Legrand Sa · EURONEXT:LR
Legrand Sa — Shareholder Meeting (May 2010)
74 slides from Legrand Sa's shareholder meeting presentation, May 27, 2010
Slide 1: 2010 Combined General Meeting of Shareholders
2010 Combined General Meeting of Shareholders May 27, 2010
Slide 2: Agenda
Agenda Growth drivers – G. Schnepp A more responsive and efficient organization – O. Bazil Financial results – A. Burel A strong, competitive financial structure – G. Schnepp Social and environmental responsibility and corporate governance – G. Schnepp Presentation of resolutions – G. Sc
Slide 3: Growth Drivers
Growth Drivers Gilles Schnepp Chairman and Chief Executive Officer 2010 A G M 3
Slide 4: Growth Drivers
Growth Drivers Innovation Emerging countries 3 promising opportunities: Energy efficiency Digital convergence Ageing population 2010 A G M 4
Slide 5: Active Innovation Strategy
Active Innovation Strategy Research & Development Innovation Over 1,800 people dedicated to R&D Close to 5% of sales invested in R&D 35% of sales generated with new products Investment in new products Spending on R&D (in €m and % of investments) (as % of sales) 59% 41% 4.8% 4.4% 69 66 2008 200
Slide 6: Active Innovation Strategy
Active Innovation Strategy New product launches, including: Control and command Energy distribution Innovation Arteor Mallia DMX3 Alpistatic Digital Lighting Nereya Management Voice-Data-Images Cable Management LCS2 Btnet GTL Viadis Logix 2010 A G M 6
Slide 7: Efficient Business Model
Efficient Business Model Organic growth Acquisitions Emerging countries Market share Profitability 2010 A G M 7
Slide 8: Replicating the Legrand Business Model with Success in Emerging Countries
Replicating the Legrand Business Model with Success in Emerging Countries €210m of sales acquired in Organic growth strategy emerging countries since 2005 Organic growth Innovation Acquisitions Effective segmentation of ranges 90% with #1 or #2 market position Emerging countries In emerging countrie
Slide 9: 3 Promising Opportunities
3 Promising Opportunities Opportunities for today Opportunity for tomorrow Energy efficiency Buildings alone account for 40% of all energy Ageing of the population used 4-fold 3 opportunities increase in world population over age 80 in slightly more than a Digital convergence generation(1) Growing n
Slide 10: Opportunities for Today – Energy Efficiency
Opportunities for Today – Energy Efficiency Temperature management Solar-cell protection & mgmt Consumption monitoring Up to 12% savings Secured operation Energy on heating. of commercial and consumption residential solar display system: up installations. to 15% savings. Living scenarios Energy dist
Slide 11: Opportunities for Today – Energy Efficiency
Opportunities for Today – Energy Efficiency Lighting Management Up to 55% savings on energy Presence and luminance management with variation in a 400sq.m building(1) SAVINGS /YEAR (2) €327 + = 3 opportunities SAVINGS /YEAR (2) 0.5 t.éq. CO2 (3) Motion detector with Voluntary Switch on/off luminance
Slide 12: Opportunities for Today – Energy Efficiency
Opportunities for Today – Energy Efficiency Sales of energy-efficient solutions as % of total sales 6.4% 3.0% 13%(1) per year 3 opportunities 1999 2009 1. Compound Annual Growth Rate 2010 A G M 12
Slide 13: Opportunities for Today – Digital Convergence
Opportunities for Today – Digital Convergence Digital Networks Connectivity Infrastructures Copper Enclosures, patch connectors or panels, zone fiber optic high- boxes, wifi access performance, point, etc. HDMI connections, UBS, etc. 3 opportunities Commercial applications: Energy Management Safety
Slide 14: Opportunities for Today – Digital Convergence
Opportunities for Today – Digital Convergence Sales of digital infrastructures as % of total group sales 13%(1) 8% 9%(2) per year 3 opportunities 1999 2009 1. 22% including residential systems, lighting systems etc. 2010 A G M 14 2. Compound Annual Growth Rate
Slide 15: Opportunities for Tomorrow – Ageing Population
Opportunities for Tomorrow – Ageing Population Preventing falls Lighting Luminous Automatic path switch switch Preventing home risks Gas detector Smoke detector Flood detector 3 opportunities Hands-free monitoring Contactless Hand-free door entry Easy-fit switch system socket Remote communic
Slide 16: A More Responsive and Efficient Organization
A More Responsive and Efficient Organization Olivier Bazil Vice Chairman and Chief Operating Officer 2010 A G M 16
Slide 17: Legrand: A New Step Forward
Legrand: A New Step Forward From 2009: Revamped organization Administration Production R&D 2002: Structural reorganization Front Office / Back Office Creation industrial divisions Global sourcing 2010 A G M 17
Slide 18: Process Re-engineering Administration
Process Re-engineering Administration IT systems: centralizing infrastructures for greater safety and responsiveness Client communication: use of the tools (e-communication) that are more competitive and respectful of environment Professional trips: Increased use of conference calls and webcas
Slide 19: Process Re-engineering Production
Process Re-engineering Production Platform rationalization(1) From To 85 ranges 60 ranges 29 platforms 9 platforms Reduce 60-70% Increase product update reduction in number of in facility utilization complexity & components rate inventories 2010 A G M 19 1. Example for wiring devices and home system
Slide 20: Process Re-engineering R&D
Process Re-engineering R&D New processes in product design From To 22-month development cycle 14 months 10 projects 18 projects Increase and accelerate Deployment of eco-design new product launches 2010 A G M 20
Slide 21: Financial Results
Financial Results Antoine Burel Chief Financial Officer 2010 A G M 21
Slide 22: Sales in 2009
Sales in 2009 Total sales: €3,578m in 2009 -14.9% -13.9% like-for-like(1) USA & Canada: €513m France: €913m -15.5% LFL(1) -8.3% LFL(1) Italy: €572m -20.0% LFL(1) Rest of the world : €869m Rest of Europe: €711m -7.1% LFL(1) -20.9% LFL(1) 2010 A G M 22 1. At constant scope of consolidati
Slide 23: 2009 Full-Year Results
2009 Full-Year Results Change in net sales Resilient adjusted EBIT margin In €m in €m and as % of sales 4,202 16.6% 3,578 16.2% -14.9% 698 579 2008 2009 2008 2009 Healthy free cash-flow generation Net Result in €m and as % of sales in €m and as % of sales 18.3% 8.3% 8.1% 10.2% 655 350 290 430 2008 2
Slide 24: 2010 First-Quarter Results
2010 First-Quarter Results Change in net sales Strong increase in adjusted operating In €m income (in €m and as % of sales) 901 912 20.5% 15.0% +1.1% +38% 187 135 1st Q. 2009 1st Q. 2010 1st Q. 2009 1st Q. 2010 Highlights Emerging markets: strong rise in sales (+15.8% ) and leverage effect on marg
Slide 25: 2010 Objectives
2010 Objectives Legrand has set its 2010 target for adjusted operating margin at over 18%. 1. See press release announcing 2010 first-quarter results on May, 6th 2010 for full text 2010 A G M 25
Slide 26: A Strong, Competitive Financial Structure
A strong, Competitive Financial Structure Gilles Schnepp Chairman and Chief Executive Officer 2010 A G M 26
Slide 27: Stock Performance
Stock Performance Share prices over 12 months (1) 26 23.2€ 24 +60% 22 20 18 3,409 pts 16 +4% 14.5€ 14 12 26-May-09 26-Jul-09 26-Sep-09 26-Nov-09 26-Jan-10 26-Mar-10 26-May-10 Legrand CAC 40 Strong cumulated return since listing €100 invested at the time of the IPO are today worth, assuming reinvestm
Slide 28: Strong Financial Structure
Strong Financial Structure Reduction in net debt in €bn 1.9 1.3 -28% 12/31/2008 12/31/2009 Long-term financing capacity 100% €1,3bn of net debt backed up by credit of available funds at March 31, lines due in 2013 at the earliest 2010 2010 A G M 28
Slide 29: Dividend Proposal for 2009
Dividend Proposal for 2009 Almost steady adjusted operating margins in 2009 Dividend per share maintained at Strong free cash-flow €0.70(1) generation 1. Subject to the approval of the General Meeting of shareholders on May 27, 2010. 2010 A G M 29 Ex date: June 2, 2010. Payment date: June 7, 2010
Slide 30: Social and environmental commitments and corporate governance
Social and environmental commitments and corporate governance Gilles Schnepp Chairman & CEO A G 2010 30
Slide 31: Main Sustainability Challenges for the Group
MAIN SUSTAINABILITY 2009 RESULTS AT A GLANCE CHALLENGES FOR THE GROUP A G 2010 31
Slide 32: Social – Invest in employees
Social – Invest in employees Reinforce management of competencies: - Focus on career management and staff mobility - Individual review for 72% of managers - Average of 16 hours training / employee Combat discrimination and favor diversity: - Respect for people and a commitment to diversity is part o
Slide 33: Environment – Accelerate development of products with high environmental performance
Environment – Accelerate the development of products with high environmental performance Substance management (RoHS, REACH, etc.): - Ensure traceability and substitutions where appropriate Eco-design approach: - Reduce the impact of products throughout their life cycle - 70% of units research apply
Slide 34: Efficient structure ensures effective corporate governance
Efficient structure ensures effective corporate governance Board of Directors 7 meetings in 2009 (attendance rate: 86%) Honorary Chairman Chairman Vice-Chairman Legrand François Grappotte Gilles Schnepp Olivier Bazil Directors named at Wendel’s proposal Frédéric Lemoine Ernest-Antoine Seillière Pa
Slide 35: Efficient structure ensures effective corporate governance
Efficient structure ensures effective corporate governance The Board of Directors has set up 3 specialized committees: Strategy Committee Annual budget and targets for economic income Acquisition opportunities and processes Audit Committee Quarterly, half-yearly and annual financial statem
Slide 36: Stock-option and free-share plans based on targets set at the beginning of the year
Stock-option and free-share plans based on targets set at the beginning of the year In respect of 2007 2008 2009 Number of beneficiaries 1,106 924 1,313 Stock options 2,015,239 1,185,812 3,254,726 Free shares 654,058 288,963 896,556 In respect of 2009, a rise in the number of beneficiaries reflect
Slide 37: Principles for executive directors’ compensation
Principles for executive directors’ compensation In respect of 2010: Fixed salary unchanged Bonus: - target bonus from 133% to 100% - modification of criteria in accordance with Afep/Medef code of corporate governance Gilles Schnepp 2009 2010 Fixed salary €550,000 €550,000 Target bonus 133% of f
Slide 38: Compensation linked to performance
Compensation linked to performance Gilles Schnepp In respect of € 2007 2008 2009 2010 Fixed salary 498,000 550,000 550,000 550 000 Bonus (1) 597,600 392,500 392,500 (3) Attendance fees 20,000 20,000 20,000 (3) Benefits in kind (2) 3,808 3,919 3,805 Total 1,119,408 966,419 966,305 Number of stock opt
Slide 39: Presentation of resolutions
Presentation of resolutions Gilles Schnepp Chairman & CEO A G 2010 39
Slide 40: Resolutions relating to approval of financial statements and dividend
Resolutions relating to the approval of the financial statements, the appropriation of earnings and the distribution of dividend No. 1: Approval of the Company’s financial statements at December 31, 2009 No. 2: Approval of the consolidated financial statements at December 31, 2009 No. 3: Appropriati
Slide 41: Resolution relating to agreements under article L.225-38
Resolution relating to agreements within the scope of article L.225-38 of the French commercial code No. 4: Agreements within the scope of article L.225-38 of the French commercial code AG 2010 41
Slide 42: Resolutions relating to renewal of statutory auditors
Resolutions relating to the renewal of the mandates of a statutory auditor and a deputy statutory auditor No. 5: Renewal of the mandate of one of the statutory auditors No. 6: Renewal of the mandate of one of the deputy statutory auditors AG 2010 42
Slide 43: Resolutions relating to share buybacks
Resolutions relating to share buybacks No. 7: Approval of a share buyback program No. 9: Authorization to cancel shares purchased pursuant to the share buyback program AG 2010 43
Slide 44: Resolution relating to the appointment of a Director
Resolution relating to the appointment of a Director No. 8: Appointment of a Director AG 2010 44
Slide 45: Resolutions relating to financial delegations
Resolutions relating to financial delegations No. 10: Delegation of powers to the Board of Directors for the purpose of issuing shares or securities providing access to the Company’s equity or entitlement to debt securities, with preferred subscription rights maintained No. 11: Delegation of powers
Slide 46: Resolutions relating to options and free share allotments
Resolutions relating to allotment of options for the purchase of or subscription to shares and allotment of free shares No. 19: Authorization granted to the Board for the purpose of making one or several allotments of options for the purchase of or subscription to shares No. 20: Authorization grante
Slide 47: Resolution relating to the amendment of Company articles
Resolution relating to the amendment of Company articles No. 21: Amendment of article 9.1 of Company articles No. 22: Powers to effect formalities AG 2010 47
Slide 48: Reports of the Statutory Auditors
Reports of the Statutory Auditors Dominique Descours, Deloitte et Associés Gérard Morin, PricewaterhouseCoopers A G 2010 48
Slide 49: Reports of the Statutory Auditors
Reports of the Statutory Auditors For the Ordinary General Meeting: on consolidated financial statements and the Company’s financial statements on the report of the Chairman of the Board of Directors on corporate governance and internal controls For the Extraordinary General Meeting: on capita
Slide 50: Questions from the floor
Questions from the floor A G 2010 50
Slide 51: Vote on resolutions
Vote on resolutions Jean-Luc Fourneau Company Secretary A G 2010 51
Slide 52: Vote on the first resolution
Vote on the first resolution Approval of the Company’s financial statements at December 31, 2009 AG 2010 52
Slide 53: Vote on the second resolution
Vote on the second resolution Approval of the consolidated financial statements at December 31, 2009 AG 2010 53
Slide 54: Vote on the third resolution
Vote on the third resolution Appropriation of earnings AG 2010 54
Slide 55: Vote on the fourth resolution
Vote on the fourth resolution Agreements within the scope of article L.225-38 of the French Commercial Code AG 2010 55
Slide 56: Vote on the fifth resolution
Vote on the fifth resolution Renewal of the mandate of one of the statutory auditors AG 2010 56
Slide 57: Vote on the sixth resolution
Vote on the sixth resolution Renewal of the mandate of one of the deputy statutory auditors AG 2010 57
Slide 58: Vote on the seventh resolution
Vote on the seventh resolution Approval of a share buyback program AG 2010 58
Slide 59: Vote on the eighth resolution
Vote on the eighth resolution Appointment of a Director AG 2010 59
Slide 60: Vote on the ninth resolution
Vote on the ninth resolution Authorization to cancel shares purchased pursuant to the share buyback program AG 2010 60
Slide 61: Vote on the tenth resolution
Vote on the tenth resolution Delegation of powers to the Board of Directors for the purpose of issuing shares or securities providing access to the Company’s equity or entitlement to debt securities, with preferred subscription rights maintained AG 2010 61
Slide 62: Vote on the eleventh resolution
Vote on the eleventh resolution Delegation of powers to the Board of Directors for the purpose of issuing, by means of public offers, shares or securities providing access to the Company’s equity or entitlement to debt securities, with preferred subscription rights waived AG 2010 62
Slide 63: Vote on the twelfth resolution
Vote on the twelfth resolution Delegation of powers to the Board of Directors for the purpose of issuing, by means of an offer within the scope of section II of article L.411-2 of France’s Code monétaire et financier (private placement), shares or securities providing access to the Company’s equity
Slide 64: Vote on the thirteenth resolution
Vote on the thirteenth resolution Power to increase issue amounts in the event of excess demand AG 2010 64
Slide 65: Vote on the fourteenth resolution
Vote on the fourteenth resolution Powers conferred on the Board of Directors to set, in accordance with the conditions provided for by the General Meeting, the issue price in the event of the issues of shares or securities providing access to the Company’s shares, with preferred subscription rights
Slide 66: Vote on the fifteenth resolution
Vote on the fifteenth resolution Delegation of powers to the Board of Directors for the purpose of capital increases through incorporation of reserves, profit, premiums or other items for which this is allowable AG 2010 66
Slide 67: Vote on the sixteenth resolution
Vote on the sixteenth resolution Delegation of powers to the Board of Directors for the purpose of issuing shares or securities giving access to the Company’s share capital in favor of participants in employee share-ownership programs of the Company or group AG 2010 67
Slide 68: Vote on the seventeenth resolution
Vote on the seventeenth resolution Delegation of powers to the Board of Directors for the purpose of issuing shares or other securities providing access to share capital as consideration for contributions in kind to the Company AG 2010 68
Slide 69: Vote on the eighteenth resolution
Vote on the eighteenth resolution Total limit on delegations of power under the tenth, eleventh, twelfth, thirteenth, fourteenth, sixteenth and seventeenth resolutions AG 2010 69
Slide 70: Vote on the nineteenth resolution
Vote on the nineteenth resolution Authorization granted to the Board for the purpose of making one or several allotments of options for the purchase of or subscription to shares AG 2010 70
Slide 71: Vote on the twentieth resolution
Vote on the twentieth resolution Authorization granted to the Board of Directors for the purpose of making free share allotments AG 2010 71
Slide 72: Vote on the twenty-first resolution
Vote on the twenty-first resolution Amendment of article 9.1 of Company articles AG 2010 72
Slide 73: Vote on the twenty-second resolution
Vote on the twenty-second resolution Powers to effect formalities AG 2010 73
Slide 74: Disclaimer
Disclaimer This document has been prepared by Legrand S.A. (“Legrand”) solely for use at its shareholders’ meeting held on May 27, 2010. This document must be treated confidentially by attendees at such shareholders’ meeting and may not be reproduced or redistributed to any other person. No represen