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Registration Document BOUYGUES

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Bouygues SA<br />

Key figures<br />

2011 sales<br />

€69m<br />

(+5%)<br />

operating loss<br />

-€30m<br />

(n.m.)<br />

net profit<br />

€808m<br />

(-10%)<br />

employees<br />

186<br />

n.m.: not meaningful<br />

As the parent company of an<br />

industrial group, Bouygues SA<br />

focuses mainly on the development<br />

of the Group's different businesses.<br />

It is the place where decisions are<br />

taken that determine the Group's<br />

activities and the allocation of its<br />

financial resources.<br />

Internal control – Risk<br />

management – Compliance<br />

From its inception, the Bouygues group has made<br />

risk management one of the cornerstones of its<br />

corporate culture because its founder had a highly<br />

innovative vision of the construction business,<br />

the Group’s first activity. Today Bouygues SA, the<br />

Group’s parent company, regards internal control,<br />

risk management and compliance as being among<br />

its core missions. Many actions have been taken in<br />

this sphere in each of the five business areas over<br />

the last four years, on the parent company’s initiative<br />

and under its supervision. They are organised<br />

around three strands: internal control guidelines,<br />

self-assessment of implementation of the core<br />

principles of tthese guidelines and identification<br />

and monitoring of major risks. In accordance with<br />

the Group’s Code of Ethics, compliance is one of<br />

the key objectives of these three policies.<br />

A description of the Group’s internal control and<br />

risk management system is given in the Chairman’s<br />

report in the Legal and Financial Information section<br />

of this document.<br />

Management<br />

Bouygues SA pays particular attention to Group<br />

management, taking steps to encourage exchanges<br />

and share experience between support structures<br />

and businesses, motivate staff and develop<br />

team spirit within the Group. The main actions in<br />

this sphere in 2011 are described in The Group<br />

section of this document, under Corporate, social<br />

and environmental responsibility.<br />

Services rendered<br />

to subsidiaries<br />

As well as being responsible for the overall management<br />

of the Group, Bouygues SA provides a<br />

range of general and expert services to Group<br />

businesses in areas such as finance, communications,<br />

sustainable development, corporate sponsorship,<br />

new technologies, insurance, legal affairs<br />

and human resources. For that purpose, Bouygues<br />

SA and the main Group companies conclude<br />

annual agreements under which each business<br />

area can call on general and expert services as<br />

necessary. The amounts invoiced for such services<br />

in 2011 are shown in Financial flows below and in<br />

the Auditors’ report on regulated agreements in<br />

the Combined Annual General Meeting of 26 April<br />

2012 section of this document.<br />

Alstom<br />

Bouygues held 30.75% of Alstom’s shares and<br />

voting rights at 31 December 2011.<br />

The AMF amended its regulations governing<br />

tender offers on 31 January 2011. Inter alia, the<br />

threshold for triggering a mandatory tender offer<br />

was reduced from one-third to 30% of the capital or<br />

<strong>BOUYGUES</strong> • 2011 <strong>Registration</strong> <strong>Document</strong> • BUSINESS ACTIVITIES AND CSR • Bouygues SA • 128

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