas Solutions Marine &
Company is the sole Group entity liable for income tax payable in Offshore, Bureau Veritas Holding France, Bureau Veritas Holding 4,
respect of fiscal years beginning on or after January 1, 2008. Bureau Veritas Middle East, Bureau Veritas Holding 6, Bureau
Veritas Holding 7, Bureau Veritas Holding 8 and Unicar Group.
The tax consolidation group comprises:
Under tax consolidation rules, subsidiaries pay contributions in
BIVAC International, Bureau Veritas Certification France, Bureau
respect of income tax. Regardless of the tax effectively due, these
Veritas Certification Holding, Bureau Veritas Consumer Products
contributions are equal to the income tax for which the subsidiary
Services France, Bureau Veritas Services France, Bureau Veritas
would have been liable or to the net long-term capital gain for the
Construction, Bureau Veritas Exploitation, Bureau Veritas Marine
period had it been taxed as a separate entity, less all deduction
& Offshore, Bureau Veritas GSIT, Bureau Veritas International,
entitlements that would have applied to the separately taxable
Bureau Veritas Laboratoires, ECS, Transcable-Halec, LCIE,
entity.
Medi-Qual, Oceanic Développement, Bureau Veritas Services,

Deferred tax

(€ thousands) 2019 2018

Deferred tax assets 7,477 9,590
Deferred tax liabilities (38) (29)
NET DEFERRED TAX ASSETS 7,439 9,561

Deferred taxes at December 31, 2019 are presented after offsetting deferred tax assets and deferred tax liabilities relating to the same tax
entity or tax group, where applicable, and primarily comprise deferred tax on provisions for pensions and other employee benefits and on
non-deductible accrued charges.

328 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.9 Notes to the statutory financial statements

Note 11 Share-based payment

The Company has set up two types of equity-settled The Company has no legal or constructive obligation to
compensation plans: repurchase or settle the options in cash.
● stock subscription and purchase option plans; Depending on the plans, options are conditional on achieving
performance targets and the employee having completed three
● performance share plans.
years’ service, and are valid for eight to ten years after the grant
date.
The exercise price is fixed when the options are awarded and
Stock subscription and purchase option plans cannot be changed.

Description Pursuant to a decision of the Board of Directors, the Company

awarded 1,081,260 stock purchase options to certain employees
Stock subscription and purchase options are granted to senior and to the Executive Corporate Officer on June 21, 2019. The
managers and other selected employees. options granted may be exercised at a fixed price of €21.26.
Grants made under stock purchase or subscription option plans To be eligible for the stock option plans, beneficiaries must
will give rise either to the delivery of existing shares purchased on complete a minimum period of service and meet certain
the market, or to the issuance of new shares on the exercise of performance targets based on 2019 consolidated adjusted
options. operating profit and on the consolidated operating margin for
2020 and 2021.

OVERVIEW OF COMPANY STOCK OPTION PLANS AT DECEMBER 31, 2019:

Number of options
Exercise price Contribution basis
Grant date Expiration date (in euros per option) 2019 2018 (in euros per option)
07/18/2011 Plan 07/18/2019 14.42 - 117,300 0.29
12/14/2011 Plan 12/14/2019 13.28 - 78,480 0.32
07/18/2012 Plan 07/18/2020 17.54 353,146 781,546 0.87
07/22/2013 Plan 07/22/2021 21.01 747,778 854,794 0.71
07/16/2014 Plan 07/16/2022 20.28 598,618 633,088 0.60
07/15/2015 Plan 07/15/2025 20.51 994,777 1,109,738 0.83
06/21/2016 Plan 06/21/2026 19.35 271,440 335,280 0.70
06/21/2017 Plan 06/21/2027 20.65 1,071,260 1,111,260 0.51
06/22/2018 Plan 06/22/2028 22.02 1,031,000 1,069,000 0.82
06/21/2019 Plan 06/21/2029 21.26 1,057,860 - 0.70
NUMBER OF SHARES AT DECEMBER 31 6,125,879 6,090,486

Performance share plans

Description
Performance shares were awarded to senior managers and other
selected employees, which will require the Group to buy back its
shares on the market or to issue new shares. Depending on the
plan, performance shares are generally conditional on completing
operating profit and the consolidated adjusted operating margin
for 2020 and 2021.
Pursuant to a decision of the Board of Directors, the Company also
6
awarded 800,000 performance shares to the Executive Corporate
three years of service and achieving performance targets based on
Officer on July 22, 2013. The conditions for the share award were
adjusted consolidated operating profit for the year of the award
amended pursuant to a decision of the Board of Directors of
and on the consolidated adjusted operating margin for the
December 11, 2015 and the shares are now subject to a minimum
following two years
service period of nine years as Executive Corporate Officer,
Pursuant to a decision of the Board of Directors, the Company followed by a two-year mandatory holding period, and a
awarded 1,286,455 performance shares to certain employees and performance target based on the Total Shareholder Return (TSR).
to the Executive Corporate Officer on June 21, 2019. To be TSR is an indicator of the profitability of the Company’s shares
eligible for the performance share plans, beneficiaries must over a given period, taking into account the dividend and any
complete a minimum period of service and meet certain market share price gains.
performance targets based on 2019 consolidated adjusted

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 329

6 Financial statements
6.9 Notes to the statutory financial statements

OVERVIEW OF COMPANY PERFORMANCE SHARE PLANS AT DECEMBER 31, 2019:

Number of shares
Contribution basis
Grant date Expiration date 2019 2018 (in euros per option)
07/22/2013 Plan 07/22/2022 720,000 720,000 1.73
07/15/2015 Plan 07/15/2019 986 476,593 4.95
06/21/2016 Plan 06/21/2019 336 451,772 3.87
06/21/2017 Plan 06/21/2020 1,042,662 1,115,462 4.16
06/22/2018 Plan 06/22/2021 1,103,650 1,161,640 4.60
06/21/2019 Plan 06/21/2022 1,275,845 - 4.65
NUMBER OF SHARES AT DECEMBER 31 4,143,479 3,925,467

Performance shares and stock options Impact of share-based payment plans on the
awarded to beneficiaries not directly employed Company’s financial statements
by the Company
In 2019, the Company recognized a total expense of €4.4 million
For plans giving rise to deliveries of shares purchased on the (€12.7 million in 2018) in respect of share-based payment plans
market, the Company bears the cost of performance shares and giving rise to deliveries of shares purchased on the market. The
stock options granted under these plans to beneficiaries not expense reflects the cost of the shares, estimated based on the
directly employed by the Company. price of the purchases made since 2013 and the closing share
price at December 31, 2019. In 2018, the expense reflected
In parallel, the Company continues to implement a procedure purchases made since 2013 and the closing share price at
under which the cost of the awards made to these beneficiaries December 31, 2018.
are rebilled to the Group companies employing them. An amount
of €16.3 million (€17.2 million in 2018) was billed in 2019 in At December 31, 2019, the liability (amount payable to
respect of performance shares delivered or options exercised. employees) amounted to €52.4 million (end-2018: €66.7 million).
At December 31, 2019, the Company held 4,264,021 of its own
shares for delivery under stock option and performance share
plans. These shares are shown on a separate asset line in the
balance sheet for €88.0 million (€119.9 million at end-2018).

Note 12 Employees

2019 2018
Employees 2,085 1,985

330 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.10 Additional information regarding Bureau Veritas in view of the approval of the 2019 financial statements

6.10 Additional information regarding

Bureau Veritas in view of the approval
of the 2019 financial statements
6.10.1 Activity and results of the parent company
(in €) 2019 2018
Revenue 231,884,057.24 245,027,559.24
Operating profit 65,392,029.81 66,563,753.71
Net exceptional income 5,062,930.97 23,293,475.31
Net profit 289,718,515.11 339,206,682.98
Equity 1,429,177,817.91 1,194,503,377.13

The bases of measurement used to prepare the annual statutory financial statements are identical to those adopted in previous years.

6.10.2 Recommended appropriation of 2019 net profit

The Board of Directors informs the shareholders that net profit for However, in accordance with section 2 of article 200A of the
the year ended December 31, 2019 was €289,718,515.11. The French Tax Code, these individual shareholders may also opt to be
Board will recommend appropriating an amount of €108,723.46 taxed at the income tax rate. In this case and in accordance with
to the legal reserve, which stood at €5,316,392.40 as of section 3, paragraph 2° of article 158 of the French Tax Code,
December 31, 2019, (compared to share capital of they will be eligible for a 40% tax deduction on the amount of any
€54,251,158.56), in order to raise said reserve to one-tenth of the dividends.
share capital in accordance with the applicable law.
In any event, Bureau Veritas will withhold 12.8% at source from
Based on retained earnings of €630,962,213.17, the Company’s the gross amount of the dividend (increased by social
distributable profit therefore amounts to €920,572,004.82. The contributions at the rate of 17.2%, i.e., a total of 30%). The 12.8%
Board will recommend the following profit appropriation to withholding at source is an advance income tax payment and will
shareholders: therefore be deductible from the income tax due by the
beneficiary in 2021 based on the income received in 2020.
● a dividend of €0.56 per share, representing a total amount of
€253,172,073.28 based on the number of shares making up Shareholders will be asked to approve that any dividends unable
the share capital at December 31, 2019 (452,092,988 shares); to be paid on treasury shares will be allocated to “Retained
earnings”. More generally, in the event of a change in the number
● the balance of €667,399,931.54 to be allocated to “Retained
of shares carrying dividend rights, it will be recommended that the

6
earnings”.
overall amount of said dividend be adjusted accordingly and the
In accordance with section 1 A, paragraph 1° of article 200A of amount allocated to “Retained earnings” be determined on the
the French Tax Code (Code général des impôts), dividends received basis of the dividend actually paid.
by individual shareholders who are resident in France for tax
purposes are subject to a 12.8% withholding tax.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 331

6 Financial statements
6.10 Additional information regarding Bureau Veritas in view of the approval of the 2019 financial statements

Dividend payouts over the last three financial years

The following dividends were paid over the last three financial years:

Year Total amount distributed Number of shares concerned Dividend per share(a)
2016 €239,794,093.00 435,989,260 €0.55(b)
2017 €243,678,388.80 435,139,980 €0.56(c)
2018 €244,260,858.80 436,180,105 €0.56(d)
(a) In accordance with article 243 bis of the French Tax Code, these dividends entitle the shareholders to the 40% deduction referred to in article 158, section 3 (2°)
of the French Tax Code.
(b) The dividend per share was paid during 2017.
(c) The dividend per share was paid during 2018.
(d) The dividend per share was paid during 2019.

The dividend distribution policy is set out in section 7.9.2 – Dividend policy of this Universal Registration Document.

6.10.3 Total sumptuary expenditure and related tax

In accordance with the provisions of article 223 quater of the French Tax Code, it should be noted that the Company’s financial statements
for the year ended December 31, 2019 take into account an amount of €98,234 in non-deductible expenditure within the meaning of
article 39-4 of the French Tax Code, resulting in a tax effect of €33,825.24. This non-deductible expenditure will be submitted to the
Shareholders’ Meeting for approval.

6.10.4 Subsidiaries and affiliates

The table illustrating the Company’s subsidiaries and affiliates can be found in Note 2 to the statutory financial statements, included in
section 6.9 of this Universal Registration Document.

332 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.10 Additional information regarding Bureau Veritas in view of the approval of the 2019 financial statements

6.10.5 Five-year financial summary

(€ thousands, except per-share data expressed
in euros) 2019 2018 2017 2016 2015
I – Financial position
a) Share capital(a) 54,251 53,066 53,040 53,040 53,040
b) Number of shares issued 452,092,988 442,216,000 442,000,000 442,000,000 442,000,000
c) Number of bonds convertible into shares - - - - -
II – Comprehensive income from
operations
a) Revenue excluding taxes 231,884 245,028 268,388 950,481 952,763
b) Profit before taxes, depreciation,
301,927 325,187 252,009 446,260 358,454
amortization, impairment and provisions
c) Income tax 5,273 (3,864) (27,192) 66,790 42,495
d) Profit after taxes, depreciation,
289,719 339,207 287,321 382,063 279,221
amortization, impairment and provisions
e) Distributed profit(b) 253,172 244,261 243,678 239,794 222,771
III – Earnings per share data
a) Profit after taxes, but before depreciation,
0.66 0.74 0.63 0.86 0.71
amortization, impairment and provisions
b) Profit after taxes, depreciation,
0.64 0.77 0.65 0.86 0.63
amortization, impairment and provisions
c) Net dividend per share(b) 0.56 0.56 0.56 0.55 0.51
IV – Personnel costs
a) Number of employees 2,085 1,985 2,015 8,581 8,523
b) Total payroll 99,918 109,328 123,332 396,496 402,571
(a) In 2019, the share capital comprised 452,092,988 shares, each with a par value of €0.12.
(b) The dividend for 2019 will be recommended to shareholders at the Annual Shareholders’ Meeting held to approve the financial statements for the year ended
December 31, 2019.

6.10.6 Information regarding payment terms

Since December 1, 2008, the Company has applied the provisions of France’s law on economic modernization (“LME”) and paid its suppliers
within 60 days of the date invoices are issued. Contracts with suppliers and payments have been adapted accordingly.
In accordance with articles L. 441-6-1 and D. 441-4 of the French Commercial Code (Code de commerce), outstanding incoming or outgoing
invoices that have not been paid and are past due, according to legal or contractual terms of the relevant third party, break down as
follows:

Breakdown of payment terms

Excluded

6
0 days 91+ days Total 1+ invoices
Incoming invoices late 1-31 days 31-60 days 61-90 days late days (disputes)
Number of invoices 2 88 23 11 34 156 30
Amount excl. VAT 2,029 124,341,303 52,716 43,500 3,083 124,440,602 2,095,132
%/TOTAL PURCHASES EXCL. VAT DURING
0.00% 76.68% 0.03% 0.03% 0.00% 76.74% 1.29%
THE YEAR

Breakdown of payment terms

0 days
Outgoing invoices late 1-31 days 31-60 days 61-90 days 91+ days late Total 1+ days
Number of invoices - 122 4 76 427 629
Amount excl. VAT - 17,847,379 30,479 8,917,852 31,931,042 58,726,752
%/TOTAL REVENUE EXCL. VAT DURING
- 8.17% 0.01% 4.08% 14.62% 26.88%
THE YEAR

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 333

6 Financial statements
6.11 Statutory Auditors’ report on the financial statements

6.11 Statutory Auditors’ report on the

financial statements
This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of
English-speaking readers. This report includes information specifically required by European regulations or French law, such as information
about the appointment of Statutory Auditors. This report should be read in conjunction with, and construed in accordance with, French law
and professional auditing standards applicable in France.

For the year ended December 31, 2019

To the Shareholders,

Opinion
In compliance with the engagement entrusted to us by your Shareholders’ Meeting, we have audited the accompanying financial
statements of Bureau Veritas for the year ended December 31, 2019.
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 at
December 31, 2018 and of the results of its operations for the year then ended in accordance with French accounting principles.
The audit opinion expressed above is consistent with our report to the Audit & Risk Committee.

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 these standards are further described in the “Responsibilities of the Statutory Auditors relating to the audit of the
financial statements” section of our report.

Independence
We conducted our audit engagement in compliance with the independence rules applicable to us for the period from January 1, 2019 to the
date of our report and in particular we did not provide any non-audit services prohibited by article 5(1) of Regulation (EU) No. 537/2014 or
the French Code of Ethics (Code de déontologie) for Statutory Auditors.

Justification of assessments – Key audit matters

In accordance with the provisions of articles L. 823-9 and R. 823-7 of the French Commercial Code (Code de commerce) relating to the
justification of our assessments, we bring to your attention the key audit matters relating to the risks of material misstatement that, in our
professional judgment, were most significant in the audit of the financial statements, as well as how our audit addressed such risks.
These matters were addressed as part of our audit of the financial statements as a whole, and therefore contributed to the opinion we
formed as expressed above. We do not provide a separate opinion on specific items of the financial statements.

Measurement of equity investments and loans and advances to subsidiaries

Description of risk
As stated in Note 2 to the financial statements, equity investments represented a net amount of €2,034 million in the balance sheet for the
year ended December 31, 2019. Loans and advances to subsidiaries stood at €1,348.8 million.
Investments in subsidiaries are carried in the balance sheet at acquisition cost and may be impaired if their value in use falls below their
gross value.
As indicated in the “Summary of significant accounting policies” section of the notes to the financial statements under “Long-term
investments”, management generally estimates the value in use of these investments based on the Company’s share in their net book
assets, adjusted where appropriate to take account of forecast data, such as that relating to the profitability outlook.
Estimating the value in use therefore requires management to exercise judgement when selecting the inputs to be taken into account for
each investment.

334 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.11 Statutory Auditors’ report on the financial statements

Accordingly, due to the inherent uncertainty of certain inputs of the estimation, in particular the likelihood of achieving projections, we
deemed the measurement of equity investments and loans and advances to subsidiaries to be a key audit matter.

How our audit addressed this risk

Our work consisted primarily in verifying that the estimated values in use determined by management were based on an appropriate
measurement method and underlying quantitative data.
For measurements based on historical data, we verified that the equity values used were consistent with the financial statements of the
entities concerned, and that any adjustments to equity were based on documentary evidence.
For measurements based on projected data, we analyzed the cash flow and operating projections of the entities concerned resulting from
their budgets, as prepared under the aegis of management.
In addition to assessing the value in use of the equity investments, our work also consisted in reviewing the recoverability of the related
loans and advances in accordance with the analyses conducted of equity investments.

Specific verifications
In accordance with professional standards applicable in France, we have also performed the specific verifications required by applicable
laws and regulations.

Information given in the management report and in the other documents provided to the shareholders with respect to
the Company’s financial position and the financial statements
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 provided to the shareholders with respect to the Company’s
financial position and the financial statements.
We attest to the fair presentation and consistency with the financial statements of the information given with respect to payment terms
referred to in article D. 441-4 of the French Commercial Code.

Report on corporate governance

We attest that the Board of Directors’ report on corporate governance sets out the information required by articles L. 225-37-3 and
L. 225-37-4 of the French Commercial Code.
Concerning the information given in accordance with the requirements of article L. 225373 of the French Commercial Code relating to
remuneration and benefits received by or awarded to Corporate Officers 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 the Company from companies controlled by it and included within the scope of consolidation.
Based on this work, we attest to the accuracy and fair presentation of this information.
Concerning the information given in accordance with the requirements of article L. 225-37-5 of the French Commercial Code relating to
those items the Company has deemed liable to have an impact in the event of a takeover bid or exchange offer, we have verified its
consistency with the underlying documents that were disclosed to us. Based on this work, we have no matters to report with regard to this
information.

Other information
In accordance with French law, we have verified that the required information concerning the identity of the shareholders and holders of the
voting rights has been properly disclosed in the management report.

Information resulting from other legal and regulatory requirements 6

Appointment of the Statutory Auditors
We were appointed Statutory Auditors of Bureau Veritas by the Shareholders’ Meetings held on June 25, 1992 for PricewaterhouseCoopers
Audit and on May 17, 2016 for Ernst & Young Audit.
At December 31, 2019, PricewaterhouseCoopers Audit was in the 28th year of total uninterrupted engagement and the 13th year since the
securities of the Company were admitted to trading on a regulated market, and Ernst & Young Audit was in the fourth year of total
uninterrupted engagement.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 335

6 Financial statements
6.11 Statutory Auditors’ report on the financial statements

Responsibilities of management and those charged with governance for the financial statements
Management is responsible for preparing financial statements giving a true and fair view in accordance with French accounting principles,
and for implementing the internal control procedures it deems necessary for the preparation of financial statements that are free of
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 expects to liquidate
the Company or to cease operations.
The Audit & Risk Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk
management systems, as well as, where applicable, any internal audit systems, relating to accounting and financial reporting procedures.
The financial statements were approved by the Board of Directors.

Responsibilities of the Statutory Auditors relating to the audit of the financial statements
Objective 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 of 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 taken on the basis of these consolidated financial statements.
As specified in article L. 823-10-1 of the French Commercial Code, our audit does not include assurance on the viability or quality of
management of the company.
As part of an audit conducted in accordance with professional standards applicable in France, the Statutory Auditors exercise professional
judgment throughout the audit.
They also:
● identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform
audit procedures responsive to those risks, and obtain audit evidence considered to be sufficient and appropriate to provide a basis for
their 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;
● obtain 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;
● evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management and the
related disclosures in the notes to the financial statements;
● assess 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 the audit report. However, future
events or conditions may cause the Company to cease to continue as a going concern. If the Statutory Auditors conclude that a material
uncertainty exists, they are required to draw attention in the audit report to the related disclosures in the annual financial statements or,
if such disclosures are not provided or are inadequate, to issue a qualified opinion or a disclaimer of opinion;
● evaluate the overall presentation of the financial statements and assess whether these statements represent the underlying
transactions and events in a manner that achieves fair presentation.

336 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Financial statements
6.11 Statutory Auditors’ report on the financial statements

Report to the Audit & Risk Committee

We submit a report to the Audit & Risk Committee 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 any significant deficiencies in internal control that we have
identified regarding the accounting and financial reporting procedures.
Our report to the Audit & Risk Committee includes the risks of material misstatement that, in our professional judgement, were the most
significant for the audit of the financial statements and which constitute the key audit matters that we are required to describe in this
report.
We also provide the Audit & Risk 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 defined in particular in articles L. 822-10 to L. 822-14 of the French
Commercial Code and in the French Code of Ethics for Statutory Auditors. Where appropriate, we discuss any risks to our independence and
the related safeguard measures with the Audit & Risk Committee.

Neuilly-sur-Seine and Paris-La Défense, March 17, 2020

The Statutory Auditors

French original signed by:

PricewaterhouseCoopers Audit ERNST & YOUNG Audit

François Guillon Nour-Eddine Zanouda

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 337

6 Financial statements
6.11 Statutory Auditors’ report on the financial statements

338 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 7
INFORMATION ON THE COMPANY AND THE CAPITAL

7.1 General information 340 AFR 7.7 Share capital and voting rights 346
7.7.1 Share capital 346
7.2 Simplified Group organization chart 7.7.2 Securities not representing capital 346
at December 31, 2019 341 7.7.3 Acquisition of treasury shares 346
7.7.4 Other securities giving access to the share
AFR 7.3 Main subsidiaries in 2019 342 capital of the Company 348
7.4 Intra-group agreements 344 7.7.5 Conditions governing vesting rights or any
obligations attached to capital subscribed
but not fully paid up 348
7.5 Industrial franchise, brand royalties 7.7.6 Pledges 348
and expertise licensing agreements
7.7.7 Changes in the share capital 349
and central services 344
AFR 7.8 Ownership structure 350
7.6 Related-party transactions and Statutory 7.8.1 Group ownership structure 350
Auditors’ special report on related-party
7.8.2 Agreements that may lead to a change
agreements and commitments 345
in control 352
7.6.1 Principal related-party transactions 345
AFR 7.9 Stock market information 352
7.6.2 Statutory Auditors’ special report
on related-party agreements and 7.9.1 The Bureau Veritas share 352
commitments 345 7.9.2 Dividend policy 352
7.9.3 Share trends 353

7.10 Articles of incorporation and by-laws 354

Components of the Annual Financial Report are identified in this table of contents with the sign AFR

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 339

7 Information on the Company and the capital
7.1 General information

7.1 General information

Corporate name
Bureau Veritas SA

Registered office
Immeuble Newtime
40/52, boulevard du Parc
92200 Neuilly-sur-Seine - France
Tel: +33 (0)1 55 24 70 00
Fax: +33 (0)1 55 24 70 01

Registration place and number

Bureau Veritas is registered with the Nanterre Trade and Companies Register (Registre du commerce et des sociétés) under
number 775 690 621. The Company’s APE Code, which identifies the type of business it carries out, is 7120B, corresponding to the
business of technical analyses, testing and inspections. The Company’s Legal Entity Identifier (LEI) is 969500TPU5T3HA5D1F11.

Date of incorporation and term

The Company was incorporated on April 2 and 9, 1868, by Maître Delaunay, notary in Paris. Its incorporation will expire, unless wound up or
extended by an Extraordinary Shareholders’ Meeting in accordance with the law and the Company’s by-laws, on December 31, 2080.

Legal form and applicable legislation

The Company is a joint stock company (société anonyme) under French law with a Board of Directors and is subject to the provisions of
Book II of the French Commercial Code (Code de commerce) applicable to commercial companies and to any other legal or regulatory
provisions applicable to commercial companies and to its by-laws.

Accounting period
From January 1 to December 31 each year.

Website
The Company’s website can be accessed at the following address: https://group.bureauveritas.com.
The information provided on the Company’s website is not an integral part of this Universal Registration Document unless it is referenced in
the latter.

340 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Information on the Company and the capital
7.2 Simplified Group organization chart at December 31, 2019

7.2 Simplified Group organization chart

at December 31, 2019

BUREAU VERITAS SA

100% 100% 100%

Bureau Veritas Bureau Veritas Bureau Veritas

Holdings, Inc. International Services France SAS
SAS
Bureau Veritas 100%
Bureau Veritas
Consumer Products 100% 100% Hong Kong Ltd.
Services (Hong Kong)
Limited Taoyuan Branch Bureau Veritas
EMG Holding Exploitation SAS
100% Corp.
Bureau Veritas Bureau Veritas
Consumer Products Nederland
85% 100%
Services Shanghai Holding B.V.
Primary Integration Co Ltd.
Acquisition Co
100%
Inspectorate
International Ltd. BIVAC International
Fujairah 100% 99.99% SA
(Branch Office)
100%

Bureau Veritas BIVAC B.V.

UK Ltd. 100%

Direct holding
Indirect holding

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 341

7 Information on the Company and the capital
7.3 Main subsidiaries in 2019

7.3 Main subsidiaries in 2019

The Group is made up of Bureau Veritas SA and its branches and A description of the 14 main direct and indirect Bureau Veritas SA
subsidiaries. At the head of the Group, Bureau Veritas SA owns subsidiaries is provided below.
holdings in various companies in France and elsewhere. In addition
The selected subsidiaries met at least one of the following
to its activity as a holding company, it also engages in its own
five criteria during one of the last two financial years: i) the entity
business activity through branches outside France.
represented at least 5% of consolidated equity; ii) the entity
Bureau Veritas SA recorded revenue of €231.9 million in 2019. represented at least 5% of consolidated net profit; iii) the entity
represented at least 5% of consolidated revenue; and iv) the
The main cash flows between Bureau Veritas SA and its
entity represented at least 5% of total consolidated assets.
consolidated subsidiaries relate to brand royalties and technical
royalties, centralized cash management and invoicing of relevant Most of these are holding companies for the Group’s businesses in
amounts for insurance coverage. The main cash flows between each country. A description of the business activities of the
Bureau Veritas SA and its subsidiaries are also presented in the operational subsidiaries is also provided. A list of
special reports of the Statutory Auditors on related-party Bureau Veritas SA subsidiaries is included in Note 38 – Scope of
agreements, which are set out in section 7.6 – Related-party consolidation to the 2019 consolidated financial statements, in
transactions of this Universal Registration Document. Chapter 6 – Financial Statements of this Universal Registration
Document.
The Group had 516 legal entities at December 31, 2019 (521 at
December 31, 2018), reflecting efforts to streamline the Group
that resulted in a reduction of 22 entities and the
creation/acquisition of 17 new entities during the year.

Bureau Veritas Holdings, Inc.

Bureau Veritas Holdings, Inc. is a US-based company incorporated in 1988 whose registered office is located at 1601 Sawgrass Corporate
Parkway, Ste 400, Fort Lauderdale, FL 33323, United States. As a holding company that is directly wholly-owned by Bureau Veritas SA, its
corporate purpose is to hold the Group’s interests in the North American subsidiaries.

EMG Holding Corp.

EMG is a US-based company incorporated in 2018 whose registered office is located at 1601 Sawgrass Corporate Parkway, Ste 400, Fort
Lauderdale, FL 33323, United States. It is a wholly-owned subsidiary of Bureau Veritas Holdings, Inc. (United States) and its corporate
purpose is to act as a holding company for EMG Subsidiary Corporation.

Bureau Veritas Exploitation SAS

Bureau Veritas Exploitation SAS is a French company incorporated in 2012 whose registered office is located at 8, Cours du Triangle,
92800 Puteaux, France. The company is wholly-owned by Bureau Veritas Services France SAS, and provides services in the Building,
Infrastructure and Civil Engineering, Industry and Equipment sectors. In 2019, it contributed €443 million to consolidated revenue.

BIVAC International SA
BIVAC International SA is a French joint stock company (société anonyme) whose registered office is located at 8, Cours du Triangle,
92800 Puteaux, France. It was incorporated in 1991 as a holding company and headquarters for the Government services business. It is a
99.99%-owned subsidiary of Bureau Veritas International SAS.

342 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Information on the Company and the capital
7.3 Main subsidiaries in 2019

Bureau Veritas Inspection Valuation Assessment

and Control Rotterdam – BIVAC BV
Bureau Veritas Inspection Valuation Assessment and Control Rotterdam – BIVAC BV is a Dutch company incorporated in 1984 whose
registered office is located at Boompjes 40, 3011 XB Rotterdam, Netherlands. A wholly-owned subsidiary of BIVAC International SA, its
main business is to manage support operations for Government services. BIVAC BV contributed €47 million to consolidated revenue in
2019.

Bureau Veritas International SAS

Bureau Veritas International SAS is a French simplified joint stock company (société par actions simplifiée) whose registered office is located
at 8 Cours du Triangle, 92800 Puteaux, France. The company was incorporated in 1977. It is a holding company that controls several
foreign subsidiaries and is a wholly-owned subsidiary of Bureau Veritas SA.

Bureau Veritas Hong Kong Ltd.

Bureau Veritas Hong Kong Ltd. is a Chinese company incorporated in 2004 whose registered office is located at 7F Octa Tower, 8 Lam Chak
Street, Kowloon Bay, Kowloon, Hong Kong. Bureau Veritas Hong Kong Ltd. is a wholly-owned subsidiary of Bureau Veritas International SAS
and has subsidiaries in Asia. Apart from its activity as a holding company, it carries out operational activities and contributed €178 million to
consolidated revenue in 2019.

Bureau Veritas UK Ltd.

Bureau Veritas UK Ltd. is a British company incorporated in October 1983 whose registered office is located at Suite 206, Fort Dunlop, Fort
Parkway, Birmingham B24 9FD, West Midlands, United Kingdom. Bureau Veritas UK Ltd. is a wholly-owned subsidiary of Bureau Veritas UK
Holdings Ltd. The company provides electrical and mechanical inspection and testing services through its Compliance Management division,
inspection and verification services for companies operating in the oil, gas and power industries through its Industry division, and health,
safety and environmental assessments and solutions through its BV Solutions division. It contributed €88 million to consolidated revenue in
2019.

Bureau Veritas Services France SAS

Bureau Veritas Services France SAS is a French company incorporated in 1981 whose registered office is located at 8 Cours du Triangle,
92800 Puteaux, France. The company is wholly-owned by Bureau Veritas Services SAS. It provides services and support to the Group’s
French and Monaco-based companies and holds several equity interests in France.

Bureau Veritas Nederland Holding BV

Bureau Veritas Nederland Holding BV is a Dutch company incorporated in 2009 whose registered office is at Boompjes 40, 3011 XB
Rotterdam, Netherlands. It is wholly-owned by Bureau Veritas International SAS and is a holding company that owns holdings in the
Netherlands and other countries.

Bureau Veritas Consumer Products Services Shanghai Co. Ltd. 7

Bureau Veritas Consumer Products Services Shanghai Co. Ltd. is a Chinese company incorporated in 1996 whose registered office is
located at 168, Guanghua Road, Minhang District, 201108 Shanghai, China. The company, which is 85%-owned by Bureau Veritas
Consumer Products Services Hong Kong Ltd., provides laboratory testing and inspection services for textiles and other consumer products
(cosmetics, food, agricultural products, etc.). It contributed €70 million to consolidated revenue in 2019.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 343

7 Information on the Company and the capital
7.4 Intra-group agreements

Bureau Veritas Consumer Products Services (Hong Kong)

Limited Taoyuan Branch
Bureau Veritas Consumer Products Services (Hong Kong) Limited Taoyuan Branch was created in 2007 and has its registered office at 1 F.
No. 152, Wen Hwa 5th RD Kwei Shan Hsiang, 333 Taoyuan Hsiang, Taiwan. The company, which is 100%-owned by Bureau Veritas
Consumer Products Services Hong Kong Ltd., provides certification and testing services for electrical and electronic goods. It contributed
€50 million to consolidated revenue in 2019.

Inspectorate International Ltd. Fujairah (Branch office)

Inspectorate International Ltd. Fujairah (Branch office) is a UAE company incorporated in 2005 whose registered office is at Kanoo Maritime
Centre, Port of Fujairah, PO Box 4828, Fujairah, United Arab Emirates. Wholly-owned by Inspectorate International Ltd., the company
provides chemical and biological analysis services and contributed €9 million to consolidated revenue in 2019.

Primary Integration Acquisition Co.

Primary Integration Acquisition Co. is a US-based company incorporated in 2017 whose registered office is located at 1601 Sawgrass
Corporate Parkway, Fort Lauderdale, FL 33323, United States. It is wholly-owned by Bureau Veritas Holdings, Inc. and its purpose is to act
as a holding company for Primary Integration Solutions, Inc.

7.4 Intra-group agreements

Under the Group’s cash pooling arrangement, subsidiaries transfer any surplus funds to a central account. If needed, they can take out loans
from the Company. Subsidiaries may not invest surplus funds with or borrow funds from any other entity without the Company’s consent.
Intra-group loans are governed by cash management agreements between the Company and each French and non-French subsidiary.

7.5 Industrial franchise, brand royalties

and expertise licensing agreements
and central services
The Group has signed central services and industrial franchise or brand licensing agreements with most of its subsidiaries, generally in the
form of framework agreements.
The aim of these agreements is to make Bureau Veritas SA’s industrial property available to Group entities and provide technical and
administrative services to subsidiaries.
The use of industrial property and technical services rendered is paid in the form of royalties calculated based on a percentage of
third-party revenues, which may vary depending on the activities carried out by the subsidiaries.
The use of central services is paid based on the cost of the services rendered plus an arm’s length profit margin.

344 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Information on the Company and the capital
7.6 Related-party transactions and Statutory Auditors’ special report on related-party agreements and commitments

7.6 Related-party transactions

and Statutory Auditors’ special
report on related-party agreements
and commitments
7.6.1 Principal related-party transactions
A detailed description of the intra-group contracts and other related-party transactions is set out in section 7.4 – Intra-group agreements,
in this chapter, and in Note 35 to the consolidated financial statements – Related-party transactions, included in section 6.6 of this
Universal Registration Document.

7.6.2 Statutory Auditors’ special report on related-party

agreements and commitments
This is a free translation into English of the Statutory Auditors’ special report on related party agreements and commitments 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 auditing standards applicable in France.

Shareholders’ Meeting for the approval of the financial statements for the year ended December 31, 2019
To the Shareholders,
In our capacity as Statutory Auditors of Bureau Veritas, we hereby report to you on related-party agreements.
It is our responsibility to report to shareholders, based on the information provided to us, on the main terms and conditions of, and the reasons
for, the agreements that have been disclosed to us or that we may have identified as part of our engagement, without commenting on their
relevance or substance or identifying any undisclosed agreements. Under the provisions of article R. 225-31 of the French Commercial Code
(Code de commerce), it is the responsibility of the shareholders to determine whether the agreements are appropriate and should be approved.
Where applicable, it is also our responsibility to provide you with the information required by article R. 225-31 of the French Commercial
Code in relation to the implementation during the year of agreements already approved by the Shareholders’ Meeting.
We performed the procedures that we deemed necessary in accordance with professional standards applicable in France to such
engagements.

Agreements submitted for the approval of the Shareholders’ Meeting

We were not informed of any agreements authorized and entered into during the year to be submitted for approval at the Shareholders’
Meeting pursuant to the provisions of article L.225-38 of the French Commercial Code.

Agreements already approved by the Shareholders’ Meeting

We were not informed of any agreements already approved by the Shareholders’ Meeting that were implemented during the year.

Neuilly-sur-Seine and Paris-La Défense, March 17, 2020

The Statutory Auditors
7
French original signed by:

PricewaterhouseCoopers Audit ERNST & YOUNG Audit

François Guillon Nour-Eddine Zanouda

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 345

7 Information on the Company and the capital
7.7 Share capital and voting rights

7.7 Share capital and voting rights

7.7.1 Share capital
Change in share capital during the year ended December 31, 2019
At December 31, 2018, the share capital amounted to The Company’s share capital also changed over the course of
€53,065,920 and was divided into 442,216,000 shares with a par 2019, following the decision allowing shareholders to opt for
value of €0.12 each. The total number of theoretical voting rights payment of the dividend in shares, as approved by the
amounted to 608,314,450 and the number of exercisable voting Shareholders’ Meeting of May 14, 2019. The creation of
rights totaled 601,988,367. 9,943,269 new shares was noted by the Chairman of the Board of
Directors on June 7, 2019 upon expiry of the option period.
At December 31, 2019, the share capital amounted to
€54,251,158.56 and was divided into 452,092,988 shares with a The increase in share capital resulting from the exercise of stock
par value of €0.12 each. subscription options in 2019 was noted by the Board of Directors
at its meetings held on July 24, 2019 and February 26, 2020.
The Company’s share capital changed over the course of 2019
with the issuance of 153,931 shares following the exercise of At December 31, 2019, the total number of theoretical voting
share subscription options. rights amounted to 618,089,695 and the number of exercisable
voting rights totaled 613,699,756.

7.7.2 Securities not representing capital

At December 31, 2019, the Company had not issued any securities that do not represent capital.

7.7.3 Acquisition of treasury shares

The following paragraphs cite the information to be provided in accordance with article L. 225-211 of the French Commercial Code and
describe, in accordance with the provisions of articles 241-1 et seq. of the General Regulations of the French financial markets authority
(Autorité des marchés financiers – AMF), the share buyback program approved by the Annual Shareholders’ Meeting of May 14, 2019.

Current share buyback program adopted at the Shareholders’ Meeting held on May 14, 2019
In accordance with the provisions of articles L. 225-209 et seq. of (or similar scheme) in accordance with the provisions of the law
the French Commercial Code and with Regulation (EU) and particularly articles L. 3332-1 et seq. of the French Labor
No. 596/2014 of the European Parliament and of the Council Code (Code de travail), and any free share grants under the
dated April 16, 2014, as well as any other provisions that may provisions of articles L. 225-197-1 et seq. of the French
apply, the 11th resolution of the Annual Shareholders’ Meeting held Commercial Code, and to carry out any hedging to cover these
on May 14, 2019 authorized the Board of Directors (with the transactions under applicable legal and regulatory conditions;
option to delegate further) to purchase or have the Company and/or
purchase a total number of the Company’s ordinary shares not
● remit shares in the event of the issue or the exercise of the
exceeding 10% of the share capital of the Company at any time, in
rights attached to securities giving immediate and/or future
order to:
access to the share capital of the Company by repayment,
● ensure the liquidity of and make a market in Bureau Veritas conversion, exchange, presentation of a warrant or in any other
shares via an investment services provider acting independently manner; and/or
and on behalf of the Company without being influenced by the
● hold and subsequently remit shares (for exchange, payment or
Company, under a liquidity agreement that complies with a
other) as part of acquisitions, mergers, spin-offs or
Code of Ethics recognized by the AMF, or any other applicable
contributions, it being understood that in such a case, the
law or regulation; and/or
bought back shares may not at any time exceed 5% of the
● implement any Company stock option plan under the provisions share capital of the Company, this percentage being applied to
of articles L. 225-177 et seq. of the French Commercial Code or a share capital figure adjusted to reflect any transactions that
any similar plan, any share grant or transfer to employees as take place after this Shareholders’ Meeting that affect total
part of a profit-share plan or any company or group savings plan capital; and/or

346 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Information on the Company and the capital
7.7 Share capital and voting rights

● cancel all or some of the ordinary shares acquired under the calculation of the 10% limit shall be equal to the number of shares
conditions set out in article L. 225-209, paragraph 2 of the bought less the number resold within the time period of
French Commercial Code and pursuant to the authorization to authorization.
reduce the share capital granted by the Shareholders’ Meeting
The maximum unit purchase price is set at €45 (excluding
of May 14, 2019 in its 23rd resolution (or any subsequent
transaction costs) and the maximum amount allocated for the
resolution with the same purpose); and/or
share buyback program is set at €1,989,972,000 (excluding
● implement any market practice that is or may be allowed by transaction costs), corresponding to a maximum of
the market authorities; and/or 44,221,600 shares purchased on the basis of the aforementioned
maximum unit purchase price and the number of shares
● carry out transactions for any other purpose that is or may be
comprising the Company’s share capital at December 31, 2018.
authorized by the laws or the regulations in force. In such a
case, the Company shall inform the shareholders by way of a This authorization, granted for a period of 18 months as from the
press release or any other form of communication required by Shareholders’ Meeting of May 14, 2019, rendered ineffective from
the regulations in force. the same date the unused portion of the authorization granted to
the Board of Directors by the Shareholders’ Meeting of May 15,
It should be noted that (i) the 10% limit applies to the amount of
2018 under the terms of its fourteenth resolution.
the Company’s share capital that may be adjusted to take into
account transactions subsequent to the Shareholders’ Meeting of Under this share buyback program and the program authorized by
May 14, 2019 that may affect the share capital, and (ii) when the Shareholders’ Meeting of May 15, 2018, the Company carried
shares are bought back to increase liquidity, in accordance with out a number of share transfers and buybacks in 2019, as
the conditions specified by the General Regulations of the AMF, described below.
the number of shares taken into account in the aforementioned

Transfer and buyback of treasury shares during 2019

During 2019, the Company maintained the liquidity agreement At December 31, 2019, the Company held a total of 4,394,939
entrusted to Exane BNP Paribas on February 8, 2008, under which treasury shares representing approximately 0.97% of its share
3,647,057 shares were purchased at an average price of €21.425 capital, with a carrying amount of €91,085,269 and a par value of
and 3,709,302 shares were sold at an average price of €21.416. €527,392.68.
At December 31, 2019, there were 130,898 shares held under the
Of these 4,394,939 shares held by the Company at
liquidity agreement and the available balance stood at
€5,775,266. December 31, 2019, 130,898 shares are allocated to the liquidity
agreement, with the rest, i.e., 4,264,041 shares, earmarked for
In 2019, the Company remitted 1,624,159 shares to beneficiaries stock option plans or other share grants.
of the performance share and stock purchase option plans. These
shares were granted out of the Company’s treasury shares.

New share buyback program to be submitted to the Shareholders’ Meeting to be held to approve
the financial statements for the year ended December 31, 2019
A new share buyback program will be submitted for approval to hedging to cover these transactions under applicable legal and
the next Annual Shareholders’ Meeting to be held to approve the regulatory conditions; and/or
financial statements for the year ended December 31, 2019.
● remit shares in the event of the issue or the exercise of the
In accordance with the provisions of articles L. 225-209 et seq. of rights attached to securities giving immediate and/or future
the French Commercial Code, Regulation (EU) No. 596/2014 of the access to the share capital of the Company by repayment,
European Parliament and of the Council dated April 16, 2014, as conversion, exchange, presentation of a warrant or in any other
well as any other provisions that may apply, the objectives of this manner; and/or
program, subject to approval by the Annual Shareholders’ Meeting to
● hold and subsequently remit shares (for exchange, payment or
be held to approve the financial statements for the year ended
other) as part of acquisitions, mergers, spin-offs or
December 31, 2019, are to:
contributions, it being understood that in such a case, the
● ensure the liquidity of and make a market in Bureau Veritas bought back shares may not at any time exceed 5% of the
shares via an investment services provider acting independently share capital of the Company, this percentage being applied to
and on behalf of the Company without being influenced by the a share capital figure adjusted to reflect any transactions that
Company, under a liquidity agreement that complies with a take place after this Shareholders’ Meeting that affect total
Code of Ethics recognized by the AMF, or any other applicable capital; and/or
law or regulation; and/or
● cancel all or some of the ordinary shares acquired under the
● implement any Company stock option plan under the provisions conditions set out in article L. 225-209, paragraph 2 of the

7
of articles L. 225-177 et seq. of the French Commercial Code or French Commercial Code and pursuant to the authorization to
any similar plan, any share grant or transfer to employees as reduce the share capital granted by the Shareholders’ Meeting
part of a profit-share plan or any company or group savings plan of May 14, 2019 in its 23rd resolution (or any subsequent
(or similar scheme) in accordance with the provisions of the law resolution with the same purpose); and/or
and particularly articles L. 3332-1 et seq. of the French Labor
● implement any market practice that is or may be allowed by
Code or any similar plan, any free share grants under the
the market authorities; and/or
provisions of articles L. 225-197-1 et seq. of the French
Commercial Code or any similar plan, and to carry out any

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 347

7 Information on the Company and the capital
7.7 Share capital and voting rights

● carry out transactions for any other purpose that is or may be regulatory conditions, it being specified that the Board of Directors
authorized by the laws or the regulations in force. In such a may not, without the prior authorization of the Shareholders’
case, the Company shall inform the shareholders by way of a Meeting, implement this share buyback program in the event that
press release or any other form of communication required by a third party makes a public offer to purchase the shares in the
the regulations in force. Company and until the expiration of such offer.
Purchases of the Company’s shares may relate to a number of The maximum unit purchase price under this share buyback
shares, such that: program would be €45 (excluding transaction costs), subject to
adjustments within the scope of changes to the share capital, in
● the number of shares bought back by the Company during the
particular by incorporation of reserves or awards of free shares
share buyback program would not exceed 10% of the shares
and/or splitting or reverse splitting of shares, amortization of
constituting the share capital of the Company, this percentage
share capital or any other operation affecting equity, in order to
being applied to a share capital figure adjusted to reflect
take the effect of such transaction into account on the unit value.
transactions following the Annual Shareholders’ Meeting to be
held to approve the financial statements for the year ended The maximum amount allocated to implement the share buyback
December 31, 2019, i.e., for information purposes, a number of program would be €2,034,418,410 (excluding transaction costs).
shares not exceeding 45,209,298 based on the number of
This new authorization would be granted for a period of
shares constituting the Company’s share capital at
18 months as from the decision of the Shareholders’ Meeting to be
December 31, 2019; and
held to approve the financial statements for the year ended
● the number of shares that the Company may hold at any given December 31, 2019 and would render ineffective the unused
time would not exceed 10% of the shares constituting the portion of the authorization granted by the Shareholders’ Meeting
share capital of the Company at the planned date. on May 14, 2019 under the terms of its 11th resolution.
These transactions may be carried out during periods determined
by the Board of Directors in accordance with applicable legal and

7.7.4 Other securities giving access to the share capital

of the Company
The Company issued stock options, the main terms and conditions of which are set out in section 3.7 – Interests of Corporate Officers and
certain employees of this Universal Registration Document.
The Company also granted performance shares, the main terms and conditions of which are set out in section 3.7 – Interests of Corporate
Officers and certain employees of this Universal Registration Document, as well as in Note 23 to the consolidated financial statements –
Share-based payment, included in section 6.6 of this Universal Registration Document.

7.7.5 Conditions governing vesting rights or any obligations

attached to capital subscribed but not fully paid up
None.

7.7.6 Pledges
To the Company’s knowledge, at December 31, 2019, 923,174 shares in the Company, held by individuals, were pledged (i.e., around 0.20%
of the number of shares comprising its share capital).
As indicated in Note 33 to the 2019 consolidated financial statements – Off-balance sheet commitments and pledges, included in
section 6.6 of this Universal Registration Document, the Group had pledged current and non-current financial assets for a carrying amount
of €1.1 million at December 31, 2019.

348 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Information on the Company and the capital
7.7 Share capital and voting rights

7.7.7 Changes in the share capital

The table below shows changes in the Company’s share capital during the past five years.

2019 2018 2017 2016 2015

Capital at beginning of year
In euros 53,065,920 53,040,000 53,040,000 53,040,000 53,163,924
In shares 442,216,000 442,000,000 442,000,000 442,000,000 443,032,700
Number of canceled shares during the year 220,212 - 330,000 149,600 1,547,500
Number of shares issued during the year 10,097,200 216,000 330,000 149,600 514,800
By free allocation of shares - - - - -
By exercise of stock subscription options 153,931 216,000 330,000 149,600 514,800
Capital at end of year
In euros 54,251,158.56 53,065,920 53,040,000 53,040,000 53,040,000
In shares 452,092,988 442,216,000 442,000,000 442,000,000 442,000,000

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 349

7 Information on the Company and the capital
7.8 Ownership structure

7.8 Ownership structure

7.8.1 Group ownership structure
Simplified ownership structure at December 31, 2019

Wendel Executive
Group Committee Employees (a) Free float

35.57% 0.13% 0.64% 62.69%

BUREAU VERITAS SA Bureau Veritas treasury shares

0.97%

(a) Including direct holdings of registered shares.

Major direct and indirect shareholders

With almost €9 billion in managed assets, Wendel is one of Europe’s At December 31, 2019, Wendel SE was 38.73%-owned by
leading listed investment firms. Wendel Participations SE, a company grouping together the
interests of more than 1,000 members of the Wendel family.
Wendel invests in market-leading companies in Europe, North
America and Africa. It is an active long-term shareholder in The Wendel group is the major shareholder of Bureau Veritas,
Bureau Veritas, Saint-Gobain, Cromology, Stahl, IHS, Constantia holding 35.57% of its share capital and 51.30% of its theoretical
Flexibles and Allied Universal. It implements long-term voting rights at December 31, 2019.
development strategies aimed at boosting the companies’ growth
In accordance with article 28 of the Company’s by-laws, a double
and profitability in order to enhance their leading market positions.
voting right was granted in respect of shares held by Wendel
Wendel SE is listed on Euronext Paris. Its Registration registered in nominative form for more than two years.
Document/Universal Registration Document can be viewed on the
AMF website (www.amf-france.org) and downloaded from
Wendel’s website (www.wendelgroup.com).

Breakdown of share capital and exercisable voting rights

At February 29, 2020 At December 31, 2019 At December 31, 2018 At December 31, 2017

% of shares % of voting % of shares % of voting % of shares % of voting % of shares % of voting
Shareholders held rights held rights held rights held rights
Wendel group(a) 35.57% 51.66% 35.57% 51.67% 35.33% 51.91% 40.08% 56.76%
Free float(b) 63.14% 47.83% 63.07% 47.79% 62.76% 47.45% 57.84% 42.24%
FCP BV Next 0.25% 0.37% 0.26% 0.38% 0.29% 0.43% 0.30% 0.43%
Executive Officers(c) 0.11% 0.14% 0.13% 0.16% 0.19% 0.21% 0.47% 0.57%
Treasury shares 0.93% - 0.97% - 1.43% - 1.31% -
TOTAL 100% 100% 100% 100% 100% 100% 100% 100%
(a) There is no material difference between the theoretical voting rights (including treasury shares) and the exercisable voting rights (excluding treasury shares). The
Wendel group held 51.30% of the theoretical voting rights at December 31, 2019.
(b) Calculated by deduction.
(c) Members of the Executive Committee of Bureau Veritas at December 31 of the year shown or, where applicable, at February 29, 2020.

350 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Information on the Company and the capital
7.8 Ownership structure

Share ownership thresholds

Details of crossings of legal share ownership thresholds notified Moreover, in accordance with the Company’s by-laws, other
prior to January 1, 2019 are available on the AMF’s website, while investors notified the Company that they had crossed
details of crossings of thresholds set in the by-laws are notified to shareholding and voting rights thresholds in 2019:
the Company and are available at its registered office.
● in a letter dated January 18, 2019, an investor notified the
In addition to the thresholds stipulated in article 11.2 of the Company that it had gone below the 3% share capital
Company’s by-laws (see section 7.10 – Articles of incorporation threshold. In a letter dated February 5, 2019, the same investor
and by-laws of this Universal Registration Document) and in notified the Company that it had exceeded the 3% share
article L. 233-7 of the French Commercial Code, any individual or capital threshold;
legal entity acting alone or in concert, which comes to own a
● in a letter dated July 19, 2019, an investor notified the
number of shares representing more than one-twentieth (5%),
Company that it had gone below the 3% share capital
one-tenth (10%), three-twentieths (15%), one-fifth (20%),
threshold. In a letter dated July 23, 2019, it informed the
one-quarter (25%), three-tenths (30%), one-third (1/3), one-half
Company that it had exceeded the 3% share capital threshold.
(50%), two-thirds (2/3), eighteen-twentieths (90%) or
In a letter dated August 27, 2019, it notified the Company that
nineteen-twentieths (95%) of the share capital or voting rights
it had gone below the 3% share capital threshold. In a letter
shall inform the Company and the AMF of the total number of
dated August 30, 2019, it notified the Company that it had
shares and/or voting rights held, before the close of trading on the
exceeded the 3% share capital threshold. In a letter dated
fourth trading day following the date on which the share
September 2, 2019, it notified the Company that it had gone
ownership threshold was exceeded. This information shall also be
below the 3% share capital threshold. In a letter dated
provided within the same timeframe when the share capital or
September 5, 2019, the same investor informed the Company
voting rights held go below the aforementioned thresholds.
that it had exceeded the 3% share capital threshold;
Failing this, shareholders are stripped of the voting rights attached
● in a letter dated March 12, 2019, an investor notified the
to the portion of their shares exceeding the un-notified threshold
Company that it had gone below the 3% voting rights
for all Shareholders’ Meetings held up to the expiration of a
threshold. In a letter dated April 24, 2019, the same investor
two-year period following the date such notification failure was
notified the Company that it had gone below the 4% share
remedied. Under the same conditions, the voting rights attached
capital threshold;
to these un-notified shares cannot be exercised or delegated by
the shareholder in question (article L. 233-14, paragraphs 1 and 2 ● in a letter dated March 8, 2019, an investor notified the
of the French Commercial Code). Company that it had exceeded the 2% share capital threshold.
In a letter dated April 30, 2019, it notified the Company that it
A standard form that can be used to report the crossing of legal
had exceeded the 3% voting rights and share capital
share ownership thresholds is available on the AMF’s website.
thresholds. In a letter dated July 26, 2019, it notified the
To the best of the Company’s knowledge, and based on Company that it had exceeded the 4% voting rights threshold.
information provided by shareholders on crossings of share In a letter dated August 12, 2019, it notified the Company that
ownership thresholds set by the law and in the by-laws, the most it had exceeded the 4% share capital threshold. In a letter
recent threshold crossings notified for the year ended dated October 17, 2019, it notified the Company that it had
December 31, 2019 are listed below. gone below the 4% share capital threshold. In a letter dated
November 8, 2019, it informed the Company that it had
To the best of the Company’s knowledge, aside from the majority
exceeded the 4% share capital threshold. Lastly, in a letter
shareholder Wendel, no other shareholder owned more than 5% of
dated November 21, 2019, the same investor notified the
the Company’s share capital or voting rights at March 25, 2020.
Company that it had gone below the 4% share capital
In a letter dated December 19, 2019, the Wendel group notified threshold;
the Company that following the merger of Truth 2 SAS (“Truth 2”)
● in a letter dated July 16, 2019, an investor notified the
into Eufor SAS (“Eufor”) as part of an internal reorganization within
Company that it had gone below the 3% share capital
the Wendel group, Eufor had replaced Truth 2 as shareholder of
threshold. In a letter dated October 1, 2019, the same investor
the Company and had therefore exceeded, on December 13,
notified the Company that it had gone below the 2% voting
2019:
rights threshold. According to the shareholder notifications
● the legal 5%, 10%, 15%, 20%, 25%, 30% and one-third share received during 2019, it seems that this investor did not notify
capital thresholds, and the legal 5%, 10%, 15%, 20%, 25%, the Company that it had gone below the 4% share capital
30%, one-third and 50% voting rights thresholds; threshold.
● the thresholds of 2% and of each additional 1% fraction of the
Company’s share capital or voting rights set in the by-laws, Shareholder voting rights
including (i) between 2% (inclusive) and 35% (inclusive) of the
Pursuant to the Company’s by-laws as amended by the
Company’s share capital and (ii) between 2% (inclusive) and
Shareholders’ Meeting of June 18, 2007 and which came into
51% (inclusive) of the Company’s voting rights.
force on October 23, 2007, double-voting rights are granted to all
Prior to the merger, Truth 2 and Eufor were each directly and fully paid-up shares that are held in registered form for a period of
indirectly (through Trief Corporation SA) wholly owned by Wendel at least two years.

7
SE, itself controlled by Wendel Participations SE.
This double-voting right is deemed to be terminated for any share
After exceeding the aforementioned legal and by-law thresholds converted into a bearer share or subject to a transfer of
and at the date of notification, Eufor held 160,826,908 shares, or ownership.
35.58% of the Company’s share capital and 317,079,765 voting
rights, or 51.29% of the Company’s voting rights.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 351

7 Information on the Company and the capital
7.9 Stock market information

Nevertheless, the double-voting right will not be lost, and the the AFEP-MEDEF Code help manage the presence of a majority
holding period will be deemed to have continued, in the event of shareholder. The Board of Directors of Bureau Veritas ensures in
transfer from registered to bearer form as a result of inheritance, particular that at least one-third of its members are independent.
sharing of assets jointly held between spouses, or in vivo Independent members of the Board of Directors are selected from
donations from a spouse or from immediate family members. persons who are independent and unconnected to the Company
within the meaning of the Board of Directors’ Internal Regulations.
At December 31, 2019, 165,996,707 shares carried double voting
rights out of the 452,092,988 shares comprising the share capital. At December 31, 2019, the Chairman of the Board of Directors, as
well as seven out of the Board’s 12 members, were considered
independent based on the criteria of the AFEP-MEDEF Code: Aldo
Control of the Company Cardoso, Ana Giros Calpe, Ieda Gomes Yell, Pascal Lebard, Siân
At December 31, 2019, the Company was controlled indirectly by Herbert-Jones, Frédéric Sanchez, Philippe Lazare and Lucia
Wendel SE, which held 35.57% of the share capital and 51.30% of Sinapi-Thomas. The Audit & Risk Committee has four independent
the theoretical voting rights. members of the Board, one of whom is the committee’s Chairman.
Four out of the five members of the Nomination & Compensation
The structure and organization of the Board of Directors and its Committee are independent. Members of the Board of Directors,
specialized committees, the number of independent Directors, the as well as their committee memberships, are presented in
fact that the roles of Chairman and of Chief Executive Officer are section 3.1.1 – Composition of the Board of Directors of this
separate, and compliance with the Internal Regulations and with Universal Registration Document.

7.8.2 Agreements that may lead to a change in control

None.

7.9 Stock market information

7.9.1 The Bureau Veritas share
Listing market Euronext Paris, compartment A, eligible for SRD
Initial public offering (IPO) October 23, 2007 at €37.75 per share (or €9.44 adjusted for the 4-for-1 share
split on June 21, 2013)
Indices CAC Next 20, SBF 120, CAC large 60, EURO STOXX, EURO STOXX Industrial
Goods & Services, STOXX Europe 600, STOXX Europe 600 Industrial Goods and
Services Index, STOXX Global ESG Leaders, STOXX Global ESG Impact Index,
Dow Jones Sustainability World Index, Dow Jones Sustainability Europe Index,
MSCI Standard
Codes ISIN: FR 0006174348 Ticker symbol: BVI Reuters: BVI. PA Bloomberg: BVI-FP
Number of outstanding shares at December 31, 2019 452,092,988
Number of exercisable voting rights at December 31, 2019 613,699,756
Stock market capitalization at December 31, 2019 €10,512 million

7.9.2 Dividend policy

In recent years, the Group has paid an annual dividend representing more than 50% of its adjusted attributable net profit for the year.
This point of reference does not, however, represent any commitment on the Group’s part, as future dividends will depend on its results and
financial position.

In respect of
(in €) 2019(a) 2018 2017
Dividend per share 0.56 0.56 0.56
(a) To be proposed to the Annual Shareholders’ Meeting to be held to approve the financial statements for the year ended December 31, 2019.

352 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Information on the Company and the capital
7.9 Stock market information

7.9.3 Share trends

At March 20, 2020, the Bureau Veritas share price was €17.50, representing a 0.1% decrease compared to January 2, 2019 (€17.51). The
Bureau Veritas share price has more than doubled since its IPO on October 24, 2007 (€9.44).
On average, 685,000 shares were traded on Euronext Paris each day in 2019, representing an average daily trading value of close to
€15 million.

(In euros)
26
25
24
23
22
21
20
19
18
17
16
15
Jan. 2019 Feb. 2019 Mar. 2019 Apr. 2019 May 2019 Jun. 2019 Jul. 2019 Aug. 2019 Sep. 2019 Oct. 2019 Nov. 2019 Dec. 2019 Jan. 2020 Feb. 2020 Mar. 2020

Monthly trading in 2019

Adjusted highs and lows (in €)

Period Trading volume Value (€ millions) High Low
January 2019 16,504,759 305.95 19.67 16.99
February 2019 12,445,254 246.23 21.02 19.10
March 2019 16,113,892 346.06 22.10 20.62
April 2019 11,693,499 256.07 22.63 21.05
May 2019 16,013,960 343.81 22.57 20.88
June 2019 14,391,114 308.96 22.03 20.73
July 2019 16,465,181 363.94 23.53 21.06
August 2019 14,650,876 310.69 22.94 20.08
September 2019 13,190,778 290.51 22.63 21.47
October 2019 14,483,757 316.50 22.97 21.00
November 2019 16,429,140 384.36 24.20 22.58
December 2019 12,350,027 289.21 23.90 22.94
Source: Euronext.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 353

7 Information on the Company and the capital
7.10 Articles of incorporation and by-laws

7.10 Articles of incorporation and by-laws

This section contains a summary of the main provisions of the by-laws. A copy of the by-laws may be obtained from the Company’s
website.

Corporate purpose (article 3 of the by-laws)

The Company has the following corporate purpose, which it may Except in the case of incompatibility with prevailing legislation, the
carry out in any country: Company may carry out all studies and research and accept
expert appraisal or arbitration commissions in the fields related to
● classification, inspection, expert appraisal, as well as
its business.
supervision of the construction and repair of vessels and
aircrafts of all types and nationalities; The Company can publish any document, including sea and air
regulations and registers, and can engage in any training activities
● inspections, audits, assessments, diagnoses, expert appraisals,
related to the aforementioned activities.
measurements, analyses relative to the function, compliance,
quality, hygiene, safety, environmental protection, production, More generally, the Company carries out any activity that may,
performance and value of all materials, products, goods, directly or indirectly, in whole or in part, relate to its corporate
equipment, structures, facilities, factories or organizations; purpose or further achievement of that purpose. In particular, this
includes any industrial, commercial or financial transactions, any
● all services, studies, methods, programs, technical assistance,
transaction related to real or movable property; the creation of
consulting in the fields of industry, of sea, land or air transport,
subsidiaries, and acquisitions of financial, technical or other
services and national or international trade; and
interests in companies, associations or organizations whose
● inspection of real property and civil engineering structures. purpose is related, in whole or in part, to the Company’s corporate
purpose.
Finally, the Company can carry out all transactions with a view to
the direct or indirect use of the assets and rights owned by it,
including the investment of corporate funds.

Administration and general management

(articles 14 to 21 of the by-laws)
A description of the functioning of the Company’s Board of Directors is provided in Chapter 3 – Corporate governance of this Universal
Registration Document.

Rights preferences and restrictions attached to shares

(articles 8, 9, 11.1, 12, 13 and 35 of the by-laws)
Payment for shares (article 8 of the by-laws) Transfer and transmission of shares
(article 11.1 of the by-laws)
Shares subscribed in cash are issued and paid up according to the
terms and conditions provided for by law. Shares are freely negotiable, unless legislative or regulatory
provisions provide otherwise. Shares are transferred via
account-to-account transfer in accordance with the terms and
Form of shares (article 9 of the by-laws) conditions provided for by law.

The shares of the Company are registered or bearer shares,

according to the shareholder’s preference, save and except when
legislative or regulatory provisions require, in certain cases, the
registered form.
The shares of the Company shall be recorded in a register, in
compliance with the terms and conditions provided for by law.

354 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Information on the Company and the capital
7.10 Articles of incorporation and by-laws

Shareholders’ rights and obligations The voting right attached to the share belongs to the beneficial
owner at Ordinary Shareholders’ Meetings and to the bare owner
(article 12 of the by-laws) at Extraordinary Shareholders’ Meetings.
Each share grants the right, via ownership of corporate capital and
profit sharing, to a share proportional to the portion of capital that
it represents. Terms and conditions for payment of dividends
Additionally, it grants the right to vote in and be represented at (article 35 of the by-laws)
Shareholders’ Meetings, in accordance with legal and statutory
requirements. The Shareholders’ Meeting shall be entitled to grant each
shareholder, for all or part of the dividend distributed or interim
Shareholders are liable for corporate liability only up to the limit of dividends, the choice of payment in cash or payment in Company
their contributions. shares, in accordance with the terms and conditions set forth by
The rights and obligations follow the share regardless of who holds law.
the share. The terms and conditions for payment of dividends in cash shall be
Ownership of a share automatically implies compliance with the set by the Shareholders’ Meeting or, failing that, by the Board of
by-laws and decisions made at the Shareholders’ Meetings. Directors.

Whenever ownership of several shares is required to exercise a The release for payment of dividends in cash must take place no
right, in the case of exchange, consolidation or allotment of shares, more than nine (9) months after the close of the financial year,
or as a result of a capital increase or reduction, merger or other unless this period is extended by court authorization.
corporate transaction, the owners of single shares, or a number of No dividends may be claimed back from shareholders, unless
shares falling below the required minimum, may not exercise distribution was performed in violation of legal provisions, and the
these rights unless they personally group together, or, where Company deems that beneficiaries were aware of the irregular
appropriate, purchase or sell the shares as necessary. nature of this distribution at the time, or could not have not been
aware thereof, given the circumstances. Where applicable, actions
for refund are limited to five (5) years after the payment of these
Indivisibility of shares – bare ownership – dividends.
usufruct (article 13 of the by-laws) Any dividends not claimed within five (5) years of their release for
payment are lapsed.
The shares are indivisible with regard to the Company.
Joint owners of joint shares are required to be represented before
the Company by one chosen from amongst them or by a sole
authorized agent. Should the joint owners fail to agree on the
choice of that sole agent, the agent will be assigned by the
presiding judge of the French Commercial Court (Tribunal de
commerce), ruling in interlocutory proceedings at the request of
the most diligent joint owner.

Modification of shareholders’ rights

Changes in shareholders’ rights are subject to legal requirements, as the by-laws do not provide specific guidelines.

Shareholders’ Meetings (articles 23 to 30 of the by-laws)

The joint decisions of the shareholders are taken at the Shareholders’ Meetings, which may be qualified as ordinary, extraordinary or special
according to the nature of the decisions for which they are convened.
Every Shareholders’ Meeting duly held represents all shareholders.
The deliberations of Shareholders’ Meetings are binding on all shareholders, even those absent, dissenting or under disability.

Convening of Shareholders’ Meetings

(article 24 of the by-laws)
Shareholders’ Meetings shall be convened within the terms and
Agenda (article 25 of the by-laws)
The agenda for the Shareholders’ Meeting shall be drawn up by
the author of the notice of meeting.
7
conditions set forth by law. The Shareholders’ Meeting cannot deliberate on an issue not
Shareholders’ Meetings shall be held at the registered office or at included on the agenda, which cannot be amended in a second
any other location (including locations outside the département of notice of meeting. The Meeting can, however, in all circumstances,
the registered office) indicated in the notice of meeting. remove one or more members of the Board of Directors and
proceed to replace them.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 355

7 Information on the Company and the capital
7.10 Articles of incorporation and by-laws

Access to the Meetings If the meeting is convened by the Statutory Auditor or auditors, by
a legal proxy or by liquidators, the meeting shall be chaired by the
(article 26 of the by-laws) author of the notice of meeting.
Any shareholder, regardless of the number of shares held, may In all cases, if the person authorized or appointed to chair the
attend Shareholders’ Meetings in person or via proxy, within the meeting is absent, the Shareholders’ Meeting shall elect its
terms and conditions provided for by law. Chairman.
The right to attend Shareholders’ Meetings is subject to shares The duty of teller shall be performed by the two shareholders,
having been registered two (2) business days prior to the attending and accepting the duty in their own name or
Shareholders’ Meeting at midnight (Paris time) in either the represented by their proxies, with the largest number of shares.
registered shares accounts kept by the Company or the bearer
The officers’ Board thus formed shall appoint a secretary, who
accounts held by the financial intermediary. In the case of shares
may not be a shareholder.
in bearer form, registration of the shares shall be recognized by a
participation certificate issued by the financial intermediary. The members of the officers’ Board have the duty of checking,
certifying and signing the attendance sheet, ensuring that the
Shareholders may be represented by any legal entity or individual
discussions proceed properly, settling incidents during the
of their choice in accordance with the conditions provided for by
meeting, checking the votes cast and ensuring they are in order,
the legal provisions and regulations in force.
and ensuring that the minutes are drawn up and signing them.
Any shareholder who wishes to vote by post or proxy must, at
Minutes are drawn up and copies or extracts of the proceedings
least three (3) days prior to the date of the Shareholders’ Meeting,
are issued and certified in accordance with the law.
submit a proxy, a vote-by-post form, or a single document in lieu
thereof to the registered office or any other location indicated on
the notice of meeting. The Board of Directors may, for any
Shareholders’ Meeting, reduce this period by a general decision for Quorum – Voting – Number of votes
all shareholders. (article 28 of the by-laws)
Furthermore, shareholders who do not wish to participate in the
Shareholders’ Meeting in person may also notify the appointment At Ordinary and Extraordinary Shareholders’ Meetings, the quorum
or removal of a proxy by electronic means in accordance with the shall be calculated on the basis of all the shares making up the
provisions in force and the conditions set out on the notice of share capital, minus any shares that have had their voting rights
meeting. suspended by virtue of legal provisions.
In addition, by decision of the Board of Directors mentioned in the When voting by post, only forms received by the Company before
notice of meeting, shareholders may, within the terms and the Meeting is held, within the terms and conditions set by the law
conditions set by the laws and regulations, vote by post or and the by-laws, shall be taken into consideration for calculating
electronically. the quorum.
If used, the electronic signature may take the form of the process At Ordinary and Extraordinary Shareholders’ Meetings,
detailed in the first sentence of the second paragraph of shareholders are entitled to the same number of votes as the
article 1316-4 of the French Civil Code (Code civil). number of shares they hold, with no limitation.
If the Board of Directors decides as such at the time the Meeting is However, a double-voting right as conferred on other shares, for
convened, shareholders may also attend the Shareholders’ the proportion of the capital they represent, is assigned to all fully
Meeting via videoconferencing or other telecommunication paid-up shares, registered for at least two years in the name of
systems through which their identity can be verified, in which case the same shareholder.
they shall be considered present for calculation of the quorum and Moreover, in the event the capital is increased via incorporation of
majority. reserves, profits or share premiums, the double-voting right shall
be conferred, upon issuance, on registered shares attributed free
of charge to shareholders whose former shares were entitled to
Attendance sheet – Board – Minutes that right.
(article 27 of the by-laws) The double-voting right automatically ceases for any share
converted to a bearer share or subject to a transfer of ownership.
An attendance sheet containing the information stipulated by law Nevertheless, the double-voting right will not be lost, and the
shall be kept at each Meeting. holding period will be deemed to have continued, in the event of
transfer from registered to bearer form as a result of inheritance
This attendance sheet, duly signed by the attending shareholders
by distribution of marital community property or inter vivos gifts in
and their proxies and to which shall be appended the powers of
favor of a spouse or relatives entitled to inherit. The same holds
attorney awarded to each proxy and, where applicable, the
true where shares with double-voting rights are transferred as a
vote-by-post forms, shall be certified accurate by the officers of
result of a merger or division of a corporate shareholder. The
the Meeting.
merger or spin off of the Company has no effect on the
The meetings shall be chaired by the Chairman of the Board of double-voting right which may be exercised within the beneficiary
Directors or, in his absence, by the Vice-Chairman of the Board of company or companies, if the right is established in their by-laws.
Directors or by a member of the Board of Directors specially
Voting takes place and votes are cast, depending on what the
appointed for this purpose.
meeting officers decide, by a show of hands, electronically or by
any means of telecommunication enabling the shareholders to be
identified under the regulatory conditions in force.

356 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Information on the Company and the capital
7.10 Articles of incorporation and by-laws

Ordinary Shareholders’ Meeting Extraordinary Shareholders’ Meeting

(article 29 of the by-laws) (article 30 of the by-laws)
The Ordinary Shareholders’ Meeting is called upon to take any Only the Extraordinary Shareholders’ Meeting is authorized to
decisions that do not amend the Company by-laws. amend the Company by-laws in all their provisions. It may not,
however, increase the commitments of shareholders, excepting
It shall be held at least once a year, within the applicable legal and
transactions resulting from an exchange or consolidation of
regulatory time periods, to deliberate on the parent company
shares, duly decided and performed.
financial statements and, where applicable, on the consolidated
financial statements for the preceding accounting period. The Extraordinary Shareholders’ Meeting, deliberating in
accordance with the terms pertaining to quorum and majority set
The Ordinary Shareholders’ Meeting, deliberating in accordance
forth in the provisions that govern it, exercises the powers granted
with the terms pertaining to quorum and majority as set forth in
it by law.
the governing provisions, exercises the powers granted it by law.

Shareholders’ right to information (article 31 of the by-laws)

All shareholders have the right to access the documents they require to be able to give their opinion with full knowledge of the facts and to
make an informed judgment on the management and operation of the Company.
The nature of these documents and the conditions for sending them or making them available are determined by law.

Provisions of the by-laws which have an impact in the event

of a change in control
No provision in the by-laws could, to the knowledge of the Company, have the effect of delaying, postponing or preventing a change in
control of the Company.

Shareholder identification and thresholds

(articles 10 and 11.2 of the by-laws)
Shareholder identification If the securities are in registered form, the intermediary registered
in accordance with the terms and conditions set forth by law is
(article 10 of the by-laws) required to disclose the identity of the holders of these securities,
as well as the number of securities held by each individual, upon
The Company shall remain informed of the make-up of its shares’ request from the Company or its agent, which may be presented
ownership, in accordance with the terms and conditions provided at any time.
for by law.
For as long as the Company believes that certain shareholders
As such, the Company can make use of all legal provisions whose identity has been disclosed are holding shares on account
available for identifying the holders of shares that confer of third parties, the Company is entitled to ask those shareholders
immediate or future voting rights in its Shareholders’ Meetings. to disclose the identity of the holders of the securities in question,
Thus, the Company reserves the right, at any time and in as well as the number of shares held by each.
accordance with the legal and regulatory terms and conditions in At the close of identification procedures, and without prejudice to
force and at its own cost, to request from the central depository legal requirements relative to the disclosure of significant equity
responsible for keeping an account of the issuance of its securities, ownership, the Company can ask that any legal entity holding its
information concerning the holders of securities conferring the shares and owning an interest in excess of 2.5% of the capital or
immediate or future right to vote in the Company’s Shareholders’ voting rights disclose to the Company the identities of individuals
Meetings, as well as the number of securities held by each who directly or indirectly own more than one third of that legal
shareholder and, where applicable, any restrictions that can be entity’s capital or voting rights.

7
imposed on such securities.
In the event of non-compliance with the aforementioned
Having followed the procedure described in the preceding requirements, the shares or securities conferring immediate or
paragraph and in view of the list provided by the central future access to capital and for which these individuals have been
depository, the Company can also request, either through the recorded in the register shall be stripped of their voting rights for
central depository or directly, that individuals on the list whom the any subsequent Shareholders’ Meeting, and until such time as this
Company believes may be registered as agents for third parties identification requirement has been fulfilled, to which date
provide information about the owners of the securities referred to payment of the corresponding dividend will also be deferred.
in the preceding paragraph. These individuals are required, when
acting as intermediaries, to disclose the identity of the holders of
these securities.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 357

7 Information on the Company and the capital
7.10 Articles of incorporation and by-laws

Moreover, in the event the registered individual knowingly Where they have not been duly declared under the conditions
disregards these obligations, the court of competent jurisdiction provided above, shares exceeding the fraction that should have
given the location of the Company’s registered offices may, if been declared are deprived of voting rights in Shareholders’
petitioned by the Company or one or more of its shareholders Meetings from the moment one or more shareholders in
holding at least 5% of the Company’s capital, order total or partial possession of at least 5% of the Company’s capital or voting rights
suspension, for a period not to exceed five years, of the voting make such a request, duly recorded in the minutes of the
rights attached to the shares for which the Company had Shareholders’ Meeting. The suspension of voting rights shall apply
requested information, as well as suspension, for the same period to all Shareholders’ Meetings taking place up until expiration of a
of time, of the right to payment of the corresponding dividend. period of two years from the date on which the reporting
requirement is fulfilled.
Any shareholder whose share in the capital and/or voting rights in
Thresholds (article 11.2 of the by-laws) the Company falls below any of the aforementioned thresholds is
also required to notify the Company as such, within the same
In addition to the legal obligation to notify the Company when period of time and in the same manner, no matter the reason.
legal thresholds have been crossed, any individual or legal entity, In calculating the aforementioned thresholds, the denominator
whether acting alone or jointly, that comes to own, either directly must include consideration of the total number of shares that
or indirectly as defined by law (and particularly article L. 233-9 of form the Company’s capital and that carry voting rights, including
the French Commercial Code), a number of shares equivalent to a those with their voting rights suspended, as published by the
fraction of the share capital or voting rights in excess of 2% must Company in accordance with the law (the Company being required
inform the Company of the number of shares and voting rights it to specify, in its publications, the total number of said shares
owns, within five trading days of the date from which the carrying voting rights and the number of shares that have their
threshold was crossed, and must do so regardless of the book voting rights suspended).
entry date, via registered mail with return receipt addressed to the
Company’s registered office or by any equivalent means for
shareholders or security holders outside France, by specifying the
total number of equity shares and securities granting future Changes to share capital
access to equity and related voting rights that it owns as of the (article 7 of the by-laws)
date on which the declaration is made. This declaration in relation
to the crossing of a threshold also indicates whether the shares or The share capital can be increased or decreased by any method or
related voting rights are or are not held on behalf of or jointly with means authorized by law. The Extraordinary Shareholders’
other natural or legal entities and additionally specifies the date Meeting can also decide to proceed with a division of the par value
on which the threshold was crossed. The declaration shall be of the shares or with their consolidation.
repeated for each additional 1% fraction of capital or voting rights
held, without limitation, including beyond the 5% threshold.

358 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 8

ADDITIONAL INFORMATION

AFR 8.1 Persons responsible 360 8.3 Information policy 362

8.1.1 Person responsible for the Universal 8.3.1 Shareholder information 362
Registration Document 360 8.3.2 Documents on display 363
8.1.2 Declaration by the person responsible
for the Universal Registration Document 8.4 Information incorporated by reference 363
and the Annual Financial Report 360
8.1.3 Person responsible for the financial 8.5 Cross-reference tables 363
information 360
8.5.1 Universal Registration Document 364
AFR 8.2 Statutory Auditors 361 8.5.2 Annual Financial Report 367
8.2.1 Principal Statutory Auditors 361 8.5.3 Management report 368
8.2.2 Substitute Statutory Auditors 361 8.5.4 Report on corporate governance 369
8.5.5 AMF tables on the compensation of
Corporate Officers 370

Components of the Annual Financial Report are identified in this table of contents with the sign AFR

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 359

8
8 Additional information
8.1 Persons responsible

8.1 Persons responsible

8.1.1 Person responsible for the Universal Registration Document
Didier Michaud-Daniel, Chief Executive Officer of Bureau Veritas

8.1.2 Declaration by the person responsible for the Universal

Registration Document and the Annual Financial Report
I hereby certify, after taking all reasonable measures to ensure that such is the case, that the information contained in the French language
Universal Registration Document is, to my knowledge, consistent with reality and does not include any omission which could affect its
import.
I certify 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, financial position and profits and losses of the Company and of the
companies within its scope of consolidation, and that the information from the management report listed in section 8.5.3 of this Universal
Registration Document presents a fair overview of the business developments, profits and losses and financial position of the Company and
the companies within its scope of consolidation, as well as a description of the main risks and uncertainties they face.
March 26, 2020
Didier Michaud-Daniel
Chief Executive Officer of Bureau Veritas

8.1.3 Person responsible for the financial information

François Chabas
Chief Financial Officer of Bureau Veritas
Address: Immeuble Newtime – 40/52, boulevard du Parc
92200 Neuilly-sur-Seine – France
Tel.: +33 (0)1 55 24 76 30
Fax: +33 (0)1 55 24 70 32

360 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Additional information
8.2 Statutory Auditors

8.2 Statutory Auditors

8.2.1 Principal Statutory Auditors
PricewaterhouseCoopers Audit Ernst & Young Audit
Represented by François Guillon Represented by Nour-Eddine Zanouda
63, rue de Villiers 1-2, place des Saisons, Paris La Défense 1
92208 Neuilly-sur-Seine cedex – France 92400 Courbevoie – France
The mandate of PricewaterhouseCoopers Audit as Statutory Ernst & Young Audit was appointed as Statutory Auditor at the
Auditor was renewed at the Ordinary Shareholders’ Meeting on Ordinary Shareholders’ Meeting on May 17, 2016 for a period of
May 17, 2016 for a period of six financial years. six financial years.
PricewaterhouseCoopers Audit is a member of the Compagnie Ernst & Young Audit is a member of the Compagnie Régionale des
régionale des commissaires aux comptes de Versailles. Commissaires aux Comptes de Versailles.

8.2.2 Substitute Statutory Auditors

Jean-Christophe Georghiou Auditex
63, rue de Villiers 1-2, place des Saisons, Paris La Défense 1
92208 Neuilly-sur-Seine cedex – France 92400 Courbevoie – France
Jean-Christophe Georghiou was appointed as substitute Statutory Auditex was appointed as substitute Statutory Auditor at the
Auditor at the Ordinary Shareholders’ Meeting on May 17, 2016 Ordinary Shareholders’ Meeting on May 17, 2016 for a period of
for a period of six financial years. six financial years.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 361

8
8 Additional information
8.3 Information policy

8.3 Information policy

8.3.1 Shareholder information
Bureau Veritas makes regular disclosures on its business activities, 2020 Financial calendar
strategy and outlook to its individual and institutional
shareholders and, more broadly, to the financial community, in line April 23, 2020 (after market close)
with the profession’s best practices. First-quarter 2020 revenue
During 2019, the management of Bureau Veritas and the Investor July 28, 2020 (after market close)
Relations team met with nearly 600 analysts and investors during First-half 2020 results
roadshows, meetings and conferences in the main international
financial markets, particularly in Europe and the United States. On September 29, 2020
September 24, 2019, a delegation of analysts and investors was Investor Day: presentation of the Group’s new strategic plan
invited by Bureau Veritas to Paris La Défense Arena, a
October 22, 2020 (after market close)
40,000-seater event venue. The Group has been present at every
Third-quarter 2020 revenue
stage of the Arena project, from the architectural tender and
construction phase through to the current operational phase with
periodic inspections. The invitation to this unique venue was Bureau Veritas does not publish financial information during:
therefore an opportunity to showcase its expertise. During the ● the 30 calendar days preceding the publication of the
event, the Group highlighted the recent developments of its annual and half-year consolidated financial statements,
Buildings & Infrastructure business platform through a broad up to the date of publication of the annual and half-year
range of examples, including the technical inspection of the new consolidated results;
Roland Garros stadium in France, Verification of Conformity of a
motorway in Mexico and a data center in the US, and project ● the 15 calendar days preceding the publication of
management support in the completion of airport and consolidated financial information for the first and third
underground transport infrastructure in China. quarters, up to the date of publication of quarterly
information.
Bureau Veritas also takes part in Socially Responsible Investing
(SRI) events. These encounters with private equity funds and SRI
analysts contribute to the Group’s progress in terms of CSR (see
Chapter 2 – Corporate Social Responsibility of this Universal
Registration Document). Contacts
Senior management, the Investor Relations and Legal Affairs and SHAREHOLDER INFORMATION
Audit teams are responsible for ensuring fluid dialogue with
shareholders on corporate governance. Shareholders may also
send queries on corporate governance to the Chairman of the
Board of Directors at the following email address
[email protected].
Analyst/Investor information
In terms of information accessibility, shareholders can access all
financial information relating to the Group on the Investors pages Laurent Brunelle, Head of Investor Relations
of its website. Contact details for the Investor Relations team are [email protected]
available online, thereby facilitating direct contact with
shareholders. A toll-free number for France was also created for Florent Chaix, Investor Relations Manager
individual shareholders. Anyone interested in the Group’s latest [email protected]
news can also subscribe free of charge to receive an online copy of
the Group’s press releases and publications. This option is
available by filling out a subscription form on the Investors pages Bureau Veritas
of the website. Address: Immeuble Newtime
In 2019, Bureau Veritas published two e-shareholders’ letters (in 40/52, boulevard du Parc
French and English), which can be accessed on the Group’s
website. The shareholders’ letter covers a broad range of topics 92200 Neuilly-sur-Seine, France
and is designed to familiarize readers with the Group, its Tel.: +33 (0)1 55 24 70 00
businesses and services, its latest news and its financial results. It
also offers readers the possibility to ask Bureau Veritas questions
through a simple click.

362 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Additional information
8.4 Information incorporated by reference

8.3.2 Documents on display

All Group publications (press releases, annual reports, annual and include financial and non-financial disclosures, notably in terms of
half-year presentations, etc.) and regulatory information are strategy and risk factors.
available upon request or at: https://group.bureauveritas.com.
The documents, or copies of the documents, listed below may be
Users may sign up for email news alerts and download all Group
consulted at the registered office of Bureau Veritas at Immeuble
publications since its IPO, and the list of analysts who cover the
Newtime, 40/52, Boulevard du Parc, 92200 Neuilly-sur-Seine,
Bureau Veritas share and real-time share prices.
France, or sent by e-mail on request:
A Registration Document (Universal Registration Document as of
● the by-laws of Bureau Veritas SA;
financial year 2019) is filed each year with the French financial
markets authority (Autorité des marchés financiers – AMF). In ● all reports, letters and other documents, historical financial
accordance with its General Regulation, the Registration information, assessments and declarations made by external
Document is available on the AMF’s website consultants at the request of Bureau Veritas, a part of which is
(www.amf-france.org), or at https://group.bureauveritas.com/fr included or mentioned in this Universal Registration Document;
(in French and English).
● the historical financial information of Bureau Veritas and its
In light of the introduction of Regulation (EU) 2017/1129 of subsidiaries for each of the two financial years preceding the
July 21, 2019 (“Prospectus 3”) and its Delegated Regulation publication of this Universal Registration Document.
2019/980, this year Bureau Veritas is publishing a Universal
Registration Document (URD). The newly-named URD is intended In accordance with AMF recommendation No. 2012-05 (amended
to improve readability for shareholders and investors by October 5, 2018), the Company’s updated by-laws may also be
representing a single, centralized source of information. It will also viewed online at: https://group.bureauveritas.com/fr.

8.4 Information incorporated by reference

The following information is included by reference in this Universal Registration Document:
● for the financial year ended December 31, 2018, the the related Statutory Auditors’ report) and the statutory financial
management report, the consolidated financial statements (and statements (and the related Statutory Auditors’ report), set out
the related Statutory Auditors’ report) and the statutory financial on pages 167 to 188, 189 to 251, 252 to 257, 258 to 286, and
statements (and the related Statutory Auditors’ report), set out 279 to 281 of the Registration Document filed with the AMF on
on pages 193 to 214, 215 to 271, 272 to 276, 277 to 301, and March 27, 2018 under number D. 18-0184.
296 to 298 of the Registration Document filed with the AMF on
Any information included in the two abovementioned Registration
March 27, 2019 under number D. 19-0206;
Documents other than that cited above has been replaced and/or
● for the financial year ended December 31, 2017, the updated by the information contained in this Universal
management report, the consolidated financial statements (and Registration Document.

8.5 Cross-reference tables

To facilitate the reading of this Universal Registration Document, ● the main disclosures required in the management report as
the tables below cross-reference: provided for under articles L. 225-100 et seq., L. 232-1 et seq.
and R. 225-102 et seq. of the French Commercial Code;
● the main headings of a Universal Registration Document as
provided for in Annexes 1 and 2 of Commission Delegated ● the main disclosures required in the report on corporate
Regulation (EU) 2019/980 of March 14, 2019 supplementing governance as provided for under articles L. 225-37 et seq. of
Regulation (EU) 2017/1129 of June 14, 2017; the French Commercial Code;
● the main disclosures required in the Annual Financial Report as ● the disclosures on compensation presented in accordance with
provided for under article L. 451-1-2 of the French Monetary the 11 tables recommended by the AMF (see also the
and Financial Code and article 222-3 of the General AFEP-MEDEF Code).
Regulations of the French financial markets authority (Autorité
These tables provide the numbers of the pages of this Universal
des marchés financiers – AMF);
Registration Document containing the disclosures required under
the abovementioned laws, regulations and recommendations.

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 363

8
8 Additional information
8.5 Cross-reference tables

8.5.1 Universal Registration Document

Cross-reference table for the Universal Registration Document – Annexes 1 and 2 of Commission
Delegated Regulation (EU) 2019/980 of March 14, 2019 supplementing Regulation (EU) 2017/1129 of
June 14, 2017 Page(s)
Persons responsible, third party information, experts’ reports and competent authority
1.
approval
1.1 Persons responsible for the information 360
1.2 Declaration by those responsible 360
1.3 Name, address, qualifications and potential interests of experts N/A
1.4 Information sourced from a third party N/A
1.5 Statement that the document has been filed with the competent authority 1
2. Statutory Auditors
2.1 Names and addresses of the auditors 361
2.2 Changes, if any N/A
3. Risk factors 206-213, 265, 292-295
4. Information about Bureau Veritas
4.1 Legal and commercial name 340
4.2 Place of registration, registration number and LEI 340
4.3 Date of incorporation and length of life 340
Domicile and legal form, legislation under which the issuer operates, country of
4.4 incorporation, address and telephone number of the registered office, website with a 340
disclaimer
5. Business overview
5.1 Principal activities
40-60
36-56 of the 2018 Registration Document
5.1.1 Nature of the issuer’s operations and its principal activities (2018 RD)
34-53 of the 2017 Registration Document
(2017 RD)
5.1.2 Significant new products and/or services introduced 87-90
25-26
5.2 Principal markets 21-22 (2018 RD)
20-21 (2017 RD )
5.3 Important events in the development of the business 23, 224-242
5.4 Strategy and objectives 29-39
Risk of dependency on patents or licenses, industrial, commercial or financial contracts or
5.5 61-62
new manufacturing processes
5.6 Competitive position 4-5, 28
5.7 Investments
237, 242
5.7.1 Material investments made 204, 209 (2018 RD)
176, 180 (2017 RD)
5.7.2 Material investments in progress and future commitments 242, 275-276
Information relating to joint ventures and undertakings in which the issuer holds a proportion
5.7.3 of the capital likely to have a significant effect on the assessment of its own assets and 297-305, 318-321
liabilities, financial position or profits and losses
5.7.4 Environmental issues 113-118
6. Organizational structure
6.1 Brief description of the Group 2-15, 341
6.2 List of significant subsidiaries 342-344
7. Operating and financial review
7.1 Financial condition

364 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Additional information
8.5 Cross-reference tables

Cross-reference table for the Universal Registration Document – Annexes 1 and 2 of Commission
Delegated Regulation (EU) 2019/980 of March 14, 2019 supplementing Regulation (EU) 2017/1129 of
June 14, 2017 Page(s)
12-14, 224-242, 248-252
Development of the issuer’s business and of its position, including both financial and, where
7.1.1 17-19, 196-209, 226-220 (2018 RD)
appropriate, non-financial KPIs
15-17, 169-180, 190-194 (2017 RD)
7.1.2 Issuer’s likely future development and activities in the field of research and development 63, 86-87
7.2 Operating results
7.2.1 Significant factors, unusual or infrequent events or new developments 226-234, 268
7.2.2 Discussion of material changes in net sales or revenues 226-234, 268
8. Capital resources
8.1 Information on capital resources 251
8.2 Sources and amounts of cash flows 235-238, 252
8.3 Information on borrowing requirements and funding structure 238-242
Restrictions on the use of capital resources that have materially affected or could
8.4 265
materially affect the Group’s operations
8.5 Anticipated sources of funds 242
9. Regulatory environment 61-62, 127
10. Trend information
Most significant trends in production, sales and inventory, and costs and selling prices, and
10.1 any significant change in the financial performance of the Group since the end of the last 242, 296
financial period to the date of the Universal Registration Document
Known trends, uncertainties, demands, commitments or events that are reasonably likely
10.2 242
to have a material effect on the issuer's prospects for at least the current financial year
11. Profit forecasts or estimates
11.1 Statement on the validity of a forecast included in a previous prospectus N/A
Statement setting out the principal assumptions upon which the issuer has based its
11.2 N/A
forecast or estimate
Statement of comparability with historical financial information and consistency with
11.3 N/A
accounting policies
12. Administrative, management and supervisory bodies and senior management
12.1 Board of Directors and senior management 137-157, 168-172
Administrative, management and supervisory bodies and senior management conflicts of
12.2 172-173
interest
13. Remuneration and benefits
13.1 Remuneration and benefits in kind 177-197
13.2 Total amounts set aside or accrued to provide for pension, retirement or similar benefits 177-197
14. Board practices
14.1 Date of expiration of current terms of office 142-157, 168
14.2 Service contracts 172
Information about the Audit & Risk Committee and the Nomination & Compensation
14.3 162-165
Committee
14.4 Statement of compliance with the applicable corporate governance regimes 136
14.5 Potential material impacts on the corporate governance 138-141
15. Employees
15.1 Number of employees and breakdown 3, 29, 93
Shareholdings and stock options of the members of the Board of Directors and senior
15.2 177-204
management
15.3 Employee involvement in the capital 102-103, 200-204, 349, 350
16. Major shareholders
16.1 Shareholder notifications 351
16.2 Existence of different voting rights 351-352, 356

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 365

8
8 Additional information
8.5 Cross-reference tables

Cross-reference table for the Universal Registration Document – Annexes 1 and 2 of Commission
Delegated Regulation (EU) 2019/980 of March 14, 2019 supplementing Regulation (EU) 2017/1129 of
June 14, 2017 Page(s)
16.3 Control of Bureau Veritas 24, 350, 352
Arrangements, known to Bureau Veritas, the operation of which may at a subsequent date
16.4 176
result in a change of control
17. Related party transactions 295
Financial information concerning assets and liabilities, financial position and profits
18.
and losses
18.1 Historical financial information
223-246, 247-305, 312-333
18.1.1 Audited historical financial information covering the latest three financial years 193-214, 215-271, 277-301 (2018 RD)
167-188, 189-251, 258-286 (2017 RD)
18.1.2 Change of accounting reference date N/A
18.1.3 Accounting standards 255-263
18.1.4 Change of accounting framework 255-257
18.1.5 Financial information prepared according to French accounting standards 312-333
18.1.6 Consolidated financial statements 248-305
18.1.7 Age of financial information December 31, 2019
18.2 Interim and other financial information N/A
306-311, 334-337
18.3 Auditing of historical annual financial information (audit report) 272-276, 296-298 (2018 RD)
252-257, 279-281 (2017 RD)
18.4 Pro forma financial information 274
18.5 Dividend policy and amount 352
18.6 Administrative, legal and arbitration proceedings 221
18.7 Significant change in financial or commercial position 246
19. Additional information
19.1 Share capital
19.1.1 Subscribed share capital 346
19.1.2 Shares not representing capital 346
19.1.3 Treasury shares 346-348, 350
19.1.4 Securities 348
19.1.5 Acquisition rights or obligations 348
19.1.6 Options or agreements 348
19.1.7 History of share capital 349
19.2 Articles of Incorporation and by-laws
19.2.1 Corporate purpose 354
19.2.2 Share rights and preferences 354-355
19.2.3 Provisions affecting change of control 176
20. Material contracts 246
21. Documents available 363

366 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Additional information
8.5 Cross-reference tables

8.5.2 Annual Financial Report

Cross-reference table for the Annual Financial Report pursuant to article L. 451-1-2 of the French Monetary and Financial Code
and article 222-3 of the AMF General Regulations Page(s)
Consolidated financial statements 247-305
Statutory Auditors’ report on the consolidated financial statements 306-311
Bureau Veritas SA statutory financial statements 312-333
Statutory Auditors’ report on the financial statements 334-337
Management report (within the meaning of the French Commercial Code) see 8.5.3, page 368
Statement by the person responsible for the Annual Financial Report 360
Acquisition of treasury shares 346-348
Fees paid to Statutory Auditors 296

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 367

8
8 Additional information
8.5 Cross-reference tables

8.5.3 Management report

Cross-reference table for the management report pursuant to articles L. 225-100 et seq.,
L. 232-1 et seq. and R. 225-102 et seq. of the French Commercial Code Section(s) Page(s)
Activity of the Company and the Group
Group position and activity during the year 5.1 224-225
Activity and results of the Company, its subsidiaries and the companies it controls 5.2 226
Progress achieved and problems encountered 5.2 226-242
Analysis of changes in business, results and financial position 5.2 226-242
Introduction,
Key financial and non-financial performance indicators 12-14, 124-126
2.6.1
Trends and outlook 1.4.7, 5.5 39, 242
Significant events between the end of the reporting period and the preparation date
5.4, 6.6 242, 296
of the management report
Description of main risks and uncertainties 4.1 206-213
Climate change-related financial risks and measures taken by the Company N/A N/A
Research and development activities 1.7 63
Current subsidiaries 6.6, 6.9 297-305, 318-321
Internal control and risk management of financial and accounting information 4.2 214-219
Information on the use of financial instruments (financial risk management) 6.6 265, 292-295
Share trends 7.9.3 353
Injunctions or monetary penalties for anti-competitive practices N/A N/A
Other accounting and/or tax information
Amount of sumptuary expenses 6.10.3 332
Amount of dividends and other distributed revenue paid out in the last three financial years 6.10.2 331-332
Five-year financial summary 6.10.5 333
Payment terms for trade payables 6.10.6 333
Information on conditions pertaining to the exercise of stock options granted to Executive Officers 3.6.1, 3.6.4, 181-182, 185-186,
and to the retention of shares 3.6.6 193-197
3.6.1, 3.6.4, 181-182, 185-186,
Information on conditions relating to the retention of free shares granted to Executive Officers
3.6.6 193-197
Capital structure
Structure of and changes to share capital 7.7.1, 7.7.7 346, 349
Percentage of share capital owned by employees 7.8.1 350
Major holding notifications received by the Company 7.8.1 351
Changes in the breakdown of share capital and voting rights in the last three financial years 7.8.1 350
Ownership structure and changes during the financial year 1.2, 7.8.1 24, 350-352
297-305, 318-321,
Name(s) of companies controlled by the Group and percentage of share capital held 6.6, 6.9, 7.2
341
Acquisition during the year of significant holdings or control of companies whose registered
N/A N/A
office is in France
Transactions involving Company shares carried out by Executive Officers, their close relatives
3.7.2 199
or persons with close links to them
Purchase and resale by the Company of treasury shares 7.7.3 346-348
Social and environmental information
Non-Financial Statement (NFS) 2.6.3 127-129
Social and environmental information Chapter 2 66-130
Description and management of environmental and climate-related risks 2.2.2, 2.3.3 78, 113-118
Duty of care plan 2.4 119-121
Report prepared by the Board of Directors on corporate governance 8.5.4 369

368 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 Additional information
8.5 Cross-reference tables

8.5.4 Report on corporate governance

Cross-reference table for the report on corporate governance – articles L. 225-37 et seq. of the French Commercial Code Page(s)
Body chosen for the executive management of the Company (if the form of management has been changed) 137
Reference to a corporate governance code and application of the “comply or explain” principle 136
Composition of the Board of Directors 137-139
Balanced representation of women and men 137-139
Diversity policy applied to the Board of Directors 137-139
List of all directorships and positions held in companies by each Corporate Officer (including Executive Corporate Officers) 146-157, 168
Conditions governing the preparation and organization of the Board’s work 158
Limitations on the powers of the Chief Executive Officer 167
Agreements between a Corporate Officer or a major shareholder and a subsidiary, related-party agreements N/A
Procedure implemented by the Board of Directors to regularly assess agreements entered into in the ordinary course of
159-160
business
Compensation and benefits in-kind of each Executive Corporate Officer (ex-post) 183-186
Compensation policy for Executive Corporate Officers (ex-ante) 177-182
Fairness ratio between compensation accruing to Corporate Officers (including Executive Corporate Officers)
189-190
and the average/median compensation accruing to employees
Commitments made by the Company to Corporate Officers corresponding to components of compensation, benefits or
advantages due or likely to be due for taking up, departing or changing a corporate office or subsequent to departure from a 182, 186
corporate office
Summary table of the current delegations of authority granted by the Shareholders’ Meeting for share capital increases 174-176
Information provided for under article L. 225-37-5 of the French Commercial Code likely to have an impact in the event
176
of a public offer
Shareholders’ Meeting and conditions for participating 176, 355-357
Shareholder rights 354-355

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 369

8
8 Additional information
8.5 Cross-reference tables

8.5.5 AMF tables on the compensation of Corporate Officers

Cross-reference table for the AMF tables on compensation Page(s)
Table 1 Summary of the compensation, options and shares awarded to each Corporate Officer 192
Table 2 Summary of the compensation paid to the Chairman of the Board of Directors and Chief Executive Officer 192-193
Table 3 Compensation paid or awarded to members of the Board of Directors 183
Stock subscription or purchase options awarded during the financial year to each Corporate Officer
Table 4 193
by the issuer and by any Group company
Table 5 Stock subscription or purchase options exercised during the financial year by each Corporate Officer 194
Table 6 Performance shares granted to each Corporate Officer 195
Table 7 Performance shares that became available to each Corporate Officer 195
Table 8 Past grants of stock subscription or purchase options 195
Stock subscription or purchase options granted to the top ten employee grantees (excluding Corporate
Table 9 204
Officers) and options exercised by the latter during the financial year
Table 10 Past grants of performance shares 196-197
Table 11 Summary of the contracts, pension schemes, benefits and indemnities applicable to Corporate Officers 197

370 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 NOTES

BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT 371

NOTES

372 BUREAU VERITAS • 2019 UNIVERSAL REGISTRATION DOCUMENT

 BUREAU VERITAS
Joint stock company (société anonyme)
with registered capital of €53,039,494.56
€54 264 483,84
Registered with the Nanterre Trade and Companies Registry
(Registre du commerce et des sociétés)
under number B 775 690 621
Registered
Immeuble Newtime
40/52 Boulevard du Parc
92200 Neuilly-sur-Seine - France
Tel.: +33 (0)1 55 24 70 00

Corporate websites
www.bureauveritas.com
www.bureauveritas.fr
http://group.bureauveritas.com

This document is printed in France by an Imprim'Vert printer

on PEFC paper produced from sustainably managed forest.
Immeuble Newtime, 40/52 Boulevard du Parc - 92200 Neuilly-sur-Seine - France
Tel.: +33(0)1 55 24 70 00 - Fax: +33(0)1 55 24 70 01 - www.bureauveritas.com