Alstom Sa · EURONEXT:ALO
Alstom Sa — Shareholder Meeting (June 2015)
86 slides from Alstom Sa's shareholder meeting presentation, Jun 30, 2015
Slide 1: Shareholders' Meeting 30 June 2015
SHAREHOLDERS’ MEETING 30 June 2015
Slide 2: Introduction
INTRODUCTION Patrick Kron ALSTOM Shaping the future
Slide 3: Opening
OPENING Kareen CEINTRE - Company Secretary
Slide 4: Agenda of the Shareholders' Meeting and resolutions
• Agenda of the Shareholders’ Meeting: Notice of meeting, page 3 • Resolutions: Notice of meeting, pages 31 to 34 P4
Slide 5: Alstom & You
ALSTOM & YOU Patrick Kron ALSTOM Shaping the future
Slide 6: Shareholding structure
Shareholding structure 1% 2% 2% France Institutional investors 8% Europe 12% (excl. France & UK) Bouygues UK 29% 19% 53% North America Individual shareholders 62% Asia 12% Employees Rest of the World You are 200,000 shareholders* * Based on an analysis as at 4 May 2015 P6
Slide 7: Your information
Your information A continuous dialogue with individual shareholders Dedicated web Shareholders’ Site visits Information Alstom page section letters meetings Open de France www.alstom.com/ investors Shareholders’ Tribune Contact us Email address: investor.relations@chq.alstom.com P7
Slide 8: Alstom in 2014/15
Alstom in 2014/15 Patrick Kron
Slide 9: Scope of the 2014/15 annual results
Scope of the 2014/15 annual results IFRS 5 • Transport activity with a share of corporate costs CONTINUED TRANSPORT OPERATIONS • Net income from continued operations impacted, up to closing, by high transitory financial charges THERMAL POWER DISCONTINUED • Energy activities as well as some corporate
Slide 10: Main events
Main events • 2014/15 results • Transport showing solid commercial and operational performance − Orders up 63%, sales growth of 8% − IFO margin (including corporate costs) improving from 4.7% to 5.2% • FCF from continued operations (bef. tax and financial cash-out) positive • Strong cash flow genera
Slide 11: Record level of orders (Transport)
Record level of orders (Transport) Orders (in € million) 10,046 Europe 6,148 • Book-to-bill above 1 for the fifth year in Americas Book-to-bill 1.6 a row Middle-East/Africa • Strong demand for services, signalling Asia Pacific 1.1 and urban products 2013/14* 2014/15 • Emerging markets representing t
Slide 12: Commercial successes across all geographies
Commercial successes across all geographies Sweden: Coradia Nordic regional trains UK: Maintenance for (€150m) Sleeper trains (€125m) France: Trains for Paris metro (€500m) Switzerland: Pendolino high speed trains (€115m) Spain: Atlas signalling Mexico: Full metro system for North-West system in Gua
Slide 13: Robust operational performance
Robust operational performance Sales (in € million) Robust growth in sales: +8% 5,726 6,163 + 8% • Main deliveries: suburban, intercity and high- speed trains (France, Italy and Germany); very high-speed trains (Morocco); tramways (Dubai) 2013/14* 2014/15 • Emerging countries representing 30% of sal
Slide 14: Investment for future growth
Investment for future growth • €116 million of R&D expenditures • Trains: new Citadis tramways (notably for the North American market) • Systems: AXONIS, integrated metro solution • Services: HealthHub, predictive maintenance tool • New Signalling solutions: URBALIS Fluence • €100 million of investm
Slide 15: Discontinued operations – Energy
Discontinued operations – Energy Key figures for information purposes In € million -12 % -7 % 15,115 13,321 14,332 13,330 Orders Sales 2013/14* 2014/15 2013/14* 2014/15 396 FCF 98 Net income 104 (before tax and 19 financial cash-out) 2013/14* 2014/15 2013/14* 2014/15 • Orders impacted by low order i
Slide 16: Update on the project with General Electric
UPDATE ON THE PROJECT WITH GENERAL ELECTRIC Patrick KRON
Slide 17: Project with General Electric
Project with General Electric Completed • Information – consultation with works councils • Finalisation and signing of sale contract and other associated agreements (Energy JVs, GE Signalling) • French Foreign Investment authorisation obtained • Transaction largely approved by shareholders (99,2%) O
Slide 18: Use of proceeds
Use of proceeds • Provide the Group with a solid balance sheet structure • Deleverage the Group • Support development of the Group • GE Signalling acquisition • Reinvestment in the JVs with GE • Maintain strong liquidity • Ample liquidity at closing • Outstanding debt to be reimbursed progressively
Slide 19: Environment and sustainable development
ENVIRONMENT AND SUSTAINABLE DEVELOPMENT Jean-Michel GEFFRIAUD Vice President Corporate Social Responsibility and Environment/Health & Safety
Slide 20: Limiting greenhouse gas emissions
Limiting greenhouse gas (GHG) emissions: a major challenge for our children’s future • Global challenges 9 billion 2050 Increased Clean and affordable energy demand for 7 billion Efficient transport means Today • COP 21 - Paris 2015: a worldwide context around GHG emissions − Need for an internation
Slide 21: Solutions for zero emission power generation - Renewable Power
Alstom solutions for “zero emission” power generation - Alstom Renewable Power • Technologies adapted to all renewable energy sources ONSHORE WIND HYDRO OFFSHORE WIND GEOTHERMAL SOLAR THERMAL BIOMASS TIDAL P 21
Slide 22: Thermal Power solutions - Carbon Capture & Storage
Alstom: solutions taking into account the existing - Alstom Thermal Power • Carbon Capture & Storage (CCS) technology Capture Power plants Industry • 14 Alstom pilots in Europe and the Transport USA Pipelines Ships • Oxy- and Post-combustion technologies - 90% capture and 99% purity achieved on coal
Slide 23: Solutions for existing thermal power plants
Alstom: solutions for existing thermal power plants • Carbon Capture & Storage (CCS) technology White Rose CCS project, United Kingdom P 23
Slide 24: Carbon Capture and Storage movie
Alstom Thermal Power - Carbon Capture and Storage Movie
Slide 25: An investment for the future of the planet - Grid
An investment for the future of the planet Alstom Grid CHALLENGE • SF6: gas commonly used since the 80s in high-voltage electric equipment for its insulation and electrical current breaking properties • Extremely high global warming potential SF6 CO2 ALSTOM’S SOLUTION Tons of CO2 eq emitted • Altern
Slide 26: Rail: a key contributor to sustainable transport
Rail: a key contributor to sustainable transport systems • Very good performances from • Benefits including air quality, space use CO2 emissions perspective and safety Inherent efficiency of trains (public transportation) Electricity powered (rail passenger traffic today powered by electricity a
Slide 27: Transport energy management solutions movie
Alstom Transport - Energy management Movie solutions
Slide 28: HESOP energy and costs optimisation
HESOP - Global solution for energy and costs optimisation - Alstom Transport • An innovative reversible power-supply sub-station for urban and suburban networks • A single converter for traction and recovery functions − Capturing more than 99% of recoverable energy during braking mode − Global dimen
Slide 29: Leading by example in the factories
Leading by example in the factories A better energy efficiency and GHG emission management for its operations Sales evolution over the period: -2.2% 2011 2014 2015 target Energy intensity 80 - 15% 68 75 GHG emission intensity 25 - 16% 21 22 (in tons eq. CO2/sales in € million ) Environmental-friendl
Slide 30: Efforts on the environmental performance (1/2)
Efforts on the environmental performance (1/2) • We share the power, a Renewable Power initiative 1 Let’s save energy 2 Let’s share best practices 3 Let’s share the power in our factories every day • Encourage energy • Animate communities of • Support projects giving access efficiency in our factori
Slide 31: Efforts on the environmental performance (2/2)
Efforts on the environmental performance (2/2) • Alstom listed in 2 world-famous indices related to sustainable development performance − Carbon Disclosure Leadership Index (CDLI) (French companies), for the 3rd year* − Dow Jones Sustainability Indices (DJSI) World & Europe, for the 4th year* * 2014
Slide 32: Financial results 2014/15
FINANCIAL RESULTS 2014/15 Jean-Jacques MORIN
Slide 33: Income statement
Income statement % change In € million 2013/14* 2014/15 reported Income from operations** 268 318 19% Restructuring charges (48) (106) Other non-operating expenses (58) (833) EBIT 162 (621) Financial result (159) (137) Tax result 94 8 Equity investees 70 (64) Minority interests (continued operations
Slide 34: Volatility of free cash flow (Group)
Volatility of free cash flow (Group) In € million 947 (429) (157) (1,376) 2013/14* H1 14/15 H2 14/15 2014/15 * Adjusted after IFRS 5 and IFRS 11 P 34
Slide 35: Net debt evolution (Group)
Net debt evolution (Group) In € million (3,038) (3,143) 573 (429) (249) Mars-14* March 14* Cash-Flow Free Cash Flow Acq. &Acq Disposals Change Forex & Mars-15 March 15 & cessions &Other divers * Adjusted after IFRS 11 P 35
Slide 36: Equity evolution (Group)
Equity evolution (Group) In € million 5,109 (719) 333 (499) 4,224 Mars-14* March 14* Résultat Net net income Pensions Pensions Divers Others Mars-15 March 15 * Adjusted after IFRS 11 P 36
Slide 37: Corporate governance
CORPORATE GOVERNANCE Patrick KRON
Slide 38: Board of Directors
Board of Directors A diversified Board 14 Directors • 10 independent Directors (71%) • 8 foreigners (57%) • 5 women (36%) P 38
Slide 39: Governance and remuneration
GOVERNANCE AND REMUNERATION Jean-Martin FOLZ – Lead Director Chairman of the Nominations and Remuneration Committee
Slide 40: Board of Directors activity in 2014/15
Board of Directors Activity in 2014/15 • Selection of General Electric’s offer for the acquisition of Alstom Energy activities, acquisition of GE Signalling by Alstom and creation of a global alliance in rail Activity of the Board of Directors in • Study of modalities to distribute part of the cash
Slide 41: Board of Directors' Committees
Board of Directors’ Committees 3 specialised Committees chaired by independent Directors Nominations and Ethics, Compliance and Audit Committee Remuneration Committee Sustainability Committee Alan Thomson* Jean-Martin Folz* Pascal Colombani Pascal Colombani Candace K. Beinecke* Bi Yong Chungunco Lal
Slide 42: Evolution of the composition of the Board
Evolution of the composition of the Board of Directors 7 mandates ending 4 renewals proposed Patrick Kron (resolutions 4 to 7) Candace K. Beinecke Patrick Kron Klaus Mangold Candace K. Beinecke Alan Thomson Klaus Mangold Alan Thomson 3 replacements proposed Jean-Martin Folz (resolutions 8 to 10) Amp
Slide 43: Proposed appointment: Henri Poupart-Lafarge
Board of Directors Resolution 8 Proposed appointment • Henri Poupart-Lafarge − Nationality • French − Main Function • Executive Vice President of the Alstom Group and President of the Transport Sector − Other directorships (outside of the Alstom Group) • Member of the Supervisory Board of Vallourec
Slide 44: Proposed appointment: Géraldine Picaud
Board of Directors Resolution 9 Proposed appointment • Géraldine Picaud − Nationality • French − Main Function • CFO of the Essilor Group (listed company) − Other current directorships and positions • In France: Director of Fondation Vision for Life • Abroad: Director of Coastal.com, Transitions Opt
Slide 45: Proposed appointment: Sylvie Rucar
Board of Directors Resolution 10 Proposed appointment • Sylvie Rucar − Nationality • French − Main Function • Advisor − Other current directorships and positions • Member of the Supervisory Board of CFAO (listed company), Chairman of the Audit Committee, member of the Sustainable Development Committ
Slide 46: Board and governance after the Shareholders' meeting
Board of Directors and governance after the Shareholders' meeting* • CEO − Patrick Kron • Board of Directors of 14 members − 9 independent Directors (64%) − 6 foreigners (43%) − 6 women (43%) • Lead Director − Gérard Hauser • Board Committees * Subject to the renewals of mandates by the Shareholders
Slide 47: Future Board Committees
Future Board Committees* 3 specialised Committees chaired by independent Directors Nominations and Ethics, Compliance and Audit Committee Remuneration Committee Sustainability Committee Alan Thomson Gérard Hauser Pascal Colombani Pascal Colombani Candace K. Beinecke Bi Yong Chungunco Lalita D. Gupte
Slide 48: Lead Director
Lead Director Activity in 2014/15 • Appointed on 7 May 2014 – Chairmanship of Nominations and Remuneration Committee on 1 July 2014 • Chairmanship and conduct of the Ad Hoc Committee of Independent Directors’ work created by the Board of Directors on 29 April 2014 for the purpose of reviewing Genera
Slide 49: Nominations and Remuneration Committee
Nominations and Remuneration Committee Activity in 2014/15 • Recommendation relative to the creation of the Lead Director position: duties, prerogatives and compensation Nominations and • Search and proposal of new candidates for consideration as Director remuneration Committee activity in • Recomme
Slide 50: Remuneration of Patrick Kron for fiscal year 2014/15
Remuneration of Patrick Kron in respect of fiscal year 2014/15 submitted to the advisory vote of the shareholders - Resolution 11 • Structure of the remuneration of Patrick Kron: − An annual fixed amount set at the beginning of the fiscal year reflecting the experience and the responsibilities of th
Slide 51: Fixed and variable remuneration due for 2014/15
Fixed and variable remuneration due for fiscal year 2014/15 Resolution 11 • Total fixed remuneration: €1,200,000 (unchanged) • Total variable gross remuneration: €1,268,000 corresponding to 105.7% of the fixed gross salary (for a variable remuneration target of 100% and a variable maximum remunerati
Slide 52: Exceptional variable remuneration
Exceptional variable remuneration decided during the fiscal year 2014/15 - Resolution 11 • Exceptional and conditional remuneration within the meaning of the Article 23.2.3, 9th paragraph of the AFEP-MEDEF Code, allocated by the Board upon the proposal of the Nominations and Remuneration Committee a
Slide 53: Supplemental retirement scheme
Supplemental retirement scheme previously approved by the General Shareholders’ Meeting - Resolution 11 • Defined benefit plan − Amount based on the assumption of a retirement at age 62: approximately 12% of the annual reference remuneration* • Defined contribution plan − Amount based on the assumpt
Slide 54: Related party agreements for Patrick Kron - Resolution 12
Related party agreements made to the benefit of Patrick Kron - Resolution 12 • Approval of the same commitments as those presently benefiting to Patrick Kron and which were authorised on 5 May 2015 by the Board subject to renewal of his mandates (commitments previously approved by the General Meetin
Slide 55: Exceptional remuneration of ad hoc Committee members
Related party agreements – Exceptional remuneration of the members of the ad hoc Committee of the Board - Resolution 13 • Approval of exceptional compensation within the meaning of Article L.225-46 of the French Commercial Code approved by the Board on 6 May, 2014 for the benefit of the independent
Slide 56: Audit
AUDIT Alan THOMSON – Chairman of the Audit Committee
Slide 57: Audit Committee activity 2014/15
Audit Committee Activity in 2014/15 • President: Alan Thomson since 2013 • Attributions and operation: Internal rules of the Committee - Systematic participation in the Chief Financial Audit Committee Officer, the Senior Vice President of Internal Audit, the activity in 2014/15 Group Controller, the
Slide 58: Audit Committee activity 2014/15 (continued)
Audit Committee Activity in 2014/15 • Review of internal control procedures and action plans • Detailed review of the changes to the Group’s Information Systems and Technology internal controls • Review of the internal audit activity and approval of the program for the following fiscal year • Review
Slide 59: Ethics, Compliance and Sustainability
ETHICS, COMPLIANCE AND SUSTAINABILITY Pascal COLOMBANI – Chairman of the Ethics, Compliance and Sustainability Committee
Slide 60: Ethics, Compliance and Sustainability Committee
Ethics, Compliance and Sustainability Committee • Creation in 2010 Ethics, Compliance and • President : Pascal Colombani since 2014 Sustainability • Attributions Committee activity in − Ethics and Compliance 2014/15 • Review of the Group's policy and Code of Ethics • Review of the organisation and p
Slide 61: Ethics and Compliance at Alstom
Ethics and Compliance at Alstom – Activity in 2014/15 • Group's policy strengthening − End of Sales Consultants hiring paid on success − Strengthening of the policy implemented on joint ventures, suppliers, contractors, etc. − Outsourcing of the alert procedure • Training and Communication − Enhance
Slide 62: Ethics, Compliance and Sustainability Committee activity
Ethics, Compliance and Sustainability Committee - Activity in 2014/15 Sustainability • Review of Corporate Social Responsibility actions (CSR) − Positive development of monitored environmental indicators − Improved results in terms of safety − Monitoring of actions on diversity promotion • Monitorin
Slide 63: Auditors' report
AUDITORS’ REPORT Thierry Colin– Mazars
Slide 64: Dialogue with the shareholders
DIALOGUE WITH THE SHAREHOLDERS
Slide 65: Vote of the resolutions
VOTE OF THE RESOLUTIONS Kareen Ceintre – Company Secretary
Slide 66: 1st resolution – Ordinary part of the Meeting
1st resolution – Ordinary part of the Meeting • Approval of the statutory financial statements and operations for the fiscal year ended 31 March 2015 Assemblée Générale 2015 – 30 juin 2015 – P 66
Slide 67: 2nd resolution – Ordinary part of the Meeting
2nd resolution - Ordinary part of the Meeting • Approval of the consolidated financial statements and operations for the fiscal year ended on 31 March 2015 Assemblée Générale 2015 – 30 juin 2015 – P 67
Slide 68: 3rd resolution – Allocation of loss
3rd resolution - Ordinary part of the Meeting Allocation of the € 597,443,935.86 loss of the fiscal year ended on 31 March 2015 : • Entirely to the General reserve account General reserve reduced to € 6,669,712,233.79 • No dividend paid in respect of the fiscal year Assemblée Générale 2015 – 30 juin
Slide 69: 4th resolution – Renewal of Patrick Kron
4th resolution - Ordinary part of the Meeting • Renewal of Mr Patrick Kron’s appointment as a Director Assemblée Générale 2015 – 30 juin 2015 – P 69
Slide 70: 5th resolution – Renewal of Candace Beinecke
5th resolution - Ordinary part of the Meeting • Renewal of Ms Candace Beinecke’s appointment as a Director Assemblée Générale 2015 – 30 juin 2015 – P 70
Slide 71: 6th resolution – Renewal of Klaus Mangold
6th resolution - Ordinary part of the Meeting • Renewal of Mr Klaus Mangold’s appointment as a Director Assemblée Générale 2015 – 30 juin 2015 – P 71
Slide 72: 7th resolution – Renewal of Alan Thomson
7th resolution - Ordinary part of the Meeting • Renewal of Mr Alan Thomson’s appointment as a Director Assemblée Générale 2015 – 30 juin 2015 – P 72
Slide 73: 8th resolution – Appointment of Henri Poupart-Lafarge
8th resolution - Ordinary part of the Meeting • Appointment of Mr Henri Poupart-Lafarge as a Director Assemblée Générale 2015 – 30 juin 2015 – P 73
Slide 74: 9th resolution – Appointment of Géraldine Picaud
9th resolution - Ordinary part of the Meeting • Appointment of Ms Géraldine Picaud as a Director Assemblée Générale 2015 – 30 juin 2015 – P 74
Slide 75: 10th resolution – Appointment of Sylvie Rucar
10th resolution - Ordinary part of the Meeting • Appointment of Ms Sylvie Rucar as a Director Assemblée Générale 2015 – 30 juin 2015 – P 75
Slide 76: 11th resolution – Advisory vote on Patrick Kron remuneration
11th resolution - Ordinary part of the Meeting • Advisory vote of the Shareholders on the elements of remuneration due or attributed to Mr Patrick Kron in the fiscal year 2014/2015 Assemblée Générale 2015 – 30 juin 2015 – P 76
Slide 77: 12th resolution – Related-party commitments
12th resolution - Ordinary part of the Meeting • Approval of related-party commitments made to the benefit of Mr Patrick Kron and set out in Article L. 225-42-1 of the French Commercial Code Assemblée Générale 2015 – 30 juin 2015 – P 77
Slide 78: 13th resolution – Related party agreements
13th resolution – Ordinary part of the Meeting • Approval of related party agreements entered into during fiscal year 2014/2015 – Exceptional compensation as set out in article L. 225-46 of the French Commercial Code in favour of the members of the ad hoc Committee of the Board of Directors Assemblé
Slide 79: 14th resolution – Renewal of PricewaterhouseCoopers
14th resolution - Ordinary part of the Meeting • Renewal of PricewaterhouseCoopers Audit as Statutory Auditor Assemblée Générale 2015 – 30 juin 2015 – P 79
Slide 80: 15th resolution – Renewal of Mazars
15th resolution - Ordinary part of the Meeting • Renewal of Mazars as Statutory Auditor Assemblée Générale 2015 – 30 juin 2015 – P 80
Slide 81: 16th resolution – Deputy Statutory Auditor PwC
16th resolution - Ordinary part of the Meeting • Appointment of Mr Jean-Christophe Georghiou as a Deputy Statutory Auditor of PricewaterhouseCoopers Audit Assemblée Générale 2015 – 30 juin 2015 – P 81
Slide 82: 17th resolution – Deputy Statutory Auditor Mazars
17th resolution - Ordinary part of the Meeting • Appointment of Mr Jean-Maurice El Nouchi as a Deputy Statutory Auditor of Mazars Assemblée Générale 2015 – 30 juin 2015 – P 82
Slide 83: 18th resolution – Authorisation to trade Company's shares
18th resolution - Ordinary part of the Meeting • Authorisation to be given to the Board of Directors to trade the Company’s shares - Maximum amount: 10% of the share capital - Duration : 18 months Assemblée Générale 2015 – 30 juin 2015 – P 83
Slide 84: 19th resolution – Cancellation of shares
19th resolution - Extraordinary part of the Meeting • Authorisation given to the Board of Directors to reduce the share capital by cancellation of shares - Maximum amount: 10% of the share capital - Duration : 24 months Assemblée Générale 2015 – 30 juin 2015 – P 84
Slide 85: 20th resolution – Formalities
20th resolution - Extraordinary part of the Meeting • Authorisation to implement the Shareholders’ Meeting’s decisions and complete the formalities Assemblée Générale 2015 – 30 juin 2015 – P 85
Slide 86: www.alstom.com
www.alstom.com