Presentation
The Supervisory Board has approved this Code of Ethics which sets out the rights and duties of the Board’s members. The purpose of the code is to enhance the quality of work performed by the Supervisory Board, in line with the Company’s overriding corporate governance principles of independence, integrity, loyalty and professionalism.
The members of the Supervisory Board undertake to comply with and apply the guidelines contained in this Code of Ethics.
Acting in the best interests of the Company
Each Supervisory Board member must act in all circumstances in the best interests of the Company and consider himself as representing all of the shareholders, irrespective of the reason for his appointment.
Compliance with the law and the Company’s articles of association
Before accepting their position, Supervisory Board members must be fully aware of their rights and obligations. In particular, they must familiarise themselves with and comply with all the legal and regulatory provisions concerning their offi ce, as well as the applicable corporate governance codes and best practices, and the Company’s own rules as set out in its articles of association and the Supervisory Board’s bylaws.
Independence
Supervisory Board members must in all circumstances ensure that they retain their independence as regards their analysis, judgment, decisions and actions.
Similarly, during their term of offi ce each Board member must act independently at all times and in the sole interest of the Company.
CORPORATE GOVERNANCE
4
Main provisions of the Supervisory Board bylawsConfl icts of interest
Supervisory Board members must do everything in their power to avoid any confl ict between their personal/material interests and those of the Company or any other Group company. They must inform the Board of any potential confl ict of interest in which they could be involved. If an actual confl ict of interest does arise which a Supervisory Board member is unable to avoid, he must refrain from taking part in the debates and votes on the matters concerned.
Duty of confi dentiality
Supervisory Board members personally undertake to treat as strictly confi dential all of the information they receive, as well as the debates in which they participate and the votes taken. In general, they are not authorized to issue any external communications in their capacity as Board members, especially to the press.
The Chairman of the Supervisory Board informs Board members of any information to be released to the markets and provides them with the wording of any press releases issued for that purpose in the name of Saft Groupe SA.
If a Board member breaches his duty of confi dentiality, the Chairmen of the Board Committees shall meet to discuss the matter and give their opinion to the Chairman of the Supervisory Board. The Chairman of the Supervisory Board subsequently reports to the Board on the action to be taken in relation to said breach (which may include legal proceedings where appropriate).
Inside information and trading in the Company’s shares
The members of the Supervisory Board must not use any inside information to which they are privy for their own personal benefi t or the benefi t of any third party. In particular, Supervisory Board members must not use any information concerning the Company that is not in the public domain, for the purposes of carrying out trades in the Company’s shares, either directly or through a third party.
Supervisory Board members shall also comply with the following:
shares owned by members of the Supervisory Board must
be held in registered form. This requirement applies both to shares already held at the start of a Board member’s term of offi ce and any shares subsequently acquired during said term;
Supervisory Board members must provide to the Chairman
of the Board, in a timely manner, the information to be disclosed to the French securities regulator (Autorité des
marchés financiers) concerning any trades they may have
carried out in the Company’s shares;
Supervisory Board members shall not:
trade in the shares of any Group company that is
listed on a regulated market if they hold any inside information;
directly or indirectly carry out short sales of said shares.
The fi rst above-mentioned trading prohibition particularly applies during periods of preparation of quartely, half yearly and annual published data and information. It also applies during periods of projects preparation or transactions that require the application of said prohibition.
The Chairman of the Supervisory Board sets or confi rms the start and end dates of the above blackout periods and informs the Supervisory Board thereof in a timely manner. The Chairman of the Supervisory Board reports to the Board on the measures taken to ensure that the above-mentioned rules are also respected by any Saft employees holding inside information as a result of their position or duties or participating in a project or transaction as mentioned in point (iii) above.
Duty of due care, professionalism and involvement
The members of the Supervisory Board undertake to devote the necessary time and attention to their duties. In particular, they have to:
ensure that the overall number of Supervisory Board
positions and/or directorships that they hold and the ensuing responsibilities enable them to have the requisite time and availability to perform their duties for the Company, particularly if they hold an executive position as well;
ensure that they are appropriately informed about the
Company’s businesses and specifi c characteristics as well as its goals and corporate values, including by putting questions to Management;
devote the necessary time to examining issues dealt with
by the Supervisory Board and by any committee(s) of which they are a member;
request any additional information that they deem
necessary for them to make fully informed decisions concerning matters that fall within the Supervisory Board’s remit and use their best eff orts to obtain such information on a timely basis;
take all necessary measures to keep abreast of all issues
and information that may be useful to them in their role as a Supervisory Board member. To that end, they may receive training– particularly when they are fi rst elected to the Board and where they deem it necessary– in order to better understand the specifi c characteristics of the Saft Group, including its businesses, industry and fi nancial aff airs;
actively participate in all meetings of the Supervisory Board
and the committees of which they are members, unless they have a valid reason for being absent;
attend all General Shareholders’ Meetings.
Duty of eff ectiveness
Supervisory Board members are expected to (i) contribute to the cohesion and eff ectiveness of the Board and its committees and (ii) help continually enhance the quality of the information provided to shareholders.
They must also ensure that the Board’s bylaws are complied with and make any and all proposals aimed at improving the working conditions of the Board and its committees, notably during the Board’s self-assessment procedure.
In addition, Supervisory Board members must agree to any assessment of their own work within the Board.
Each member of the Board undertakes to tender their resignation if they consider in good faith that they are no longer in a position to eff ectively perform their duties.
5.1
Activity and consolidated results
84
5.2
Earnings per division
86
5.2.1 Industrial Battery Group (IBG) 86 5.2.2 Specialty Battery Group (SBG) 88
5.2.3 Other activities 89
5.3
Other items of consolidated income
89
5.3.1 Other items of operating income 89 5.3.2 Operating profi t/(loss) 89 5.3.3 Net fi nancial profi t/(loss) 89 5.3.4 Profi t before income tax from continuing operations 89 5.3.5 Income tax on continuing operations 90 5.3.6 Net profi t for the period from continuing operations 90 5.3.7 Net profi t for the period from discontinued operations 90 5.3.8 Net profi t (loss) for the period, earnings per share and dividend 90
5.4
Research and development
90
5.5
Investments and fi xed assets
91
5.5.1 Investments 91
5.5.2 Property, plant and equipment 91
5.6 Cash fl ow and fi nancing
91
5.6.1 Cash fl ow generated by operating activities 91
5.6.2 Cash and debt 92
5.7
Statement of fi nancial position
92
5.8
Other key events in fi nancial year 2013 92
5.8.1 Annual General Meeting and dividend 92
5.8.2 Investment projects 93
5.9 Related-party transactions
93
5.10 2013 Change in scope
93
5.11 Basis of preparation of the consolidated
fi nancial statements
93
5.12 Recent events and 2014 outlook
94
5.12.1 Events after the reporting period 94
5.12.2 2014 Outlook 94