Forvia Se · EURONEXT:FRVIA
Forvia — Shareholder Meeting (June 2022)
64 slides from Forvia's shareholder meeting presentation, Jun 1, 2022
Slide 1: Combined General Meeting 2022
Combined General Meeting 2022 1st June 2022
Slide 2: Introduction
Michel de Rosen Chairman Introduction 2 Combined General Meeting I 1st June 2022
Slide 3: Agenda
Agenda 01 2021: a foundational year 02 Financial results 03 New perspectives 04 Governance 05 Compensation 06 Auditors’ report 07 Questions - Answers 08 Voting of resolutions
Slide 4: 2021: a foundational year
Patrick Koller Chief Executive Officer 01 2021: a foundational year 4 Combined General Meeting I 1st June 2022
Slide 5: Faurecia becomes independent from its historic shareholder PSA/Stellantis
Faurecia becomes independent from its historic shareholder PSA/Stellantis Bigger free float (>85%*) Success Stellantis key Shareholding of Faur’ESO, shareholders Capital structure first employee remain 31 January 2022 New opportunities share ownership invested for growth and value creation program,
Slide 6: Strategic and transformative acquisition of HELLA
Strategic and transformative acquisition of HELLA – a leader in electronics, lighting and aftermarket solutions Combination of two complementary companies A rapid and successful integration 6 Combined General Meeting I 1st June 2022
Slide 7: A combination facilitated by common cultures
A combination facilitated by common cultures Ready >83% ❯ Shared convictions: 2 surveys in April and November sustainable mobility, on engagement with diversity, performance our transformation culture and customer focus Willing >88% ❯ Strong employee >4,000 Faurecia and HELLA engagement employees su
Slide 8: HELLA: a trusted automotive industry partner for years
HELLA: a trusted automotive industry partner for 120 years Founded in 3 activities 1899 Lighting, Electronics, Lifecycle Solutions Lippstadt (Germany) €6.5bn 10% sales of sales invested in R&D (financial year 2020/2021 - excluding (yearly average) currency and portfolio effects) 36,000 125 employees
Slide 9: Combined General Meeting I 1st June 2022
9 Combined General Meeting I 1st June 2022
Slide 10: Solid growth perspectives
Solid growth perspectives Creation of 7th global Perfectly aligned with A step ahead of the Strong value creation automotive supplier automotive industry competition thanks to a ❯ Highly complementary, megatrends portfolio of advanced ❯ Ideally positioned to leadership position technologies leverage
Slide 11: FORVIA: a new global leader in automotive technologies
FORVIA: a new global leader in automotive technologies A Group combining profitable growth and innovation, well placed to meet the strategic evolutions transforming our industry 7th 1 in 2 vehicles 6 80 global automotive worldwide equipped with supplier FORVIA products Business Groups automotive cus
Slide 12: A comprehensive portfolio: six business groups with 24 product lines
A comprehensive portfolio: six international business groups with 24 differentiating product lines Seating Interiors Clean Electronics Lighting Lifecycle Mobility Solutions ❯ Complete Seats ❯ Instrument Panels ❯ Ultra-low emissions ❯ Sensors & Actuators ❯ Headlamps ❯ Independent ❯ Mechanisms & ❯ Doo
Slide 13: >€250m of cost synergies by 2025
>€250m of cost synergies by 2025 200 10 projects account for >95% measures of potential total synergies validated as of Day One ❯ Direct and indirect purchasing Purchasing as primary source of ❯ Global Business Services synergies (followed by ❯ Digital transformation & IT operations) ❯ Electronics i
Slide 14: Financial results
Michel FAVRE Chief Financial Officer 02 Financial results 14 Combined General Meeting I 1st June 2022
Slide 15: 2021: heavily penalized by the semiconductor shortage and Covid
2021: heavily penalized by the semiconductor shortage and Covid In 2021, worldwide automotive production* remained Worldwide automotive production* low at 73.4m vehicles due to semiconductor shortage Vehicles in millions ❯ Far from pre-Covid levels ≥ 85 million ❯ Close to the record low of 70.7 mill
Slide 16: Highly resilient financial performance in 2021
Highly resilient financial performance in 2021 Resilient performance across 2021… ❯ Sales of €15.6bn up 8.8% on organic basis, outperforming worldwide automotive production by 500 bps (up only 3.8%) ❯ Operating income of €862m, representing 5.5% of sales (vs. 2.9% in 2020) ❯ Net cash flow of €305m (
Slide 17: Strong order intake in 2021
Strong order intake in 2021 Continued progress in customer satisfaction through the Total Customer Satisfaction program €75bn Cumulative order ❯ 70 awards in 2021 for global performance, manufacturing excellence, intake for 2019-2021 cost savings and innovation ❯ Improvement in customer perception w
Slide 18: Organic sales growth of 8.8% in 2021, 500 bps above the market
Organic sales growth of 8.8% in 2021, 500 bps above the market Profitability up to 5.5%, vs. 2.9% in Covid-affected 2020 FY 2021 sales €14,445m €(164)m €1,277m €60m €15,618m -1.1% +8.8% +0.4% Global Global automotive automotive production +3.8% production 70.7m* 73.4m* FY 2021 operating income €298m
Slide 19: Net income of €113m; net cash flow of €305m
Net Income (from continued operations) of €113m, vs. a loss of €303m in 2020 Strong improvement in net cash flow at €305m, vs. €13m in 2020 Net income from continued operations EBITDA €113m €2,109m 2020* €1,669m 2021 2020* 2021 €(303)m (464) Capex (530) (613) Capitalized R&D (670) (107) Change in WC
Slide 20: Net debt-to-adjusted EBITDA ratio reduced to 1.6x for 2021
Net debt-to-adjusted EBITDA ratio reduced to 1.6x for 2021 amid preparations to finance the HELLA acquisition Strong liquidity of €6.4bn as of December 31, 2021 Continued reduction to 1.6x in 2021 ❯ €4.9bn in available cash, including €1.9bn in debt issued in Net debt-to-adjusted EBITDA ratio Novemb
Slide 21: HELLA acquisition closed on January 31, 2022
HELLA acquisition closed on January 31, 2022, in line with projected timetable Acquisition of 81.6% of HELLA effective January 31, 2022 for the total sum of €5.4bn ❯ 60% acquired from the Hueck and Roepke Family pool: • €0.5bn paid via a Faurecia capital increase reserved for the “Family pool” • €3.
Slide 22: Worldwide automotive production to remain under pressure in 2022
Worldwide automotive production to remain under pressure in 2022 High inflation in 2022 Faurecia’s assumption for 2022 global automotive will affect operations production is more conservative than S&P Global Mobility, in several areas: especially for Europe and China in millions of vehicles* ❯ Raw m
Slide 23: Sales holding steady in Q1 2022
Sales holding steady in Q1 2022 ❯ Reported growth of 32.9% including 28.5% attributable to consolidation of HELLA (starting February 1, 2022) ❯ Positive currency effect of 3.2% primarily due to the US dollar and Chinese renminbi ❯ Organic sales growth of 1.1% 530bps outperformance of global automoti
Slide 24: Faurecia took measures to strengthen its financial flexibility
In Q1 2022, Faurecia took all necessary measures to strengthen its financial flexibility Faurecia has proactively renegotiated its debt covenant ❯ This covenant, tested twice a year at June 30 and December 31, was: Net debt-to-adjusted EBITDA ratio ≤ 3x ❯ After renegotiation, exceptionally and befor
Slide 25: FORVIA Guidance for 2022
FORVIA Guidance for 2022 This guidance is based on an assumption of worldwide automotive production of 74.2 million light vehicles in 2022*, and demonstrates the Group’s strong capacity to maintain its performance Sales between €23bn and €24bn Operating margin Net cash flow (including approx. €1.5bn
Slide 26: New perspectives
Patrick Koller Chief Executive Officer 03 New perspectives 26 Combined General Meeting I 1st June 2022
Slide 27: 3 strategic levers for growth
3 strategic levers for growth Electrification & Energy Automated & Safe Driving Personalized experiences Digital & sustainable cockpit Sustainability Innovation Our strengths People Operational excellence 27 Combined General Meeting I 1st June 2022
Slide 28: 3 strategic levers for growth
3 strategic levers for growth Electrification & Energy Automated & Safe Driving Personalized experiences Digital & sustainable cockpit Sustainability Innovation Our strengths People Operational excellence 28 Combined General Meeting I 1st June 2022
Slide 29: FORVIA: positioned across all high-value segments
FORVIA: positioned across all high-value segments BEV1: energy FCEV2 : advanced management solutions solutions for hydrogen for all phases of electrification mobility ❯ Fuel cell stack systems and hydrogen storage systems ❯ Solutions covering 75% of the hydrogen value chain ❯ Strong global hydrogen
Slide 30: BEV: an expanded offer focused on battery management systems
BEV: an expanded offer focused on battery management systems HELLA brings more than 10 years’ experience ❯ For hybrid and electric vehicles ❯ Monitoring voltage, temperature and current for safe and reliable battery function Examples: • Intelligent battery sensors • Cell monitoring units • Integrate
Slide 31: Hydrogen: recognized industrial leadership
Hydrogen: recognized industrial leadership Accelerating our global industrial footprint Confirming our ambitions ❯ € 500m order intake ❯ Ambition: € 3.5bn sales in 2030 31 Combined General Meeting I 1st June 2022
Slide 32: 3 strategic levers for growth
3 strategic levers for growth Electrification & Energy Automated & Safe Driving Personalized experiences Digital & sustainable cockpit Sustainability Innovation Our strengths People Operational excellence 32 Combined General Meeting I 1st June 2022
Slide 33: An ambition to be a leader in sensors and vision systems
An ambition to be a leader in sensors and vision systems Help drivers see Enhance and understand visibility in adverse their driving weather and lighting environment conditions ❯ Surround view cameras ❯ Rear view cameras Provide software ❯ Sensors and and AI solutions electronic mirrors to detect bl
Slide 34: From mechanical to electronically controlled systems
From mechanical to electronically controlled systems Examples By-wire Fail operational applications systems (braking and steering) To replace mechanical A redundant system systems for accelerating, capable of reacting safely braking or steering in case of failure 34 Combined General Meeting I 1st Ju
Slide 35: 3 strategic levers for growth
3 strategic levers for growth Electrification & Energy Automated & Safe Driving Personalized experiences Digital & sustainable cockpit Sustainability Innovation Our strengths People Operational excellence 35 Combined General Meeting I 1st June 2022
Slide 36: Ensuring digital continuity for a personalized experience
Ensuring digital continuity for an attractive and personalized experience Enabling people to stay Offering a fully connected and Already used in more than connected, productive customizable onboard experience 3m vehicles and entertained on the move 36 Combined General Meeting I 1st June 2022
Slide 37: Supporting OEMs to customize the vehicle interior
Supporting OEMs to customize the vehicle interior and exterior Lighting solutions enable our customers to differentiate their brand 37 Combined General Meeting I 1st June 2022
Slide 38: Sustainability
Sustainability 38 Combined General Meeting I 1st June 2022
Slide 39: CO2 neutrality at the heart of our strategy
CO2 neutrality at the heart of our strategy We continue to develop through the lens of sustainability An ambitious objective 3 key steps… 3 levers for FORVIA : ❯ By 2025: CO2 neutrality ❯ Less CO2 neutrality for our internal emissions ❯ Better from 2045 (scopes 1 and 2) ❯ Longer ❯ By 2030: -45% for
Slide 40: CO2 neutral in our operations
CO2 neutral in our operations Rapid and tangible progress, through partnerships with major energy players Partnership with Ambitious and ENGIE & EDP* quantifiable objectives ❯ 1million m2 ❯ at least 20% of solar panels at 150+ sites across 22 countries, providing improvement in cumulative peak energ
Slide 41: CO2 neutral in our products: sustainable materials division
CO2 neutral in our products: creation of a sustainable materials division to accelerate and differentiate our offer >400 Our focus: ❯ engineers in 2030 ❯ Raw materials: recycled materials and bio-sourced ❯ Sustainable polymers will be key in reducing the ❯ New materials: carbon footprint of vehicles
Slide 42: Improving product design for modular and recyclable cockpits
Improving the design of our products to make cockpits more - 48% modular and recyclable reduction in Extending product life CO2 emissions through eco-design and compared to a circular economy approach conventional seat Seat for the Planet: ❯ Reducing weight ❯ Using sustainable, recycled and recyclab
Slide 43: A responsible employer that promotes the development of all talents
A responsible employer that promotes the development of all talents A proactive approach and strong ambitions, in line with our values and convictions A learning organisation Diversity & Inclusion Safety & Training* Social responsibility FR1t accidents Faurecia Foundation: supporting local 35% <1.2
Slide 44: Our shared future
Our shared future €30bn ❯ A rapidly growing Group, ❯ A sustainable and order intake* ❯ €250m aligned with key customer-focused automotive megatrends organization synergies in 2025* ❯ Leading position in all ❯ A Group ready to €33bn activities with anticipate and drive differentiating mobility transi
Slide 45: Governance
Michel de Rosen Chairman 04 Governance Changes in 2021 and proposed changes in 2022 45 Combined General Meeting I 1st June 2022
Slide 46: Changes to the Board of Directors in 2021
Changes to the Board of Directors in 2021 A diverse, international and multidisciplinary Board of Directors 13 Board Members, including two members representing employees 6 ❯ Providing key expertise to 82%* and five women (45%*) nationalities Faurecia independent Board Members Recent evolution of th
Slide 47: Current composition of the Board of Directors
Current composition of the Board of Directors Independent Members Patrick Koller Chief Executive Officer Daniel Bernardino ● Michel de Rosen ● Judy Curran Odile Desforges ● Penelope Herscher ● Valérie Landon ● Member Chairman of the Boards Member Boards Member Board Member/ CEO France & Belgium repr
Slide 48: Board supported by three permanent specialized committees
A Board of Directors actively supported by its three permanent specialized committees Audit Committee Governance, Compensation Nominations and Committee Sustainability Committee Odile Desforges* Jean-Bernard Denis Mercier* Lévy* Chair Meetings 6 5 5 Attendance rate 95% 100% 100% ❯ Valérie Landon* ❯
Slide 49: Proposal for ratification of cooptation
Change to the Board of Directors: proposal for ratification of cooptation Ratification of the cooptation of Judy Curran as independent Board member ❯ Judy Curran was appointed by cooptation to the Board of Directors in February 2022 as an independent Board Member. Ms. Curran, who is American, has ex
Slide 50: Proposal for appointment of Board member
Change to the Board of Directors: proposal for appointment Proposal for appointment by the 2022 CGM of Dr Jürgen Behrend as a non-independent Board member ❯ Representing the Hueck and Roepke Family pool (the main shareholder as of January 31, 2022), Dr Jürgen Behrend is German and the former Chief E
Slide 51: Compensation
Denis Mercier Administrator independent, Chairman, Compensation Committee 05 Compensation 51 Combined General Meeting I 1st June 2022
Slide 52: Compensation for the Chairman of the Board of Directors
Compensation for the Chairman of the Board of Directors 2021 compensation (ex post) 2022 compensation policy (ex ante) €310,000 ❯ Stable – No change in 2022 ❯ In line with benchmark (vs. €296,228 in 2020, taking ❯ Simple – Fixed compensation, benefits in kind and social into account the Covid-19 cri
Slide 53: Compensation for Board members
Compensation for Board members 2021 compensation (ex post) 2022 compensation policy (ex ante) €865,000 ❯ Fixed component and the preponderance of the variable component based on meeting attendance (+ costs connected to distance) out of a budget of €900,000 ❯ Stable – No change in 2022 (vs. €703,000
Slide 54: CEO compensation for 2021
CEO compensation for 2021 Annual fixed Short-term annual Long-term variable Other components compensation variable compensation compensation ❯ Severance indemnity ❯ 0-180% Plans 10 and 11 (24 months)* €1,000,000 of annual fixed ❯ Plan 10 (performance assessed compensation as of 12/31/2020) = 0 shar
Slide 55: CEO compensation policy for 2022
CEO compensation policy for 2022 Annual fixed Short-term annual Long-term variable Other components compensation variable compensation compensation ❯ Determined through ❯ 0-180% ❯ 0-250% of the annual ❯ Other usual use of a European of the annual fixed fixed compensation compensation benchmark compe
Slide 56: Statutory Auditors’ report
Guillaume Brunet-Moret Statutory Auditor, EY 06 Statutory Auditors’ report 56 Combined General Meeting I 1st June 2022
Slide 57: Questions & answers
07 Questions & answers 57 Combined General Meeting I 1st June 2022
Slide 58: Voting of resolutions
Nolwenn Delaunay Group General Counsel and Board Secretary 08 Voting of resolutions 58 Combined General Meeting I 1st June 2022
Slide 59: Voting results
Voting results Title For Against Result Resolution 1 Approval of the parent company financial statements for the fiscal year ending December 31, 2021 – Approval of non-tax-deductible 99.94% 0.06% Approved expenses and costs Resolution 2 Approval of the consolidated financial statements for the fisca
Slide 60: Voting results
Voting results Title For Against Result Resolution 6 Appointment of Jürgen Behrend as Board member 98.82% 1.18% Approved Resolution 7 Approval of the information referred to in I of Article L. 22-10-9 of the 96.68% 3.32% Approved Code of commerce – Report on compensations Resolution 8 Approval of th
Slide 61: Voting results
Voting results Title For Against Result Resolution 11 Approval of the compensation policy for the Chairman of the Board of 99.60% 0.40% Approved Directors Resolution 12 Approval of the compensation policy for the Chief Executive Officer 85.20% 14.80% Approved Resolution 13 Authorization to be grante
Slide 62: Voting results
Voting results Title For Against Result Resolution 16 Delegation of authority to be granted to the Board of Directors to issue 94.88% 5.12% Approved shares and/or securities giving access, immediately or in the future, to the share capital of the Company and/or of a Subsidiary, without preferential
Slide 63: Voting results
Voting results Title For Against Result Resolution 20 Authorization to be granted to the Board of Directors to grant, for free, 92.88% 7.12% Approved existing shares and/or shares to be issued to employees and/or certain corporate officers of the Company or of affiliated companies or economic intere
Slide 64: -ORVIA
-ORVIA ‘Faurecia