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2 0 0 8<br />
A N N U A L R E P O R T
Public limited company with share capital of € 13.515.649<br />
Head office: 93, boulevard Malesherbes, 75008 Paris<br />
999 990 005 RCS PARIS<br />
Tel: 01 40 74 28 28 - Fax: 01 45 63 97 33<br />
www.stef-tfe.com
CONTENTS<br />
ANNUAL REPORT <strong>2008</strong><br />
T H E E U R O P E A N S P E C I A L I S T I N C O L D L O G I S T I C S<br />
Management bodies<br />
Chairman's message<br />
Key figures<br />
Management report<br />
Economic environment<br />
Market trends<br />
Group business<br />
The TFE Transportation Unit<br />
The Tradimar Transportation Unit<br />
The STEF Logistics Unit<br />
The European Affairs Unit<br />
Other activities, including CMN<br />
The Agrostar IT Systems Unit<br />
Sustainable development<br />
Group risks<br />
Consolidated financial statements<br />
Parent company's results<br />
The Board of Directors<br />
Outlook for 2009<br />
Consolidated financial statements<br />
Consolidated balance sheet and income statement<br />
Variation in consolidated shareholders’ equity<br />
Table of cashflows<br />
Notes to the consolidated financial statements<br />
Statutory Auditors' report<br />
Chairman's Report on Internal Control<br />
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2<br />
ANNUAL REPORT <strong>2008</strong><br />
BOARD OF DIRECTORS<br />
CHAIRMAN AND MANAGING DIRECTOR OF STEF-TFE<br />
Francis Lemor<br />
DIRECTORS<br />
BERNARD JOLIVET,<br />
JEAN-CHARLES FROMAGE,<br />
GILLES BOUTHILLIER,<br />
HENRI BOUVATIER,<br />
ALAIN BRÉAU,<br />
ÉRIC GIUILY,<br />
CHRISTIAN GUILBERT,<br />
EMMANUEL HAU<br />
ROBERT DE LAMBILLY,<br />
*ANDRÉ NADIRAS,<br />
DOMINIQUE NOUVELLET,<br />
XAVIER OGIER DU TERRAIL<br />
** DOMINIQUE THÉNAULT<br />
AUDITORS<br />
Incumbent<br />
KPGM Audit - Mazars<br />
EXECUTIVE COMMITTEE<br />
AGF Vie,<br />
REPRESENTED BY PIER RICHES<br />
ATLANTIQUE PARTICIPATIONS,<br />
REPRESENTED BY FRANÇOIS DE COSNAC<br />
FRANCIS LEMOR, CHAIRMAN AND MANAGING DIRECTOR OF STEF-TFE,<br />
BERNARD JOLIVET, VICE CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF STEF-TFE, CHAIRMAN OF STEF-TFE TRANSPORT,<br />
JEAN-CHARLES FROMAGE, CHIEF EXECUTIVE OFFICER OF STEF-TFE AND STEF-TFE TRANSPORT, CHAIRMAN OF <strong>SDF</strong> IBERICA,<br />
JEAN-MARC BRUÈRE, CHIEF EXECUTIVE OFFICER OF STEF-TFE TRANSPORT,<br />
SERGE CAPITAINE, DEPUTY GENERAL MANAGER OF STEF-TFE, DIRECTOR OF TRADE AND MARKETING,<br />
BRUNO DUQUENNE, DEPUTY GENERAL MANAGER OF STEF-TFE, DIRECTOR OF EUROPEAN AFFAIRS,<br />
GÉRARD GROFFE, DIRECTOR OF HUMAN RESOURCES,<br />
ROBERT DE LAMBILLY, CHAIRMAN AND MANAGING DIRECTOR OF STIM D'ORBIGNY AND CMN,<br />
LÉON DE SAHB, DIRECTOR OF INFORMATION SYSTEMS AND MANAGING DIRECTOR OF AGROSTAR,<br />
JEAN-PIERRE SANCIER, CHIEF EXECUTIVE OFFICER OF STEF FRANCE,<br />
GILLES SAUBIER, TECHNICAL DIRECTOR, REAL ESTATE, AND DEPUTY GENERAL MANAGER OF IMMOSTEF.<br />
* Terms of office ending at the date of the Annual General Meeting on 13 May 2009.<br />
** Appointed at the Annual General Meeting on 13 May 2009.
CHAIRMAN'S MESSAGE<br />
ANNUAL REPORT <strong>2008</strong><br />
<strong>2008</strong> was a complex year of two halves: the first one featured brisk business despite a severe hike in energy<br />
costs and interest rates, and the second one marked the start of the recession.<br />
The Group posted satisfactory results in the first half of the year, but business flagged in the second half as the<br />
knock-on effects of the financial crisis began to make themselves felt in transport and logistics.<br />
The food sector is less affected, however, than other industrial sectors, and the Group is not so exposed to<br />
fluctuations in business, while not escaping entirely unscathed.<br />
The Group has further intensified its efforts to adapt practices and operating resources to market conditions and<br />
customer needs, enabling it to post slightly improved operating income and relatively satisfactory net income, albeit<br />
down from the previous year for the first time in a quarter of a century.<br />
Business grew by over 4% on a like-for-like basis. Two sectors were particularly badly hit in <strong>2008</strong>: seafood<br />
logistics, because of supply problems in the fishing industry, and Italian activities, because of a very depressed<br />
market and the costs involved in implementing Group procedures and tools at Cavalieri.<br />
Sales teams have attempted to devise innovative solutions for customers' issues, supported by the Group's service<br />
quality and operational efficiency, allowing STEF-TFE to extend the modelisation of its procedures, the<br />
industrialisation of its processes and the search for productivity gains, especially the successful network-wide<br />
deployment of TMS, the transport software designed by our Agrostar subsidiary.<br />
<strong>2008</strong> was also a busy year in property, with five new sites inaugurated and eleven extensions or extensive<br />
renovations. In the maritime sector, our subsidiary la Méridionale placed an order for a new ship with considerable<br />
capacity. Delivery is planned for 2011.<br />
We foresaw problems with access to credit and issued a bond of €100 million, with option to subscribe and/or<br />
buy shares, which has helped to secure financing for future growth.<br />
Early 2009 saw the recession continue, with a tangible fall in demand by volume and heightened competition.<br />
Despite this, I remain convinced that our teams' commercial vitality, the quality of our organisation, and, first<br />
and foremost, the commitment of all employees will see us through the current difficulties. The significant 2009<br />
investment programme is a token of our faith in the economic recovery and our ability to generate profitable<br />
growth.<br />
Even more than in previous years, I would like to pay tribute our employees, who have, over the past year, fought<br />
tenaciously to adapt to the economic environment and whose determination embodies the level of quality, service<br />
and performance which we demand.<br />
Francis LEMOR<br />
3
4<br />
€ million<br />
ANNUAL REPORT <strong>2008</strong><br />
KEY FIGURES AT THE END OF <strong>2008</strong><br />
STEF-TFE Group has 220 platforms and warehouses across<br />
Europe,<br />
KEY FIGURES<br />
1,527<br />
1,718<br />
Consolidated revenues<br />
of warehouse volume<br />
STEF:<br />
89 sites<br />
TFE:<br />
55 sites<br />
of dock area<br />
TRADIMAR:<br />
25 sites<br />
EUROPEAN AFFAIRS UNIT:<br />
45 sites<br />
5,700,000 m 3 398,000 m 2 2,081 14,391<br />
1,932<br />
2,081<br />
Group share in € million<br />
202.7<br />
231.8<br />
260.3<br />
263.1<br />
million euros of revenues<br />
34.7<br />
38.8<br />
44.4<br />
40.5<br />
+6 partner sites<br />
employees<br />
2005 2006 2007 <strong>2008</strong> 2005 2006 2007 <strong>2008</strong> 2005 2006 2007 <strong>2008</strong><br />
2005 2006 2007 <strong>2008</strong><br />
Consolidated shareholders’<br />
equity<br />
Group share in € million<br />
12,500<br />
13,400<br />
14,213<br />
14,391<br />
Consolidated income Consolidated headcount
GENERAL CONTEXT<br />
GROUP ENVIRONMENT<br />
ECONOMIC ENVIRONMENT<br />
Although the outlook was good at the beginning of <strong>2008</strong>,<br />
despite the risk of inflation and tension on raw materials<br />
prices, the year closed with limited growth in prices and a<br />
general decline in economic activity. The disaster scenario,<br />
that seemed hardly possible in 2007, finally came to<br />
pass, spreading from the subprime crisis in the United<br />
States to the entire global economy.<br />
Specifically, <strong>2008</strong> was marked by a sudden reversal<br />
of economic conditions in the middle of the year.<br />
The quarterly figures show sustained growth in the first<br />
three months, representing 0.7% of GDP in the<br />
eurozone and 0.4% in France and continuing the trend<br />
set in 2007, followed by a sharp downturn in the<br />
second quartern, when GDP fell by 0.2% in the eurozone<br />
and 0.3% in France. The downturn continued during the<br />
third quarter, with GDP falling by another 0.2% in the<br />
eurozone, severely impacting countries with high exposure<br />
to financial risk (0.2% fall in Spain) and those highly<br />
dependent on exports (0.5% fall in Germany). Eurostat<br />
estimates growth in the global economy of 0.5% for the<br />
full year, compared to 3.3% in 2007. The eurozone is<br />
expected to post-<strong>2008</strong> growth of 0.9%, with significant<br />
differences between the Group's countries of operation. ●<br />
Change in price of oil<br />
Price per barrel<br />
ANNUAL REPORT <strong>2008</strong><br />
There were also two distinct phases during <strong>2008</strong> in<br />
energy and agricultural raw materials. The first seven<br />
months of the year saw strong growth in oil prices (Brent<br />
rose from $54 per barrel in January 2007 to $85 in<br />
January <strong>2008</strong>, then to over $140 in July), then<br />
the second half saw a steady decline, due to the<br />
fall in demand triggered by the economic crisis. By<br />
the end of the year, the price had fallen to under<br />
$40.<br />
SECTOR CONTEXT<br />
Agricultural raw materials, which affect the Group's<br />
main customers' businesses followed a similar<br />
pattern: prices continued their 2007 upward trend<br />
in early <strong>2008</strong> before ending the year in decline.<br />
The simultaneous recovery of European and global<br />
production depressed the price of major crops and milk<br />
over 12 months. In France, the fall reached 40% for<br />
cereals in mid-October compared to the same period<br />
one year earlier. ●<br />
54$ 85$<br />
140$<br />
40$<br />
January 2007 7 January <strong>2008</strong> July <strong>2008</strong> End <strong>2008</strong><br />
5
6<br />
ANNUAL REPORT <strong>2008</strong><br />
MARKET TRENDS IN FRANCE<br />
The STEF-TFE Group mainly operates in the food<br />
industry, dealing with two types of product:<br />
processed products,<br />
harvested products (seafood, fruit and<br />
vegetables, flowers).<br />
Its customers fall into four major categories:<br />
PRODUCERS, RETAILERS, WHOLESALERS,<br />
FOOD-SERVICE OUTLETS<br />
A breakdown of retail sales volumes clearly demonstrates<br />
the extent of the recent slowdown.<br />
(source: Banque de France)<br />
2006 2007 <strong>2008</strong><br />
� ��<br />
General<br />
business: +2.0% +2.9% -1.6%<br />
- of which food products<br />
excluding meat +0.4% +0.8% -2.8%<br />
- of which meat and<br />
meat-based products +1.0% -2.0% -5.1%<br />
According to the latest available estimates, France is<br />
being spared the recession, which will hit several<br />
European countries in <strong>2008</strong>. GDP growth is reckoned<br />
at 0.7% over the full year, far short of the 2.2% recorded<br />
in 2007.<br />
Two major factors behind the weakness of the<br />
economy:<br />
■ Consumer spending: the traditional mainstay of French<br />
economic growth. Demand has fallen under the<br />
pressure of strong inflation recorded in the first months<br />
of the year.<br />
■ Corporate investment: the banking crisis has deprived<br />
companies of access to credit, leading to a dramatic<br />
fall in investment in <strong>2008</strong>.<br />
Consumer behaviour is explained by examining the<br />
monthly inflation figures for France in <strong>2008</strong>. The first<br />
half saw a tangible increase in inflation (up 3.6% annually<br />
in June), then the inflationary risk suddenly gave way to<br />
virtual price deflation (down 0.2% in July, before reverting<br />
to annual growth of 1% in December). The volume and<br />
value figures for the economy should therefore be<br />
examined in the light of these marked price effects. The<br />
main factors influencing STEF-TFE's market, especially<br />
in France, are food and agricultural production and<br />
consumer demand for food products. The market's rising<br />
food prices, however, tend to mask major differences<br />
between branches.<br />
In order to boost purchasing power by encouraging<br />
competition, the French government has enacted two<br />
laws (the Chatel Law of 3 January <strong>2008</strong> and the Law<br />
on the Modernisation of the Economy of 4 August <strong>2008</strong>)<br />
which came into force in <strong>2008</strong> and 2009, with a<br />
significant impact on the entire agrifood chain—retail,<br />
transport and logistics.
GROUP ENVIRONMENT<br />
MARKET TRENDS IN FRANCE<br />
The Chatel Law has mostly affected business negotiations<br />
between industry and retail.<br />
By reforming the definition of selling at a loss to include<br />
all retroactive rebates in the selling price to the consumer<br />
(idea of "triple net": a purchase price that excludes all<br />
concessions, discounts and rebates, even those granted<br />
in the context of trade cooperation), the government<br />
hopes to simplify trade discussions between industry<br />
and retail.<br />
The French Law on the Modernisation of the Economy<br />
(LME) has brought about some far-reaching changes to<br />
the market, by changing the rules of urban business<br />
planning and reforming payment deadlines. It raises the<br />
threshold for a business permit from 300m 2 to 1,000m 2<br />
of sales area, boosting predicted openings of small shops,<br />
which are the preferred format for discount chains.<br />
Reforming payment deadlines could affect many sectors<br />
of the economy, especially the agrifood industry, retail<br />
and supply chain. Its requirement that "invoices must<br />
be settled within 45 days of the date of issue or 60 days<br />
from the date of the invoice itself" the law may affect<br />
negotiations between industrialists and their supplies<br />
and raise the issue of stock management.<br />
According to the Fédération des Entreprises du Commerce<br />
et de la Distribution (FCD) retail body, growth in<br />
consumer retail spending came to 1.1% in <strong>2008</strong>, despite<br />
the impact of rising retail prices (up 3.2% in one year,<br />
including 3.6% in supermarkets and hypermarkets). Over<br />
the year, prices saw strong growth in the first half, before<br />
flattening out in the second half, mirroring raw materials.<br />
Declining purchasing power had tangible effects on food<br />
retail. Excluding petrol, sales at supermarkets and<br />
hypermarkets fell by around 2% over the year. Smaller<br />
shops held out better against the downturn, albeit with<br />
ANNUAL REPORT <strong>2008</strong><br />
lower margins and increased promotions in the face of<br />
competition from hard discount. In addition to the<br />
enactment of the LME, there has been a large consumer<br />
shift from supermarkets and hypermarkets to this kind<br />
of outlet, with the battle focusing on own brand products<br />
and discount brands sold in supermarkets and hypermarkets,<br />
which are 25 to 30% cheaper than national<br />
brands.<br />
<strong>2008</strong> was a difficult year for restaurants, however.<br />
According to industry bodies, business had declined by<br />
10 to 20% over the year up to the end of the third<br />
quarter, with cafés, hotels and restaurants suffering the<br />
biggest fall, partly because of the additional impact of<br />
the ban on smoking in public places. Only fast food<br />
outlets saw business increase, because of their low prices.<br />
The number of businesses closures in the sector<br />
increased by 13.8% in <strong>2008</strong>. Benefiting from the crisis,<br />
the sandwich market posted growth of 11% over the<br />
year and sales of €6.8 billion (growth rates between<br />
2003 and 2007 reached between 5 and 8% a<br />
year. According to Gira Conseil, in <strong>2008</strong>, 1.15 billion<br />
sandwiches were sold in France. ●<br />
7
8<br />
ANNUAL REPORT <strong>2008</strong><br />
GROUP BUSINESS<br />
After sustained growth in the first half—7.95% like<br />
for like—despite lively competition spurred by the<br />
financial crisis, the downturn began to make an impact<br />
early in the second half. STEF-TFE managed to generate<br />
growth of 4.05% over <strong>2008</strong>. The logistics sector was<br />
more severely hit than transport by the slowdown in<br />
food spending in mass retail.<br />
The key point about transport activities is that oil<br />
prices were highly erratic throughout the year, combined<br />
with an unprecedented fall in demand. The resulting<br />
competitive pressure was particularly marked among<br />
struggling operators who only acted on prices.<br />
The Group's response was to step up its sales action<br />
and ensure operational efficiency and service quality<br />
in order to maintain prices that take account of all<br />
production costs. In a difficult economic climate, the<br />
seafood sector had an extremely difficult year.<br />
For logistics, the important point is the sector's<br />
stagnation compared to the previous year. Growth in<br />
supermarket and hypermarket customers was negative,<br />
if taking account of the loss of two accounts and weak<br />
demand in hypermarkets. Multi-customer activities,<br />
however, and home food services generated sales growth,<br />
allowing the logistics sector to maintain its 2007 level.<br />
The European Affairs Unit came into existence on 1st<br />
January 2007 and encompasses domestic markets<br />
outside France, i.e. Spain, Portugal, Belgium, Italy, the<br />
UK and Switzerland. It also includes the specialised<br />
structures that manage European and North African flows.<br />
The Sales and Marketing division's main goal is<br />
the implementation of a service offer and business<br />
development model that is standard throughout the<br />
Group, and <strong>2008</strong> was marked by increasing transversal<br />
sales coordination.<br />
The marketing department has conducted an analysis<br />
of all channels in the French agrifood industry, as a helpful<br />
tool in the creation of medium-term transport plans for<br />
TFE and Tradimar. Additional research includes national<br />
market surveys for Italy, Spain, Portugal and<br />
Benelux, and fifteen or so company profiles<br />
drawn up to improve knowledge of the Group's<br />
customers' supply chain. The department also<br />
helped to re-edit sales documents and analyse<br />
the market and competition.<br />
Real progress was made in coordinating sales<br />
policy on strategic accounts, allowing the<br />
Group to respond to these customers even more<br />
efficiently. Key account directors for Europe are being<br />
recruited, and common jobs-skills descriptions are being<br />
finalised. In <strong>2008</strong> the Group pursued this task, enabling<br />
it to capitalise on its strengths, both in France and abroad.<br />
<strong>2008</strong> was a busy year in terms of property, with five<br />
new sites opened, three of which are owned and two<br />
rented, extensions to eleven sites, including sites at Atton,<br />
Barcelona, Brignais, Le Plessis Belleville, Lisbon, Saintes<br />
(Belgium) and Saint-Sever (two sites). Extensive<br />
renovation work was undertaken at Amorebieta in Spain,<br />
Colturano in Italy, Montsoult, and Saintes in Belgium.<br />
Employees were busy on several other sites which were<br />
not finished at year end. As well as these new projects,<br />
regular maintenance work was carried out on these sites.<br />
Nine sites were closed, most of which were under<br />
franchise or lease, requiring the creation of redundancy<br />
schemes. ●<br />
Five new sites opened 5
THE GROUP AS A WHOLE IS STRUCTURED AROUND THREE OPERATIONAL UNITS:<br />
UTHE TRANSPORTATION UNIT,<br />
U<br />
U<br />
with the TFE network for fresh products and Tradimar for seafood and frozen products.<br />
THE LOGISTICS UNIT,<br />
which under the single brand name STEF manages the logistics of fresh and frozen<br />
products on behalf of major groups, mass retailers, and the food service industry.<br />
THE EUROPEAN AFFAIRS UNIT<br />
which is responsible for domestic activities outside France, and all European flows<br />
operated by entities dedicated to this activity.<br />
With the Compagnie Méridionale de Navigation, the Maritime Unit represents around<br />
5% of the Group’s global revenues. Although its core business is freight transport, it is<br />
handled separately because of the specific features of its market.<br />
In addition to these directly operational units, there are also two skills units which<br />
handle the Group's transversal functions:<br />
IT SYSTEMS UNIT<br />
Uwith Agrostar, which groups together all the Group’s IT teams, and handles corporate and<br />
customer-oriented IT.<br />
UTHE REAL ESTATE UNIT<br />
with Immostef, which covers all teams dedicated to property-related affairs—the Technical<br />
Property Division (DTI), the Property Maintenance Division (DMI) and the Environment<br />
Department—and manages all property issues from construction to the final rehabilitation<br />
at the end of its operational life.<br />
9
10<br />
ANNUAL REPORT <strong>2008</strong><br />
THE TRANSPORTATION UNIT<br />
THE GROUP'S TRANSPORT ACTIVITIES ARE DIVIDED INTO TWO NETWORKS:<br />
The TFE network, for the transportation of fresh products.<br />
The Tradimar network, for the transportation and logistics of seafood and frozen products.<br />
The temperature-controlled<br />
transportation specialist.<br />
The main activity of the TFE network, channelled through its<br />
subsidiaries, is the operation of a temperature-controlled<br />
transport and distribution network.<br />
This network, unrivalled in France, serves 15,000<br />
destinations every day—usually in less than 24 hours<br />
(day A/day B)—and ensures 100,000 regular deliveries<br />
every week. Its 55 controlled-temperature (0°-4°)<br />
platforms in France are located in production areas as<br />
well as in consumer and retailer areas.<br />
TFE's revenues grew by 3.6% in <strong>2008</strong>, with a large part<br />
of this increase related to the impact of fuel price rises.<br />
The market saw a severe decline in demand, and<br />
maintaining volumes and prices proved something of a<br />
challenge. The different segments tell varying stories,<br />
with dairy and delicatessen products stagnating, while<br />
meat and fruit and vegetables saw strong growth. This<br />
performance can be attributed to the sales teams, with<br />
good support from the management and operating<br />
teams.<br />
Several factors underlie the TF E network's sales<br />
performance:<br />
1. The market's recognition of the efficiency of a fully<br />
operational national network offering good quality,<br />
consistent service with continuous improvement, as<br />
evidenced by the 8% reduction in non-quality incidents,<br />
which is the standard operational indicator.<br />
2. A segmented offer adapted to different markets and<br />
different customers, developing added-value solutions<br />
in an environment in which innovative solutions are<br />
indispensable. In addition to recognised know-how in<br />
grouped deliveries, enhanced expertise in transport<br />
organisation and flow coordination acted as a catalyst<br />
for this business dynamic.<br />
3. A well-trained and mobilised sales force, attentive to<br />
customer needs and perfectly supported by the production<br />
teams.<br />
In this economic downturn, the TFE network has stepped<br />
up its efforts to industrialise its processes:<br />
1. During <strong>2008</strong>, all TFE's operations adopted the new<br />
TMS (transport management system) software, developed<br />
in-house by Agrostar. This system uses a single database<br />
to offer real-time management and traceability. It represents<br />
a technological leap forward with great potential<br />
for the optimisation of Transport operations.<br />
2. Ten pilot sites have also tested Infoquai, a management<br />
and traceability software package for handling units<br />
developed by Agrostar. Infoquai will be deployed on all<br />
TFE sites before the middle of 2009, improving the<br />
transfer of responsibility between network agencies and<br />
providing total traceability of logistics units.<br />
55 controlled temperature platforms<br />
0°/4°
GROUP BUSINESS<br />
THE TRANSPORTATION UNIT<br />
3. All vehicles have been equipped with Masternaut, a<br />
real-time geolocation and temperature traceability tool.<br />
The TFE network continued to invest in its most important<br />
asset, the quality of its employees:<br />
1. We have worked hard with all site managers on the<br />
development and organisation of our strategy, leading<br />
to the creation of a medium-term plan to provide a<br />
framework for the transformation of the organisation<br />
over the next three years.<br />
2. We have stepped up our efforts to recruit and train<br />
talented employees; TFE hires and trains over 60 young<br />
graduate managers every year.<br />
<strong>2008</strong> closed with operating results that had improved<br />
in all regions. Taking account of the economic climate,<br />
this fact demonstrates the strong ambition that all TFE<br />
teams dedicate to their markets.<br />
North & West<br />
<strong>2008</strong> affirmed the wisdom of decisions taken in the<br />
previous years: the region surpassed its targets despite<br />
the impact of:<br />
• difficulties at TFE Vire, a subsidiary specialised in fullload<br />
transport, which was severely hit by rocketing fuel<br />
prices and declining volumes in national brands.<br />
• commercial difficulties in two important areas—the<br />
Paris region and the Lille region.<br />
The region expanded its property portfolio with the<br />
opening of a new site for TFE Orléans and the extension<br />
of TFE Rouen.<br />
Brittany/Loire Valley<br />
Against the backdrop of a severe crisis in the agrifood<br />
sector and heightened competition between transport<br />
operators, the region produced a remarkable performance.<br />
By aggressively developing various solutions in<br />
flow massification, adapted to customer typology (flow<br />
ANNUAL REPORT <strong>2008</strong><br />
coordination, massification hubs, etc), it increased market<br />
share and maintained its results. The merger of<br />
operations at TFE Vannes and Meledo Vannes in late<br />
<strong>2008</strong> should finally solve the problems of this area,<br />
which has been in the red for many years.<br />
South-West<br />
An exceptional year in every way in this region, which<br />
was supported by a dynamic local industry network and<br />
milder competition pressures. All action taken to solve the<br />
problems experienced by certain subsidiaries in 2007<br />
was successful.<br />
Every subsidiary turned in a satisfactory performance.<br />
The sites at Saint-Sever and Agen launched extension<br />
works to meet rising demand.<br />
South-East<br />
Overall, performance was highly satisfactory, despite<br />
differing economic situations in the Mediterranean basin<br />
and the Lyon basin. The sites of the vast Lyon region<br />
(Saint Etienne, Macon and Lyon) had a very difficult year,<br />
with extensive reorganisations by many customers and<br />
fierce competition. The outlook for 2009 is somewhat<br />
brighter, as the requisite managerial and organisational<br />
decisions were taken and are beginning to bear fruit.<br />
East<br />
In <strong>2008</strong>, this region confirmed its strong growth and<br />
performance dynamic. The subsidiaries in Mulhouse and<br />
Reims honoured their pledges to push their results back<br />
into the black, testifying to the regional management's<br />
operational control.<br />
A new complex owned by the Group will be available<br />
to the Reims teams by mid-2009. ●<br />
11
12<br />
ANNUAL REPORT <strong>2008</strong><br />
THE TRANSPORTATION UNIT<br />
The Tradimar network handles the STEF-TFE Group's seafood transportation and logistical activities, and<br />
in <strong>2008</strong> also took on the transport of frozen products based in four sites of the TFE network. It is mainly<br />
based in France but also has operations in England, Scotland, Spain and Italy. It manages 25 main platforms.<br />
The extension of its remit to frozen foods enabled<br />
Tradimar to optimise its transport operations and<br />
to capitalise on frozen food facilities. Frozen foods<br />
contributed €54 million in sales in <strong>2008</strong>, i.e. one quarter<br />
of the new entity, making a positive total contribution to<br />
the net result.<br />
Tradimar saw growth in its activities despite a difficult<br />
market for seafood, especially in France, with strikes<br />
and port blockades by fishermen, fishing quotas in the<br />
Mediterranean and health scares over shellfish. Tradimar<br />
boosted its position in this sector by taking over a seafood<br />
distribution business at the new Plan d’Orgon site, as<br />
part of a new property development. Operations recovered<br />
in Scotland, and Italy confirmed its growth potential.<br />
Frozen food activities saw growth of almost 11%.<br />
Despite the positive effect of this merger, a number of<br />
events prevented Tradimar fully exploiting these changes<br />
during the course of the year, including a fire at the<br />
frozen food site at Feyzin at the end of April, and the<br />
sharp fall in sterling in the last two months of the year,<br />
generating exchange losses on receivables in this<br />
currency. Rising fuel costs at the beginning of the year<br />
exacerbated the situation, and these effects combined<br />
to weigh heavily on the network's profitability.<br />
On the positive side, it is worth mentioning the rationalisation<br />
of the customer portfolio, associated with the<br />
sales reorganisation and the implementation of key<br />
accounts and a regional sales force. Increased prospection<br />
in Scotland after the loss of a major customer in 2007<br />
has begun to pay off. The network also managed to<br />
deploy TMS, the Group's transport management software,<br />
vital to its performance in a network context, on all sites<br />
in a very short space of time.<br />
The subsidiarisation of all seafood sites came into<br />
effect on 1 September <strong>2008</strong>, at the same time as the<br />
structuring of their management into a regional system,<br />
designed to comply with the functioning of the seafood<br />
section of the Group's transport network, encouraging<br />
the Group to speed up its transformation into a French<br />
multi-product transport network, while continuing to meet<br />
the specific needs related to the nature of the product.<br />
In 2009, therefore, the Group will pursue a number<br />
of economic recovery measures, most of which have<br />
already been launched. These measures will finalise the<br />
consolidation of the operating tools, information systems,<br />
structures, sales methods, and the management structure<br />
of the Group's transport activities in France by gradually<br />
creating a single network for all three markets: fresh<br />
food, frozen food and seafood. The Group will retain the<br />
Tradimar brand, with a dedicated sales structure.<br />
In Italy, Tradimar Milano, which operates a platform<br />
in Milan, had a good year. Sales rose from €5.5 million<br />
to €7.5 million, and the company has moved to a new<br />
building, close to the Cavalieri and TFE DA sites. ●<br />
Tradimar: 25 main platforms<br />
€54M
GROUP BUSINESS<br />
THE LOGISTICS UNIT<br />
The Logistics Unit manages the STEF-TFE Group’s logistics activity in France.<br />
Logistics entities operate under the STEF brand.<br />
Specialising in logistics for<br />
fresh and frozen food<br />
STEF's offering concerns fresh and frozen products<br />
for major industrial players, mass retail, and the foodservice<br />
industry. Since early <strong>2008</strong>, the entire unit has<br />
operated under the single STEF structure, which manages<br />
all subsidiaries that practice logistics. Segmentation by<br />
business remains valid, since the market itself is organised<br />
along these lines.<br />
<strong>2008</strong> was in line with budget forecasts, despite the<br />
patent reversal of economic conditions in the second<br />
half. Faced with continuing weak demand in the food<br />
sector, industry players took steps to slash stocks at the<br />
end of the year, especially the major operators, who<br />
reduced stock intake significantly, in line with low<br />
production levels, and pitched output to correspond to<br />
consumer demand.<br />
MEAT AND DAIRY PRODUCTS<br />
FROZEN FOODS<br />
SEAFOOD<br />
RETAIL<br />
FOOD SERVICES<br />
FROZEN FOOD LOGISTICS<br />
<strong>2008</strong> was a year of contrasts. The first half saw the Group<br />
at full capacity: all warehouses were full, under the<br />
combined effect of private storage operations in the west<br />
and precautionary buying encouraged by rocketing raw<br />
materials prices (fruit) and high stocks of finished<br />
products.<br />
At the end of June <strong>2008</strong>, the Group began searching<br />
for available premises to handle excess stock. Six months<br />
later, there had been a tangible fall in occupancy at some<br />
warehouses.<br />
The sudden change in climate in activities which normally<br />
experience long cycles prevented the Group reaching its<br />
expected level of performance, and brought forward the<br />
closure of obsolete, unprofitable sites (Landerneau,<br />
Redon, Forges-les-Eaux and Sète), reducing capacity.<br />
FRESH FOOD LOGISTICS<br />
ANNUAL REPORT <strong>2008</strong><br />
Like frozen foods, fresh foods were hit by a collapse in<br />
demand, which affected the product categories handled<br />
by STEF. Demand for dairy fell as the price of milk rose.<br />
The fall in demand for national brands in favour of<br />
cheaper own brand products mentioned above also<br />
affected STEF's business.<br />
13
14<br />
ANNUAL REPORT <strong>2008</strong><br />
THE LOGISTICS UNIT<br />
Given these conditions, the Group reorganised operations<br />
in order to protect its interests, enabling it to post results<br />
in line with expectations and to maintain the appeal of a<br />
market positioning offering massification solutions to<br />
industry players.<br />
In 2009, the search for new customer/product pairs<br />
should offset the decline in volume seen in <strong>2008</strong> and<br />
gradually fill the extensions delivered in the course of<br />
the year (Brignais and Le Plessis Belleville).<br />
RETAIL LOGISTICS<br />
This activity too was affected by falling hypermarket sales<br />
in <strong>2008</strong>. Sales for the year fell short of expectations<br />
because of declining food demand from cybermarkets<br />
and the late completion of premises delaying the launch<br />
of a frozen food contract at STEF Paris Nord.<br />
A contract expired during the course of the year at the<br />
Neudorf site, following the reorganisation of its product<br />
logistics. The successful launch of a new frozen foods<br />
contract for a chain in the same Group in eastern France<br />
partially offset this loss.<br />
The adaptation of production resources to business and<br />
the implementation on all sites of a continuous improvement<br />
drive allowed the activity to honour its results<br />
commitments despite declining sales.<br />
FOOD SERVICE LOGISTICS<br />
A vigorous recovery policy returned this activity to<br />
profitability in <strong>2008</strong>. After years of repositioning,<br />
reconstructions and finally growth of 38% in 2007,<br />
the sector is reaping the rewards of all the hard work,<br />
despite the difficult context. The food-service logistics<br />
activity posted sales in line with expectations.<br />
Taking advantage of a relative slowdown in business, the<br />
Group consolidated its commercial position and stabilised<br />
operations, leading to improvements in both performance<br />
and quality. The result is globally satisfactory, and above<br />
budget predictions.<br />
During <strong>2008</strong>, synergies were implemented with other<br />
activities, allowing the sector to identify new growth<br />
drivers and leading to the opening of a new rented site<br />
in Fos-sur-Mer. ●
GROUP BUSINESS<br />
EUROPEAN AFFAIRS<br />
European Affairs saw strong growth, especially in Italy<br />
after the takeover of Cavalieri in June 2007, creating<br />
the need for a heavy property investment plan. Business<br />
varied in <strong>2008</strong>, with very different results from country to<br />
country.<br />
ITALY<br />
Italy went into recession in <strong>2008</strong>. Strong inflation during<br />
the first months of the year, falling consumer confidence<br />
and difficult access to credit weighed heavily on demand.<br />
Overall, the economy shrank by 0.4% in the second<br />
quarter and deteriorated further in the last two quarters<br />
(by 0.6% and 1.8%).<br />
Industrial production was down by 13% in Italy over<br />
<strong>2008</strong>, despite a slight increase in production prices of<br />
0.5%. In the agrifood industry, the number of mid-market<br />
bankruptcies increased. Agrifood production results are<br />
not as poor as those of some sectors, but the trend is<br />
well into the red.<br />
Within the Group, Cavalieri Trasporti is responsible for<br />
Italian business. STEF-TFE took full control of Cavalieri<br />
at the end of the year. Export grouping is managed by<br />
TFE DA.<br />
ANNUAL REPORT <strong>2008</strong><br />
This sector was turned into a Unit in 2007, and its strong growth has created a need for a heavy property<br />
investment plan.<br />
Cavalieri Trasporti<br />
After a first half marked by a decline in tonnage and<br />
poor sales growth, Cavalieri saw no improvement in<br />
business during the second half, which began with a<br />
very difficult month of July. Operating costs and subcontracting<br />
costs rose sharply, due partly to extensive work<br />
to update the tools, and to financial charges related to<br />
property investment. Similarly, costs related to the policy<br />
of talent incubators to prepare for the future have also<br />
increased dramatically. On the positive side, a major<br />
contract with an industrial customer was launched<br />
successfully in Verona.<br />
2009 will be a year for reconstruction, with the full<br />
deployment of the Group's transport tools, especially<br />
TMS, and it will be a year of commercial expansion.<br />
TFE DA<br />
<strong>2008</strong> was a year of stabilisation in difficult economic<br />
conditions for the grouping of fresh food deliveries from<br />
Italy. The subsidiary's new management has focused on<br />
controlling operating costs, especially subcontracting, as<br />
sales declined. The final result is close to breakeven and<br />
the subsidiary is poised to take advantage of development<br />
opportunities.<br />
15
16<br />
ANNUAL REPORT <strong>2008</strong><br />
EUROPEAN AFFAIRS<br />
In Spain and Portugal, STEF-TFE’s subsidiary <strong>SDF</strong> operates<br />
more than 495,000m 3 of refrigerated warehouses and<br />
360,000m 3 of cooled warehouses.<br />
SPAIN<br />
Economic activity degenerated quickly and dramatically<br />
in Spain in <strong>2008</strong>. The effects of the downturn seen<br />
throughout Europe were spectacularly amplified in a<br />
country which was emerging from a boom lasting several<br />
years, when the economy suddenly went into decline.<br />
Over the whole year, however, the result is rather good,<br />
with growth of 1.2%, the highest rate of the major<br />
countries in the eurozone. Like other major countries,<br />
however, Spain has gone into recession, with GDP<br />
growth of -1% in the fourth quarter, after -0.2% in the<br />
third quarter.<br />
There are several reasons for this reversal of fortune:<br />
most importantly, the fall in domestic demand, the<br />
collapse of the property market, and falling sales in the<br />
automotive sector, which outsources extensively to<br />
Spanish suppliers. The most significant effect of the<br />
downturn is the rise in unemployment, from 8.3% in<br />
January to 13.9% in December, or 3.2 million. Also<br />
noteworthy is the fall in inflation, which reached its lowest<br />
level since 1999, at 1.4% for <strong>2008</strong>. Prices even fell<br />
during the last quarter.<br />
The agrifood industry was positive overall, with a 2.4%<br />
increase in sales, positive trade balance and the creation<br />
of 2,000 jobs. Agrifood prices across all segments<br />
remained stable in <strong>2008</strong>.<br />
Spanish consumer spending was down from 2007 by<br />
an estimated 2.3%. Mass retail sales ended the year up<br />
5.7% but declined by 1% over the month of December.<br />
There was no major consolidation to report on this sector<br />
in <strong>2008</strong>.<br />
Total spending on food and drink came to an estimated<br />
€95.8 million in Spain in <strong>2008</strong>, of which 32% was in<br />
non-home food services. In June, the revolving annual<br />
total for the increase in food spending came to 6.9%,<br />
driven by the sharp rise in production costs passed onto<br />
the consumer. In the last six months of the year, with<br />
raw materials prices falling, this trend declined.<br />
As in other European countries, supermarkets saw greater<br />
progress than hypermarkets, because of the latters'<br />
relative inaccessibility and their wider range of products.<br />
Own brands continue to record strong growth. Their<br />
market share is estimated at around 37% in food<br />
(compared to 35% in all products).<br />
More than its European neighbours, the country saw the<br />
arrival of the economic crisis at the end of <strong>2008</strong> coincide<br />
with strong growth in energy costs (petrol and electricity)<br />
and wage increases above inflation (national deals over<br />
collective bargaining agreements).<br />
In terms of internal organisation, Spanish and Portuguese<br />
activities were separated and each country given<br />
independent management. The <strong>SDF</strong> Galicia and <strong>SDF</strong><br />
Pais Vasco subsidiaries no longer served any real purpose<br />
and were absorbed by <strong>SDF</strong> Iberica in late <strong>2008</strong>. All<br />
Spanish sites successfully migrated to the Group's TMS<br />
transport information system.<br />
In terms of operations, it is worth mentioning the Los<br />
Olivos platform for its quality and results, which allowed<br />
<strong>SDF</strong> to win the contract to manage a new platform in<br />
Lugo. The North continued to support brisk growth, while<br />
the sites at Alcala, Barcelona (extension operational at the<br />
end of the year) and Seville began their return to profitability<br />
after some difficult years. Continuing problems at<br />
Torrejon, Pinto, Valencia and Malaga, however, explain<br />
a disappointing overall result.<br />
Portugal: strong growth<br />
up18%
GROUP BUSINESS<br />
EUROPEAN AFFAIRS<br />
PORTUGAL<br />
From 2002 to 2007, the Portuguese economy posted<br />
average annual growth of 0.9% per year, trailing behind<br />
the European average of 2.3% or the Spanish figure of<br />
3.5%. The downturn of <strong>2008</strong> was less severe than in<br />
some countries, with GDP growth estimated at a steady<br />
0.2%. The main causes of the slowdown were falling<br />
investment and exports. Market demand fell as raw<br />
materials prices rose and credit dried up on the financial<br />
markets. It was flat over the year, at 1.4%, while prices<br />
rose by 2.7%.<br />
Research revealed a gradual decline in Portuguese<br />
consumer spending. In the final quarter of <strong>2008</strong>, it was<br />
around 2% down from the same period in 2007. Sectors<br />
varied in this respect, with the slowdown particularly<br />
marked in non-food products. Food spending rose during<br />
the first months because of the rise in raw materials<br />
prices. In the last quarter, they fell, but less than all<br />
products, which were down 1.4%, since the Portuguese<br />
prefer to cut down on manufactured products first.<br />
Retailer brands continued to win market share, partly<br />
because of their increased range, while manufacturer<br />
brands lost value.<br />
In <strong>2008</strong>, mass retail sales increased by 4.1% by value.<br />
Looking more closely at this figure, the main driver was<br />
the rise in the average price of products, which was up<br />
3.9%, instead of greater spending by shoppers, which<br />
only rose by 0.2%. Sector consolidation continued, driven<br />
by local chains. Sonae bought Carrefour's shops, Jerónimo<br />
Martins (JM) bought the Tengelman shops, and various<br />
chains bought independent shops.<br />
This gloomy economic period was <strong>SDF</strong> Portugal's first<br />
year of managerial independence. Having deployed its<br />
commercial campaign and received new capacity with<br />
ANNUAL REPORT <strong>2008</strong><br />
the opening of the extension of the Lisbon site,<br />
(5,400 m2 of cooled premises), the new managers<br />
controlled operations well and successfully migrated to<br />
the Group's TMS transport system. <strong>2008</strong> results for<br />
Portugal are very satisfactory.<br />
BENELUX<br />
The Netherlands account for 60% of the population and<br />
GDP of this region (compared to 36% of GDP for<br />
Belgium and 4% for Luxembourg), and contributed<br />
negatively to Benelux activity in <strong>2008</strong>. Dutch GDP fell<br />
during the second half, while in Belgium GDP continued<br />
to grow for the first nine months of the year. Total<br />
growth for the three countries should come to around<br />
1.0% for <strong>2008</strong>, with inflation of 4.2% in Belgium<br />
and 2.2% in the Netherlands.<br />
The impact of the financial crisis, which hit the main<br />
banks, led to a credit squeeze for the private sector.<br />
Industrial production (excluding construction) was<br />
severely hit, with the Netherlands and Belgium falling<br />
by 9.1% and Luxembourg by 16.7%. In this context,<br />
especially in Belgium, the number of bankruptcies has<br />
reached record levels, with over 8,000 companies going<br />
into receivership, including many SMEs, which are more<br />
exposed to risk.<br />
In the agrifood industry, the most significant event was<br />
the merger between Friesland and Campina, the two<br />
dairy leaders. One year after the announcement that<br />
they wished to merge, the European Commission green<br />
lit the proposal on condition that the companies sold<br />
some of their assets.<br />
In the first nine months of the year, consumer spending<br />
declined across the entire region, and indicators revealed<br />
falling consumer confidence during the year.<br />
17
18<br />
ANNUAL REPORT <strong>2008</strong><br />
EUROPEAN AFFAIRS<br />
The Belgian food retail market is increasingly consolidated<br />
and competitive. The five main groups account for almost<br />
90% of the food market, and competition between them<br />
has intensified, with discount chains holding out better<br />
against the worsening economy.<br />
In the Netherlands, the regulations governing new<br />
hypermarkets or shopping centres near towns helped to<br />
curb external development ambitions.<br />
In <strong>2008</strong> the Group obtained excellent results in Belgium,<br />
by pushing growth in its transport activity and export<br />
grouping to France. Services were less successful, with the<br />
main food service contracts suffering the effects of the<br />
downturn.<br />
In order to meet logistic demand, a 25,000 m 2 frozen<br />
storage extension and 2,000 m 2 cool storage extension<br />
were built at STEF's Saintes platform.<br />
At the end of the year, a business deal was signed<br />
allowing the Group to operate a new fresh food platform<br />
in Belgium for supermarkets and hypermarkets as of<br />
early 2009.<br />
In the UK, TFE focused activities on cross-Channel flows<br />
through a single agency. The TFE International Ltd<br />
subsidiary recorded sales of €4.1 million, down from<br />
the previous year's total of €5.2 million.<br />
The European flow subsidiaries had a good year, with<br />
EFF recording particularly good growth in flows to Spain<br />
and Portugal. The three main subsidiaries dedicated<br />
to exports from France also improved their results in<br />
<strong>2008</strong>, boosted by sales growth of 39% and the results<br />
of the Lyon subsidiary.<br />
Unbalanced flows characterised a poor year for<br />
Stefover, which conducts almost all of its business<br />
with northwest Africa, especially Tunisia.<br />
South-North flows grew by 5%, fuelled by rising imports<br />
of lettuces and tomatoes. North-South flows saw a<br />
tangible decline, however, especially to Libya (border<br />
closure and Italian competition) and Tunisia (products<br />
too expensive). This led to a marked increase in empty<br />
North-South journeys, which explains the fall in the<br />
company's sales and results.<br />
In Switzerland, the Group has a minority operation, and<br />
<strong>2008</strong> was a good year, with rising occupancy rates at<br />
the two warehouses and improved control of the<br />
transport activity. The outlook for 2009 is encouraging. ●<br />
FRANCE<br />
SPAIN<br />
UK<br />
ITALY<br />
SCOTLAND
GROUP BUSINESS<br />
OTHER ACTIVITIES<br />
MARITIME ACTIVITIES<br />
Maritime activities are grouped together under STIM<br />
d’Orbigny, which has full control of maritime broker<br />
February 16th, 2009<br />
Sata-Minfos. STIM d’Orbigny holds a majority stake (55%)<br />
in the holding company Compagnie Méridionale de<br />
Participation (CMP), which controls Compagnie Méridionale<br />
de Navigation (CMN).<br />
Under the terms of a Public Service franchise contract<br />
signed on 7 June 2007 by the Corsican authorities, the<br />
Corsican Transport Office, CMN and SNCM, CMN, in<br />
partnership with SNCM, operates a regular maritime<br />
service for passengers and freight for the period between<br />
1 July 2007 and 31 December 2013, with freight<br />
representing 59% of the revenues .<br />
It also provides a regular service to Sardinia. These sea<br />
routes are operated by three combined roll-on/roll-off<br />
ships (Kalliste, Girolata, Scandola), with a total capacity<br />
of 5,800 linear metres, the equivalent of 450 trailers<br />
and 300 passengers with their cars.<br />
Girolata Scandola<br />
ANNUAL REPORT <strong>2008</strong><br />
In <strong>2008</strong>, CMN transported 230,000 passengers (down<br />
3.2% compared to 2007) and 768,000 linear metres<br />
of freight (up 2.46% compared to 2007), generating<br />
total revenues of €91 million. In addition to heightened<br />
competition, CMN had to face the breakdown and<br />
grounding of the Scandola.<br />
The company's result was in line with expectations,<br />
however. At 31 December <strong>2008</strong>, CMN employed<br />
480 people, compared to 472 in 2007.<br />
Under the terms of this agreement, CMN undertook to<br />
replace one of the vessels used on the Corsica route<br />
with a new high-capacity cargo and passenger ferry. Via<br />
its subsidiary, Navale STEF-TFE ordered this vessel, in a<br />
contract signed on 26 June <strong>2008</strong>, and rendered definitive<br />
on 16 July <strong>2008</strong>. Delivery is planned for July 2011.<br />
On 16 February 2009, CMN obtained ISO 14001 certification<br />
for the implementation of its system of environmental<br />
management. The company is now one of the<br />
few passenger sea carriers operating in the Mediterranean<br />
to have this certificate. ●<br />
Kalliste<br />
19
20<br />
ANNUAL REPORT <strong>2008</strong><br />
OTHER ACTIVITIES<br />
INFORMATION SYSTEMS<br />
Agrostar is responsible for all information systems,<br />
and generally acts as a contracting party on behalf of<br />
STEF-TFE. Agrostar pursued its integration and refocused<br />
its publishing activities on transport, warehousing and<br />
marketplace software for fresh foods. These activities<br />
are mainly conducted on behalf of the STEF-TFE Group's<br />
companies and its customers. Agrostar has therefore<br />
implemented a new matrix organisation, with internal<br />
and external activity units on one side and services lines—<br />
R&D, infrastructures and deployment—on the other.<br />
The unit deployed considerable resources for its management<br />
system for warehouses and logistical platforms,<br />
REAL ESTATE AND OTHER SERVICES<br />
The real estate unit, which mainly comprises operational<br />
assets, is structured into subsidiaries. Most of<br />
these subsidiaries own properties which are rented out<br />
within the Group, and some own reserved areas. This<br />
Real Estate Unit consists of 52 subsidiaries (including<br />
the Immostef company) and 54 operating sites, of which<br />
34 are part of Immostef.<br />
The Group also leases buildings on the sites at Bordeaux<br />
(SCI Bruges Conteneurs), with 3,000 m2 of offices and<br />
warehouses, and Suresnes (FIM), with 6,800 m2 of<br />
WMS, releasing versions 3.0 and 3.1, including co-packing<br />
and coordination functions, which have been installed<br />
on almost half of STEF sites.<br />
TMS, TFE's transport and activity software, was successfully<br />
launched in all network subsidiaries in <strong>2008</strong>. At the<br />
end of the year, it was also extended to Tradimar<br />
(seafood) and <strong>SDF</strong> (Spain) subsidiaries. The customer<br />
profitability section of the CGO module (operational<br />
management control) was also deployed in <strong>2008</strong>, and a<br />
pilot of the automatic berth management project has<br />
been deployed in each region. Designed for internal use<br />
by the TFE and Tradimar networks, these two modules<br />
will be enriched with additional functions.<br />
The year also saw an ambitious project to dematerialise<br />
supplier invoices in all the Group's entities.<br />
External sales, corresponding to the marketing of<br />
industry-specific solutions developed by Agrostar, came<br />
to €4.3 million, compared to €5.1 million in 2007. ●<br />
offices and operations. There is also the entire operational<br />
site at Allonnes which was leased outside the Group<br />
throughout <strong>2008</strong>. Between them these three sites, which<br />
were totally occupied at 31 December, contribute<br />
revenues of €4.1m.<br />
Les Chais de la Transat, a specialist wine-trading<br />
subsidiary, recorded a slight increase in sales (€4.6m)<br />
and ended the year with a positive net result of similar<br />
proportions to the previous year. ●
GROUP BUSINESS<br />
SUSTAINABLE DEVELOPMENT<br />
ANNUAL REPORT <strong>2008</strong><br />
In the light of STEF-TFE’s approach to sustainable development, this section covers various labour-related and<br />
environmental issues faced by the Group in the course of its operations.<br />
At 31 December <strong>2008</strong>, total headcount (indefiniteterm<br />
and fixed-term contracts) came to 14,391<br />
people, i.e., an increase of 1.3% compared to 2007<br />
and 7.4% compared to 2006.<br />
LABOUR RELATIONS<br />
AND OCCUPATIONAL RISK PREVENTION<br />
A) Change in headcount<br />
In <strong>2008</strong>, compared to 2007, the number of Group employees<br />
on indefinite-term and fixed-term contracts were as follows:<br />
2006 2007 <strong>2008</strong><br />
Transportation Unit 9,220 10,290 10,393<br />
of which Tradimar 1,078 1,166 1,532<br />
Logistics Unit 3,360 3,082 3,124<br />
CMN 471 472 480<br />
IT Systems Unit 168 173 184<br />
Other activities 181 196 210<br />
Group TOTAL 13,400 14,213 14,391<br />
2006 2007 <strong>2008</strong><br />
Headcount France 11,843 12,229 12,303<br />
Headcount outside France 1,557 1,984 2,088<br />
of which Spain 1,089 1,178 1,241<br />
of which Portugal 230 258 290<br />
of which Italy 26 343 320<br />
of which Belgium 152 149 152<br />
of which UK 60 56 85<br />
Group TOTAL 13,400 14,213 14,391<br />
These figures do not include State-assisted contracts,<br />
such as apprenticeships and qualifications, which<br />
numbered 241 at 31 December. <strong>2008</strong>, a similar number<br />
to the previous year.<br />
21
22<br />
ANNUAL REPORT <strong>2008</strong><br />
LABOUR RELATIONS<br />
AND OCCUPATIONAL<br />
RISK PREVENTION SUSTAINABLE DEVELOPMENT<br />
At 31 December <strong>2008</strong>, the breakdown of headcount was<br />
as follows:<br />
Permanent staff: 13,521, or 94% of the total headcount.<br />
Contract staff: 870, or 6% of the total headcount.<br />
At the same date, the number of temporary workers<br />
employed by the STEF-TFE Group came to 2,146, down<br />
198 compared to 31 December 2007, which reflects the<br />
high level of activity, both in Transport and in Logistics,<br />
recorded every year at this period.<br />
The workforce breaks down as follows:<br />
Blue-collar employees<br />
59.49%<br />
- mobile<br />
24.91%<br />
- stationary<br />
34.58%<br />
CATEGORIES<br />
In terms of age, the breakdown is as follows:<br />
Over 55<br />
3.83%<br />
41-55<br />
39.37%<br />
AGE BRACKET<br />
Managers<br />
9.16%<br />
Supervisors and<br />
Senior Supervisors<br />
18.67%<br />
White-collar<br />
employees<br />
12.68%<br />
Under 25<br />
7.97%<br />
25-40<br />
48.83%<br />
At 31 December <strong>2008</strong>, women represented 19.76% of<br />
the workforce and men 80.24%.<br />
In <strong>2008</strong>, the increase in headcount was more<br />
pronounced in foreign subsidiaries (up 104) than in<br />
France (up 75), and especially in Spain (up 63) and<br />
Portugal (up 32).<br />
All branches increased headcount, but the Transport<br />
total, up 103, grew more than Logistics, up 43.<br />
In the Transport Unit, the increase in headcount of the<br />
Tradimar network is explained by the incorporation of<br />
the Frozen food activity into the Seafood activity,<br />
amounting to an internal recategorisation.<br />
B) Career development<br />
STEF-TFE continued to implement and enrich Groupwide<br />
transversal processes in <strong>2008</strong>:<br />
• career development and professional interviews for<br />
all employees,<br />
• integration in all entities of young graduate trainees,<br />
• extension of activities of the Institut des Métiers du<br />
Froid, a Group training body.<br />
Every Group employee has an annual interview, in the<br />
form of a career development or professional interview,<br />
depending on their job. This is the preferred process<br />
for identifying the skills and potential of every member<br />
of staff, and represents a vital stage in the organisation<br />
of a genuine career and skills management service.<br />
This work has enabled the Group to fill two thirds of its<br />
management vacancies internally and around 200<br />
employees to enjoy promotion in <strong>2008</strong>.
GROUP BUSINESS<br />
SUSTAINABLE DEVELOPMENT<br />
Recruitment of young graduates on training programmes<br />
has risen significantly in all entities, both in France and<br />
abroad.<br />
By the end of the year, 200 young graduates had joined<br />
the Group via these programmes. For recruits in all<br />
countries, the graduate training course includes an<br />
integration period in the French organisation in order to<br />
provide a common basis in terms of business knowledge.<br />
The aim is also, eventually, to cover all the Group's needs<br />
in France and in Europe.<br />
The activity of the Group's training body, the Institut des<br />
Métiers du Froid, set up at the end of 2006, increased<br />
fivefold in <strong>2008</strong>, and now accounts for over a quarter<br />
of training services provided at STEF-TFE.<br />
A Training Director was recruited during the year, to<br />
coordinate issues faced by this sector and to give the<br />
project a Group-wide dimension.<br />
Priorities are unchanged for 2009:<br />
• Enriching our training processes,<br />
• Formalising professional training for each function,<br />
• Creating a system for employee appraisal and the<br />
identification of potential in all entities,<br />
• Expansion of the Institut des Métiers du Froid, in order<br />
to capitalise on the Group's training investment.<br />
.<br />
C) Labour relations and Group Savings Plan<br />
Several important labour relations projects were<br />
concluded in <strong>2008</strong>. One, in France, consisted of<br />
entrusting newly created subsidiaries with the STEF and<br />
Cyrologistic logistics activities.<br />
It became necessary to structure STEF's logistics unit,<br />
both legally and economically, after the acquisition of<br />
Cyrologistic changed the size of the Group, fresh food<br />
and retailer platforms developed, and non-home food<br />
services began to boom.<br />
Given the changes made to the organisation, the unit's<br />
ANNUAL REPORT <strong>2008</strong><br />
management has opened a workshop to redefine the<br />
appropriate level of information for national and local<br />
labour relations. A works council was therefore re-elected<br />
immediately in each new entity and negotiations<br />
were launched with a view to aligning the articles of<br />
association. An agreement to set up a logistics network<br />
committee, equivalent to a group committee limited to<br />
warehousing has also been negotiated and signed in<br />
order to provide a national view of the activity to<br />
employee representatives, in the same vein as the<br />
committees that exist for the Group's transport activities.<br />
These particularly significant structural changes were<br />
supported by constructive dialogue and their effects on<br />
the workforce were dealt with appropriately.<br />
Tradimar also underwent major structural changes in<br />
<strong>2008</strong>, subsidiarising all its sites, in line with the<br />
clarification principle underlying the subsidiarisation of<br />
TFE's sites (pooling of central functions, creating a single<br />
holding company for all central functions dedicated to<br />
the Group's transport activities, streamlining of the<br />
organisation into subsidiaries specialised by market or<br />
type of activity, etc). As for STEF, the Group engaged in<br />
constructive dialogue for this project, both locally and<br />
nationally, and provided support for the employees<br />
concerned.<br />
<strong>2008</strong> saw the launch of negotiations on the provisional<br />
management of jobs and skills (called GP EC) at<br />
STEF-TFE. These negotiations are designed to develop,<br />
standardise and deploy tools at the Group level, to<br />
define the most appropriate way to inform and consult<br />
employee representatives and to implement both<br />
planning and geographical and professional mobility<br />
tools. Since it is the organisation of the Group that is at<br />
issue, with a significant impact on the future, both sides<br />
agreed to take time to reflect, and five meetings have<br />
already taken place in <strong>2008</strong>. Meetings began again in<br />
early 2009 and will continue until the process has been<br />
completed.<br />
23
LABOUR RELATIONS<br />
AND OCCUPATIONAL<br />
RISK PREVENTION<br />
24<br />
ANNUAL REPORT <strong>2008</strong><br />
SUSTAINABLE DEVELOPMENT<br />
<strong>2008</strong> also saw the nationwide implementation of a global<br />
expertise mission on working conditions, connected with<br />
the deployment of new operating tools such as TMS,<br />
Masternaut and Infoquai. The mission is mainly designed<br />
to draw up a diagnosis and forecasts of the changes that<br />
may result from the use of these tools and their potential<br />
effects on employee activity and health in the workplace,<br />
while assessing their effectiveness.<br />
The agreement signed in December 2006 on the<br />
employment and continued employment of people with<br />
a disability now has unanimous support, since the unions<br />
CFDT and CGC, which were not among the original<br />
signatories, have now signed it In the second year of<br />
application, the Group maintained the direction taken<br />
in 2007.<br />
STEF-TFE now has a record level of disabled employees,<br />
at 3.5%. The company employs 412 handicapped people<br />
(i.e. 52 more than in 2007) in compliance with its legal<br />
obligations.<br />
This result is attributable to a good local liaison for the<br />
policy implemented, responsible for encouraging<br />
employees struggling at their workstations to apply for<br />
disabled worker status, in order to obtain the best<br />
possible support. Many people were able to stay in their<br />
jobs, after technical adaptations to their workstations, a<br />
different work organisation or training allowing them to<br />
change position. External recruitment of people with a<br />
disability was also encouraged, with 26 permanent<br />
contracts signed in <strong>2008</strong>, and outsourcing to specialist<br />
companies was made more systematic.<br />
In <strong>2008</strong>, following research launched in 2005 on age<br />
management and the extension of working life, which<br />
stressed the importance of an appropriate diet in<br />
improving people's resistance to cold and physical<br />
work, STEF-TFE launched an extensive information and<br />
awareness-raising campaign for all employees. The aim<br />
was to help them adapt their diet to the specific nature<br />
of their job, whether working at night, in the cold, in<br />
shifts, etc. A cartoon specially commissioned for the<br />
STEF-TFE "Nutrition Mission" and six newsletters provided<br />
advice for different situations. This information was<br />
supported by onsite events, with handouts of fruit, the<br />
organisation of a competition and brochures published by<br />
INPES, the French health education body.<br />
On 24 June <strong>2008</strong>, STEF-TFE was awarded first prize by<br />
the ISICA foundation, a French body representing workers<br />
in the food industry, for its work promoting good food<br />
practice among its employees. This prize recognises the<br />
global approach to health in the workplace, which forms<br />
part of the Group's ongoing discussions on safety and<br />
age management.<br />
It is also worth repeating the successful management<br />
of the medical and provident fund projects which,<br />
despite the definitive withdrawal of Social Security,<br />
allows STEF-TFE to offer all employees in France effective<br />
coverage for a reasonable cost.<br />
The Group has also applied the two major reforms<br />
implemented in June and August <strong>2008</strong>: the modernisation<br />
of the job market and the new rules of union<br />
representationn. The effect of the latter on labour<br />
relations will only really be measurable Group-wide in<br />
the next few years, after professional elections have been<br />
held in the subsidiaries.<br />
Finally, and despite the poor economy, interference in<br />
the application of the law of December 2007, the Group<br />
savings plan campaign was a definite success, owing to<br />
the increase in contribution levels applicable in <strong>2008</strong>.<br />
Consequently, despite a lesser cumulated total in absolute<br />
value than in 2007, caused by the decline in the share's<br />
liquidation value at the time of "reblocking" (€20.71 in<br />
First prize, Isica Foundation
GROUP BUSINESS<br />
SUSTAINABLE DEVELOPMENT<br />
<strong>2008</strong> and €25.18 in 2007), total investments in the<br />
employee investment fund at 31 December <strong>2008</strong><br />
reached over €19 million. Profit-sharing payouts have<br />
grown by 9% to €2.7 million, and voluntary payouts<br />
excluding reblocking (€3.2 million, up by 18%). Total<br />
Group contributions came to €3.6 million, up by 52%<br />
from 2007.<br />
Regarding employee savings, the rules on employer<br />
contributions applicable to the employee savings plan<br />
were altered with effect from January <strong>2008</strong>, bringing<br />
the gross contribution of the first tranche to 60%, or<br />
€600 for every €1,000 deposited, and the second<br />
tranche to 30%, or €100 for every €3,000 deposited.<br />
The higher tranches were not altered. The maximum<br />
gross subscription, for a deposit of €15,000, therefore<br />
amounts to €1,900. These contribution rules were<br />
extended to 2009, on a one-off basis.<br />
D) Safety and the prevention of occupational risks<br />
Safety and the prevention of occupational risks are a<br />
constant concern for the Group's managers, given<br />
the specific issues related to controlled-temperature<br />
transport and logistics. Their daily work is summarised<br />
in the single document, in addition to which employees<br />
work on more specific fields during changes in regulation<br />
or technology.<br />
The European directives comprising the "Hygiene<br />
Package" were implemented on time, with 167 documents<br />
updated (90 for STEF and 77 for TFE-Tradimar)<br />
before the end of July <strong>2008</strong>. Handbooks listing the<br />
"Good hygiene practices to apply" were distributed to<br />
employees. Various technical adjustments corresponding<br />
to additional requests from the veterinary services are<br />
being completed. For 2009, the aim is to harmonise<br />
Hygiene Package tools used in the logistics and transport<br />
networks.<br />
ANNUAL REPORT <strong>2008</strong><br />
Among the laws requiring the Group's attention was the<br />
European ATEX (explosive atmosphere) directive,<br />
especially the section concerning loading areas. The first<br />
stage was the drafting of a document, with the help of the<br />
Veritas office, dealing with protection from explosions,<br />
applicable throughout the Group. It became apparent<br />
that some clarifications of the texts implemented at<br />
classified installations were necessary, and the Group is<br />
taking part alongside the French health and safety body,<br />
the INRS, in the creation of the national recommendation<br />
designed to clarify the rules governing loading premises.<br />
STEF-TFE has spent several months experimenting with a<br />
liquid nitrogen refrigeration system for vehicles. The aim<br />
of this trial is to demonstrate the technical and economic<br />
viability of this form of refrigeration that would replace<br />
mechanical units. The system works by injecting liquid<br />
nitrogen into the vehicle containers in order to cool the<br />
produce, and has many advantages, including the<br />
reduction of carbon dioxide emissions and noise pollution,<br />
improved cold chain quality and easier maintenance.<br />
Adopting cryogenics would require changing the habits of<br />
those responsible for driving and maintaining these<br />
vehicles, and implementing organisational and technical<br />
preventive measures such as oxygen detectors, locked<br />
barriers to the containers, and sound and light alarms. The<br />
Group is ahead of the field with this new technology,<br />
and alongside the Nancy INRS and the regional health<br />
insurance fund based in Chambéry, it is taking part in<br />
the definition of national training recommendations for<br />
employees required to use these kinds of refrigerated<br />
vehicles, including drivers, berth workers, tank fillers and<br />
service providers.<br />
Similarly, the Group has turned its attention to refrigerants,<br />
both in terms of regulations (European F-Gas regulation<br />
on the containment of refrigerants in installations and<br />
equipment and the reduction of greenhouse gas emis-<br />
25
LABOUR RELATIONS<br />
AND OCCUPATIONAL<br />
RISK PREVENTION<br />
26<br />
ANNUAL REPORT <strong>2008</strong><br />
SUSTAINABLE DEVELOPMENT<br />
sions), and accident prevention. The aim is to produce<br />
standard Group documents (intervention sheets and<br />
traceability procedure for fluid handling) and ultimately<br />
to obtain a "capacity certificate" for sites joining the<br />
process and an "aptitude certificate" allowing the relevant<br />
employees to handle these fluids.<br />
Another project has been launched, with the creation of<br />
a single HSE (hygiene, safety, environment) reference<br />
document for the entire Group, which should standardise<br />
its procedures in these three areas. It will be made<br />
available on a dedicated Group intranet, which is<br />
expected to go online during the second quarter of the<br />
year. ●<br />
THE ENVIRONMENT<br />
Because of its position on the food market, the Group<br />
has long been attentive to the risks to the cold food<br />
supply and the environment. In France, transport and<br />
warehousing activities are strictly regulated at every level<br />
by health permits, classified site authorisations, vehicle<br />
licensing, etc. The Group plays an active role, within the<br />
various administrative and professional bodies, in drafting<br />
global regulations for health and the environment.<br />
Internally, the Group is adapting and improving the safety<br />
and reliability of its equipment, as well as researching<br />
new technologies to reduce environmental impact and<br />
control energy consumption. The Group has carried out<br />
an analysis of its treatment of waste, beginning with an<br />
inventory of the waste generated by the Group's<br />
constituent parts and leading to the technical and economic<br />
examination of ways to eliminate, reduce at source<br />
and/or recycle waste.<br />
REAL ESTATE<br />
Construction<br />
As the Group often has to supervise building sites in<br />
France and the rest of Europe, it has confirmed experience<br />
in understanding the various issues linked to the<br />
design and construction of controlled-temperature<br />
buildings. As in previous years, the Technical Department<br />
factors all the stages in the life of the buildings into its<br />
work, from location selection to demolition, but also the<br />
health aspects and comfort of internal work spaces, the<br />
management of energy, water, air, waste, upkeep and<br />
maintenance. The Group is now a member of the French<br />
logistics body AFILOG, and supervised by the construction<br />
certification body Certivea. It is bringing its HQE (High<br />
Quality Environment) manual into line with the requirements<br />
of the construction of controlled-temperature<br />
buildings. Once this document has been approved, the<br />
Group will launch a pilot study in order to confirm its<br />
ambition to innovate and lead the field and to make a<br />
lasting commitment to this process.<br />
In addition to the recurrent issues present in every real<br />
estate or renovation project, which are dealt with<br />
extensively in the 2007 report and remain valid, such<br />
as site selection with a view to limiting negative impact,<br />
integration into the landscape and creation of green<br />
spaces, the use of sustainable and recyclable materials,<br />
and waste processing, it is also worth mentioning projects<br />
that are more emblematic of the Group's approach.<br />
In Gap, for example, STEF-TFE is finalising the construction<br />
of a new transport platform. It has been liaising with the<br />
EDF (electricity board) subsidiary specialised in alternative<br />
energy, with a view to installing a rooftop photovoltaic<br />
system to generate electricity. If it is able to resolve<br />
Hygiene - Safety - Environment HSE
GROUP BUSINESS<br />
SUSTAINABLE DEVELOPMENT<br />
HEQ Label: Hight Environmental Quality<br />
A secure site<br />
Prevention/Protection<br />
Les Messageries Laitières<br />
certain problems linked to the legal status of these<br />
installations, this first system should be installed soon,<br />
before the idea is extended to ten further suitable sites.<br />
In its extension to the Atton site, the Group has also<br />
installed a carbon dioxide-based cooling system, which it<br />
has previously used elsewhere, and which strikes a<br />
satisfactory balance between regulatory constraints,<br />
operational efficiency and personal safety.<br />
Under the terms of a partnership with the Bongrain<br />
group, STEF-TFE's Technical Department is also responsible<br />
for helping (through contracting party consultancy)<br />
with the construction of a new building for Messageries<br />
Laitières. The building will be delivered in October 2009,<br />
and is a sophisticated display of most of the tangible<br />
measures that have been taken to integrate a global<br />
sustainable development process into operational real<br />
estate.<br />
Renovation<br />
Given the number of sites operated, renovation is a<br />
major issue, both commercially (adapting facilities to the<br />
latest professional technology) and in terms of the real<br />
estate portfolio (extending working life). It also provides<br />
the opportunity to put new techniques to use and to<br />
bring tools closer to current standards for sustainable<br />
development, while ensuring that aesthetic and landscaping<br />
criteria are also respected. Every significant renovation<br />
is therefore approached with a view to compliance with<br />
the most recent standards, which are increasingly difficult<br />
to implement for older buildings, in order to build facilities<br />
suitable for the logistical needs of tomorrow's market.<br />
With this in mind, the Group has acquired a building in<br />
Strasbourg that is ideally located for multimodal services.<br />
Initially unrefrigerated, this building will soon be fully<br />
adapted for multimodal, controlled-temperature services.<br />
Management of decommissioning<br />
ANNUAL REPORT <strong>2008</strong><br />
The Group's third concern is the rehabilitation of sites<br />
which are too old or inconveniently located to be useful<br />
to the Group. The Group has always adhered to a policy<br />
of not allowing competitors to acquire its sites and will<br />
only sell, therefore, to a user not present on its market.<br />
Buildings are generally divested after having been stripped<br />
of their refrigerated installations. In some cases, however,<br />
the quality of the location is such that it is worth saving<br />
some of the added value and increasing the potential<br />
capital gains by converting the site. Various projects are<br />
underway at one of the Group's old sites in Perpignan<br />
and two others on sites closed during <strong>2008</strong> at Chalonsur-Saône<br />
and Carquefou.<br />
REAL ESTATE MAINTENANCE<br />
Maintenance is an important consideration in real<br />
estate, both as a significant source of expenditure<br />
and as a prerequisite for the smooth running of operations,<br />
ensuring their sustainability over time. It attempts<br />
to provide solutions in a handful of different areas, and<br />
constitutes a key link between operational needs and<br />
employees working on design and construction. From<br />
27
REAL ESTATE<br />
MAINTENANCE<br />
28<br />
ANNUAL REPORT <strong>2008</strong><br />
SUSTAINABLE DEVELOPMENT<br />
an organisational point of view, the DMI (Real Estate<br />
Maintenance Division) reports to the Group's Real Estate<br />
Director.<br />
The first area concerns the issues discussed under working<br />
conditions, and includes safety, health and employee<br />
hygiene: the main goal is to maintain the safety of the<br />
infrastructure, equipment and merchandise, while improving<br />
the working environment and limiting the risks<br />
involved in the working under controlled temperatures.<br />
The Group is investing heavily in constant temperature<br />
WASTE MANAGEMENT<br />
Afew years ago, STEF-TFE launched a waste management<br />
progress drive. It is important to distinguish<br />
between toxic waste, with a regulated disposal chain, for<br />
which the Group has legal obligations, and non-toxic<br />
TOXIC WASTE<br />
Waste Annual estimation Comments<br />
■ Oil separator sludges<br />
■ Coolant fluids<br />
R22, R404 A, R407 A, R410 A, R134 A<br />
■ Coolant fluids / ammonia, carbon dioxide<br />
■ Tube lighting<br />
■ Printer and photocopier cartridges<br />
■ Coolants<br />
■ Used filters<br />
■ Used lubricants<br />
■ Used cloths<br />
■ Electric and electronic goods<br />
■ PCB/PCT<br />
■ Lead + acid batteries<br />
> 300 tonnes<br />
> 1.5 tonnes<br />
> 20 tonnes<br />
> 8 tonnes<br />
> around 12,000<br />
> around 26,500 litres<br />
> 2,800<br />
> 133,000 litres<br />
> 16 m 3<br />
> between 10 and 20 pallets<br />
> contaminated oil: 2.5 tonnes<br />
> between 3,000 and 4,500<br />
The cost of eliminating this waste is estimated at €200,000 for a full year.<br />
monitoring, systems reducing internal and external noise<br />
pollution, improving working conditions (dehumidification<br />
and defrosting), staff training in refrigeration techniques,<br />
security at installations including cooling towers.<br />
The second area is the control and reduction of the total<br />
energy requirement (for cooling, lighting and charging<br />
the batteries of handling vehicles), by means of regular<br />
audits, investment in energy-saving materials and even<br />
batteries that can smooth over or improve the management<br />
of occasional peaks in energy demand. ●<br />
waste, whose disposal is not regulated, and reflects<br />
the voluntary commitment of the measures taken by<br />
the Group.<br />
Pumping and elimination by a certified and controlled specialist<br />
Recovery and elimination by certified specialists (mainly HCFC-R22)<br />
Recovered as ammonia (NH 3 ) or ammonium hydroxide (NH 4 OH)<br />
when dismantling installations and eliminated by certified specialists<br />
Increasingly well controlled recycling and collection<br />
Recovered by suppliers<br />
Closed circuits drained every three years; topped up in summer<br />
Placed in containers then recovered by certified collector<br />
127,000 l for vehicles and 6,000 l industrial cold units Certified collector<br />
Cloths either rented or washed before being reused => reduction of waste at source<br />
Recovered and destroyed by a certified specialist<br />
Elimination by certified specialist with waste tracking form<br />
Recovered by suppliers/rental company
GROUP BUSINESS<br />
SUSTAINABLE DEVELOPMENT<br />
NON-TOXIC WASTE<br />
Waste Annual estimation<br />
■ Non-toxic waste similar to household waste<br />
■ Expired or damaged food products<br />
■ Paper and cardboard packaging<br />
■ Non soiled plastic packaging<br />
■ Wood (cases, pallets, etc)<br />
■ Disused tyres<br />
■ Copper, bronze, brass<br />
■ Iron and steel<br />
■ Office paper<br />
The full-year cost of processing this waste is estimated<br />
at €2,200,000 and the Group is beginning to<br />
implement special measures in this field to recycle it as<br />
part of a proactive programme.<br />
Regular indicators are being deployed to track costs,<br />
tonnage, the proportion of waste recycled, revenues<br />
(from the sale of recycled materials), and the number<br />
of optimisation projects. Processing has also been<br />
implemented for electronic waste (WEEE, or waste<br />
electrical and electronic equipment) such as monitors,<br />
PCs, and printers. New real estate projects include<br />
"waste areas".<br />
NEW REGULATIONS<br />
Fluids<br />
For many years, synthetic fluids (CFCs and HCFCs)<br />
were preferred for refrigerated equipment, which<br />
mostly uses the HCFC-R22 coolant, particularly on the<br />
grounds of safety. Despite their strong energy performance,<br />
their environmental impact (on the ozone layer<br />
and greenhouse effect) has led global authorities to<br />
restrict and, ultimately, discontinue their use.<br />
> 7,000 tonnes<br />
> 1,600 tonnes<br />
> 2,500 tonnes<br />
> 400 tonnes<br />
> 1,000 tonnes<br />
Annual total 12,500 tonnes<br />
> around 20,000, managed under the mileage contract<br />
> Variable: ad hoc deconstruction or change of electrical or refrigerated<br />
equipment<br />
> First significant sorting implemented during <strong>2008</strong>: no representative<br />
data to date<br />
ANNUAL REPORT <strong>2008</strong><br />
France and the Netherlands are unusual in this respect,<br />
since most other countries use ammonia. This European<br />
divide is the result of stricter regulatory practices. The<br />
withdrawal of HCFCs (including R22) by 31 December<br />
2014 requires the replacement of all or part of existing<br />
installations and an urgent review of French regulations<br />
on ammonia. It is essential that French users not be put<br />
at a disadvantage at this time, which would imperil the<br />
entire logistics chain.<br />
Current installations can be converted using existing<br />
technologies, either by using synthetic fluids such as<br />
HFCs or by using natural fluids such as carbon dioxide or<br />
ammonia. HFCs contain no chlorine and therefore do<br />
not affect the stratospheric ozone layer. Their uptake has<br />
been largely encouraged as a replacement for CFCs.<br />
They do not have the same energy performance, however,<br />
especially in refrigeration and low temperatures,<br />
and their use requires all equipment to be replaced. In<br />
the event of accidental release into the atmosphere,<br />
moreover, they exert a strong greenhouse effect, which<br />
seems to cast strong doubt over their long-term use.<br />
29
30<br />
ANNUAL REPORT <strong>2008</strong><br />
SUSTAINABLE DEVELOPMENT<br />
Carbon dioxide has many advantages, but severe<br />
operational issues, such as high working pressure and<br />
the resulting risk to personal safety. Its use is preferred<br />
for low temperatures (freezing) in combination with<br />
another coolant.<br />
Ammonia (N H 3 ), is widely used as a coolant in<br />
warehousing and food processing. Compared to other<br />
uses of ammonia, however, this application is fairly<br />
marginal, probably accounting for less than 1% by<br />
volume. Ammonia has traditionally been used as a<br />
coolant because of its energy efficiency in major agrifood<br />
installations, especially at low temperatures (freezing<br />
and storage). With no effect on the environment,<br />
ammonia is the preferred coolant in all other European<br />
countries and its use is advocated by environmental<br />
NGOs. Its toxicity, however, can make it dangerous to<br />
use, but if safety rules are adhered to, it is no more<br />
dangerous than other energy sources.<br />
French regulations impose severe restrictions on the use<br />
of ammonia, and professionals have been negotiating<br />
for the past several years to obtain authorisation for<br />
moderate use. These discussions have led to some<br />
concrete proposals for adjustments. If all the profession's<br />
proposals were taken into account, the French agrifood<br />
log istics chain would be able to face the g row th<br />
challenges presented by today's market. It is STEF-TFE's<br />
policy to encourage the use of natural, sustainable fluids<br />
like ammonia and carbon dioxide.<br />
Buildings<br />
French regulations set standards for the construction<br />
of controlled-temperature warehouses, especially for<br />
safety (fire, smoke ejection, automatic extinction, etc),<br />
and feedback suggests that these standards bear no<br />
relation to the actual risks involved. One reason for this<br />
is the absence of a specific category for refrigerated<br />
warehouses in the implementing laws and circulars. The<br />
construction regulations applicable to dry warehouses,<br />
however, are often taken as the starting point for drawing<br />
up the corresponding authorisation laws. This puts French<br />
operators at a severe disadvantage compared to their<br />
EU competitors.<br />
It would be appropriate to take account of the constructive<br />
organisational proposals put forward by the market<br />
players in a guide for "Fire Prevention in Refrigerated<br />
Warehouses", in order to bring construction and operation<br />
costs down to acceptable and competitive levels. It would<br />
also be advisable to create a specific category for this<br />
kind of warehouse in order to avoid over-interpretation<br />
of the rules, and to adjust the thresholds for declaration<br />
and authorisation, in order to give French players the<br />
responsiveness they need to respond to customer calls<br />
for tender. The Group is lobbying hard in this direction,<br />
playing an active role alongside the sector's professional<br />
bodies.<br />
Use of natural fluids:<br />
NH 3<br />
CO 2
GROUP BUSINESS<br />
SUSTAINABLE DEVELOPMENT<br />
Transport and retail<br />
The Group's priority for its vehicles is to combine safety<br />
with a reduction in fuel consumption and environmental<br />
damage. It has pursued the deployment of onboard software<br />
in order to obtain transport data and to improve the overall<br />
efficiency of its vehicles.<br />
It has also begun using new tyres to reduce direct<br />
consumption.<br />
In late <strong>2008</strong>, 54% of the Group's motorised vehicles were<br />
compliant with Euro 2 and 3 standards, 31% were<br />
compliant with Euro 4 and 15% with Euro 5. These figures<br />
should rise to 34%, 31% and 35% by year end 2009.<br />
STEF-TFE is aware of the environmental impact of its fleet<br />
of vehicles, and stepped up orders for vehicles compliant<br />
with Euro 5, which only comes into force in September<br />
2009. According to estimates, the carbon footprint of the<br />
Group's transport activities is around 350,000 tonnes of<br />
carbon dioxide for 300 million kilometres, of which 275,000<br />
tonnes is generated by engines and 75,000 tonnes by<br />
refrigerated units.<br />
Recent research into the aerodynamic qualities of heavy<br />
vehicles has revealed potential fuel savings of up to 20%<br />
in certain conditions. The Group initially decided to order the<br />
roof spoiler option for its tractors, but other possibilities<br />
are being examined, especially on semi-trailers, in collaboration<br />
with bodywork professionals.<br />
ANNUAL REPORT <strong>2008</strong><br />
A new refrigerated unit model offering energy savings of<br />
20% came out in late <strong>2008</strong>, and will be deployed first as<br />
a mono- then a multi-temperature unit.<br />
Feasibility tests on cryogenic units using liquid nitrogen are<br />
continuing, and economic viability should be confirmed<br />
after a year of use. Finally, another test will examine the<br />
possibility of reducing diesel emissions and noise pollution<br />
from loaded vehicles that are left stationary over the<br />
weekend by switching to electric mode.<br />
A summary document (Passport for Sustainable Development)<br />
is currently being finalised, and describes all<br />
steps taken by the Group to improve sustainable<br />
development, both at the level of the relevant Divisions,<br />
and at the level of the specialist committees working<br />
on the HSE reference document. ●<br />
31
32<br />
ANNUAL REPORT <strong>2008</strong><br />
RISKS LINKED TO ACTIVITY<br />
In addition to the personal and environmental links<br />
covered previously, the Group is also exposed to various<br />
operating risks by the very nature of an activity focused<br />
on perishable goods, and, more generally, products with<br />
temperature and date limitations. The main risks concern<br />
the destruction of operating tools and interruptions<br />
in the cold chain, and the resulting impact on the<br />
merchandise entrusted to us.<br />
The global organisation of the Group and the extent of its<br />
facilities, in particular in France, allow it to respond quickly<br />
if one or more of its operating facilities goes out of<br />
commission.<br />
This is a particularly sensitive issue for the grouped<br />
delivery activity, which uses a network at the very heart of<br />
the system. For this reason, the division responsible for<br />
operations is entrusted, on a permanent basis, with<br />
planning and implementing solutions in order to ensure<br />
operating continuity, despite unforeseen events (weather<br />
conditions, industrial action or accidents).<br />
The Group’s facilities are equipped with temperature<br />
recording systems during business hours and remote<br />
surveillance systems for periods outside business hours,<br />
i.e. from Friday evening to Monday morning for refrigerated<br />
warehouses and from Saturday midday to Sunday<br />
evening for transportation platforms. The aim is therefore<br />
to ensure that the cold chain and the freshness of<br />
products are maintained in order to reduce as much as<br />
possible the risks of a building being destroyed by fire.<br />
For several years now, the Group has been developing<br />
both prevention and protection policies, by regularly<br />
allocating significant financial resources to them.<br />
The Group is also aware of its dependence on the flow<br />
of information that circulates on a daily basis and ensures<br />
that this information is kept secure, and has acted on<br />
several fronts. Particular attention has been paid to<br />
backing up data and rapid data restoration in the event of<br />
an incident that affects the central units. Similarly, keeping<br />
data secure and protecting information systems from<br />
intrusion is a key issue in the relationship with the<br />
Group’s clients.<br />
Through its insurance policies for operating losses<br />
and civil liability, the Group has extended cover that is<br />
as closely adapted as possible to the responsibilities<br />
it assumes. A conservative policy in terms of cover<br />
and excess limits, which is reassessed periodically in<br />
order to respond to market trends and Group growth,<br />
coupled with an active prevention and training policy,<br />
has reduced Group exposure to the consequences of<br />
a major claim. ●<br />
MARKET RISKS<br />
Liquidity risk<br />
The Group's cash needs are largely met by credit lines<br />
from the parent company. At 31 December <strong>2008</strong>,<br />
STEF-TFE had 15 credit lines, confirmed in the medium<br />
term, totalling €121.3 million. At 31 December <strong>2008</strong>,<br />
€65 million had been used. Credit is drawn for periods<br />
of between ten days and three months, and carries<br />
interest at the rate of the date of drawing. The credit<br />
lines mature as follows: €37.3 million in one year;<br />
€34.3 million in two years; €49.7 million in three years.<br />
STEF-TFE and STEF-TFE Transport also have overdraft<br />
facilities, with no ag reed maturity dates, up to<br />
€41 million, of which €18 million was not used at<br />
31 December <strong>2008</strong>. Current confirmed and unused<br />
credit lines and available overdraft, combined with good<br />
cashflow planning, provide the Group with excellent<br />
control over its liquidity risk.<br />
The Group has commitments in respect of some credit<br />
lines and loans, including the OBSAAR loan, particularly<br />
regarding adherence to financial ratios. The main ratios<br />
are: EBITDA/net financial charges over 6 (6.5 for the<br />
OBSAAR) and net debt/shareholders' equity below 1.6 or<br />
1.7. The Group adheres to all commitments related to<br />
its financing.
GROUP RISKS<br />
MARKET RISKS<br />
Interest rate risk<br />
Group consolidated debt, whether in the form of shortterm<br />
drawdowns on confirmed long-term credit lines, or<br />
financial leases and long-term mortgages, the two usual<br />
methods of funding fixed assets, is mainly variable-rate.<br />
To cover itself against rate increases, the Group implements<br />
interest rate derivative instruments: either swaps,<br />
options or combinations of the two.<br />
At 31 December <strong>2008</strong>, the Group had five instruments<br />
in France, subscribed in 2007, representing a notional<br />
amount of €280 million, covering almost all the variable<br />
rate financing lines, excluding overdrafts and other<br />
financial debt.<br />
Their main features are outlined below:<br />
Two caps with a notional value of €100 million cover<br />
at each term the difference between the 3 month Euribor<br />
and 4%, when the 3 month Euribor is higher than 4%.<br />
Finally, there are three swaps with lower notional values,<br />
of between €20 million and €40 million. All instruments<br />
mature during the first quarter of 2009.<br />
The Group did not apply any new hedging instruments in<br />
<strong>2008</strong> in order to prevent excessive cover.<br />
There are three hedging instruments in Spain, in place<br />
since 2006, covering the rate risk involved in variable<br />
rate leasing contracts. These instruments represent a<br />
consolidated notional amount of €36 million. A swap<br />
with a notional value of €25 million, subscribed for three<br />
years in July 2006 and amortisable monthly, to give the<br />
option of swapping the 6 month Euribor for a fixed rate<br />
of 3.82%. A non-amortisable swap representing a<br />
notional amount of €6 million, subscribed in January<br />
2006 for a period of 5 years, to cover at each yearly<br />
term the 12 month Euribor and to pay a fixed rate of<br />
between a minimum of 2.75% and a maximum of<br />
4.75%, depending on the change in the 12 month<br />
Euribor.<br />
ANNUAL REPORT <strong>2008</strong><br />
A non-amortizable deactivating swap subscribed in<br />
March 2006 and valid for four years and nine months,<br />
representing a notional amount of €5 million, to cover at<br />
each quarterly term the 3 month Euribor and to pay<br />
annually a rate of between a minimum of 2.90% and a<br />
maximum of 3.50%, depending on the change in the<br />
12-month Euribor if the barrier is deactivated.<br />
Client credit risk<br />
No client represents more than 10% of Group revenues,<br />
which limits the risk of a client default having a significant<br />
effect on Group results. To cover itself against the risk<br />
of its clients defaulting, STEF-TFE has signed credit<br />
insurance contracts.<br />
Exchange rate risk<br />
Non-euro currency flows to the eurozone remain fairly<br />
well-balanced, so there is no foreign exchange risk. It is<br />
worth highlighting, however, a foreign exchange loss on<br />
an advance on current account at one of our United<br />
Kingdom subsidiaries which was unable to refinance its<br />
debt locally in sterling, because of the difficulties in this<br />
field beginning in <strong>2008</strong>. Sterling lost 30% against the<br />
euro in <strong>2008</strong>, including a 14.5% fall in December alone.<br />
Diesel fuel risk<br />
As a major consumer of diesel fuel, STEF-TFE, which is<br />
exposed to the variations in the price of this fuel, is not<br />
at present envisaging the purchase of hedging instruments.<br />
In addition to the mechanisms for passing on<br />
this expense, the Group relies above all on procurement<br />
optimisation with specialised purchasers, as well as the<br />
implementation of measures that aim to reduce fuel<br />
consumption. ●<br />
33
34<br />
ANNUAL REPORT <strong>2008</strong><br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
Millions of euros<br />
Total sales 2,081 1,932<br />
Sales by export-only subsidiaries 71.3 � 61.2<br />
Sales by European subsidiaries 350.7 � 274.1<br />
- Spain & Portugal 169.3 � 154.2<br />
- Italy 137.3 � 73.2<br />
- Benelux 28.1 � 31.8<br />
- UK 15.9 � 14.9<br />
Overall growth in core activities, i.e. transportation<br />
and logistics, came to 7.51% for the entire year.<br />
After taking into account the other activities, including<br />
wholesale and CMN, consolidated Group revenues<br />
reached €1,718 million (€1,527 million in 2007), which<br />
represents annual growth of nearly 7.74%.<br />
There was a major change in the consolidation scope in<br />
<strong>2008</strong> due to the full-year—as opposed to half-year in<br />
2007—consolidation of the business of the Cavalieri<br />
Group, which had an impact of €65 million. Excluding<br />
the effect of the change in consolidation scope, the<br />
growth in transportation and logistics amounted to 3.78%<br />
over the year.<br />
The European Affairs Unit came into existence on 1st<br />
January 2007 and encompasses most domestic markets<br />
outside France, i.e. Spain, Portugal, Belgium, Italy, the<br />
UK and Switzerland, excluding seafood in Scotland and<br />
Italy, because of the specific nature of the product. It<br />
also includes the six specialised structures that manage<br />
European and North African flows. The unit generated<br />
overall revenues of € 422 million, compared to<br />
€335.4 million in 2007.<br />
(€ thousand)<br />
Sales generated by the European subsidiaries came to<br />
€350.7 million compared to €274.1 million in 2007.<br />
Behind this increase lie diverse situations.<br />
Spain and Portugal continued to perform well: Spain<br />
posted growth of 8%, at €138.2 million, while Portugal<br />
maintained a dynamic growth rate, at 18%, reaching<br />
€31.1 million.<br />
For the first time, sales by the Italian subsidiaries included<br />
the Cavalieri Group and TFE DA—a subsidiary jointly held<br />
(50-50) with Cavalieri—over a full financial year.<br />
Cavalieri and TFE DA generated sales of €129.8 million,<br />
with the remainder of €7.5 million due to seafood<br />
specialist Tradimar Milano.<br />
Sales in the UK (including Scotland) were up slightly.<br />
Business in Benelux is largely focused on Belgium, where<br />
sales for the two subsidiaries—transport and logistics—<br />
reached €26.3 million, including €2.6 million in<br />
wholesale.<br />
In the Netherlands, business levels remain modest, at<br />
€1.8 million, but have grown by almost 40%. Export<br />
activities within the French transport subsidiaries<br />
generated €87.5 million.<br />
<strong>2008</strong> 2007 variation<br />
Transportation 1,361.3 1,247.0 +9.17% �<br />
Logistics 513.4 496.7 +3.36% �<br />
Subtotal 1,874.7 1,743.7 +7.51% �<br />
Maritime 91.8 85.4 +7.5% �<br />
Wholesale and other activities 114.9 102.7 +11.88% �<br />
Total 2,081.4 1,931.8 +7.7% �<br />
<strong>2008</strong><br />
2007
THE GROUP<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
The creation of a unit dedicated to European affairs,<br />
and its increasing importance since the integration<br />
of Cavalieri, have led the Group to refine its approach<br />
to the breakdown of platform activities in Spain and<br />
Portugal using a special tool. As a result, the sales figures<br />
of Spanish and Portuguese companies, which were<br />
previously allocated to the logistics activity only, are now<br />
broken down into logistics and transport. 2007 revenues<br />
accordingly redefined as Transportation revenues come<br />
to €68.8 million.<br />
Logistics, which represented 27.4% of consolidated<br />
revenues outside maritime, wholesale and other activities,<br />
rose from €495.7 million to €513.4 million. This growth<br />
of 3.35% is largely attributable to the integration of<br />
Cavalieri's logistics business (€41.2 million) over the<br />
full year.<br />
Transportation represented €1,361 million, a growth of<br />
9.2% compared to the previous year, or 5.6% on a likefor-like<br />
basis. Cross-charging the rise in fuel prices, as a<br />
surcharge on the invoice total, contributed to this growth<br />
during the first nine months of <strong>2008</strong>. The gradual decline<br />
in volumes and stiffening competition resulting from the<br />
worsening economic conditions weighed heavily on fourth<br />
quarter sales, which remained flat during this period.<br />
Maritime activities saw sustained growth of 7.5% despite<br />
(€ thousand)<br />
ANNUAL REPORT <strong>2008</strong><br />
the g rounding of the Scandola which obstructed<br />
operations during the first half. The unit generated overall<br />
revenues of €91.8 million, compared to €85.4 million<br />
in 2007.<br />
Wholesale and other activities were up by €12.2 million<br />
from the previous financial year. Around €9 million of<br />
this growth can be attributed to the expansion of nonhome<br />
food services (up €12.1 million in France and<br />
€3.3 million in Benelux). Excluding Agrostar, other<br />
activities posted sales of €8.8 million, up slightly from<br />
2007 and including €4.6 million for Chais de la Transat,<br />
with the remainder generated by non-Group property<br />
rental. Agrostar, which encompasses all the IT teams,<br />
generated external sales of €4.3 million, compared to<br />
€4.8 million in 2007.<br />
The Group's organisation, especially in the refrigerated<br />
grouped delivery business, requires the various companies<br />
to invoice each other for services that are eliminated<br />
at the consolidation stage. In the same way, the Group’s<br />
facilities are located in structures that are entirely<br />
controlled by the Group, which invoice rent under normal<br />
business conditions. Finally, the Group’s legal structure<br />
and the location of the support services in some entities<br />
justify the existence of business leases and management<br />
fees, which are also charged at normal business rates.<br />
<strong>2008</strong> 2007 Change<br />
Revenues 2,081 1,932 +7.7 �<br />
Operational income 85.4 83.2 +2.7 �<br />
Income before tax 65.0 67.6 -3.8 �<br />
Tax (19.8) (18.2) �<br />
Companies using equity method +0.4 -0.4 �<br />
Net income 45.6 49.0 -7.0 �<br />
- Group share 40.5 44.4 -8.9 �<br />
- minority interests 5.1 4.6 �<br />
35
36<br />
RAPPORT ANNUEL <strong>2008</strong><br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
Third-party spending was the largest expense, at<br />
€1,258 million, up 8.8%. Subcontracting expenses<br />
accounted for 48.8% of this figure, at €614.1 million,<br />
a year-on-year rise of 15.9%, due partly to the change in<br />
scope of consolidation in Italy and partly to the expansion<br />
of flow activities. National and local taxes were down by<br />
€2 million, to €42.7 million.<br />
Payroll charges, including temps, were up by 5.4% to<br />
€696 million, in line with the increase in headcount.<br />
Amortisation and depreciation were up to €73.3 million,<br />
compared to €67.5 en 2007.<br />
The balance of provisions showed a net expense of<br />
€4.1 million, compared to a net reversal of €1 million in<br />
2007. Other operating income and expenses, which<br />
showed a loss of €0.6 million in 2007, showed a net<br />
profit of €3.9 million in <strong>2008</strong>. An analysis of the main<br />
operations that led to this figure reveals that the capital<br />
gains on the disposal of assets came to €3.7 million,<br />
other income to €0.8 million, with the remainder<br />
corresponding to various losses.<br />
The operating profit was up by 2.7%, at €85.4 million,<br />
which represents a profit margin of 4.1% on consolidated<br />
sales.<br />
Financial items showed a net expense of €20.4 million,<br />
compared to €15.6 million in 2007, a rise partly due to<br />
the cost of gross debt, with heavy investments in Italy<br />
contributing to the rise in these charges (up €0.7 million).<br />
Hedging instruments have been entered in the accounts<br />
at their fair value (variance of €2.2 million compared<br />
to 2007).<br />
Pre-tax income amounted to €65 million, compared<br />
to €67.6 million in the previous year, representing a fall<br />
of 3.8%, in line with the financial result.<br />
Taxes recorded in the income statement amounted to<br />
€19.8 million, up by 9% from the previous year,<br />
reflecting a four-point rise in the effective tax rate,<br />
which represented 31% of pre-tax income compared to<br />
27% in 2007.<br />
Associated companies' share of net income stood at<br />
€0.4 million.<br />
Net income amounted to €45,569 million, including<br />
Group share of €40,488 million. Stockholders' equity,<br />
Group share, came to €263.1 million, compared to<br />
€260.3 million in 2007. The net debt/total shareholders'<br />
equity ratio was 1.22, compared to 0.99 after reclassification<br />
at end 2007. Gross financial debt stood at<br />
€434.3 million, while cash came to €44.2 million, giving<br />
net debt of €390 million, up by €82 million on a yearon-year<br />
basis.<br />
Cashflow, which reached €121 million in 2007, was<br />
down by €7.5 million to €113.5 million. The year's<br />
investment prog ramme cost € 126.1 million, up<br />
€23 million from the 2007 figure of €103.1 million. ●
THE GROUP<br />
PARENT COMPANY'S RESULTS<br />
It should first of all be pointed out that the comparability<br />
of the parent company's accounts is affected<br />
by the various subsidiarisation operations implemented<br />
within STEF as of 1st January <strong>2008</strong>. As a result,<br />
ST E F -T F E h a s v i r t u a l l y b e c o m e a p u r e h o l d i n g<br />
company, which now only owns properties rented out<br />
to operating companies. Revenues, comprising rentals<br />
and other essential internal Group services, came to<br />
€10.5 million, compared to €92.5 million in 2007.<br />
Expenses attributable to third parties, provisions on<br />
reversals and other revenues totalled €32.1 million,<br />
compared to €40.9 million in 2007.<br />
Operating expenses came to €42 million compared to<br />
€121.2 million in 2007. Payroll charges, including temps,<br />
came to €7.6 million, while depreciations and provisions<br />
rose from €10.1 million to €10.7 million, this being an<br />
item which is genuinely comparable from one year to<br />
the next.<br />
Taxes and duties fell very significantly, due to the closing<br />
of the warehousing activity and its impact on the<br />
calculation of professional taxes. Overall they came to<br />
€0.8 million. Operating income therefore came to<br />
€0.6 million, compared to €12.1 million in 2007.<br />
Financial income, made up chiefly, in <strong>2008</strong> as in 2007,<br />
of revenue from equity, remained stable at €32.8 million,<br />
compared to €33.7 million in 2007, while dividends<br />
received increased by €2.1 million. Other interest and<br />
assimilated revenues increased by €2,8 million, while<br />
a depreciation reversal was recorded for €3 million.<br />
Financial expenses came to €20.2 million, resulting in<br />
income before tax and exceptional items of €13.2<br />
million, compared to €25.3 million in 2007.<br />
The exceptional income of €0.7 million in 2007 rose to<br />
€3.1 million in <strong>2008</strong>, including a net reversal of allocated<br />
provisions of €3 million, compared to a net reversal of<br />
€2.1 million in 2007. Transactions involving capital had<br />
practically no impact on the result.<br />
ANNUAL REPORT <strong>2008</strong><br />
After taking into account tax revenues due to consolidation<br />
(STEF-TFE is at the head of the tax group) of<br />
€2 million, the parent company posted net income of<br />
€20,206,848.01 compared to €26,037,781.01 in 2007.<br />
There were no movements in terms of subsidiaries and<br />
shareholdings.<br />
The General Meeting is asked to allocate the income in the<br />
following way:<br />
Income for the year €20,206,848.01<br />
Retained earnings €45,533,540.44<br />
forming an available total of €65,740,388.45<br />
to be allocated as follows:<br />
to the payment of a net dividend of €1.05 per share<br />
i.e. a total distribution of €14,191,431.45<br />
to retained earnings of €51,548,957.00<br />
If, at the payment stage, the company held some of its<br />
own shares, the sum corresponding to the amount of the<br />
dividend owed on these shares would be allocated to<br />
retained earnings.<br />
Payment of dividends will start on 25 May 2009.<br />
The dividends paid for the three previous years were as follows:<br />
Year<br />
Net income Total earnings<br />
per share per share<br />
2005 0.76 0.76<br />
2006 0.85 0.85<br />
2007 1.00 1.00<br />
In accordance with Article 223 quinquies of the CGI,<br />
the Board informs the General Meeting that there have<br />
not been any overhead expenses that lead to reconsolidation<br />
into the taxable profit under Article 39-5 of the<br />
same code, i.e. overheads that were omitted from the<br />
special statement attached to the declaration of results,<br />
or excessive overheads that were not incurred in the<br />
direct interest of the company. ●<br />
37
38<br />
RAPPORT ANNUEL <strong>2008</strong><br />
THE BOARD OF DIRECTORS<br />
CHANGES IN SHARE CAPITAL AND VOTING RIGHTS<br />
Share capital<br />
At 31 December 2007, the Company's share capital<br />
was €13,603,672, made up of 13,603,672 shares<br />
with a par value of €1.<br />
The Company's Board of Directors enacted the following<br />
operations at its meeting on 10 December <strong>2008</strong>:<br />
• increase in capital of €12,944 following the exercising<br />
in <strong>2008</strong> of 12,944 stock options from the third tranche<br />
(exercisable as from 15 December 2005) and the posting<br />
of an issue premium of €1,067,638.12, at a price of<br />
€9.76 per option, i.e. an overall amount of €126,333.44.<br />
STEF-TFE's share capital was increased by €12,944 and<br />
an issue premium of €113,389.44 was recorded.<br />
STEF-TFE's share capital, which was previously<br />
€13,603,672, made up of 13,603,672 shares with a par<br />
value of €1 each, was increased to €13,616,616, made<br />
up of 13,616,616 shares with a par value of €1 each.<br />
Breakdown of share capital and voting rights<br />
The main known shareholders at 31 December <strong>2008</strong> were as follows:<br />
Exceeded thresholds declared since 1st January <strong>2008</strong><br />
are as follows:<br />
• 25 February <strong>2008</strong>: Minosfin, controlled by Mr. Norbert<br />
Dentressangle, declared that on 21 February <strong>2008</strong>,<br />
it reached the threshold of 5% of voting rights in<br />
STEF-TFE, and now held 746,832 STEF-TFE shares<br />
representing 1,123,172 voting rights, i.e. 5.49% of the<br />
• rreduction in the share capital of €100,967, through the<br />
cancellation of 100,967 STEF-TFE shares acquired in<br />
<strong>2008</strong> as part of the share buyback programme.<br />
The capital was thereby reduced to €13,515,649, made<br />
up of 13,515,649 shares with a par value of €1.<br />
The difference between the par value and acquisition<br />
value of the shares (€3,563,845), representing a sum of<br />
€3,462,878, was deducted from the issue premium<br />
noted above, bringing this to zero, and for the remainder,<br />
i.e. €3,349,488.56, on the issue and contribution premium<br />
account on the balance sheet at 31 December<br />
2007, bringing this to €4,283,743.50.<br />
This decision to reduce the share capital was taken following<br />
a delegation conferred on the Board of Directors by<br />
the General Meeting of 14 May <strong>2008</strong>, in its sixteenth<br />
resolution.<br />
As a result, at 31 December <strong>2008</strong>, the share capital was<br />
€13,515,649, made up of 13,515,649 shares with a par<br />
value of €1. ●<br />
Shareholders Capital Voting rights<br />
as % as %<br />
Atlantique Participations 19.72 24.47<br />
Group employees’ investment fund 15.30 16.66<br />
Bestinver 9.31 5.79<br />
Invesfroid 8.32 10.35<br />
Société des Personnels de la Financière de l’Atlantique 5.72 7.10<br />
AGF Vie 5.35 6.65<br />
Minosfin 5.53 6.42<br />
Union Economique et Financière 3.64 4.52<br />
company's share capital and 5.08% of its voting rights.<br />
• 4 July <strong>2008</strong>, Bestinver Gestion SA, SGIIC (CL Juan de<br />
Mena, 8, 28014 Madrid, Spain), acting on behalf of<br />
various investment funds which it manages, declared<br />
that on 27 June <strong>2008</strong>, following the acquisition of STEF-<br />
TFE shares on the market, it had reached the threshold<br />
of 5% of voting rights in STEF-TFE, and now held,
THE GROUP<br />
THE BOARD OF DIRECTORS<br />
on behalf of the said investment funds, 746,832 STEF-<br />
TFE shares representing 1,089,026 voting rights, i.e.<br />
8.01% of the company's share capital and 5.06% of its<br />
voting rights.<br />
• On 2 and 4 September <strong>2008</strong>, BNP Paribas Asset<br />
Management, acting on behalf of the STEF-TFE employment<br />
fund which it manages, declared, for reasons of<br />
regularisation, that on 8 July <strong>2008</strong>, following the<br />
acquisition of STEF-TFE shares on the market, it had<br />
reached the threshold of 15% of voting rights in STEF-TFE,<br />
and now held, on behalf of the said employment fund,<br />
2,052,571 STEF-TFE shares representing 3,609,847<br />
voting rights, i.e. 15.09% of the company's share capital<br />
and 16.78% of its voting rights.<br />
ACQUISITION BY THE COMPANY OF ITS OWN SHARES<br />
<strong>2008</strong> Share buyback programme<br />
In <strong>2008</strong> there were two successive share buyback<br />
programmes:<br />
• the buyback programme voted by the Shareholders'<br />
General Meeting of 22 May 2007. Within this programme,<br />
611 661 shares were bought, of which 110,000 were<br />
cancelled. At the date of the General Meeting of 14 May<br />
<strong>2008</strong>, the company held 501,661 STEF-TFE shares,<br />
acquired as part of the share buyback programme, for<br />
an average weighted cost of €43.35, for a total outlay of<br />
€21.7 million.<br />
• the buyback programme voted by the Shareholders'<br />
General Meeting of 14 May <strong>2008</strong>, under the terms of<br />
the 14th resolution. A description of this programme<br />
was prepared, describing its main features, its objectives<br />
and the rules for its application, in accordance with<br />
Articles 241-1 to 241-6 of the AMF's General Regulations.<br />
The maximum purchase price was fixed at €65, equivalent<br />
to an upper limit for the buyback programme of<br />
€44,211,934, and the maximum amount of the stock<br />
to be bought at 5%, excluding treasury shares held<br />
ANNUAL REPORT <strong>2008</strong><br />
• On 4 and 8 September <strong>2008</strong>, BNP Paribas Asset<br />
Management, acting on behalf of the STEF-TFE France<br />
employment fund which it manages, declared that on<br />
4 September <strong>2008</strong> the STEF-TFE France employment<br />
fund and STEF-TFE's shareholding officers together held<br />
6,492,088 STEF-TFE shares representing 12,477,684<br />
voting rights, i.e. 47.72% of the company's share capital<br />
and 58.02% of its voting rights.<br />
At 31 December <strong>2008</strong>, the management structures and<br />
the STEF-TFE employment fund, acting in concert,<br />
together held 6,513,645 STEF-TFE shares representing<br />
12,496,841 voting rights, i.e. 48.19% of the company's<br />
share capital and 57.46% of its voting rights. ●<br />
on the date of the previous share buyback programme<br />
(501,661 shares on the date Board meeting of 26 March<br />
<strong>2008</strong>).<br />
The programme will last for 18 months as from the<br />
date of the Shareholders' General Meeting, i.e. until 14<br />
November 2009.<br />
The state of the programme in progress at 31 December<br />
<strong>2008</strong> is as follows:<br />
From 14 May to 10 December <strong>2008</strong>, 100,967 STEF-TFE<br />
shares were acquired for an average gross sum of<br />
€35.30 per share. These shares were cancelled by the<br />
Board meeting of 10 December <strong>2008</strong>. Between this date<br />
and the closing of the accounts, 4,926 shares were<br />
acquired for an average gross sum of €30.35 per share.<br />
Between the closing of the accounts and the Board<br />
meeting of 26 May 2009, 10,942 options were exercised,<br />
bringing the number of treasury shares allocated to cover<br />
the needs of the share option programme to 91,592<br />
STEF-TFE shares.<br />
Lastly, at the date of the Board meeting of 28 March<br />
2009, the company held 19,162 STEF-TFE shares,<br />
acquired as part of the share buyback programme, for<br />
39
40<br />
ANNUAL REPORT <strong>2008</strong><br />
THE BOARD OF DIRECTORS<br />
an average weighted cost of €30.21, for a total outlay of<br />
€0.6 million.<br />
The shareholders will be asked to renew the programme<br />
for specific purposes at their next meeting, by fixing the<br />
maximum purchase price at €55, equivalent to an upper<br />
limit for the buyback programme of €41,707,105, and a<br />
maximum amount of 10% of the stock to buy (including<br />
treasury shares held by the Company), i.e. 1,351,564<br />
shares at 31 December <strong>2008</strong>.<br />
LIQUIDITY CONTRACT<br />
Aliquidity contract of one year, renewable by tacit<br />
extension, for an initial amount of €500,000 was<br />
signed on 1st June 2006 on the Euronext Paris market<br />
with Gilbert Dupont stockbrokers.<br />
It complies with the Charter of Ethics established by the<br />
French Association of Investment Companies (AFEI) and<br />
approved by an AMF decision taken on 22 March 2005.<br />
DELEGATION OF COMPETENCE FOR INCREASE IN CAPITAL<br />
The General Meeting of 14 May <strong>2008</strong> delegated its<br />
competence to the Board of Directors to proceed<br />
with an issue of ordinary shares and/or short-term<br />
Delegation<br />
characteristics<br />
Maximum nominal<br />
amount authorised<br />
BOND ISSUE<br />
Under the terms of the aforementioned delegation,<br />
STEF-TFE proceeded on 21 July <strong>2008</strong> with the issue<br />
of a loan of 99,999,848 euros, represented by 452,488<br />
bonds with warrants for subscribing or buying redeemable<br />
stock ("OBSAAR"s) of a par value of €221 each.<br />
Each bond includes two warrants to subscribe and/or<br />
Amount used at<br />
31/12/<strong>2008</strong><br />
In order to allow the Board if Directors to implement<br />
the objectives of the aforementioned share buyback<br />
programme, we will recommend the General Meeting to<br />
authorise the Board of Directors to cancel all or part of<br />
the shares bought by the Company, up to a limit of<br />
10% of the Company's share capital per period of<br />
twenty-four months, and to reduce the share capital<br />
proportionately. ●<br />
At 31 December <strong>2008</strong> the number of treasury shares<br />
held under the terms of the liquidity contract came to<br />
30,656, including the 5,803 shares held at 31 December<br />
2007.<br />
Lastly, on the date of the Board meeting of 26 March, the<br />
Company held 34,868 STEF-TFE shares acquired under<br />
the terms of the liquidity contract. ●<br />
investment securities giving access to capital and / or<br />
to the allocation of debt securities with maintained<br />
preferential subscription rights. ●<br />
Balance<br />
Expiry of<br />
Delegation<br />
Increase in capital 1,500,000 904,976 595,024 13 july 2010<br />
Debt securities likely 150,000,000 99,999,848 50,000,152 13 july 2010<br />
to be issued<br />
acquire redeemable shares (BSAAR), with the maximum<br />
number of shares likely to be issued following this decision,<br />
as a result of the BSAAR being exercised, being<br />
904,976. It should be stipulated that 501,661 treasury<br />
shares have been allocated to cover subscriptions or<br />
acquisitions resulting from this OBSAAR issue. ●
THE GROUP<br />
THE BOARD OF DIRECTORS<br />
COMPOSITION OF THE BOARD OF DIRECTORS<br />
The composition of the Board of Directors did not<br />
change during <strong>2008</strong>.<br />
The General Meeting of 14 May <strong>2008</strong> ratified the coopting<br />
as Directors, by the Board of Directors, of<br />
Atlantique Participations, represented by François de<br />
Cosnac, and by Emmanuel Hau.<br />
The terms of office as Directors of Bernard Jolivet,<br />
Dominique Nouvellet, Xavier du Terrail and Atlantique<br />
Participations were renewed for a period of six years,<br />
i.e. up to the General Meeting which will deliberate, in<br />
2014, on the accounts for 2013.<br />
Mr. Jolivet's functions as Vice Chairman and Chief<br />
Executive Officer were also renewed for the duration of<br />
his term of office as a Director. The Company's Board<br />
of Directors delegated to him general powers as defined<br />
in Article L.225.56 of the French Commercial Code.<br />
Mr. Nadiras, member of the Supervisory Board of the<br />
Company's investment fund and representative of the<br />
employee-shareholders, is a Director of STEF-TFE, and<br />
the Company therefore meets the requirements of Article<br />
L. 225-23 of the French Commercial Code. As Mr. Nadiras<br />
is retiring, the Shareholders' General Meeting is required<br />
to appoint a Director representing the employeeshareholders,<br />
chosen from the members of the Supervisory<br />
Board of the Company's investment fund.<br />
OFFICES AND FUNCTIONS HELD BY DIRECTORS<br />
In <strong>2008</strong>, Francis Lemor, Chairman and Managing<br />
Director, and Director since 1983, held the following<br />
offices and functions:<br />
• Director of CMN,<br />
• Director of <strong>SDF</strong> Iberica,<br />
• Member of the Supervisory Board of Cryolog is<br />
Développement,<br />
• Permanent representative of STEF-TFE on the Board<br />
of Atlantique Développement.<br />
ANNUAL REPORT <strong>2008</strong><br />
All these companies are part of the STEF-TFE Group.<br />
Mr Lemor is also a Director of UEF, of Société Immobilière<br />
du Palais des Congrès (SIPAC) and of Comexposium.<br />
In <strong>2008</strong>, Bernard Jolivet, Vice-Chairman and Chief<br />
Executive Officer, and Director since 1996, held the<br />
following offices and functions:<br />
• Chairman of STEF-TFE Transport,<br />
• Director of <strong>SDF</strong> Iberica, TFE Benelux, of Cavalieri<br />
Trasporti Spa and Cavalieri Fin Srl,<br />
• Director of TFE International Limited,<br />
• Chairman of Atlantique SA,<br />
• Permanent representative of STEF-TFE on the boards of<br />
Stim d’Orbigny and EFL,<br />
• Permanent representative of Immostef on the board<br />
of Atlantique Développement,<br />
• Member of the Supervisory Board of Cryolog is<br />
Développement.<br />
Permanent representative of STEF-TFE Transport on the<br />
board of Tradimar Sète and Transcosatal Finances.<br />
In <strong>2008</strong>, Jean-Charles Fromage, Chief Executive Officer<br />
and Director since 2005, held the following offices<br />
and functions:<br />
• Deputy Managing Director of STEF-TFE Transport,<br />
• Chairman of <strong>SDF</strong> Iberica and Vice-President of TFE<br />
Benelux,<br />
• Director of Cavalieri Trasporti Spa and Director of<br />
Cavalieri Fin Srl,<br />
• Director of Chais de la Transat, of Transcosatal Finances,<br />
of TFE DA S.p.a (Italy) and of TFE International Limited<br />
(UK),<br />
• Permanent representative of STEF-TFE Transport on the<br />
board of Froidcombi and Transports Frigorifiques<br />
SPADIS.<br />
The functions and offices of the members of the Board<br />
of Directors, other than Messrs Lemor, Jolivet and<br />
Fromage, are, for non-STEF-TFE functions, as follows:<br />
41
42<br />
ANNUAL REPORT <strong>2008</strong><br />
THE BOARD OF DIRECTORS<br />
Gilles Bouthillier, Director,<br />
Director since 1997.<br />
Chairman, Worms Management Services. Director of<br />
Worms Services Maritimes and Héli-Union, Senior Advisor<br />
of Financière de Courcelles (SA).<br />
Henri Bouvatier, Director,<br />
Director since 1989.<br />
Managing Partner of Arjil SAS, Managing Partner of<br />
Hyperion H. Director and Vice-President of SPFA.<br />
Alain Bréau, Director,<br />
Director since 2004.<br />
Chairman of Mory (SAS), Financière Mory (SAS), Flow<br />
One, Management Team, Mory Inter, Mory Logidis, Mory<br />
Logidis Nord-Picardie, LDI Groupe, Mory Team (SAS),<br />
Sophial and Vanderhoeft and France Valeur (SAS),<br />
Chairman of the Board of Directors of Europa SCA<br />
Express; Director of Mory Tunisie. Permanent representative<br />
of Sophial on the board of Est Valeurs, and of<br />
Financière Mory on the board of Virolle Tenoux Transports.<br />
Manager of SCI du 4, rue du Hoguet.<br />
Robert de Lambilly, Director,<br />
Director since 2007.<br />
Chairman and Managing Director of STIM d'Orbigny,<br />
Chairman and Managing Director of CMN, Director of<br />
CMP and SAFACIL. Member of the Supervisory Board of<br />
Seafrance. STIM d’Orbigny is Manager of FIM and<br />
Chairman of Sata Minfos. CMN is Chairman of Armement<br />
Maritime Cyrnos.<br />
Eric Giuily, Director,<br />
Director since 1992.<br />
Manager of Publicis Consultants/ France SARL, Corporate<br />
Factory SARL and Clai SARL; Chairman of Association<br />
French Lines, Publicis Consultants/ Rowland SARL (Italy)<br />
and Publicis Consultants/UK Ltd (United Kingdom);<br />
member of the board of Publicis Consultants/Van Sluis<br />
BV (Netherlands) and of Publicis Consultants Brussels<br />
SA (Belgium). Director of Solange Stricker/Finincom.<br />
Christian Guilbert, Director,<br />
Director since 1996.<br />
Manager of SARL I.T.S., Saint-Germain Participations, SCI<br />
SN République, SNC FFSG, SNC ITS Cie, SCI Etud Cour,<br />
SCI SN de Gaulle, SCI Paris Poissonniers and EURL<br />
Lowendal Participations; Chairman and Managing Director<br />
of SA Genesis Partners, Chairman of the Supervisory<br />
Board of SAS Demeter; Director of CIEH and SGF.<br />
Emmanuel Hau, Director,<br />
Director since 2007.<br />
Previously permanent representative of Compagnie<br />
Financière Saint Honoré on the board of directors of<br />
STEF-TFE.<br />
Chairman of the Supervisory Board of Autogrill Restauration<br />
Services and IGF Industrie Arbel Fauvet Rail,<br />
Director of Sterling Strategic Limited and Aedian SA,<br />
Member of the Supervisory Board of Marc OriAn, nonvoting<br />
Director of Powéo, Member of the Strategic<br />
Committee of France Trésor.<br />
André Nadiras, Director,<br />
Director since 2002.<br />
Member of the Supervisory Board of the FCP (investment<br />
fund) for STEF-TFE employees (until December <strong>2008</strong>).<br />
Permanent representative of STEF-TFE on the Board of<br />
Immostef. Member of the Supervisory Board of Financière<br />
de l'Ombrée. Permanent representative of STEF-TFE on<br />
the board of Immostef. Director of the Institut Supérieur<br />
d’Agriculture de la région Rhône-Alpes (ISARA). Manager<br />
of SCI Orion.<br />
Dominique Nouvellet, Director,<br />
Director since 2003.<br />
Chairman and Managing Director of Sigefi SAS, Sigefi<br />
Ventures Gestion SA, Sigefi Nord Gestion SAS, Chairman<br />
of Sigebe SAS, Sigefi Ventures Partners SAS, Sigefi<br />
Partners SAS, Chairman of the Board of Directors of<br />
Sigera, permanent representative of Sigefi on the board<br />
of Sud Partners SA and Rhône Alpes PME Gestion;
THE GROUP<br />
THE BOARD OF DIRECTORS<br />
Chairman of the Supervisory Board of SES Iberica Private<br />
Equity; Chairman of the Board of Directors of Sigefi Italia<br />
Private Equity Spa; Director of Indépendance & Expansion,<br />
ANSA, Tuninvest Finance Group (Tunisia), Morocco Capital<br />
Invest and the Ecole Catholique des Arts et Métiers.<br />
Xavier Ogier du Terrail, Director,<br />
Director since 2001.<br />
Managing Director of Montpensier Finance. Director<br />
of Neville Gestion.<br />
AGF Vie, Director, represented by Pier Riches,<br />
Director since 1997.<br />
Director of: AGF Actio France Sicav, AGF Actions Sicav,<br />
AGF Boieldieu, AGF Foncier Sicav, AGF Richelieu, AGF<br />
Valeurs durables Sicav, AGFIMO Sicav, Assurances<br />
Médicales SA, Athena, Calypso, Camat, Cie de Gestion et<br />
de Prévoyance, Cofitem Cofimur, Gaipare Diffusion,<br />
Génération Vie, Phenix Sécurité Sicav, Sémaphore Sicav,<br />
Société Financière de la Tour Boieldieu, Sibi, Spaceco,<br />
SPPICAVALOR OPCI.<br />
Member of the Supervisory Board of AGF Pierre Actif 2<br />
SCPI, AGF Pierre Locatif (SCPI in liquidation), SCPI Distri<br />
Pierre 1, SCPI Domivalor, SCPI Domivalor 2, SCPI<br />
Domivalor 3, SCPI Logivalor 6, SCPI AGF Pierre Valor.<br />
Chairman of the Supervisory Board of AGF Pierre SCPI<br />
and AGF Pierre ACTIF SCPI.<br />
Pier Riches is Chairman of the Board of Directors<br />
of GIE Allianz Investment Management Paris, Vice<br />
Chairman of the Supervisory Board of AGF Private Equity<br />
(SA) until 28.05.<strong>2008</strong>, member of the Supervisory Board<br />
of AGF Private Equity (SA) since 23.12.<strong>2008</strong>, member of<br />
the Supervisory Board of Oddo et Cie SCA, Director of<br />
AGF Holding, Chairman of the Board of Directors of<br />
Sociéta Agricola San Felice (based in Italy), permanent<br />
representative of AGF Holding on the Board of Directors<br />
of Allianz Banque (since 28.11.<strong>2008</strong>) and Génération<br />
Vie (since 14.04.<strong>2008</strong>), permanent representative of<br />
AGF IART on the Board of Directors of AGF Boieldieu<br />
ANNUAL REPORT <strong>2008</strong><br />
until 28.11.<strong>2008</strong>, permanent representative of AGF SA on<br />
the Board of Directors of Sequana Capital, Deputy<br />
Managing Director in charge of investment at AGF, AIM SE<br />
and Allianz Alternative Asset.<br />
Atlantique Participations, Director, represented by<br />
François de Cosnac,<br />
Director since 1998.<br />
Director of Immostef, Chairman of UEF, Chairman of the<br />
Board of Directors of Gerignac SA, member of the<br />
Management Board of SOMERVI, Manager of FDC Conseil<br />
Patrimoine, member of the Supervisory Board of Auris<br />
Gestion Privée.<br />
An examination of the Directors' situations shows<br />
that three Directors may be considered independent<br />
according to the criteria defined in the Bouton Report.<br />
Seven Directors’ terms of office will expire following<br />
t h e G e n e r a l M e e t i n g d e l i b e r a t i n g o n t h e 20 0 8<br />
accounts: Jean-Charles Fromage, André Nadiras, Gilles<br />
Bouthillier, Eric Giuily, Christian Guilbert, Emmanuel<br />
Hau and AGF Vie.<br />
We recommend the Meeting to appoint a Director<br />
representing the employee-shareholders, in accordance<br />
with Article L.225-23 of the French Commercial Code. ●<br />
43
44<br />
ANNUAL REPORT <strong>2008</strong><br />
THE BOARD OF DIRECTORS<br />
COMPENSATION OF CORPORATE OFFICERS<br />
The members of the Board of Directors receive<br />
Directors' fees set at €60,000 overall by the Ordinary<br />
and Exceptional General Meeting of Shareholders held on<br />
14 May <strong>2008</strong>. We recommend the Meeting to maintain<br />
the overall total of Directors' fees at this amount.<br />
The compensation of the Chairman and Managing<br />
Director and of the Deputy Managing Directors is set by<br />
a special committee made up of Messrs Bouthillier,<br />
In accordance with the provisions of Article L225-102-1,<br />
paragraph 3 of the French Commercial Code, it is specified that<br />
the employment contracts of Messrs Jolivet and Fromage<br />
contain specific clauses that fall within the scope of regulated<br />
and previously concluded agreements.<br />
Both Mr Jolivet and Mr Fromage, in the event of dismissal,<br />
will benefit from an indemnity equal to 18 months of salary,<br />
which includes the indemnity stipulated by the collective<br />
bargaining agreement. They also have non-competition clauses,<br />
for which the compensation is equal to 50% of their gross<br />
remuneration over three years. In addition, they have been<br />
granted a change of control clause, whereby, in the event of<br />
a change in shareholding, they would benefit from a dismissal<br />
and therefore from the implementation of the measures<br />
described above. Mr. Jolivet would receive 12 months’ notice<br />
Bouvatier and Riches, Directors, and is determined each<br />
year on the basis of the Group’s overall performance<br />
and objective elements of comparison.<br />
Mr Nadiras, the Group’s Director of Purchasing and<br />
Technical Resources, is compensated under his employment<br />
agreement.<br />
The compensation, net of social security contributions,<br />
paid to the Corporate Officers in the last two years was<br />
as follows:<br />
Directors' fees Fixed compensation Variable compensation Benefits in kind<br />
in euros<br />
Directors and Corporate Officers<br />
2007 <strong>2008</strong> 2007 <strong>2008</strong> 2007 <strong>2008</strong> 2007 <strong>2008</strong><br />
Francis Lemor - Chairman & Managing Director 3,860 6,548 220,320 221,340 132,600 143,580 3,860 3,860<br />
Bernard Jolivet - Vice Chairman, Chief Executive Officer 3,860 5,048 193,735 195,800 109,340 119,221 3,750 3,750<br />
Jean-Charles Fromage - Chief Executive Officer<br />
Directors<br />
3,860 21,368 160,983 167,550 86,140 100,000 5,693 3,985<br />
Gilles Bouthillier 3,860 4,214<br />
Henri Bouvatier 2,292 4,048<br />
Alain Breau 1,350 714<br />
Xavier du Terrail 3,860 5,048<br />
Eric Giuily 1,292 833<br />
Christian Guilbert 2,860 5,048<br />
Robert de Lambilly 2,350 6,928 77,616 79,294 98,840 115,194 - -<br />
Dominique Nouvellet 2,860 3,214<br />
André Nadiras 3,860 5,048 91,752 105,043 35,247 35,247 2 212 2,112<br />
Emmanuel Hau - 4,214<br />
AGF Vie represented by Pier Riches 600 3,381<br />
Atlantique Participations represented by François de Cosnac 3,860 5,048<br />
in the event of dismissal, whereas Mr. Lemor's contract does<br />
not have any clause relative to the provisions of this Article.<br />
The provisions of these clauses were approved by the<br />
Shareholders' General Meeting of 14 May <strong>2008</strong>, and were<br />
made public under the requirements relative to regulated<br />
information.<br />
As required by law, the engagements towards Messrs Jolivet<br />
and Fromage were assessed against performance criteria,<br />
namely an improvement of at least 3% in consolidated<br />
revenue and operating result.<br />
We recommend that the General Meeting reiterates, on these<br />
same principles and for the forthcoming years, its approval<br />
of the engagements regarding compensation,<br />
indemnities and benefits to be paid by the Company<br />
to Messrs Jolivet and Fromage.
THE GROUP<br />
THE BOARD OF DIRECTORS<br />
CORPORATE OFFICERS' INTERESTS IN THE COMPANY'S<br />
CAPITAL: - OPTIONS PLAN<br />
Firstly, we should remind you that the General Meeting<br />
decided, on 21 December 2005, to divide by four the<br />
par value of STEF-TFE shares and, in parallel, to multiply the<br />
number of shares by four.<br />
The General Meeting held on 28 May 1998 authorised the<br />
creation of a stock option plan (Plan 1) restricted to 3.75%<br />
of the share capital, i.e. 124,300 shares (or 497,000 shares<br />
after multiplication of the number of shares by four).<br />
• On 15 December 1998, 50,000 stock options were<br />
granted to 30 beneficiaries, all senior executives of the<br />
Group. The exercise price was set at €39.33 (€9.83 after<br />
division of the par value).<br />
• On 15 December 1999, the Board of Directors granted<br />
49,997 stock options to 33 senior executives of the Group.<br />
The exercise price was set at €44.97 (€11.24 after division<br />
of the par value).<br />
On 13 December 2000, the Board of Directors granted<br />
28,587 stock options (24,303 non-allocated plus 4,284<br />
made available by the departure of two beneficiaries) to<br />
35 senior executives of the Group. The exercise price was<br />
set at €39.03 (€9.76 after division of the par value).<br />
No options remain to be allocated under Plan 1.<br />
The General Meeting held on 13 June 2001 authorised the<br />
setting up of a stock option plan (Plan 2) for up to 1.5% of<br />
the company's current share capital, i.e. a maximum of<br />
ANNUAL REPORT <strong>2008</strong><br />
49,723 shares (or 197,092 shares after multiplication of the<br />
number of shares by four).<br />
On 12 December 2001, the Board of Directors granted<br />
36,086 stock options to 36 senior executives of the Group at<br />
an acquisition price of €54.90 (€13.73 after division of the<br />
par value.<br />
On 10 December 2003, the Board of Directors granted<br />
13,637 stock options to 21 senior executives of the Group at<br />
an acquisition price of €65.11 (€16.28 after division of the<br />
par value). Given that 382 stock options were granted in<br />
2001 to a beneficiary who has since lost the right to exercise<br />
them, the number of stock options exercisable under this<br />
scheme, at 31 December 2003, was 49,341.<br />
No options remain to be allocated under Plan 2.<br />
Given the options exercised during <strong>2008</strong>, the situation at 1st<br />
January 2009 regarding options which can still be exercised<br />
is as follows:<br />
• Plan 1: all stock subscription options have been exercised.<br />
• Plan2: > Tranche 1: 43,018 stock purchase options at an<br />
acquisition price of €13.73.<br />
> Tranche 2: 52,488 stock purchase options at an acquisition<br />
price of €16.28.<br />
The shares corresponding to the exercise of Plan 2 stock<br />
purchase options will be taken from treasury shares held<br />
by the Company.<br />
The table below shows the situation after the division of<br />
the par value and the adaptation of the exercise prices:<br />
Plan 1 / Tranche 1 Plan 1 / Tranche 2 Plan 1 / Tranche 3 Plan 2 / Tranche 1 Plan 2 / Tranche 2<br />
Date of General Meeting 28/05/1998 28/05/1998 28/05/1998 13/06/2001 13/06/2001<br />
Date of Board Meeting 15/12/1998 15/12/1999 13/12/2000 12/12/2001 10/12/2003<br />
Number of options granted 200,000 199,988 114,348 144,344 54,548<br />
Number of beneficiaries 30 33 35 36 21<br />
- of which Executive Committee 99,708 92,052 51,576 60,316 3,088<br />
- of which Corporate Officers 36,668 36,364 19,092 22,900 0<br />
• Francis Lemor 12,600 12,500 6,356 7,636 0<br />
• Bernard Jolivet 12,608 12,500 6,368 7,632 0<br />
• Jean-Charles Fromage 11,460 11,364 6,368 7,632 0<br />
André Nadiras 9,168 7,956 4,460 4,584 0<br />
Robert de Lambilly 5,732 0 0 0 0<br />
Initial exercise date 15/12/2003 15/12/2004 13/12/2005 12/12/2006 10/12/<strong>2008</strong><br />
Final exercise date 15/12/2006 15/12/2007 13/12/<strong>2008</strong> 12/12/2009 10/12/2011<br />
Subscription price 9.83€ 11.24€ 9.76€ 13.73€ 16.28€<br />
Options exercised at 31.12.08 189,684 193,168 111,796 96,362 -<br />
Options cancelled 10,316 6,820 2,552 4,964 2,060<br />
Options 0 0 0 43,018 52,488<br />
Charges relating to the stock options thereby allocated came to 45,000 euros in the consolidated financial statements.<br />
45
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ANNUAL REPORT <strong>2008</strong><br />
THE BOARD OF DIRECTORS<br />
SALE OF SHAR ES BY DI R ECTORS AN D OPTIONS<br />
EXERCISED<br />
In accordance with the provisions of Article L.621-18-<br />
2 of the French Monetary and Financial Code, it is<br />
specified that in April <strong>2008</strong>, Mr Jolivet exercised 7,632<br />
shares stock options in the first tranche of Plan 2.<br />
SHARE PRICE<br />
Between 2 January <strong>2008</strong> and 31 December <strong>2008</strong>, the<br />
share price varied between a minimum of €27.59<br />
and a maximum of €52.38.<br />
Over the same period, the average volume of shares<br />
traded daily was 6,018. The average price for the year<br />
was €40.805, a rise of 21.06% compared to the average<br />
price for 2007.<br />
STATUTORY MODIFICATIONS<br />
The French law on the modernisation of the economy<br />
dated 4 August <strong>2008</strong> removed the obligation for<br />
Directors to hold so-called "guarantee shares" in a<br />
company, unless specifically stated in the articles of<br />
association. We therefore recommend removing Article 11<br />
"Board of Directors" paragraph 2: "Every Director must be<br />
a shareholder and own one share. This provision does not<br />
apply to the shareholder-employee designated as Director<br />
in this capacity".<br />
Moreover, in order to meet the legal requirements<br />
according to which the conditions under which a shareholder-employee<br />
candidate may be designated for a<br />
place as Director are defined in the articles of association,<br />
we recommend adding a new paragraph 2 to<br />
Article 11, stipulating the conditions in which a shareholder-employee<br />
candidate may be designated for a<br />
place as Director.<br />
These conditions may be summarised as follows: the<br />
candidate is designated by the Supervisory Board of the<br />
Company's investment fund when the right to vote<br />
attached to the shares held by the employees is exercised<br />
by the candidate, or among the employees, by<br />
consultation, when the right to vote is directly exercised<br />
by the latter.<br />
The minutes of the Supervisory Board and/ or electoral<br />
commission's decision are then conveyed to the Board<br />
of Directors which submits to the Shareholders' General<br />
Meeting the names of the candidate(s) obtaining the<br />
greatest number of votes.<br />
A cooptation principle is included in order to cover any<br />
absence caused by the designated Director being unable<br />
to hold his or her office until the end of its term.<br />
SHAREHOLDINGS ACQUIRED DURING THE FINANCIAL<br />
<strong>YEAR</strong><br />
Incorporation of companies<br />
During the year, the Group incorporated:<br />
• one maritime subsidiary: SNC Navale STEF-TFE, in order<br />
to build and then operate a new vessel.<br />
• three real estate companies: SNC Gap Plan de Lardier,<br />
SNC Reims La Pompelle and Immostef New Torrejon (a<br />
subsidiary of <strong>SDF</strong> Iberica).<br />
• seven subsidiaries within its seafood business: Tradimar<br />
Arras, Tradimar Metz, Tradimar Nantes, Tradimar Niort,<br />
Tradimar Rennes, Tradimar Rungis and Tradimar<br />
Logistica del Mar (a subsidiary of <strong>SDF</strong> Iberica).<br />
• one subsidiary within the Cavalieri structure: SLF Sicilia.<br />
Internal restructuring in France and Europe<br />
• Universal transfer of assets from Méledo Bretagne to<br />
TFE Vannes and from Transports frigorifiques du Maine<br />
to TFE Le Mans.<br />
• Absorption of <strong>SDF</strong> Galicia and <strong>SDF</strong> Pais Vasco by <strong>SDF</strong><br />
Iberica.<br />
Shareholdings acquired<br />
• Acquisition of the remaining shares in the Italian<br />
transportation group Cavalieri (increase in shareholding<br />
from 90% to 100%).<br />
• Acquisition of a 49% share, through an increase in<br />
capital, in Stefover Tunisie, via the Stefover company. ●
THE GROUP<br />
OUTLOOK FOR 2009<br />
2009 started much as <strong>2008</strong> had finished, with volumes<br />
handled falling in all activities and in practically all<br />
countries. In a difficult economic context, the various<br />
operators waged a fierce battle to maintain market share,<br />
or quite simply to survive. One must therefore expect a<br />
difficult first half and disrupted business for as long as the<br />
economic crisis lasts and the conditions for a return to<br />
healthy competition are not fulfilled.<br />
In early 2009, the Group acquired a building adjacent to its<br />
head office, with a view to expanding the latter. It also<br />
acquired a majority stake in a company which operates a<br />
logistics platform in Belgium.<br />
ANNUAL REPORT <strong>2008</strong><br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
<strong>YEAR</strong><br />
<strong>2008</strong><br />
Consolidated balance sheet and income statement<br />
Variation of consolidated shareholders’ equity<br />
Table of cashflows<br />
Notes to the consolidated financial statements<br />
Statutory Auditors' report<br />
Chairman's Report on Internal Control<br />
48<br />
50<br />
51<br />
53<br />
88<br />
90<br />
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48<br />
ANNUAL REPORT <strong>2008</strong><br />
Consolidated financial statements<br />
At 31 December<br />
CONSOLIDATED INCOME STATEMENT<br />
(€ thousand) <strong>2008</strong> Financial Year 2007 Financial Year<br />
Revenues (note 4.1) 2,081,369 1,931,815<br />
Consumption from third parties (note 4.2) (1,258,554) (1,156,014)<br />
Taxes, levies, and similar payments (42,726) (44,779)<br />
Payroll charges (note 4.3) (621,133) (580,803)<br />
Depreciation (73,347) (67,481)<br />
Net depreciation (reversals) and provisions (note 4.4) (4,080) 1,028<br />
Other operating income and expenses (note 4.5) 3,895 (598)<br />
Operational income (note 4.1) 85,424 83 ,168<br />
Financial expenses (note 4.6) (21,019) (15,878)<br />
Financial income (note 4.6) 618 299<br />
Financial income/(expenses) (20,401) (15,579)<br />
Pretax profit 65 ,023 67,589<br />
Tax (note 4.7) (19,833) (18,197)<br />
Share of net income from companies consolidated using equity method (note 4.13) 379 (391)<br />
Income 45,569 49,001<br />
* share attributable to STEF-TFE shareholders 40,488 44,429<br />
* share attributable to minority shareholders 5,081 4,572<br />
EBITDA : (note 4.8) 162 ,851 156 ,285<br />
Income per share: (in euros) (in euros)<br />
- Non-diluted (note 4.19) 3.07 3.30<br />
- Diluted (note 4.19) 3.06 3.26
Consolidated financial statements<br />
At 31 December<br />
CONSOLIDATED BALANCE SHEET<br />
ASSETS (€ thousand)<br />
Non-current assets<br />
31/12/<strong>2008</strong> 31/12/2007<br />
Consolidated goodwill (note 4.9) 110,874 108,162<br />
Other intangible fixed assets (note 4.10) 11,546 12,175<br />
Tangible fixed assets (note 4.11) 636,830 595,684<br />
Non-current financial assets (note 4.12) 13,676 12,224<br />
Holdings consolidated using the equity method (note 4.13) 7,780 7,391<br />
Deferred tax assets (note 4.14) 6,489 5,578<br />
Total non-current assets 787,195 741,214<br />
Current assets<br />
Inventories and goods in process (note 4.15) 18,845 16,838<br />
Trade receivable (note 4.16) 381,123 344,192<br />
Others receivables and current financial assets 116,140 114,482<br />
Cash and cash equivalents (a) (note 4.17) 44,183 69,059<br />
Non-current assets held with a view to being sold (note 4.11) 13,230 13,573<br />
Total current assets 573,521 558,144<br />
Total assets 1,360,716 1,299,358<br />
LIABILITIES<br />
Shareholders' equity<br />
Capital (note 4.18) 13,516 13,604<br />
Premium 4,284 7,634<br />
Reserves 245,315 239,014<br />
Equity attributable to STEF-TFE shareholders 263,115 260,252<br />
Minority interests 56,275 50,938<br />
Total shareholders' equity 319,390 311,190<br />
Non-current liabilities<br />
Non-current provisions (note 4.22) 14,074 14,174<br />
Deferred tax liabilities (note 4.14) 40,896 44,322<br />
Non-current financial debts (b) (note 4.20) 303,671 175,086<br />
Total non-current liabilities 358,641 233,58<br />
Current liabilities<br />
Trade payables 264,242 270,132<br />
Current provisions (note 4.22) 15,658 14,611<br />
Other current debt 267,327 257,627<br />
Current tax debts 1,467 6,934<br />
Current financial debts (c) (note 4.20) 130,631 201,922<br />
Liabilities associated with non-current assets held with a view to being sold 3,360 3,360<br />
Total current liabilities 682,685 754,586<br />
Total shareholders' equity and liabilities 1,360,716 1,299,358<br />
Net debt (b) + (c ) - (a) 390,119 307,949<br />
Total shareholders' equity/net debt ratio 1.22 0.99<br />
ANNUAL REPORT <strong>2008</strong><br />
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50<br />
ANNUAL REPORT <strong>2008</strong><br />
Consolidated financial statements<br />
VARIATION IN CONSOLIDATED SHAREHOLDERS’ EQUITY<br />
(€ thousand)<br />
Consolidated Conversion Treasury Fair Total share Minority Total<br />
attributable to<br />
Capital Premium reserves reserves shares value interests shareholders'<br />
STEF-TFE<br />
reserve shareholders<br />
equity<br />
Shareholders' equity at 31 December 2006 13,625 1,433 208,084 (273) (2,090) 58 231,837 47,192 279,029<br />
Conversion differences resulting<br />
from activities outside France (304) (304) (304)<br />
Variation in fair value of<br />
cash flow hedging 152 152 152<br />
Income and expenses recorded directly<br />
under shareholders' equity - - 0 (304) - 152 (152) - (152)<br />
Income for the period 44,429 44,429 4,572 49,001<br />
Total statement of income and<br />
expenses recorded during the period - - 44,429 (304) - 152 44,277 4,572 48,849<br />
Increase in capital 94 907 1,001 1,001<br />
Reduction in capital (115) (5,706) (5,821) (5,821)<br />
Payout of dividends (11,459) (11,459) (231) (11,690)<br />
Payments based on shares 45 45 45<br />
Company mergers 0 341 341<br />
Buyback and sale of treasury shares 372 372 372<br />
Acquisition of minority interests 0 (936) (936)<br />
Shareholders' equity at 31 December 2007 13,604 7,634 241,099 (577) (1,718) 210 260,252 50,938 311,190<br />
Conversion differences resulting<br />
from activities outside France (954) (954) (954)<br />
Revaluation of assets (1) 594 594 594<br />
Variation in fair value of cash flow hedging (815) (815) (815)<br />
Income and expenses recorded<br />
directly under shareholders' equity - - 594 (954) - (815) (1,175) - (1,175)<br />
Income for the period 40,488 40,488 5,081 45,569<br />
Total statement of income and<br />
expenses recorded during the period - - 41,082 (954) - (815) 39,313 5,081 44,394<br />
Increase in capital 13 113 126 126<br />
Reduction in capital (101) (3,463) (3,564) (3,564)<br />
Payout of dividends (12,966) (12,966) (173) (13,139)<br />
Payments based on shares 45 45 45<br />
Equity component of OBSAAR 2,424 2,424 2,424<br />
Buyback and sale of treasury shares (22,496) (22,496) (22,496)<br />
Acquisition of minority interests (19) (19) 429 410<br />
Shareholders' equity at 31 December <strong>2008</strong> 13,516 4,284 271,665 (1,531) (24,214) (605) 263,115 56,275 319,390<br />
(1) Tax rate differential on revaluation reserve.<br />
The amounts appearing in the above table are presented net of tax, where applicable.
Consolidated financial statements<br />
TABLE OF CASHFLOWS<br />
(€ thousand)<br />
ANNUAL REPORT <strong>2008</strong><br />
31/12/<strong>2008</strong> 31/12/2007<br />
Consolidated net income 45,569 49,001<br />
+/- Net depreciation, amortisations and provisions (excepting those linked to working assets) 77,427 80,125<br />
+/- Capital gains or losses on asset disposal (2,158) (2,880)<br />
+/- Share of income from companies consolidated using equity method (379) 391<br />
+/- Variation in fair value of financial instruments 1,470 (716)<br />
+/- Variation in conversion differences (1,530)<br />
+/- AOther calculated income and expenses 233 2,401<br />
+/- Costs of payments based on shares (1,031) 45<br />
- Provision for deferred taxes (6,074) (7,339)<br />
Cashflow (A) 113,527 121,028<br />
+/- Variation in WCR linked to operations (B) (35,903) 20,966<br />
Net cashflow from operations (C) = (A+B) 77,624 141,994<br />
- Outflows linked to acquisitions of intangible fixed assets (7,692) (4,080)<br />
- Outflows linked to acquisitions of tangible fixed assets (117,187) (80,640)<br />
+/- Variation in loans and advances granted (1,521) (1,734)<br />
- Inflows and outflows relating to acquisitions and disposals of subsidiaries, net of cash acquired (*) (1,213) (18,369)<br />
+ Inflows linked to disposals of tangible and intangible fixed assets 12,964 24,795<br />
+ Net dividends received on shareholders' equity instruments 491 115<br />
Net cash flow from investing operations (D) (114,158) (79,913)<br />
+/- Buy-backs and re-sales of treasury shares (22,496) (372)<br />
+ Amounts received from shareholders during increases in capital 126 1,001<br />
- Amounts paid to shareholders during reductions in capital (3,564) (5,821)<br />
- Dividends paid to STEF-TFE shareholders (12,966) (11,459)<br />
- Dividends paid to minority shareholders of affiliated companies (173) (231)<br />
+ Inflows linked to new loans 142,852 22,594<br />
- Loan repayments (including financial leases) (77,384) (52,839)<br />
Net cashflow from financing operations (E) 26,395 (47,127)<br />
Net cash at opening (6,915) (21,869)<br />
Net cash at closing (17,054) (6,915)<br />
= Change in net cash (C+D+E) (10,139) 14,954<br />
Amount of tax paid during the year: (18,012) (19,468)<br />
Net cash at close breaks down as follows: 31/12/<strong>2008</strong> 31/12/2007<br />
Cash and cash equivalents 44,183 69,059<br />
Bank overdrafts and current cash liabilities (61,237) (75,974)<br />
(17,054) (6,915)<br />
(*) 31 /12/ <strong>2008</strong> 31/12/ 2007<br />
Purchase cost of shares in companies acquired 1,213 23,701<br />
Cash acquired 0 (5,332)<br />
Net disbursement 1,213 18,369<br />
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ANNUAL REPORT <strong>2008</strong><br />
CONTENTS 1 Authoritative accounting literature<br />
2 Significant accounting policies<br />
2.1 Consolidation rules and procedures<br />
2.2 Consolidated goodwill<br />
2.3 Other intangible fixed assets<br />
2.4 Tangible fixed assets<br />
2.5 Non-derivative financial assets<br />
2.6 Depreciation of fixed assets<br />
2.7 Inventories<br />
2.8 Non-current assets held with a view to being sold<br />
2.9 Corporate income tax<br />
2.10 Employee benefits<br />
2.11 Non-derivative financial liabilities<br />
2.12 Financial instruments<br />
2.13 Provisions<br />
2.14 Treasury shares<br />
2.15 Payment in shares<br />
2.16 Rental contracts<br />
2.17 Monetary conversion<br />
2.18 Income from operations<br />
2.19 Business unit information<br />
2.20 Presentation options<br />
2.21 New non-applicable standards and interpretations<br />
2.22 Non accounting indicators<br />
3 Scope of consolidation<br />
3.1 List of consolidated companies<br />
3.2 Changes occurring in <strong>2008</strong><br />
3.2.1 Acquisitions, incorporations, disposals<br />
3.2.2 Internal operations<br />
3.3 Changes occurring in 2007<br />
3.3.1 Acquisitions, incorporations, disposals<br />
3.3.2 Internal operations<br />
3.4 Merged companies<br />
3.4.1 <strong>2008</strong> Financial Year<br />
3.4.2 2007 Financial Year (reminder)<br />
4 Information on the financial<br />
4.1 Business unit information<br />
4.1.1 Information by business:<br />
4.1.2 Consolidated information by geographical region statements<br />
4.2 Consumption from third parties<br />
4.3 Payroll charges<br />
4.4 Net depreciation (reversals) and provisions<br />
4.5 Other operating income and expenses<br />
4.6 Financial income and expenses<br />
4.7 Corporate income tax<br />
4.8 EBITDA<br />
4.9 Consolidated goodwill<br />
4.10 Intangible fixed assets<br />
4.11 Tangible fixed assets<br />
4.12 Non-current financial assets<br />
4.13 Companies consolidated by equity method<br />
4.14 Deferred tax assets and liabilities<br />
4.15 Inventories<br />
4.16 Trade receivables<br />
4.17 Cash and cash equivalents<br />
4.18 Shareholders' equity<br />
4.19 Income per share<br />
4.20 Financial debts<br />
4.21 Employee benefits<br />
4.22 Provisions<br />
4.23 Dilutive instruments<br />
4.24 Financial risks<br />
4.25 Presentation of financial instruments by category<br />
4.26 Off balance sheet undertakings<br />
4.27 Ordinary leasing<br />
4.28 Operations with third parties<br />
4.29 Management of capital<br />
4.30 Auditors' fees<br />
4.31 Potential liabilities<br />
4.32 Public service franchise contract<br />
4.33 Events occurring after the end of the financial year<br />
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Notes to the consolidated financial statements<br />
<strong>2008</strong> Financial Year<br />
ANNUAL REPORT <strong>2008</strong><br />
STEF-TFE and its subsidiaries (hereafter known as STEF-TFE or the Group) operate principally in road transportation, temperaturecontrolled<br />
logistics and maritime transportation.<br />
The parent company, STEF-TFE S.A., incorporated under French law, is headquartered at 93 boulevard Haussmann, 75008 Paris, and<br />
shares are listed in compartment B of Euronext Paris.<br />
NOTE 1. ACCOUNTING PRINCIPLES<br />
STEF-TFE’s consolidated financial statements for the year ended 31 December <strong>2008</strong> were prepared using International Financial Reporting<br />
Standards (IFRS) as approved by the European Union and applied as from the year ended 31 December <strong>2008</strong>.<br />
IFRS are available on the European Commission's website at the following address:<br />
htpp://ec.europa.eu/internal_market/accounting/ias_en.htm#adopted-commission.<br />
The consolidated financial statements also comply with the IFRS accounting rules published by the IASB (International Accounting<br />
Standards Board), applied as from the year ended 31 December <strong>2008</strong><br />
The consolidated financial statements have been prepared using the historical cost principle. However, fair value has been used to<br />
evaluate derivative financial instruments and financial assets classified as being available for sale.<br />
The following interpretations and amendments, applicable for the first time in <strong>2008</strong>, did not have any impact on the financial statements:<br />
• Interpretation IFRIC 11 "Group and Treasury Share Transactions";<br />
• Amendments to IFRS 39, “Financial instruments: Recognition and measurement" and IFRS 7 “Financial instruments: Disclosures" about<br />
reclassification of financial assets.<br />
The Group has decided to apply by anticipation, as of 1st January <strong>2008</strong>, the revised IAS 23 "Borrowing costs" which removes the option<br />
applied by the Group until 2007 to book immediately as expenses, those borrowing costs directly attributable to the acquisition, construction<br />
or production of a qualified asset. A qualified asset is an asset which requires a long period of preparation before it can be used or sold. An<br />
entity must therefore record such borrowing costs in the assets, as an element contributing to the cost of the asset. The Group's assets are mainly<br />
made up of refrigerated warehouses, platforms, transportation vehicles and ships. The average construction time for platforms and warehouses<br />
does not generally exceed 12 months. The Group considers that certain specific assets, such as ships acquired new, for which the construction<br />
time significantly exceeds twelve months, are eligible for having their borrowing costs recorded under the revised IAS 23.<br />
Other standards and interpretations adopted by the European Union that will be obligatory in 2009 and beyond were not applied in<br />
advance at 31. December <strong>2008</strong> (Note 2.21).<br />
The preparation of financial statements using IFRS requires the Group's management to take into account estimates and projections to<br />
determine the amounts of some assets, liabilities, income and expenses as well as certain information provided in the Notes. The estimates<br />
and projections used are those that the management considers most pertinent and achievable in light of the Group’s environment and their<br />
previous experience. Because of the uncertain nature of such estimates, the final amounts may differ from those initially projected. To limit<br />
uncertainty, estimates and projections are subject to regular review, and any changes made are immediately reflected in the Group’s accounts.<br />
The use of estimates and projections is of particular significance in the following areas:<br />
• determining the useful lives of fixed assets;<br />
• determining the recoverable value of non-financial assets in the long term (Notes 4.9 and 4.10);<br />
• qualification of rental contracts (Note 2.16);<br />
• evaluation of identifiable assets and liabilities acquired through mergers (Note 3.4);<br />
• recognition of deferred tax assets (Notes 2.9 and 4.14).<br />
The financial statements for <strong>2008</strong> were prepared at a time of economic crisis when it was difficult to foresee how market conditions would<br />
evolve, in the short and medium term, in France and the main European countries in which the Group operates. In this context, a heightened<br />
degree of uncertainty surrounds the hypotheses and projections chosen, especially regarding the recognition of deferred tax assets in the<br />
Spanish and Italian subsidiaries.<br />
53
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ANNUAL REPORT <strong>2008</strong><br />
Notes to the consolidated financial statements<br />
<strong>2008</strong> Financial Year<br />
These financial statements were closed by the Board of Directors during its meeting of 26 March 2009. They will only become definitive<br />
once they have been approved by the Shareholders' General Meeting to be held on 13 May 2009. Unless otherwise stated, the consolidated<br />
financial statements are presented in euros, and rounded off to eh nearest thousand.<br />
NOTE 2. ACCOUNTING PRINCIPLES<br />
The accounting methods presented below were applied consistently to all periods covered by the financial statements.<br />
2.1 CONSOLIDATION RULES AND PROCEDURES<br />
Subsidiaries<br />
The financial statements of the entities controlled by the group are consolidated on the basis of the complete consolidation method. Control<br />
of an entity is deemed to have been acquired when STEF-TFE, either directly or indirectly, is entitled to take operational and financial decisions<br />
for an entity, in such a way as to benefit from its operations. Control is presumed when the Group directly or indirectly holds more than 50%<br />
of an entity’s voting rights. The existence of control is not only assessed on the basis of the Group's voting rights, but also on those that are<br />
likely to be obtained via the exercising of options, if such options are immediately eligible for exercise. The inclusion of an entity's accounts<br />
in consolidation starts at the date control is acquired and ends when control ceases.<br />
Associated companies<br />
The equity method is applied to shares in entities over which the group has notable influence but which it does not control. Notable influence<br />
is presumed when the Group holds, directly or indirectly, at least 20% of the voting rights. The equity method is applied as from the time notable<br />
influence is obtained, and ends when notable influence disappears.<br />
Elimination of intragroup operations and results<br />
Receivables, debts and transactions between subsidiaries are fully eliminated. Internal profits generated by the disposal of assets are also<br />
eliminated, along with internal losses, unless these indicate losses in value.<br />
Internal profits and losses between the Group and its associated companies are eliminated in proportion to the Group’s shareholding in<br />
these companies.<br />
2.2 CONSOLIDATED GOODWILL<br />
Acquisitions of subsidiaries and shareholdings in associated companies are recorded according to the acquisition method.<br />
Consolidated goodwill from acquisitions after 1 January 2004 is equal to the difference that exists at the acquisition date between the<br />
cost of the acquisition and the part acquired in the fair value of the assets, liabilities and any identifiable liabilities. This difference is recorded,<br />
if it is positive, under “consolidated goodwill”. When it is negative, it is immediately recorded in the income statement under “other operating<br />
income and expenses”. Consolidated goodwill relating to holdings in companies whose shares are consolidated according to the equity method<br />
is included in the book value of holdings.<br />
For the switch to IFRS, the Group decided not to restate mergers occurring before 1 January 2004.<br />
For these mergers, consolidated goodwill corresponds to the amounts entered according to the Group’s previous accounting methods.<br />
After this, consolidated goodwill is evaluated at its cost minus total depreciations. It is subject to a yearly depreciation test or the<br />
occurrence of an event indicating a loss in value.<br />
2.3 OTHER INTANGIBLE FIXED ASSETS<br />
Intangible fixed assets other than consolidated goodwill are mainly made up of software that is either designed in-house or acquired. They<br />
appear in the balance sheet at their acquisition or production cost. These costs are depreciated using the straight-line method over their<br />
estimated useful life, which currently does not exceed five years.<br />
The costs of developing new software, either for in-house use or to be marketed, are treated as a fixed asset as from the date when certain
Notes to the consolidated financial statements<br />
<strong>2008</strong> Financial Year<br />
ANNUAL REPORT <strong>2008</strong><br />
conditions are met, in particular when the software is intended to significantly improve operations and when the Group has sufficient technical<br />
and financial resources to complete the development and intends to use or market it.<br />
2.4 TANGIBLE FIXED ASSETS<br />
Tangible fixed assets are mainly made up of refrigerated warehouses, platforms, transportation vehicles, ferries and office furniture. As regards<br />
fixed assets that were re-evaluated prior to 1 January 2004, the date of the change to IFRS, it has been assumed that their re-evaluated<br />
values correspond to their acquisition cost as of said date.<br />
Depreciation allowances are determined using the straight-line method, over the estimated useful life of the tangible fixed assets. The basis<br />
for depreciation is their cost, with the exception of warehouses and platforms built in France, for which the depreciable basis is equal to 90%<br />
of the cost. When certain building components have useful lives that are less than those for the building taken as a whole, the components<br />
are depreciated using their own useful lives. Land is not depreciated. Useful lives are estimated as from the time of delivery as new, with<br />
the exception of the Group headquarters, and are as follows:<br />
• Platforms and warehouses: 25–30 years<br />
• Later extensions: 20 years<br />
• Group headquarters: 40 years as of 1996<br />
• Production equipment and facilities: 10 years<br />
• Fittings and installations: 6–10 years<br />
Costs of loans which are directly attributable to the acquisition, construction and production of a qualified asset are incorporated within<br />
the cost of the asset. Qualified assets are ships acquired new, for which the construction time significantly exceeds twelve months.<br />
The Group owns a building which is neither used in an operational capacity nor held with a view to disposal as defined in IFRS 5. This<br />
asset has not been entered in the accounts as per IAS 40, as its book value and fair value are considered to be insignificant in the context of<br />
the Group's assets as a whole.<br />
2.5 NON-CURRENT FINANCIAL ASSETS<br />
Financial assets include receivables linked to the operations, cash and cash equivalents, equity interests classed as available for disposal,<br />
loans, security deposits held until their maturity. They are initially recorded at their fair value.<br />
Trade receivables and other operating receivables that have short maturity times are listed as assets at their nominal value, which is<br />
very close to the value that would be obtained using the effective interest method. If a debtor defaults, the accounts receivable are depreciated<br />
so that their net amount reflects the forecast cash flows.<br />
Interest-free loans, which are granted to organisations as part of employers' mandatory contribution to the construction drive, are booked<br />
for their discounted amount at the date of payment. The difference compared to the amount paid is booked as an expense at the time of payment.<br />
These loans are later evaluated at their amortised cost and, in accordance with the effective interest method, financial revenues are recorded<br />
during the term of these loans, so that their balance sheet amount is matched to their maturity repayment value.<br />
Unconsolidated equity interests classed as available for disposal are evaluated at their fair value, with later changes in fair value recorded<br />
directly as shareholders’ equity, except for depreciations written into the result. Securities whose fair value cannot be accurately assessed are<br />
valued at cost, minus, if applicable, all later depreciations. These are never reversed.<br />
The cash position equivalents are short-term investments, which are highly liquid and likely to be disposed of rapidly and are only liable<br />
to undergo very slight changes in value, if any. These assets are shown on the balance sheet at their fair value, and any later changes in fair<br />
value are reflected in the income.<br />
2.6 DEPRECIATION OF GOODWILL AND FIXED ASSETS<br />
• Ship equipment: 20 years<br />
• Transportation equipment: 5–9 years<br />
• Office furniture: 7–10 years<br />
• Computer hardware: 3–5 years<br />
IAS 36 requires companies to ensure that the book value of intangible fixed assets (including consolidated goodwill), and tangible fixed<br />
assets, does not exceed their net recoverable amount.<br />
This verification is carried out systematically once a year for consolidated goodwill and intangible assets with an indefinite useful life and<br />
for those in development. This verification is made for other fixed assets when there is a sign of a loss in value.<br />
55
56<br />
ANNUAL REPORT <strong>2008</strong><br />
Notes to the consolidated financial statements<br />
<strong>2008</strong> Financial Year<br />
The recoverable value of a fixed asset is the higher of its going concern value and its fair value, net of disposal costs. The going concern<br />
value of a fixed asset is the discounted value of the future cash flows expected from the use of the fixed asset. Fixed assets that do not<br />
produce sufficiently autonomous cash flows are grouped into cashflow generating units corresponding to the smallest groups of fixed assets<br />
producing autonomous cash flows. Consolidated goodwill is allocated to cashflow generating units that benefit from synergies from mergers<br />
between the corresponding companies.<br />
Future cash flows expected from a fixed asset or cashflow generating unit are calculated using a 5-year business plan and a terminal value<br />
determined by the capitalisation of a normative flow obtained by extrapolating the most recent flow of the explicit horizon of the business plan,<br />
modified by a growth rate specific to the business concerned. The flows obtained are discounted at a determined rate, based on the weighted<br />
average cost of the Group’s capital.<br />
Future cash flows expected from a fixed asset or cashflow generating unit are calculated using a 5-year business plan and a terminal value<br />
determined by the capitalisation of a normative flow obtained by extrapolating the most recent flow of the explicit horizon of the business plan,<br />
modified by a growth rate specific to the business concerned. The flows obtained are discounted at a determined rate, based on the weighted<br />
average cost of the Group’s capital.<br />
2.7 INVENTORIES<br />
The main inventories comprise fuel, spare parts, commercial packaging and consumables. They are valued at the acquisition cost.<br />
Damaged inventory is subject to depreciation, calculated according to their probable realisable value.<br />
2.8 NON-CURRENT ASSETS HELD WITH A VIEW TO DISPOSAL<br />
Non-current assets (or groups of assets and liabilities held with a view to disposal) whose book value will be recoverable mainly through<br />
a sale rather than by their continuous use, are classified in the balance sheet as assets held with a view to disposal. Once classed under this<br />
heading, they are recorded at the lower of their book value and their fair value, minus sales costs. Amortisable intangible fixed assets and tangible<br />
fixed assets are no longer amortised from when they are recorded as assets held with a view to disposal.<br />
2.9 CORPORATE INCOME TAX<br />
Corporate income tax expenses (or income) comprise, on the one hand, tax due for the financial year, and secondly, expenses or income<br />
from deferred taxes. Tax is recorded in income unless it is attached to elements recorded directly as shareholders’ equity, in which case it is<br />
recorded in shareholders’ equity.<br />
Deferred taxes are calculated for each fiscal entity when there is a temporary discrepancy between the book values of assets and<br />
liabilities and their tax values. They are calculated by applying the tax rate in force when the temporary discrepancies are resolved, on the basis<br />
of tax legislation adopted or almost adopted on the closing date.<br />
Deferred tax assets are only booked if it is likely that the tax entities concerned will have future taxable profits against which these<br />
assets can be entered. They are examined at each closing date and, where applicable, reduced in proportion to the part which could probably<br />
no longer be recorded against taxable future profits.<br />
2.10 EMPLOYEE BENEFITS<br />
Post-employment benefits<br />
The fixed payout post-employment benefits granted by the Group are made up of the retirement payments made when employees<br />
retire and are determined in light of the employee's final salary and seniority. The corresponding commitments are booked as liabilities as and<br />
when entitlement is accrued, using the actuarial method of projected credit units applied to an estimate of the salaries at the time the<br />
indemnities will be paid. The fair value of the funds paid to insurance companies to cover the commitments is deducted from the liabilities.<br />
Actuarial discrepancies that are the result of changes in hypotheses or differences between projections and the amounts paid are not<br />
immediately recorded as income, but are deferred using the "corridor" method. According to this method, actuarial discrepancies are only
Notes to the consolidated financial statements<br />
<strong>2008</strong> Financial Year<br />
ANNUAL REPORT <strong>2008</strong><br />
amortised when their aggregate amount exceeds a threshold equal to 10% of the actuarial debt or the fair value of the amounts set aside, if<br />
the latter amount is higher. The amortisation is determined using the straight-line method over the average residual period of activity of<br />
scheme beneficiaries.<br />
Other long-term benefits<br />
The Group pays bonuses in addition to granting length of service medals, which are booked as and when entitlement is accrued, and are<br />
evaluated under the same conditions as retirement payments. However, any resulting actuarial discrepancies are immediately booked as<br />
income.<br />
Commitments in terms of retirement payment plans and length of service medals are assessed by an independent actuary.<br />
2.11 NON-DERIVATIVE FINANCIAL ASSETS<br />
Financial liabilities include loans, financial liabilities and debts generated by operating transactions (trade notes and other liabilities).<br />
When initially recorded, they are evaluated at their fair value, net of transaction costs. In the case of operating debts, because of their very brief<br />
maturity times, their fair value corresponds to the nominal value. Financial liabilities are later evaluated at the amortised cost, using the<br />
effective interest method.<br />
Composed instruments<br />
Some composed financial instruments contain both a debt component and an equity component. The two components are booked<br />
separately, the first as debt and the second as equity, and determined in the following manner:<br />
Debt component<br />
The debt component is evaluated at its date of issue on the basis of the fair value of a similar instrument which presents the same<br />
characteristics (maturity, cashflow) but does not include an option to convert or redeem in shares. This value corresponds to the value of<br />
future contractual cash flows (including the coupon and redemptions), discounted at market rate (taking the credit risk at issue into account)..<br />
Equity component<br />
The equity component represents the value of the option to convert or redeem in shares. It is determined by taking the difference<br />
between the value of the debt component, determined using the method described above, and the income from the issue of the loan.<br />
2.12 DERIVATIVE INSTRUMENTS<br />
The Group uses derivative instruments to hedge interest rate risk on its debts. They are initially recorded at their fair value. Even when<br />
the Group's objective is to cover risk economically, some derivatives do not fulfil the conditions laid down by IAS 39 in order to qualify as<br />
compatible hedging instruments. In this case, later variations in value are recorded under income.<br />
When it is possible to qualify a derivative as a hedging instrument, later variations in fair value are booked as follows:<br />
• If it involves a fair value hedge (exchange of fixed interest rate flows against variable flows), the variations are recorded under income,<br />
under the same heading as fair value variations in hedged debt;<br />
• If it involves hedging future cash flows (exchange of variable interest rate flows against fixed flows), then the latter are recorded<br />
directly under shareholders' equity for the effective part of the hedge, and are then transferred to "income" when the interest flows being<br />
hedged are booked as expenses.<br />
2.13 PROVISIONS<br />
Provisions are debts for which the maturity dates or the amount carries a certain degree of uncertainty. Provisions are booked when<br />
the Group has to deal with an obligation that is current, legal or implicit, that results from past events, when the obligation can be reliably estimated<br />
and when it is likely that the result will be an outflow of funds representing an economic advantage. Provisions are evaluated at the most likely<br />
amount to be paid out.<br />
57
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ANNUAL REPORT <strong>2008</strong><br />
Notes to the consolidated financial statements<br />
<strong>2008</strong> Financial Year<br />
2.14 TREASURY SHARES<br />
The cost of STEF-TFE shares acquired by the Group (treasury shares) is presented as a deduction from consolidated shareholders' equity.<br />
When treasury shares are sold or made available, the amount is presented as an increase in consolidated shareholders' equity. Income and<br />
expenses (capital gains or losses at disposal) generated by treasury shares are directly allocated to the reserves.<br />
2.15 PAYMENT IN SHARES<br />
The share subscription options granted to certain STEF-TFE officers are evaluated at a fair value on the grant date. This evaluation, which<br />
is not subsequently modified, is booked as an expense using the straight-line method during the period required for the grant to become<br />
definitive. This expense is only revised if the definitive number of grantees is different from that planned when the expense was initially<br />
evaluated.<br />
The counterpart for this expense is made up of credits in the shareholders' equity under the reserves item, in such a way that the overall<br />
amount of shareholders' equity is not modified.<br />
2.16 RENTAL CONTRACTS<br />
STEF-TFE uses financial lease contracts to finance part of its tangible fixed assets, such as "carrier" vehicles and "semi-trailers", naval<br />
equipment, and operational real estate such as platforms and warehouses. These contracts are deemed as financing when they transfer to the<br />
Group the essential risks and benefits obtained by the leased assets; this is the case when the contracts give the Group the option of becoming<br />
the owner of the asset at the end of the leasing period, under conditions that are sufficiently attractive, at the signature date of the contracts,<br />
for it to be highly probable that the Group will exercise its purchase option at the end of the contract.<br />
When a rental contract has the same characteristics as a financing operation, the tangible fixed assets are booked as assets at an amount<br />
equal to their fair value or, if this is lower, to the discounted value of minimum future leases; as the counterpart, a debt is booked in the<br />
liabilities and is reduced as and when lease payments are made, for the part representing the amortisation of the debt.<br />
For operating real estate (platforms and warehouses), the Group distinguishes between two types of rental contracts: those signed for<br />
buildings included in the Group network, for which the Group considers that it bears almost all the risks and benefits from almost all the<br />
advantages, and those concluded for specialised buildings constructed in accordance with the specifications of a single client. The first category<br />
is booked under assets. As regards the second category, the Group considers that the risks are shared with the client and there is no certainty<br />
that the Group will exercise the purchase options at the end of the contract, except where there is a genuine financial incentive to exercise the<br />
option. This means that the platforms or warehouses are not booked as assets on the balance sheet and that the contracts are booked as ordinary<br />
leases.<br />
The rental payments owed in respect of ordinary leases are taken into account during the periods with regard to which they are called in.<br />
In the event of sliding scale rent, STEF-TFE defers the payments in a straight line over the term of the agreement and books the surplus rent<br />
under assets, as prepaid expenses.<br />
2.17 MONETARY CONVERSION<br />
Receivables and debts in foreign currency are converted at the exchange rate in force at the closure of the financial year. The corresponding<br />
conversion differences are booked as income, with the exception of those relative to receivables and debts which, in substance, are part of net<br />
investments in foreign subsidiaries and which are directly booked under shareholders' equity.<br />
Assets and liabilities for foreign subsidiaries for which the operating currency is not the euro are converted at the exchange rate in force<br />
at the close of the financial year. Expenses and income are converted at the average price for the year which, outside major price fluctuations,<br />
is considered to be close to the price applicable on the transaction dates. The resulting conversion differences are directly assigned to<br />
shareholders’ equity.<br />
2.18 INCOME FROM OPERATIONS<br />
Income from ordinary operations is evaluated at the fair value of the counterpart to be received, net of discounts granted. They are<br />
recorded when the recoverability of the counterparty is likely, and when the degree to which the services have been accomplished and the<br />
associated costs can be reliably measured, whatever the activity.
Notes to the consolidated financial statements<br />
<strong>2008</strong> Financial Year<br />
ANNUAL REPORT <strong>2008</strong><br />
Income from maritime activities includes the contributions from the Corsica Transportation Bureau provided for in the<br />
franchise agreement.<br />
2.19 SEGMENT REPORTING<br />
A segment is a distinct component of the Group that is engaged in the supply of services in a particular business environment and<br />
which is exposed to risks and profitability that differ from those of the other components. The Group’s first level of business unit information<br />
is based on business segments.<br />
2.20 PRESENTATION OPTIONS<br />
The Group has chosen to present its operational expenses on the income statement by type. “Other operating income and expenses” includes<br />
capital gains and losses on the disposal of non-current assets, the depreciation of non-current assets, and significant operating income and expense<br />
items related to one-off events or operations that have a bearing on the comparison of financial periods. The net exchange rate income is entered<br />
under “financial income” (net gain) or under “other financial expenses” (net loss).<br />
On the balance sheet, the difference between the commitment in respect of pension severance pay and the funds paid over to insurance<br />
companies is presented according to its direction, either as a non-current liability or as a current asset. The total amount of the expense for<br />
the financial year is included in the operating expenses, including the financial component.<br />
Cash flows generated by operations are presented using the indirect method in the table of cash flows.<br />
2.21 NEW NON-APPLICABLE STANDARDS AND INTERPRETATIONS<br />
Standards, amendments to standards and interpretations adopted by the European Union on 31 December, <strong>2008</strong> but not yet in force for<br />
fiscal years closing on 31 December <strong>2008</strong>, have not been applied for the preparation of the consolidated financial statements, except in the<br />
revised IAS 23 "Borrowing costs":<br />
• IFRS 8 "Operating segments", whose application will be compulsory in the 2009 financial statements, replaces IAS 14 "Segment<br />
reporting". IFRS 8 requires reporting by segment, based on internal management data used by management to measure the performance<br />
of each segment and allocate resources to it. The Group has examined what impact the application of this standard would have on the<br />
presentation of its financial statements. Up till now the segments of activity chosen for this reporting by segment have corresponded<br />
to the operational breakdown of the Group's activity. However, taking into consideration both the information used by the Group's<br />
managers, and the criteria quoted in the standard to determine the segments to be represented, the effect of applying IFRS 8 to the<br />
financial statements will be to alter the field of analysis as follows:<br />
• Segment reporting as defined in IAS 14: Three operational segments – Logistics, Transportation, Maritime – with less significant<br />
business grouped together in a segment called Other;<br />
• Operational Segments as defined in IFRS 8: Four reporting segments – Logistics France, Transportation France, STEF-TFE International,<br />
Maritime – with less significant business remaining in the "Other" segment;<br />
These four segments represent the Group's four main areas of business, while respecting the specific nature of the STEF-TFE Group. In<br />
France the Group operates each of its activities through two distinct companies: this is for historical reasons related to the merger between STEF<br />
and TFE. The Group's more recent international development has taken place under a common "transportation and logistics" banner. The<br />
Maritime activity represents a very distinct business.<br />
The main change compared to the current presentation by segment, concerns the emergence of an international Unit. This Unit came into<br />
existence on 1 January 2007 and encompasses most domestic markets outside France, i.e. Spain, Portugal, Belgium, Italy, the UK and<br />
Switzerland, excluding seafood in Scotland and Italy, because of the specific nature of the product. This unit also includes the specialised<br />
structures that manage European and North African flows.<br />
This Unit was created because of the specific nature of the local markets, and the need to take their specific features into account when<br />
steering the Group's future growth in these countries. Moreover the growth of the European subsidiaries' revenues, the integration of Cavalieri,<br />
itself committed to a growth logic through the acquisition of new business operations and the deployment of real estate assets, also confirms<br />
the relevance of this structure.<br />
The application of IFRS 8 will come into effect in the STEF-TFE Group as of 1st January 2009, and the Group's revenues will be<br />
communicated in accordance with this new breakdown by segment, starting with the publication of the figures for the first quarter of 2009.<br />
59
60<br />
ANNUAL REPORT <strong>2008</strong><br />
Notes to the consolidated financial statements<br />
<strong>2008</strong> Financial Year<br />
• IAS 1 "Presentation of Financial Statements" updated in 2007 and applicable to fiscal years starting as of 1st January 2009. The<br />
impact of this update on the Group's financial statements is currently being analysed.<br />
• Amendments to IFRS 2 "Share-based payment – Vesting Conditions and Cancellations". These amendments, applicable to fiscal years<br />
starting as of 1st January 2009, should not have any significant impact on the Group's financial statements.<br />
• IFRIC 13 "Customer Loyalty Programmes". This interpretation is not applicable to the Group.<br />
2.22 NON ACCOUNTING INDICATORS<br />
The Group uses the following performance indicators in its financial statements:<br />
EBITDA: this indicator is equal to the operating earnings before amortisation of fixed assets, depreciation of fixed assets, provisions /<br />
(reversals) and negative consolidated goodwill.<br />
Net debt: this indicator is equal to the total current and non-current financial debt, minus cash and cash equivalents. To determine its<br />
net debt from <strong>2008</strong> onwards, the Group has decided to consider that the liability represented by the provision for employee profit-sharing was<br />
not a component of the Group's financial debt but an operating liability with regard to its employees. This classification corresponds more closely<br />
to the generally accepted definition of net financial debt. The amount reclassified in this context in 2007, for an equivalent presentation,<br />
came to €10,111,000. If the Group had maintained the previous classification, its net debt would have been €400,367,000 (instead of<br />
€390,119,000) and the debt/shareholders' equity ratio would have been 1.25 (instead of 1.22).<br />
NOTE 3. SCOPE OF CONSOLIDATION<br />
CHANGES IN CONSOLIDATION SCOPE Subsidiaries<br />
Companies consolidated<br />
by equity method<br />
Total<br />
Number of companies at 1 January <strong>2008</strong> 215 12 227<br />
Universal transfer of assets, France (2)<br />
Mergers, Spain (2)<br />
Creation of real estate subsidiary, Spain 1<br />
Cavalieri structure 3<br />
Creation of Tradimar subsidiaries 7<br />
Creation of SNC 2<br />
Creation Maritime company 1<br />
Shareholding in Tunisia 1<br />
Number of companies at 31 December <strong>2008</strong> 222 16 238<br />
3.1 LIST OF CONSOLIDATED COMPANIES<br />
In application of the rules set forth in Note 2.1 above, the following companies are included in the consolidated financial statements:<br />
FULLY CONSOLIDATED COMPANIES<br />
STEF-TFE - SA (parent company) 31/12/<strong>2008</strong> 31/12/2007<br />
% Control<br />
■ Agrostar 100% 100%<br />
■ Atlantique Développement 100% 100%<br />
■ Atlantique SA - Spain 100% 100%<br />
■ Chais de la Transat and its subsidiary: 100% 100%
Notes to the consolidated financial statements<br />
<strong>2008</strong> Financial Year<br />
FULLY CONSOLIDATED COMPANIES<br />
ANNUAL REPORT <strong>2008</strong><br />
<strong>2008</strong> 2007<br />
% Control<br />
- Magasin de Bord des Paquebots 98% 98%<br />
■ Compagnie Frigorifique Française (CFF) 100% 100%<br />
■ Cryologis Développement and its subsidiaries: 100% 100%<br />
- Cryologistic 100% 100%<br />
- Bretagne Frigo 100% 100%<br />
- Cryologistic Services 100% 100%<br />
- Entrepôts Frigorifiques du Nord et de l’Est (EFNE) 100% 100%<br />
- Entrepôts Frigorifiques de Normandie Loire (EFNL) 100% 100%<br />
- Entrepôts Frigorifiques du Sud Ouest (EFSO) 100% 100%<br />
- FSD 100% 100%<br />
■ Entrepôts Frigorifiques du Léon (EFL) 79% 79%<br />
■ Immostef SA and its subsidiaires: 100% 100%<br />
- Immostef Italia 100% 100%<br />
- Frigaurice 100% 100%<br />
- SNC Adour Cap de Gascogne 100% 100%<br />
- SNC Agen Champs de Lassalle 100% 100%<br />
- SNC Allonnes Entrepôts 100% 100%<br />
- SNC Atton Logistique 100% 100%<br />
- SNC Bondoufle La Haie Fleurie 100% 100%<br />
- SNC Brignais-Charvolin 100% 100%<br />
- SNC Burnhaupt les Mulhouse 100% 100%<br />
- SNC Carros La Manda 100% 100%<br />
- SNC Cavaillon Le Castanié 100% 100%<br />
- SNC Cergy Frais 100% 100%<br />
- SNC Cergy Froid 100% 100%<br />
- SNC Donzenac Entrepôts 100% 100%<br />
- SNC Donzenac La Maleyrie 100% 100%<br />
- SNC France Plateformes 100% 100%<br />
- SNC Gap Plan de Lardier 100% -<br />
- SNC Guiberville Bocage Normand 100% 100%<br />
- SNC La Pointe de Pessac 100% 100%<br />
- SNC Les Essarts Sainte Florence 100% 100%<br />
- SNC Louverné les Guicherons 100% 100%<br />
- SNC Les Mares en Cotentin 100% 100%<br />
- SNC Mâcon Est Replonges 100% 100%<br />
- SNC Perpignan Canal Royal 100% 100%<br />
- SNC Plan d’Orgon-sur-Durance 100% 100%<br />
- SNC Reims La Pompelle 100% -<br />
- SNC Saint Herblain Chasseloire 100% 100%<br />
- SNC Saran les Champs Rouges 100% 100%<br />
- SNC Strasbourg Pont de L’Europe 100% 100%<br />
- SNC Toussieu Chabroud 100% 100%<br />
- SNC Trangé le Bois des Chardons 100% 100%<br />
- SNC Valence Pont des Anglais 100% 100%<br />
■ Institut des Métiers du Froid 100% 100%<br />
■ SNC Navale STEF-TFE 100% -<br />
■ SCI Bruges Conteneurs 51% 51%<br />
■ S té des Glacières Frigorifiques de Saint-Nazaire (SGN) and its subsidiary: 100% 100%<br />
- SNC Loudéac Froid 100% 100%<br />
■ SLD Aix en Provence 100% 100%<br />
■ STEF SAS and its subsidiaries: 100% 100%<br />
- Bordeaux Surgelés 100% 100%<br />
- Ile-de-France Surgelés 100% 100%<br />
- SLD Aix 100% 100%<br />
- SLD Allonnes 100% 100%<br />
61
62<br />
ANNUAL REPORT <strong>2008</strong><br />
Notes to the consolidated financial statements<br />
<strong>2008</strong> Financial Year<br />
FULLY CONSOLIDATED COMPANIES<br />
<strong>2008</strong> 2007<br />
% Control<br />
- SLD Atton 100% 100%<br />
- SLD Bain-de-Bretagne 100% 100%<br />
- SLD Blanquefort 100% 100%<br />
- SLD Cergy 100% 100%<br />
- SLD Le Mans 100% 100%<br />
- SLD Lesquin 100% 100%<br />
- SLD Lorraine Surgelés 100% 100%<br />
- SLD Moulins-les-Metz 100% 100%<br />
- SLD Neudorf 100% 100%<br />
- SLD Nord Paris 100% 100%<br />
- SLD Rouen 100% 100%<br />
- SLD Toussieu 100% 100%<br />
- SLD Vénissieux 100% 100%<br />
- SLD Vitry 100% 100%<br />
- SLF Aurice 100% 100%<br />
- SLF Givors 100% 100%<br />
- SLF Le Plessis Belleville 100% 100%<br />
- SLF Tours 100% 100%<br />
- SLR France 100% 100%<br />
- SLS Cergy 100% 100%<br />
- SLS Pessac 100% 100%<br />
- SLS Saint Dizier 100% 100%<br />
- SLS Saint Sever 100% 100%<br />
- STEF Alsace 100% 100%<br />
- STEF Bretagne Nord 100% 100%<br />
- STEF Bretagne Sud 100% 100%<br />
- STEF Logistique Santé 100% 100%<br />
- STEF Lyon 100% 100%<br />
- STEF Méditerranée 100% 100%<br />
- STEF Midi Pyrénées Limousin 100% 100%<br />
- STEF Montsoult 100% 100%<br />
- STEF Nord 100% 100%<br />
- STEF Normandie 100% 100%<br />
- STEF Pays-de-Loire 100% 100%<br />
- STEF Sud Rhône Alpes 100% 100%<br />
- STEF Vitry 100% 100%<br />
■ SLR Benelux 100% 100%<br />
■ GIE STEF-TFE Géodis 50% 50%<br />
■ Sofrilim 100% 100%<br />
■ STEF-TFE Services 100% 100%<br />
■ Sté de Travaux Industriels et Maritimes d’Orbigny (STIM d’Orbigny) and its subsidiaries:<br />
- Compagnie Méridionale de Participation (CMP)<br />
100% 100%<br />
and its subsidiary la Compagnie Méridionale de Navigation (CMN) 55% 55%<br />
- Financière Immobilière et Maritime (FIM) 100% 100%<br />
- Sata-Minfos 100% 100%<br />
■ STEF-TFE Transport and its subsidiaries: 100% 100%<br />
- BV Participation and its subsidiaries: 100% 100%<br />
- TFE Bourges (formerly: FA Berry Distribution) 100% 100%<br />
- TFE Orléans (formerly: FA BV Distribution) 100% 100%<br />
- SCI PPI 45 100% 100%<br />
- SCI BV 18 100% 100%<br />
- Cavalieri Fin and its subsidiaries: 100% 100%<br />
- Cavalieri Trasporti Spa and its subsidiary: 100% 100%<br />
- TFE DA (jointly held with STEF-TFE Transport) 100% 100%<br />
- SLF Sicilia 51% -<br />
- ST1 Food 51% 51%
Notes to the consolidated financial statements<br />
<strong>2008</strong> Financial Year<br />
FULLY CONSOLIDATED COMPANIES<br />
ANNUAL REPORT <strong>2008</strong><br />
<strong>2008</strong> 2007<br />
% Control<br />
- SDR Sicilia 51% 51%<br />
- Dispack 100% 100%<br />
- Étienne Logistique 100% 100%<br />
- Express Surgelés 100% 100%<br />
- Normandie Rapide (Transports Souchet) 100% 100%<br />
- Mélédo Bretagne (fusionnée avec TFE Vannes) - 100%<br />
- Provence Surgelés 100% 100%<br />
- Rhône Alpes Surgelés 100% 100%<br />
- SCI des Vallions 100% 100%<br />
- SCI Imm’o 100% 100%<br />
- SCI Immotrans 33 100% 100%<br />
- SCI Immotrans 35 100% 100%<br />
- SCI Immotrans 49 100% 100%<br />
- SCI Immotrans 56 100% 100%<br />
- SCI Immotrans 69 100% 100%<br />
- SNC de la Prairie 100% 100%<br />
- SNC La Vesvroise 100% 100%<br />
- SCI Vendargues Le Serpolet 100% 100%<br />
● <strong>SDF</strong> Iberica and its subsidiaries: 100% 100%<br />
- <strong>SDF</strong> Galicia (merged with <strong>SDF</strong> Iberica) - 100%<br />
- <strong>SDF</strong> Portugal 90% 90%<br />
- <strong>SDF</strong> Pais Vasco (merged with <strong>SDF</strong> Iberica) - 100%<br />
- <strong>SDF</strong> Los Olivos 100% 100%<br />
- <strong>SDF</strong> Prestalog 100% 100%<br />
- Immostef Alcala 100% 100%<br />
- Immostef España 100% 100%<br />
- Immostef New Torrejon 100% -<br />
- Immostef Los Olivos 100% 100%<br />
- Immostef Portugal 100% 100%<br />
● Transports Frigorifiques Spadis and its subsidiaries: 100% 100%<br />
- SCI Immotrans 42 100% 100%<br />
- TFE Saint-Étienne (formerly Spadis) 100% 100%<br />
- SLF Caen 100% 100%<br />
- SLF Niort 100% 100%<br />
- SLT Lyon 100% 100%<br />
- Société Logistique de Vannes (SLV) 100% 100%<br />
- Stefover 100% 100%<br />
- TFE AG (Bale) 100% 100%<br />
- TFE Agen 100% 100%<br />
- TFE Alpes 100% 100%<br />
- TFE Angers (formerly Mélédo Anjou) 100% 100%<br />
- TFE Atton 100% 100%<br />
- TFE Auvergne 100% 100%<br />
- TFE Avignon 100% 100%<br />
- TFE Benelux 100% 100%<br />
- TFE Bordeaux 100% 100%<br />
- TFE Brive 100% 100%<br />
- TFE Caen 100% 100%<br />
- TFE Chaulnes 100% 100%<br />
- TFE Côte d’Azur 100% 100%<br />
- TFE Dijon 100% 100%<br />
- TFE Epinal 100% 100%<br />
- TFE Eurofrischfracht Logistics - France 100% 100%<br />
- TFE International Ltd - UK 100% 100%<br />
- TFE International Est (formerly N.A.E.) 100% 100%<br />
- TFE International Ouest (formerly TFE International Rennes) 100% 100%<br />
63
64<br />
ANNUAL REPORT <strong>2008</strong><br />
Notes to the consolidated financial statements<br />
<strong>2008</strong> Financial Year<br />
FULLY CONSOLIDATED COMPANIES<br />
<strong>2008</strong> 2007<br />
% Control<br />
- TFE International Paris 100% 100%<br />
- TFE International Sud Est (formerly TFE International Lyon) 100% 100%<br />
- TFE International Sud Ouest (formerly Transports Logistique Distribution) 100% 100%<br />
- TFE Investissement 100% 100%<br />
- TFE Landivisiau 100% 100%<br />
- TFE Langres 100% 100%<br />
- TFE Languedoc Roussillon 100% 100%<br />
- TFE Laval 100% 100%<br />
- TFE Le Mans (formerly Maine Denrées) 100% 100%<br />
- Transports Frigorifiques du Maine (absorbed by TFE Le Mans) - 100%<br />
- TFE Lille (formerly Lacroix Nord) 100% 100%<br />
- TFE Limoges 100% 100%<br />
- TFE Logistiek Nederland BV 100% 100%<br />
- TFE Lyon 100% 100%<br />
- TFE Mâcon 100% 100%<br />
- TFE Marseille 100% 100%<br />
- TFE Metz 100% 100%<br />
- TFE Montigny 100% 100%<br />
- TFE Mulhouse 100% 100%<br />
- TFE Nantes 100% 100%<br />
- TFE Niort 100% 100%<br />
- TFE Nord Surgelés 100% 100%<br />
- TFE Paris 100% 100%<br />
- TFE Paris Nord 100% 100%<br />
- TFE Quimper (formerly Le Coz et Mahé) 100% 100%<br />
- TFE Reims 100% 100%<br />
- TFE Rennes 100% 100%<br />
- TFE Rouen 100% 100%<br />
- TFE Saint Brieuc 100% 100%<br />
- TFE Saint Sever 100% 100%<br />
- TFE Strasbourg 100% 100%<br />
- TFE Toulouse 100% 100%<br />
- TFE Tours 100% 100%<br />
- TFE Valence 100% 100%<br />
- TFE Vannes 100% 100%<br />
- TFE Velaines 100% 100%<br />
- TFE Vendée (formerly Deramé Vendée) 100% 100%<br />
- TFE Vire 100% 100%<br />
- Tradimar Arras 100% -<br />
- Tradimar Bordeaux 100% 100%<br />
- Tradimar Boulogne and its subsidiaries: 100% 100%<br />
- Seagull - UK 100% 100%<br />
- Tradimar Ltd - UK 100% 100%<br />
- Tradimar Caen 100% 100%<br />
- Tradimar Dijon 100% 100%<br />
- Tradimar Lorient (formerly Tradimar Bretagne) 100% 100%<br />
- Tradimar Logistica del Mar - Barcelona 100% -<br />
- Tradimar Lyon 100% 100%<br />
- Tradimar Milano - Italy 100% 100%<br />
- Tradimar Metz 100% -<br />
- Tradimar Nantes 100% -<br />
- Tradimar Niort 100% -<br />
- Tradimar Plan d’Orgon 100% 100%<br />
- Tradimar Rennes 100% -<br />
- Tradimar Rungis 100% -
Notes to the consolidated financial statements<br />
<strong>2008</strong> Financial Year<br />
FULLY CONSOLIDATED COMPANIES<br />
ANNUAL REPORT <strong>2008</strong><br />
- Tradimar Sète 100% 100%<br />
- Tradimar Strasbourg 100% 100%<br />
- Transports Fréret 100% 100%<br />
COMPANIES CONSOLIDATED USING EQUITY METHOD<br />
STEF-TFE shareholdings:<br />
- Société des Gares Frigorifiques et Ports Francs de Genève (S.G.F.) - Switzerland 31.33% 28.5%<br />
- Société Brigantine de Navigation (1) 100% 100%<br />
STEF TFE Transport shareholdings:<br />
- Calabria Dist Log (subsidiary of Cavalieri) 46% 51%<br />
- Froid Combi SA 25% 25%<br />
- Gare Frigorifique de Marée 50% 50%<br />
- Logirest (subsidiary of <strong>SDF</strong> Iberica) 40% 40%<br />
- Messageries Laitières SNC 40% 40%<br />
- Olano Caudete Logistica SL (subsidiary of <strong>SDF</strong> Iberica) 20% 20%<br />
- SDR Sud (subsidiary of Cavalieri) 20% 20%<br />
- Stefover Tunisie (subsidiary of Stefover) 49% -<br />
- Transcosatal Finances 34% 34%<br />
- Tomsa - Irun, Spain 32% 24%<br />
- Tomsa Madrid - Spain 32% 24%<br />
(1) No longer in business or in liquidation.<br />
3.2 CHANGES OCCURRING IN <strong>2008</strong><br />
3.2.1 ACQUISITIONS, NEW COMPANIES, DISPOSALS<br />
During the year, the Group:<br />
<strong>2008</strong> 2007<br />
% Control<br />
% Control<br />
% Control<br />
• created a maritime subsidiary called Navale STEF-TFE, to manage investment in a new vessel.<br />
• created three real-estate companies, called SNC Gap Plan de Lardier, SNC Reims La Pompelle and Immostef New Torrejon<br />
(a subsidiary of <strong>SDF</strong> Iberica).<br />
• acquired a 49% share in Stefover Tunisie, via its French subsidiary Stefover.<br />
• created seven subsidiaries within its seafood business: Tradimar Arras, Tradimar Metz, Tradimar Nantes, Tradimar Niort, Tradimar<br />
Rennes, Tradimar Rungis and Tradimar Logistica del Mar (a subsidiary of <strong>SDF</strong> Iberica).<br />
• created SLF Sicilia, a subsidiary within the Cavalieri structure.<br />
3.2.2 INTERNAL OPERATIONS<br />
During the year, the Group:<br />
• carried out a universal transfer of assets from Méledo Bretagne TFE Vannes, and from Transports frigorifiques du Maine to TFE Le<br />
Mans.<br />
• completed the following mergers within its Spanish structure: absorption of <strong>SDF</strong> Pais Vasco and <strong>SDF</strong> Galicia by <strong>SDF</strong> Iberica.<br />
• continued to rename its transportation subsidiaries under its generic TFE name, followed by the name of the town in which the<br />
company operates (see list of consolidated companies above).<br />
65
66<br />
ANNUAL REPORT <strong>2008</strong><br />
Notes to the consolidated financial statements<br />
<strong>2008</strong> Financial Year<br />
3.3 CHANGES OCCURRING IN 2007<br />
3.3.1 ACQUISITIONS, NEW COMPANIES, DISPOSALS<br />
In 2007, the Group:<br />
• exercised its option, on 30 June 2007, to buy shares in Cavalieri Fin. s.r.l., which were exercisable as of 1st June, thereby increasing its<br />
holding to 51%, and then to 90% in December 2007, following the acquisition of a second block of shares;<br />
• acquired a 100% share in Transports Frigorifiques Spadis, which owned 100% of its own subsidiaries Spadis SARL, Dispack and<br />
Immotrans 42;<br />
• acquired all the remaining shares (60%) Transports Fréret, on 1st May 2007, and in Déramé Vendée (20%), and also in S.G.N. (13%);<br />
• took a minority shareholding (20%) Olano Caudete Logistica S.I. in Spain, and brought its holding in E.F.L up to 79%;<br />
• liquidated Logipesca and M.A.T., and did not take part in the increase in capital of Transports Navarro S.A., thereby bringing the Group's<br />
shareholding in the latter company down to 3.77%. This company was therefore deconsolidated;<br />
• created the following companies: SNC Trangé le Bois des Chardons, SNC Plan d’Orgon sur Durance, SNC Strasbourg Pont de l’Europe,<br />
SLF Niort SAS, Prestalog, Tradimar Dijon, Tradimar Plan d’Orgon, Immostef Italia, SNC Guilberville Bocage Normand, SNC Saran les<br />
Champs Rouges;<br />
• In addition, the Group launched a reorganisation of the Logistics Unit to supplement the existing facilities, 14 companies were created<br />
at the end of the year, with none of these companies doing any business during the year.<br />
The Group made no external disposals of shareholdings in 2007.<br />
3.3.2 INTERNAL OPERATIONS<br />
• Frigaurice, which was partly owned by Immostef S.A., STEF-TFE Transport and SLS Saint Sever, is now 100%-owned by Immostef S.A.<br />
• As part of the reorganisation of the Logistics Unit initiated by the Group in 2007, STEF-TFE SA transferred the shares in its 18 logistics<br />
subsidiaries to its own subsidiary STEF SAS. STEF SAS also acquired 8 logistics companies from STEF-TFE Transport, Lacroix Nord and<br />
Maine Denrées. These reclassifications of holdings within the Group had no impact on the scope of consolidation.<br />
3.4 MERGED COMPANIES<br />
3.4.1 IN <strong>2008</strong><br />
No significant merger took place in the course of the year.<br />
In the first half of <strong>2008</strong> the Group finalised its evaluation of identifiable assets and liabilities acquired when it took over the Cavalieri Group<br />
in 2007. No significant adjustment was made to the provisional value of assets held at 31 December 2007.<br />
Regarding liabilities taken over, the Group's investigations revealed a lawsuit with a subcontractor which began before the takeover.<br />
Following the settlement of this lawsuit in <strong>2008</strong>, representing a sum of €1,100,000, the goodwill was adjusted by the same amount, net of<br />
tax effect (see Note 4.9).<br />
3.4.2 IN 2007 (REMINDER)<br />
On 1st June, 2007, the Group took control of Cavalieri Fin. s.r.l. Its option to buy shares, and thereby increase its holding from 33% to<br />
51% of the capital, became exercisable as of that date, and this option was exercised on 27 June 2007. In early December 2007, the Group<br />
then increased its holding from 51% to 90%, through the acquisition of a second block of shares. The Group also holds an irrevocable option<br />
allowing it to acquire the remaining 10% of the capital. This option may be exercised between 1st January <strong>2008</strong> and 31 December 2010.<br />
In return, the minority shareholders hold a selling option covering all the shares which they own, which can be exercised until 31 December<br />
2010. In accordance with IAS 32 "Financial instruments", these commitments to buy minority interests have been recorded as financial<br />
liabilities since 1st June 2007
Notes to the consolidated financial statements<br />
<strong>2008</strong> Financial Year<br />
ANNUAL REPORT <strong>2008</strong><br />
The activity of Cavalieri Fin. s.r.l.'s subsidiaries, of which the main one is Cavalieri Trasporti s.p.a., is refrigerated transport and warehousing<br />
in Italy, and they operate from 28 platforms.<br />
The takeover of Cavalieri Fin. s.r.l. and its subsidiaries, which were previously consolidated using the equity method, meant that they<br />
were fully consolidated in the Group's consolidated financial statements as of 30 June 2007.<br />
The Group also acquired a 100% share in Transports Frigorifiques Spadis, and the remaining 60% of the capital of Transport Fréret, of which<br />
it already held 40%.<br />
.<br />
The effects of these acquisitions on the Group’s assets and liabilities were as follows:<br />
(€ thousand)<br />
Cavalieri Spadis Fréret<br />
Intangible fixed assets 17,949 2,886 297<br />
Tangible fixed assets 53,697 3,786 91<br />
Other assets 43,311 6,241 1,750<br />
Sub-total (a) 114,957 12,913 2,138<br />
To be deducted:<br />
Share held through equity method 2,527 - (65)<br />
Net financial debt 45,217 2,242 17<br />
Other debts and provisions 50,177 3,671 1,936<br />
Sub-total (b) 97,921 5,913 1,888<br />
Cost of merger (a) - (b) 17,036 7,000 250<br />
For Cavalieri, the assets and liabilities acquired were entered at their book value determined in accordance with IFRS. The difference between<br />
the cost of the merger and the book value of the net assets acquired has been provisionally recorded as goodwill (see Note 4.9). In the<br />
table above, it appears under "intangible fixed assets".<br />
The contributions made by these acquisitions have been booked using the equity method up to the date of the takeover by the Group,<br />
and then consolidated within the Group's consolidated accounts.<br />
If these acquisitions had been completed at 1 January 2007, the additional contributions to the Group’s revenues, operating income<br />
and net income up to their integration would have been around €68,870,000, –€777,000 and –€1,456,000, respectively.<br />
NOTE 4. INFORMATION ON THE FINANCIAL STATEMENTS<br />
4.1 SEGMENT INFORMATION<br />
Segment information comprises an analysis of the consolidated data by activity and by geographic area. The segment information provided<br />
below is derived from the Group’s organisational system and its internal reporting method.<br />
The first level of Group information by segment is based on the following business segments.<br />
• temperature-controlled road transportation;<br />
• logistics, including refrigerated warehouses;<br />
• maritime activities.<br />
The wholesale activities have been regrouped within the business units to which they are attached.<br />
67
68<br />
ANNUAL REPORT <strong>2008</strong><br />
Notes to the consolidated financial statements<br />
<strong>2008</strong> Financial Year<br />
4.1.1 CONSOLIDATED DATA BY BUSINESS<br />
Consolidated<br />
<strong>2008</strong> Transportation Logistics Maritime Other Eliminations data<br />
External revenues 1,379,919 596,477 91,768 13,205 2,081,369<br />
Inter-activity revenues 478,993 105,924 384 54,752 (640,053) 0<br />
Total revenues from activities 45,713 32,546 5,286 1,879 85,424<br />
Net financial expenses (20,401)<br />
Corporate income tax (19,833)<br />
Share of net income from companies consolidated using equity method 365 10 4 379<br />
Net income of companies consolidated 45,569<br />
Activities' assets 758,889 465,886 99,394 36,547 1,360,716<br />
Unallocated assets -<br />
Total assets 1,360,716<br />
including goodwill 87,119 15,261 8,128 366 110,874<br />
including non-current assets held with view to being sold 13,230 13,230<br />
including companies consolidated using equity method 5,448 1,920 412 7,780<br />
Activities' liabilities 366,907 183,774 20,941 35,401 607,023<br />
Unallocated liabilities 753,693<br />
Total liabilities 1,360,716<br />
Amount of depreciation recorded during the year 30,223 32,038 12,296 2,870 77,427<br />
Consolidated<br />
2007 Transportation Logistics Maritime Other Eliminations data<br />
External revenues 1,194,774 639,291 85,376 12,374 - 1,931,815<br />
Inter-activity revenues 459,938 57,490 267 52,670 (570,365) -<br />
Total revenues from activities 49,834 31,343 4,578 (2,587) - 83,168<br />
Net financial expenses (15,579)<br />
Corporate income tax (18,197)<br />
Share of net income from companies consolidated using equity method (116) (275) (391)<br />
Net income of companies consolidated 49,001<br />
Activities' assets 665,987 488,600 107,391 37,380 1,299,358<br />
Unallocated assets -<br />
Total assets 1,299,358<br />
including goodwill 84,598 15,421 7,921 222 108,162<br />
including non-current assets held with view to being sold 13,573 13,573<br />
including companies consolidated using equity method 5,502 1,889 7,391<br />
Activities' liabilities 260,238 254,897 25,199 60,715 601,049<br />
Unallocated liabilities 698,309<br />
Total liabilities 1,299,358<br />
Amount of depreciation recorded during the year 32,975 26,776 10,276 4,224 74,251<br />
The main change in the result of "Other activities" involves the information systems activity.<br />
The assets of the businesses are made up of all the asset items on the balance sheet. Non-allocated liabilities are the financial debts. These<br />
liabilities cannot reasonably be allocated because Group financing is managed by a central structure.<br />
No depreciation of assets in any segment was recorded in <strong>2008</strong>. Depreciations recorded in 2007 and 2006 for €6,770,000 and<br />
€7,381,000 concern software respectively for commercial use and in-house use (see Note 4.10). In 2007 they had an impact of €6,011,000<br />
on the Transportation segment's operating income, and €759,000 on the Logistics segment.<br />
Activities grouped under “Other” relate to various marginal activities (wine trading and IT services for external use). Non-current assets<br />
held with a view to disposal are also allocated to this segment.
Notes to the consolidated financial statements<br />
<strong>2008</strong> Financial Year<br />
ANNUAL REPORT <strong>2008</strong><br />
<strong>2008</strong> France Other regions Consolidated data<br />
Revenues 1,572,480 508,889 2,081,369<br />
Assets by zone 1,009,056 351,660 1,360,716<br />
2007<br />
4.1.2 CONSOLIDATED INFORMATION BY GEOGRAPHICAL REGION<br />
Revenues 1,498,008 433,807 1,931,815<br />
Assets by zone 933,247 366,111 1,299,358<br />
4.2 CONSUMPTION FROM THIRD PARTIES<br />
<strong>2008</strong> 2007<br />
Non-energy purchases 107,851 104,957<br />
Purchase of diesel and other fuel 141,723 120,643<br />
Purchase of other energies 26,896 26,611<br />
Subcontracting 614,094 529,975<br />
Rents and rental expenses 72,862 70,042<br />
Upkeep and maintenance 65,798 66,027<br />
External staff, remuneration of temporary staff 101,402 99,676<br />
Insurance 17,809 15,361<br />
External services 102,824 107,967<br />
Other 7,295 14,755<br />
Total 1,258,554 1,156,014<br />
Subcontracting mainly comprises the costs of chartering and haulage related to transportation operations. €49 million out of the increase<br />
of €85 million under subcontracting are the result of consolidating Cavalieri for the second half of 2007 only.<br />
4.3 PAYROLL CHARGES<br />
Social security charges include payments made for fixed-contribution pensions.<br />
4.4 NET DEPRECIATION (REVERSALS) AND PROVISIONS<br />
<strong>2008</strong> 2007<br />
Wages and salaries 426,716 401,891<br />
Social security charges 182,496 167,705<br />
Charges net of pension indemnities 1,407 1,398<br />
Payments based on shares 45 45<br />
Employee profit-sharing (statutory profit-sharing) 10,469 9,764<br />
Total 621,133 580,803<br />
<strong>2008</strong> 2007<br />
Depreciation of inventories 54 (132)<br />
Depreciation of trade receivables 1,185 92<br />
Depreciation of other financial assets 101 -<br />
Net movements on provisions 2,740 (988)<br />
Total 4,080 (1,028)<br />
69
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ANNUAL REPORT <strong>2008</strong><br />
Notes to the consolidated financial statements<br />
<strong>2008</strong> Financial Year<br />
4.5 OTHER OPERATIONAL INCOME AND EXPENSES<br />
<strong>2008</strong> 2007<br />
Capital gain on disposal of fixed assets 3,698 4,312<br />
Profit from lawsuit on logostics issue 634<br />
Negative goodwill (Déramé) 106<br />
Loss on disposal of company (CMN, Navarro) (560)<br />
VAT reimbursement on motorway tolls and interst on arrears 1,754<br />
Depreciation OMS software (6,770)<br />
Cancellations of previous professional taxes 123<br />
Net amount 3,895 (598)<br />
In <strong>2008</strong>, the capital gains came from the sale of vehicles for €3,372,000, and the sale of land in Nantes and at Landivisiau.<br />
In 2007, following the Council of State’s ruling on 29 June 2005 relative to motorway tolls, the Group recorded the income from the related<br />
lost interest. In 2007 capital gains from the disposals of tangible fixed assets correspond mainly to the sale of the Mandelieu, Polliat and<br />
Lezignan sites, of vehicles and of goodwill.<br />
4.6 FINANCIAL INCOME AND EXPENSES<br />
Financial income<br />
4.7 CORPORATE INCOME TAX<br />
Analysis of the corporate income tax expense on the income statement:<br />
Current tax expense<br />
<strong>2008</strong> 2007<br />
- in respect of the financial year 25,907 25,216<br />
- in respect of previous financial years - 320<br />
Sub-total for current tax expense 25,907 25,536<br />
Deferred tax expense<br />
<strong>2008</strong> 2007<br />
Net income received from disposal of financial assets 224 431<br />
Dividends received from disposal of financial assets 166 115<br />
Change in fair value of financial instruments 716<br />
Financial expenses<br />
Interest paid on financial liabilities at amortised cost (18,590) (16,474)<br />
Net foreign exchange loss (731) (367)<br />
Change in fair value of financial instruments (1,470)<br />
Net financial expenses (20,401) (15,579)<br />
The increase in net financial expense is the result of the increase in debt and the variation in interest rates, of the variation in fair value<br />
of financial instruments (–€1.5 million in <strong>2008</strong>; +€0.7 million in 2007), and of the consolidation Cavalieri's income for the second half of 2007<br />
only (around €1.4 million).<br />
The only variation in <strong>2008</strong> in fair value of assets and liabilities designated at fair value under income/loss, corresponds to interest rate<br />
derivatives not qualified as hedging instruments. In 2007 the net amount of this variation took account of the cost of putting these instruments<br />
in place (€808,000).<br />
- linked to temporary differences (9,723) (8,858)<br />
- Deferred taxes activated on foreign deficits 3,712 1,724<br />
- linked to the use of loss carryovers (63) (205)<br />
Sub-total for deferred tax expense (6,074) (7,339)<br />
Total tax expense on income 19,833 18,197
Notes to the consolidated financial statements<br />
<strong>2008</strong> Financial Year<br />
4.7 CORPORATE INCOME TAX (CONTINUED)<br />
ANNUAL REPORT <strong>2008</strong><br />
Analysis of the difference between the theoretical tax expense calculated using the tax rate applicable to the parent company and the actual<br />
tax expense:<br />
<strong>2008</strong> 2007<br />
Pre-tax income 63,493 67,589<br />
Negative goodwill 106<br />
Profits subject to tax on tonnage (maritime activities) 5,361 6,338<br />
Basic amount subject to tax 58,132 61,145<br />
Theoretical tax at the current tax rate 34.43% 34.43%<br />
20,015 21,052<br />
Activation of loss carryovers (63) (205)<br />
Tax rate differentials (non-consolidated companies and abroad) 2 (577)<br />
Tax not directly related to income 1,451 361<br />
Effects of reduced rate (1,422) (1,686)<br />
Effects of adjustments to previous tax years (36) (41)<br />
Other tax effects (114) (707)<br />
Effective tax 19,833 18,197<br />
Effective tax rate 31.24% 26.92%<br />
The increase in the effective tax rate in <strong>2008</strong> results partly from the declining results of the maritime business, which enjoys a special<br />
tax rate (tax per tonnage), and partly from taxes, in Italy in particular, which are not directly related to income, and from a reduction in<br />
research tax credit in France.<br />
4.8 EBITDA<br />
<strong>2008</strong> 2007<br />
Operational income 85,424 83,168<br />
Depreciation 73,347 67,481<br />
Net depreciation (reversals) and provisions 4,080 (1,028)<br />
Negative goodwill (106)<br />
Depreciation OMS software 6,770<br />
Total EBITDA 162,851 156,285<br />
4.9 CONSOLIDATED GOODWILL<br />
<strong>2008</strong> 2007<br />
Net value at 1 January 108,162 82,284<br />
Acquisition of subsidiaries 486 20,567<br />
Goodwill previously linked to associated companies - 4,776<br />
Purchase of minority shareholdings and businesses 2,286 535<br />
Disposals and adjustments (60)<br />
Net value at 31 December 110,874 108,162<br />
For <strong>2008</strong>, "Acquisition of subsidiaries" concerns the Cavalieri goodwill, and corresponds to the finalised allocation of the acquisition<br />
price. A reduction in price on the capital paid in <strong>2008</strong> was taken into account, as was the discovery of a lawsuit with a subcontractor which began<br />
before the takeover. Variation in business assets concerns the acquisition of DISPAM's "tidal" business.<br />
Acquisitions in 2007 correspond mainly to the takeover of the Cavalieri Group (€13,940,000 excluding the goodwill previously included<br />
in the value of the shareholding through the equity method), to a lesser extent to the acquisition of Transports Frigorifiques Spadis (€2,502,000),<br />
71
72<br />
ANNUAL REPORT <strong>2008</strong><br />
Notes to the consolidated financial statements<br />
<strong>2008</strong> Financial Year<br />
and to additional shareholdings taken in Transports Fréret (€341,000). All consolidated goodwill recorded in 2007 was allocated to the<br />
"Transportation" cashflow generating unit.<br />
No depreciation was recorded in <strong>2008</strong> or 2007.<br />
Deprecation tests were carried out at the end of the <strong>2008</strong> financial year, in line with the methodology described in Note 2.6. For this purpose,<br />
consolidated goodwill is allocated to cashflow generating units which correspond to the Group's business segments.<br />
The going concern value of the cashflow generating units, which corresponds to the discounted future cashflows, was calculated using<br />
the following forecasting principles:<br />
Transportation Logistics Maritime<br />
- Discounting rate 8.4% 8.4% 8.4%<br />
- Long-term growth rate 1.5% 2.3% 3%<br />
The discounting rate is based on the Group’s financial structure (cost of equity and cost of debt) including the generally used parameters<br />
(beta, market risk premium). This rate is net of tax. The pre-tax rate which, when applied to pre-tax cash flows, would have produced an identical<br />
going-concern value, comes out at around 10.1%.<br />
The projections used in 2007 were 7.9% for the discounting rate (after tax), and identical to those used in <strong>2008</strong> for the long-term growth<br />
rate for all cashflow generating units.<br />
4.10 INTANGIBLE FIXED ASSETS<br />
Software developed Other Other<br />
Gross values by the Group software intangible fixed assets Total<br />
At 1 January 2007 36,652 22,209 420 59,281<br />
Acquisitions 3,071 839 170 4,080<br />
Entering consolidation scope 517 517<br />
Disposals and retirements (292) (2,220) (2,512)<br />
At 31 December 2007 39,431 21,345 590 61,366<br />
Acquisitions 2,406 2,261 861 5,528<br />
Entering consolidation scope -<br />
Disposals and retirements (262) (55) (317)<br />
At 31 December <strong>2008</strong> 41,837 23,344 1,396 66,577<br />
Depreciations<br />
At 1 January 2007 17,608 20,073 420 38,101<br />
Acquisitions 12,461 943 13,404<br />
Entering consolidation scope 198 198<br />
Disposals and retirements (292) (2,220) (2,512)<br />
At 31 December 2007 29,777 18,994 420 49,191<br />
Acquisitions 4,940 1,042 248 6,230<br />
Entering consolidation scope -<br />
Disposals and retirements (178) (212) (390)<br />
At 31 December <strong>2008</strong> 34,717 19,858 456 55,031<br />
Net book value at 31 December 2007 9,654 2,351 170 12,175<br />
Net book value at 31 December <strong>2008</strong> 7,120 3,486 940 11,546<br />
The depreciation test carried out in June 2007 against a background of commercial and financial results which were below target, led the<br />
Group to record an additional depreciation of €1,834,000 in order to bring the net book value of the OMS software to zero.<br />
Moreover the result of the successful deployment from October 2007 of a new version of the TMS software, allocated to the Transportation<br />
cashflow generating unit, was to deprive previous developments of any future use it might have for the Group, which therefore decided to abandon<br />
them. Having ascertained that these software developments were obsolete, the Group decided to depreciate them totally (€4,593,000<br />
recorded in the Transportation cashflow generating unit, and in the "Transportation" primary segment).<br />
Intangible fixed assets in progress at 31 December <strong>2008</strong> amounted to €742,000. This item mainly involves software.
Notes to the consolidated financial statements<br />
<strong>2008</strong> Financial Year<br />
4.11 TANGIBLE FIXED ASSETS<br />
The net book value of fixed assets used by the Group through financial leases is as follows:<br />
31/12/<strong>2008</strong> 31/12/2007<br />
- Vehicles 10,231 14,895<br />
- Technical facilities 4,309 5,013<br />
- Platforms & warehouses 120,081 129,598<br />
- Adjoining land 42,371 36,029<br />
Total 176,992 185,535<br />
ANNUAL REPORT <strong>2008</strong><br />
Land Transport<br />
Gross values & buildings equipment Ships Other Total<br />
At 1 January 2007 (1) 625,228 72,281 187,327 289,508 1,174,344<br />
Acquisitions 33,968 3,421 215 39,419 77,023<br />
Entering consolidation scope 38,635 4,130 40,164 82,929<br />
Disposals and retirements (32,890) (2,865) (47,265) (83,020)<br />
Other variations (418) 1,999 1,581<br />
At 31 December 2007 664,523 76,967 187,542 323,825 1,252,857<br />
Acquisitions 58,417 4,160 15,104 38,198 115,879<br />
Entering consolidation scope -<br />
Disposals and retirements (6,292) (6,215) (15,368) (27,875)<br />
Other variations 4,206 1,184 (2,415) (3,383) (408)<br />
At 31 December <strong>2008</strong> 720,854 76,096 200,231 343,272 1,340,453<br />
Depreciations<br />
At 1 January 2007 (1) 246,834 48,033 118,085 199,658 612,610<br />
Increases 20,788 8,873 10,024 21,226 60,911<br />
Entering consolidation scope 1,274 1,746 22,089 25,109<br />
Disposals and retirements (15,416) (2,865) (37,323) (55,604)<br />
Other variations 574 574<br />
At 31 December 2007 253,480 55,787 128,109 206,224 643,600<br />
Increases 22,233 7,091 10,150 27,643 67,117<br />
Entering consolidation scope -<br />
Disposals and retirements (4,131) (4,461) (12,018) (20,610)<br />
Other variations (1,246) 547 (1,867) 2,852 286<br />
At 31 December <strong>2008</strong> 270,336 58,964 136,392 224,701 690,393<br />
Net book value at 31 December 2007 411,043 21,180 59,433 117,601 609,257<br />
- non-current assets held with a view to sell (13,573) (13,573)<br />
- non-current assets 397,470 21,180 59,433 117,601 595,684<br />
Net book value at 31 December <strong>2008</strong> 450,518 17,132 63,839 118,571 650,060<br />
- non-current assets held with a view to sell (13,230) (13,230)<br />
- non-current assets 437,288 17,132 63,839 118,571 636,830<br />
(1) Following a merger at the parent company STEF-TFE in 1996, certain amounts were adjusted at the 2007 opening, as shown in the<br />
table above. This adjustment in the presentation, which had no impact on either balance sheet or income statement, should have been made<br />
the first time IFRS were applied. Its effect was to increase the gross amounts and accumulated amortisation by the same amount, which was<br />
€33,966,000 for construction, €14,761,000 for haulage vehicles, and €44,679,000 for other equipment.<br />
At 31 December <strong>2008</strong> and 2007, non-current assets held with a view to disposal included two warehouses in Belgium. These two<br />
warehouses were acquired following the takeover of Cryologistic in 2006, and assessed at fair value, net of sales costs. The transaction<br />
included options to purchase them, and in December <strong>2008</strong> the beneficiary of these options informed the Group of its intention to exercise them.<br />
In accordance with the terms of these options, the transfer of ownership of the warehouses will take place in July 2009 when the deeds are<br />
signed and the price of sale paid.<br />
The amount of the costs of loans associated in <strong>2008</strong>, in application of the revised IAS 23, with the acquisition cost of a vessel under<br />
construction, came to €154,000.<br />
In addition, the net book values above include current fixed assets of €28,988,000 (compared to €10,681,000 at 31 December 2007).<br />
Firm orders for tangible fixed assets at 31 December <strong>2008</strong> that have not yet been fulfilled, amounted to €156,090,000, including<br />
€133,200,000 for a vessel (compared to €39,978,000 at 31 December 2007).<br />
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ANNUAL REPORT <strong>2008</strong><br />
Notes to the consolidated financial statements<br />
<strong>2008</strong> Financial Year<br />
4.12 NON-CURRENT FINANCIAL ASSETS<br />
<strong>2008</strong> 2007<br />
Non-consolidated shareholdings 1,106 162<br />
Loans and receivables 11,336 8,104<br />
Other non-current financial assets 1,234 3,958<br />
Total 13,676 12,224<br />
The increase in consolidated shareholdings is the result of a new minority shareholding (11%).<br />
Loans and receivables mainly comprise loans paid to support the Group's construction effort construction (€6,456,000 in <strong>2008</strong> and<br />
€5,789,000 in 2007). Other non-current financial assets include miscellaneous deposits, and loans to employees.<br />
4.13 ASSOCIATED COMPANIES<br />
Companies in which the Group has holdings consolidated using the equity method, are listed in Paragraph 3.1. Data taken from the<br />
financial statements of companies consolidated using the equity method are as follows:<br />
Group Total Total Total Net Value Consolidated Income<br />
share revenues ssets liabilities company using equity goodwill Net<br />
<strong>2008</strong> assets method<br />
Société des Gares Frigorifiques 31.33% 12,109 11,659 8,130 3,529 1 106 170 390 122<br />
Brigantine de Navigation (1) 100.00% - 421 8 413 413 5 5<br />
Gare Frigorifique de Marée 50.00% 126 89 79 10 5 - -<br />
Transcosatal Finances 34.34% 64,359 36,735 30,862 5,873 2,017 68 (875) (300)<br />
Groupe Cavalieri - 406 (4) (4 )<br />
Stefover Tunisie 49.00% 67 212 127 85 42 57 - -<br />
Froid Combi 25.50% 10,894 3,122 1,748 1,374 350 104 27<br />
Messageries Laitières 38.69% 38,727 15,973 12,249 3,724 1,441 1,125 435<br />
Tomsa et Tomsa Madrid 32.00% 1,168 1,104 (1,157) 2,261 724 337 643 206<br />
Olano Caudete 20.00% 4,868 8,528 7,407 1,121 224 421 59 13<br />
Logirest (2) 40.00% 26,750 4,392 4,394 (2) - (751) (124)<br />
Total 159,068 82,235 63,847 18,388 6,727 1,053 696 379<br />
(1) No longer in business, in liquidation<br />
(2) Proportion of the negative result for the year limited to contributions (IAS 28)<br />
Group Total Total Total Net Value Consolidated Income<br />
share revenues ssets liabilities company using equity goodwill Net<br />
2007 assets method<br />
Income<br />
consolidated<br />
using<br />
equity method<br />
Income<br />
consolidated<br />
using<br />
equity method<br />
Société des Gares Frigorifiques 28.24% 10,092 10,882 8,342 2,882 814 76 360 102<br />
Brigantine de Navigation (1) 100.00% 419 53 366 366 7 7<br />
Gare Frigorifique de Marée 50.00% 125 89 79 10 5 -<br />
Transcosatal Finances 34.34% 6,720 2,308 68 (243) (83)<br />
TFE D.A. (3) 50.00% 154 77<br />
Groupe Cavalieri (3) 33.00% (1,957) (646)<br />
Palier Cavalieri 412 10<br />
Froid Combi 25.50% 12,376 3,367 2,015 1,361 347 30 8<br />
Messageries Laitières 38.69% 32,590 13,540 9,993 3,542 1,370 960 371<br />
Transports Fréret (2) 40.00% 90 36<br />
Tomsa 24.00% 9,110 8,493 4,822 3,671 881 344 83<br />
Tomsa Madrid 24.00% 4,230 1,305 861 463 111 119 29<br />
Olano Caudete 20.00% 3,607 3,166 633 36 7<br />
Logirest (4) 40.00% 23,748 2,416 2,852 (481) (192) (978) (391)<br />
Total 95,878 40,511 29,017 21,700 7,055 144 (1,078) (391)<br />
(1) No longer in business, in liquidation<br />
(2) Fully consolidated in 2007<br />
(3) Integrated from 30 June 2007<br />
(4) The negative worth of the shares consolidated under the equity method has been recorded in the balance sheet liabilities under "non-current provisions"
Notes to the consolidated financial statements<br />
<strong>2008</strong> Financial Year<br />
4.14 DEFERRED TAX ASSETS AND LIABILITIES<br />
ANNUAL REPORT <strong>2008</strong><br />
The main nature and origin of the deferred taxes, as well as their variation during the financial year, are as follows (after compensation<br />
for assets and liabilities in each of the tax entities concerned):<br />
1 January Variations Other 31 December<br />
<strong>2008</strong> <strong>2008</strong> on the income variations <strong>2008</strong><br />
statement<br />
Deferred tax assets<br />
France 1,818 63 1,881<br />
Abroad 3,488 3,712 (2,592) 4,608<br />
Deferred capital gains 272 (272) -<br />
Total deferred tax assets 5,578 3,503 (2,592) 6,489<br />
Deferred tax liabilities<br />
Temporary differences 6,068 288 (469) 5,887<br />
Tax-allowable depreciation reserves (9,644) 1,096 6 (8,542)<br />
Depreciation differential of tangible fixed assets (1,680) (116) 385 (1,411)<br />
Tangible fixed assets financed through leasing (19,689) (315) (608) (20,612)<br />
Depreciation of ships (5,919) 1,422 (4,497)<br />
Financial intruments (604) 432 149 ( 23)<br />
Revaluation of fixed assets (9,919) 1,984 1,237 (6,698)<br />
Operations on treasury shares (2,067) (2,067)<br />
OBSAAR (370) (1,273) (1,643)<br />
Merger duty 361 (1,705) (1,344)<br />
Other 199 (144) 55<br />
Sub-total (41,189) 2,571 (2,278) (40,896)<br />
Entering consolidation scope (3,133) 3,133 -<br />
Total deferred tax liabilities (44,322) 2,571 855 (40,896)<br />
Net impact on result 6,074<br />
Other variations are:<br />
- either reclassifications by type which have no impact on the result, and in particular, in Italy, the balance of taxes which reflects a net<br />
liability for the previous year and constitutes a fiscal debt at 31 December <strong>2008</strong>.<br />
- or deferred taxes resulting from elements assigned to shareholders' equity, such as the equity component of the OBSAAR (see Note 4.20)<br />
and the variation in fair value of derivatives qualified as hedging instruments. Deferred tax which is directly assigned to shareholders’<br />
equity represents a negative amount of €1,484,000.<br />
1 January Variations Other 31 December<br />
2007 2007 on the income variations 2007<br />
statement<br />
Deferred tax assets<br />
France 1,621 205 (8) 1,818<br />
Abroad - (150) 3,638 3,488<br />
Deferred capital gains 781 (272) (237) 272<br />
Total deferred tax assets 2,402 (217) 3,393 5,578<br />
Deferred tax liabilities<br />
Temporary differences 4,551 546 971 6,068<br />
Tax-allowable depreciation reserves (7,285) 2,902 (5,261) (9,644)<br />
Depreciation differential of tangible fixed assets (5,384) 264 3,440 (1,680)<br />
Tangible fixed assets financed through leasing (23,112) 878 2,545 (19,689)<br />
Depreciation of ships (7,321) 1,686 (284) (5,919)<br />
Depreciation of warehouses (2,408) 2,408 (0)<br />
Merger duty (1,441) 1,441 -<br />
Company mergers (8,400) 8,400 (0)<br />
Financial intruments 1,614 (524) (1,694) (604)<br />
Revaluation of fixed assets - 1,696 (11,615) (9,919)<br />
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ANNUAL REPORT <strong>2008</strong><br />
Notes to the consolidated financial statements<br />
<strong>2008</strong> Financial Year<br />
1 January Variations Other 31 December<br />
2007 (continued) 2007 on the income variations 2007<br />
statement<br />
Other 653 108 (562) 199<br />
Sub-total (48,534) 7,556 (211) (41,189)<br />
Entering consolidation scope (3,133) (3,133)<br />
Total deferred tax liabilities (48,534) 7,556 (3,344) (44,322)<br />
Net impact on result 7,339<br />
At 31 December 200 the Group recognised deferred tax assets relating to tax loss carry-overs from some of its foreign subsidiaries. The<br />
sums involved were €2,958,000 for the Italian subsidiary and €754,000 for the Spanish subsidiary. The total of deferred tax assets came to<br />
€4,608,000 at the end of <strong>2008</strong>.<br />
The Group estimates that, on the basis of action plans implemented locally, and the resulting income forecasts made using conservative<br />
estimates, its subsidiaries will have sufficient taxable income at their disposal in the foreseeable future against which these deferred tax<br />
assets could be offset.<br />
4.15 INVENTORIES<br />
Merchandise inventories are the result of wholesale operations for some food and maritime companies.<br />
<strong>2008</strong> 2007<br />
Spare parts, fuels 11,954 10,276<br />
Inventories of goods in process 1,466 856<br />
Merchandise 5,526 5,753<br />
Total 18,946 16,885<br />
Depreciation (101) (47)<br />
Inventories evaluated at net market value 18,845 16,838<br />
4.16 TRADE RECEIVABLES<br />
<strong>2008</strong> 2007<br />
Gross amount of trade receivables 391,629 353,513<br />
Depreciation (10,506) (9,321)<br />
Net 381,123 344,192<br />
Depreciations of trade receivables recorded against income in <strong>2008</strong> and 2007 are detailed in Note 4.4.<br />
4.17 CASH AND CASH EQUIVALENTS<br />
<strong>2008</strong> 2007<br />
Bank balances 44,070 68,902<br />
Petty cash 113 157<br />
Total cash and cash equivalents 44,183 69,059<br />
4.18 SHAREHOLDERS' EQUITY<br />
Shareholders’ equity comprised 13,515,649 shares of par value of one euro at 31 December <strong>2008</strong>, compared to 13,603,672 shares at<br />
31 December 2007.<br />
Regarding the exercise of share subscription options in <strong>2008</strong>, 12,944 Tranche 3 options were exercised at a price of ¤9.7 6 per option,<br />
i.e. an overall amount of €126,333.44 representing an increase in capital of €12,944 and an issue premium of €113,389.44. In 2007,<br />
94,097 options were exercised for an amount representing a capital increase (including issue premium) of €1,000,595.96.
Notes to the consolidated financial statements<br />
<strong>2008</strong> Financial Year<br />
ANNUAL REPORT <strong>2008</strong><br />
As part of the share buy-back programme initiated in 2006 and then in <strong>2008</strong>, STEF-TFE bought back some shares in order to cancel them.<br />
105,893 STEF-TFE shares were acquired in <strong>2008</strong> for an average unit price of €50.86. A capital reduction followed, involving 100,967 shares<br />
of one euro each, bringing the capital to €13,515,649. The difference between the share purchase price (€3,563,845) and their par value<br />
(€100,967), i.e. €3,462,878, was entered under the issue premium.<br />
At their meeting on 26 March 2009 the Board of Directors fixed the dividend to be paid for <strong>2008</strong> at €1.05¤ per share (compared to €1<br />
in 2007). This dividend was not recorded in the <strong>2008</strong> consolidated financial statements and will constitute a debt for the company if it is approved<br />
by the shareholders’ general meeting.<br />
4.19 INCOME PER SHARE<br />
The non-diluted income per share is determined by dividing the Group share in the net income by the weighted average number of shares<br />
in circulation during the financial year.<br />
The weighted average number of shares in circulation is determined by taking into account (i) the shares issued following the exercise<br />
of subscription options by the beneficiaries of these options (ii) treasury shares acquired by the Group, which are deducted and (iii) treasury<br />
shares allocated to the beneficiaries of share purchase options who exercise their purchase options. In <strong>2008</strong> and 2007, the weighted average<br />
numbers of shares were 13,174,051 and 13,460,037, respectively.<br />
The only shareholders' equity instruments issued by the Group that could have a potentially diluting effect are share subscription and<br />
purchase options, and warrants for subscribing or buying redeemable stock ("BSAAR" - see Note 4.20). The calculation of the diluted income<br />
per share is made on the basis of a number of shares increased by the effect of exercising all these instruments:<br />
The difference between the shares existing at the start of the financial year and the weighted average number of shares used in the<br />
calculation of income per share is as follows:<br />
Year <strong>2008</strong> Year 2007<br />
Number of shares at 1 January 13,603,672 13,624,030<br />
- Share issues as a result of subscription options 12,944 94,097<br />
- Shares cancelled following reimbursement of capital (100,967) (114,455)<br />
Number of shares at 31 December (a) 13,515,649 13,603,672<br />
Weighting of movements for the year (b)<br />
Number of treasury shares held at 1 January 126,398 181,708<br />
Purchase of shares during the year 607,554<br />
- transfer of treasury shares following the exercise of share purchase options and cancellation of shares (124,831) (55,310)<br />
Number of treasury shares at 31 December (c) 609,121 126,398<br />
Weighting of movements for the year (d) (265,026) 17,237<br />
Number of shares during the financial year for the calculation of the non-diluted result (a) + (b) - (c ) - (d ) 13,171,554 13,460,037<br />
Number of share subscription options 1,000,482 132,314<br />
Weighting (930,447) 20,076<br />
Weighted average number of shares used to calculate the diluted income per share 13,241,589 13,612,427<br />
Income per share in euros (Group share)<br />
- undiluted: 3.07 3.30<br />
- diluted: 3.06 3.26<br />
4.20 FINANCIAL DEBTS<br />
Non-current financial debts<br />
- OBSAAR bonded loan 95,227<br />
<strong>2008</strong> 2007<br />
Bank loans and draw downs on confirmed credit lines with a repayment period of more than one year 104,908 64,565<br />
Debts relating to financial leases 102,398 107,977<br />
Other financial debts 2,544<br />
Fair value of financial instruments 1,138<br />
Total non-current debts 303,671 175,086<br />
77
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ANNUAL REPORT <strong>2008</strong><br />
CHAIRMAN'S REPORT ON THE FUNCTIONING<br />
OF THE BOARD OF DIRECTORS AND ON INTERNAL CONTROL PROCEDURES<br />
In accordance with the provisions of Article L 225-37 of the<br />
French Commercial Code, the purpose of this report is<br />
to report on the conditions for preparing and organising<br />
the Board's work, and on the internal control procedures<br />
set up by the company.<br />
1<br />
Functioning of the Board<br />
of Directors and corporate governance<br />
General Management<br />
The Chairman of the Board of Directors organises and directs<br />
the Board of Directors' work, and reports on it to the General<br />
Meeting.<br />
In compliance with the provisions of Article L 225-51-1 of<br />
the French Commercial Code, the Board of Directors has<br />
decided not to dissociate the functions of Chairman and<br />
Managing Director.<br />
The General Management of the Company is therefore in<br />
the hands of the Chairman of the Board of Directors, Francis<br />
Lemor.<br />
Two Chief Executive Officers, Bernard Jolivet (who is also<br />
Vice Chairman) and Jean-Charles Fromage, assist the<br />
Chairman and Managing Director in the General Management<br />
of the Group.<br />
The Managing Director is invested with the widest powers<br />
to act on the Company's behalf in any circumstance. He<br />
exercises these powers within the limits of the company's<br />
objects, and under reserve of any powers specifically<br />
belonging to Shareholders' General Meetings and meetings<br />
of the Board of Directors.<br />
Composition of the Board of Directors<br />
The Board of Directors has fifteen members, of whom<br />
thirteen are individuals, and two are corporate entities.<br />
• Francis LEMOR, Chairman & Managing Director<br />
• Bernard JOLIVET, Vice Chairman, Chief Executive Officer<br />
• Jean-Charles FROMAGE, Chief Executive Officer<br />
• Gilles BOUTHILLIER<br />
• Henri BOUVATIER<br />
• Alain BREAU<br />
• Xavier du TERRAIL<br />
• Eric GIUILY<br />
• Christian GUILBERT<br />
• Emmanuel HAU<br />
• Robert de LAMBILLY<br />
• André NADIRAS<br />
• Dominique NOUVELLET<br />
• AGF Vie, represented by Pier RICHES<br />
• ATLANTIQUE PARTICIPATIONS, represented by François<br />
de COSNAC<br />
Board of Directors' rules of procedure<br />
The Board of Directors laid down an operational framework<br />
for itself by adopting formal rules of procedure at its meeting<br />
on 28 January 2009. Up till then the Board of Directors of<br />
STEF-TFE had followed a set of procedures which were<br />
solidly established, but had never been formally approved.<br />
STEF-TFE's rules of procedure organise an operational<br />
approach for the Board of Directors within the legislative<br />
and regulatory framework which is applicable to the<br />
Company. It determines the scope of responsibility of the<br />
Board of Directors and its members, the modus operandi of<br />
the Board of Directors, the Audit Committee and the<br />
Compensation and Appointments Committee, and a set of<br />
guidelines for Directors.<br />
It incorporates all the provisions of Decree n° <strong>2008</strong>-1278 of<br />
8 December <strong>2008</strong> relative to the composition and attributions<br />
of the Audit Committee.<br />
Since the meeting of the Board of Directors held after the<br />
Shareholders' General Meeting of 13 May 2009 will be<br />
required to appoint the members of the committees in<br />
accordance with internal regulations, these regulations will<br />
come into force as of that date.<br />
The Company's corporate governance code<br />
The internal regulations adopted are based on the<br />
current recommendations of the AFEP-MEDEF, and<br />
recommendations dated 6 October <strong>2008</strong>
CHAIRMAN’S REPORT<br />
concerning the remuneration of corporate officers of listed<br />
companies. These recommendations constitute the corporate<br />
governance code to which the company has chosen to refer<br />
for the purposes of compiling the present report on internal<br />
control, in accordance with the law of 3 July <strong>2008</strong>,<br />
transposing the EU directive 2006/46/CE of 14 June 2006<br />
into the French statute books.<br />
The Company has decided, however, to relinquish some of<br />
the recommendations made by the AFEP-MEDEF, which it<br />
did not deem appropriate and relevant to its organisation<br />
and operation, especially with regard to its shareholders'<br />
structure.<br />
The AFEP-MEDEF code recommends, for example, that the<br />
number of independent directors sitting on the Board of<br />
Directors must reach at least one third of the total in<br />
companies with inside shareholders. The Company has<br />
chosen to ensure that all shareholders are represented on<br />
its Board of Directors, balancing their interests carefully.<br />
Three Directors sitting on the Company's Board of Directors<br />
are independent as defined in the Bouton Report, and four<br />
are independent in the view of the Company itself. The<br />
Company considers, therefore, that the interests of all<br />
shareholders are fairly represented.<br />
The same principles govern the composition of the Financial<br />
Committees and Remuneration Committees, which must<br />
each have at least one independent Director. The Company<br />
considers that these principles meet the criteria for the<br />
independence and efficient functioning of these bodies. An<br />
examination of the composition and potential expansion of<br />
the role of the Financial Committee will consider its change<br />
to an Audit Committee, in compliance with the regulations<br />
of 8 December <strong>2008</strong>. Similarly, the role of the Remuneration<br />
Committee will be extended as described below.<br />
Directors hold office for six years, the maximum term<br />
allowed by law. Given the stability of its shareholder<br />
structure, the Company does not feel that a lesser term<br />
would be justified.<br />
The meeting of the Board of Directors of 10 December<br />
<strong>2008</strong> expressed an opinion on the AFEP-MEDEF<br />
ANNUAL REPORT <strong>2008</strong><br />
recommendations on the remuneration of corporate officers,<br />
and declared that it approved the recommendations in<br />
principle.<br />
The recommendation made in relation to the termination of<br />
the employment contract does not apply to the Chairman &<br />
Managing Director since the latter does not have an<br />
employment contract and is only compensated for the office<br />
held on the Board. The Chief Executive Officers are excluded<br />
from this particular recommendation.<br />
The Board of Directors found the termination bonuses<br />
paid to corporate officers, which were approved by the<br />
Shareholders' General Meeting, to be reasonable. The<br />
Directors declared that the remuneration policy for corporate<br />
officers was the result of a considered approach based on<br />
objective criteria and was consistent with the remuneration<br />
policy applied generally within the Group.<br />
PREPARATION AND ORGANISATION OF THE BOARD OF<br />
DIRECTORS' WORK<br />
1. Organisation of the Board of Directors' work<br />
The Chairman of the Board of Directors convenes the Board<br />
as often as he sees fit, in accordance with the Company's<br />
interests.<br />
The provisional calendar of the forthcoming year's meetings<br />
is established at the end of the previous year. Four meetings<br />
are scheduled, with any extra meetings optional, depending<br />
on any matters on which decisions may need to be made.<br />
Around two weeks before the meeting, Board members<br />
receive individual notice of each meeting of the Board of<br />
Directors, together with the agenda for the Board meeting<br />
and the draft minutes of the previous meeting. Shortly<br />
before each meeting of the Board of Directors (usually five<br />
clear days), a file containing documents covering the main<br />
items on the agenda is sent to each Board member.<br />
Each month, STEF-TFE's operating results for the previous<br />
month are sent to all Members of the Board, along with a<br />
memorandum containing the Chairman's comments.<br />
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The Board of Directors' rules of procedure and articles<br />
define in which circumstances Directors may take part in<br />
Board meetings by videoconference. Questions likely to be<br />
discussed and decisions taken by this form of participation<br />
are governed by the relevant legislative and regulatory texts.<br />
Board members' overall attendance rate at Board meetings<br />
in <strong>2008</strong> was 80%, identical to 2007.<br />
2. The Board of Directors' work<br />
The Board of Directors met on six occasions in <strong>2008</strong>, on 30<br />
January, 26 March, 14 May, 10 June, 27 August and 10<br />
December <strong>2008</strong>.<br />
The first of the scheduled meetings is traditionally held in<br />
late January / early February to consider the initial results<br />
from the previous year's reporting and elements of the<br />
budget for the current year.<br />
The meetings in March and at the end of August are mainly<br />
dedicated to the annual and half-yearly closure of accounts.<br />
In <strong>2008</strong>, the Board met exceptionally:<br />
• on 14 May, following the Shareholders' General Meeting,<br />
to decide whether to renew the mandate of the Vice-<br />
Chairman and Chief Executive Officer. It also decided the<br />
principles of a bond issue by STEF-TFE of around €100<br />
million in warrants to subscribe or acquire shares<br />
("OBSAAR").<br />
• on 10 June, in order to proceed with the issue of 100,000<br />
OBSAAR at a unit price of €1,000, on the condition<br />
precedent of approval by the Autorité des Marchés<br />
Financiers (AMF), maintaining the pre-emptive right,<br />
representing a bond issue of a nominal amount of<br />
€100,000,000, with delegation of powers to the Chairman<br />
and Managing Director to reduce the unit price of each<br />
warrant and to adjust their number accordingly within the<br />
limits of the bond issue.<br />
In december the Board considers the situation in relation to<br />
updated budget forecasting.<br />
At each meeting the Board analyses the situation arising<br />
from the previous month's reporting.<br />
The Board of Directors has set up two specialised Committees<br />
in its midst, in line with the principles of corporate governance.<br />
COMMITTEES OF THE BOARD OF DIRECTORS<br />
1. Financial Committee<br />
The Financial Committee comprises a representative from<br />
each of STEF-TFE's major shareholders (AGF and Investfroid),<br />
plus Emmanuel Hau, i.e. three persons, in addition to the<br />
STEF-TFE Vice Chairman and the Financial and Accounting<br />
Directors.<br />
The Committee meets before each meeting of the Board of<br />
Directors where analysis of the accounts is on the agenda,<br />
in order to receive and analyse the accounting and financial<br />
data that will be presented to the Board. If need be, the<br />
Statutory Auditors attend these meetings. The Financial<br />
Committee may convene any manager (e.g. finance,<br />
accounting, management control, audit) as it sees fit.<br />
During the course of 2009, in accordance with order<br />
no.<strong>2008</strong>-1278 of 8 December <strong>2008</strong>, the powers of the<br />
Financial Committee will gradually become those of an<br />
Audit Committee, and its role will be expanded to include<br />
internal control and risk analysis. It will include one<br />
independent member as defined by its regulations, who<br />
will be familiar with finance and accounting.<br />
2. Corporate Officer Compensation Committee<br />
This Committee, which is made up of Board members<br />
designated by the Board (Messrs Bouthillier, Bouvatier and<br />
Riches) is responsible for determining the compensation<br />
of the Chairman & Managing Director and the Chief<br />
Executive Officers. The Chairman & Managing Director<br />
joins the Committee for the process of determining the<br />
compensation of the Chief Executive Officers.<br />
During 2009, the role of this Committee will be expanded<br />
to include incentive schemes for shareholders, directors<br />
and staff, which were previously determined by a special<br />
committee, which has not sat since the last stock option<br />
allocation in 2003. In the event of a change of membership<br />
of the Board of Directors, the Compensation Committee<br />
will also determine the independence or otherwise<br />
of new directors.
CHAIRMAN’S REPORT<br />
RULES AND GUIDELINES FOR DETERMINING THE REMU-<br />
NERATION OF CORPORATE OFFICERS.<br />
The Board of Directors is responsible for determining the<br />
remuneration of the Company's corporate officers, on the<br />
advice of the Corporate Officer Compensation Committee.<br />
The Committee generally meets once a year (before the<br />
December meeting of the Board of Directors), to examine<br />
the constituent parts of corporate officers' remuneration.<br />
The members of the Committee determine the fixed and<br />
variable parts of corporate officers' remuneration. The<br />
Committee bases its decision on both qualitative and<br />
quantitative factors, using criteria determined by the Group's<br />
overall performance and objective elements of comparison.<br />
For the deferred compensation of the two Chief Executive<br />
Officers, and in order to comply with the provisions of article<br />
L.225-42-l of the French Commercial Code, which subjects<br />
the payment of deferred compensation to specific<br />
performance criteria, on 26 March <strong>2008</strong>, on the advice of<br />
the Compensation Committee, the Board of Directors of<br />
the Company decided to subject an extended notice period<br />
and the payout of a termination bonus greater than the<br />
normal redundancy payout to growth in revenues and<br />
consolidated operating profit of at least 3%.<br />
These commitments were approved by the Shareholders'<br />
General Meeting of 14 May <strong>2008</strong>, and the information<br />
concerning the remuneration of corporate officers is<br />
published in the management report of the Board of<br />
Directors.<br />
Participation in General Meetings<br />
Participation in General Meetings takes place under the<br />
conditions defined by French law and stipulated in Articles<br />
18 and 19 of the Company's articles of association.<br />
Statutory conditions relative to the company changing<br />
hands<br />
In accordance with legal requirements, it should be pointed<br />
out that the Company's articles of association do not<br />
contain stipulations whose effect would be to delay,<br />
postpone or prevent the company changing hands.<br />
2<br />
Internal control procedures<br />
ANNUAL REPORT <strong>2008</strong><br />
One of the objectives of the internal control system is to<br />
anticipate and control risks arising from the company's<br />
activity and risks of errors or fraud, in particular in terms of<br />
accounting and finance. As with any control system, there is<br />
no absolute guarantee of these risks being ruled out<br />
completely.<br />
The purpose of the internal control procedures implemented<br />
at STEF-TFE is:<br />
• firstly, to ensure that all management measures taken,<br />
operations implemented, and behaviour displayed by<br />
all staff, are in line with the policies defined for the<br />
company's activities by its statutory bodies, with all<br />
applicable laws and regulations, and with the company's<br />
own values, standards and house rules.<br />
• secondly, to check the reliability of all accounting, financial<br />
and management information.<br />
1. The internal control environment<br />
Internal Control covers all companies consolidated within<br />
the Group.<br />
By continuing to structure itself, the Group is able to<br />
reinforce internal control through more efficient steering of<br />
the business.<br />
In <strong>2008</strong>, for example, the Logistics Unit was totally<br />
restructured, with the result that the refrigerated warehousing<br />
activities and logistics services are now organised through<br />
twelve subsidiaries, belonging to a single holding company,<br />
STEF.<br />
STEF-TFE has therefore become a pure holding company,<br />
providing management services only. It controls STEF-TFE<br />
Transport (TFE's road transport and Tradimar) and STEF<br />
(the STEF network), in addition to the Maritime business<br />
(STIM d’Orbigny – CMN), Real Estate (Immostef) and<br />
Agrostar IT systems.<br />
Since 2007, the European Business Unit has been managing<br />
most of the business outside France.<br />
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ANNUAL REPORT <strong>2008</strong><br />
CHAIRMAN’S REPORT<br />
STEF-TFE's purpose in implementing these structural<br />
measures was to rationalise its modus operandi and increase<br />
synergy within each area of business.<br />
As a result, the STEF-TFE Group is organised by business<br />
unit (Transportation, Logistics and Maritime), by network<br />
(fresh produce, frozen produce, and seafood, within the<br />
Transportation Unit), by geographical zone, and by transversal<br />
function (real estate, information systems).<br />
Operational-type functions are generally decentralised, with<br />
a pyramid structure of sites/regions, and each site (or agency<br />
in the case of transportation) or group of sites is represented<br />
by a subsidiary.<br />
The support functions, however, such as legal and financial,<br />
are centralised.<br />
2. The players involved in internal control<br />
In this environment, internal control is organised through<br />
a division of roles and responsibilities among the following<br />
players.<br />
Executive Committee<br />
The Executive Committee is the main decision-making<br />
structure within the Group. It has twelve members, and it<br />
covers and supervises all the Group's functions. Apart from<br />
the Chairman & Managing Director and the two Chief<br />
Executive Officers, its members are the directors of each<br />
unit and the officers in charge of the main functions. It<br />
meets every month (except in August).<br />
It is the Group's decision-making and arbitrating body,<br />
especially as regards investments.<br />
Each of the Group's functions has a representative on the<br />
Executive Committee, and that person is responsible for<br />
ensuring that decisions, once adopted, are applied.<br />
General Management<br />
The main risks identified (operational, environmental,<br />
regulatory, financial and legal) are monitored regularly and<br />
checked by the Group's General Management.<br />
The Group's functional and operational departments<br />
In view of the closely regulated environment in which the<br />
Group operates, each management function is responsible<br />
on the ground for the implementation of statutory rules<br />
and regulations applying to its field.<br />
The scope of these management functions may be limited<br />
to a network (Transportation Operations Management for<br />
Transportation, and Logistics Management for Logistics) or<br />
refer to skills across the board (Technical Management—<br />
Real Estate, Technical Management—Vehicles, Purchasing<br />
Management, Legal Affairs and Insurance, Accounting,<br />
Auditing, Taxation, Human Resources, IT systems, etc. More<br />
precisely, the management functions below play specific<br />
roles in their own fields.<br />
Financial Management<br />
The Financial Management department ensures the reliability<br />
of the Group's accounting and financial information, handles<br />
its financial risk management and its financing policy, and<br />
monitors its objectives through the budgetary process.<br />
The Group's tax department coordinates its tax policy and<br />
assists its entities in all matters of a fiscal nature.<br />
Cash management is centralised in order to optimise<br />
management of cash surplus, reinforce cash flow control,<br />
and reduce the number of bank accounts.<br />
Group accounting comes under the authority of Financial<br />
Management.<br />
STEF-TFE Services, a dedicated company, is in charge of<br />
the accounting function for the entire Group and is also<br />
responsible for drawing up individual Group companies'<br />
accounts, and consolidating the Group's accounts.<br />
This structure was created in order to support the Group's<br />
growth, to structure and harmonise the accounting procedure<br />
for its operations, and to meet all obligations relative to the<br />
application of IFRS and to legislative and regulatory changes.<br />
The organisation in place is backed up by regional accounting<br />
centres, comprising qualified accountants who handle the<br />
operations leading up to the publishing of the accounts for the<br />
companies within their area. The Group now has the necessary<br />
structures in place to cover the accounting requirements<br />
of its various entities, across all its business segments.
CHAIRMAN’S REPORT<br />
These regional accounting centres also supervise the<br />
optimisation of information flows in both directions, in order<br />
to avoid redundancy and breakdown, and ensure that tasks<br />
are properly separated.<br />
The role of the accounting department at Group headquarters<br />
is to establish the appropriate directives to ensure<br />
that this function operates smoothly through procedures,<br />
regular meetings and work groups.<br />
This transversal organisation reinforces the independence of<br />
the function with respect to the operational management<br />
departments.<br />
Internal Audit<br />
Internal Audit's mission is to audit the subsidiaries, especially<br />
at the acquisition or during the integration process, but it also<br />
carries out transversal missions and specific missions at the<br />
request of General Management, to which it is directly<br />
attached.<br />
The department makes recommendations aimed at<br />
improving procedures, ensures that they are correctly<br />
implemented, and monitors their application over time.<br />
Through these missions, Internal Audit thereby helps to<br />
identify, assess and prevent risks.<br />
Other central functions<br />
Human Resources and the General Secretariat (Legal Affairs<br />
and Insurance) contribute to the legal certainty of the<br />
Group's operations and to the control of risks.<br />
Information system management also plays a major role in<br />
the Group's internal control, with the efficiency of the<br />
Group's core activities depending on the availability of<br />
reliable information within the appropriate timeframe.<br />
Information systems are therefore grouped together within<br />
a dedicated entity, Agrostar, which acts as a contracting<br />
party on behalf of STEF-TFE.<br />
The Group's external stakeholders<br />
The Group may decide to use external bodies to assist in<br />
appreciating a risk or in setting up the relevant<br />
procedure to handle it.<br />
3. Internal control procedures<br />
ANNUAL REPORT <strong>2008</strong><br />
3.a ) Procedures relative to the Group's main acts of<br />
management:<br />
Delegations of power<br />
A set of procedures, including delegations of powers or<br />
authorisations, have been set up on a Group level.<br />
Each director of a region or subsidiary has a general framework<br />
which defines their action, usually in the form of a<br />
formalised delegation of power. In organisational terms, the<br />
general manager of a network delegates the following<br />
powers to his regional managers and subsidiary managers:<br />
representation of the company, organisation of its technical,<br />
industrial and commercial resources, control of the<br />
application of regulations, management of employees,<br />
hygiene and safety. The limits of this delegation of powers,<br />
in terms of financial commitments, are degressive in<br />
proportion to the chain of delegation. However no delegation<br />
is conferred in areas such as buying and selling securities,<br />
shareholdings, or businesses, real estate operations, or<br />
loans and guarantees: all these remain the responsibility<br />
of Group General Management.<br />
To back up the delegation of responsibility, most of the<br />
internal procedures, whether they involve operational affairs<br />
(actual operation) or a functional aspect (e.g. accounting<br />
or insurance), are set out in handbooks which may be<br />
considered as standards for the network or function<br />
concerned (certification procedures).<br />
Alongside this operating mode, specific procedures apply<br />
to targeted operations.<br />
External growth operations<br />
Any acquisition project is subjected to an audit and a<br />
detailed review, as part of the due diligence. All the Group's<br />
support functions (e.g. legal, audit, finance, business<br />
segments, real estate) take part in the process and deliver<br />
a report which is then submitted to the Group's Executive<br />
Committee.<br />
Group investments<br />
Given the relative weight of the Group's real estate<br />
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ANNUAL REPORT <strong>2008</strong><br />
CHAIRMAN’S REPORT<br />
investments, any project involving the creation or extension<br />
of a platform or warehouse are only launched if there is<br />
an increase in demand or a specific demand from a<br />
customer. The definition of the investment programme is<br />
submitted for the approval of the Group's Executive<br />
Committee, which applies the appropriate arbitration.<br />
Validation of commercial offers / customer contracts<br />
Calls for tender are subjected to an analysis and then to<br />
an internal validation process which involves a series of<br />
successive stages from when the tender is received until<br />
the service is actually launched. The mechanism involves<br />
the participation of the relevant regional managements; the<br />
technical design department, if appropriate; and a project<br />
team which is assembled before the process is launched.<br />
The parameters of the tender are examined along with the<br />
resources and investments required, the inherent risks and<br />
their coverage, and the project's anticipated profitability.<br />
Accounting and financial processes<br />
The processing of accounting and financial information is<br />
harmonised, both in principle and in technical application,<br />
in line with the organisation described above under<br />
"Financial Management".<br />
The Group's accounts are consolidated at Group<br />
headquarters by the Group's accounting department, which<br />
works in close contact with the regional accounting and<br />
financial managers. Its role is both to gather and control<br />
information from all the Group's companies, and to ensure<br />
that it is then reprocessed in accordance with the Group's<br />
rules and with the relevant standards, and that the<br />
aggregation and internal eliminations have been effected,<br />
and then to draw up the consolidated financial statements.<br />
The entire process is managed with the aid of a software<br />
application which interfaces with the Group's accounting<br />
software. The consolidation team is also in charge of<br />
monitoring any changes in the IFRS and supplying the<br />
accounting managers with the right procedures and<br />
instructions to ensure the coherence of the consolidated<br />
statements as a whole.<br />
The Group's Internal Audit Department ensures that<br />
accounting procedures and legal requirements applicable<br />
to the accounting profession are complied with. Every<br />
regional administrative and accounting manager, in<br />
conjunction with the Audit Department, ensures that the<br />
organisation in place in their respective fields meets the<br />
requirements in terms of securisation and quality of<br />
financial information.<br />
As STEF-TFE uses system software (SAP), the audit<br />
department has access at all times to all accounting<br />
entries made in the various agencies and subsidiaries.<br />
It is thus able to study any accounting entry sampled at<br />
random, and carry out any consistency check.<br />
Budgetary control and reporting<br />
The budgetary process is conducted as follows: each<br />
department draws up its own budget and has it validated<br />
by General Management in November at the budgetary<br />
meetings. Budget forecasts are reviewed in the course<br />
of the year.<br />
Financial reporting takes place on the 15th of each<br />
month, and is communicated systematically to Executive<br />
C o m m i t t e e m e m b e r s i n t h e f o r m o f a d a s h b o a r d<br />
including the main monthly operational and financial<br />
indicators.<br />
Every month the Executive Committee analyses the<br />
reporting data.<br />
In addition the Group's operating results are sent every<br />
month to all Board members, in the form of cumulated<br />
monthly data.<br />
Legal control of the Group<br />
In legal terms, the Group comprises a majority of<br />
simplified corporations (société par action simplifiée, or<br />
SAS) for the operational structures and of partnerships<br />
(société en nom collectif, or SNC) for the real estate<br />
structures.<br />
In most cases, the corporate representatives of these<br />
structures are corporate entities. The management of
CHAIRMAN’S REPORT<br />
the subsidiaries, as legal entities, is the responsibility of the<br />
Group Legal Affairs Management at the registered head<br />
office.<br />
The incorporation of a new company is the exclusive remit<br />
of the Group's General Management.<br />
Any company act involving real estate or business assets<br />
(acquisition, disposal, or leasing to an independent manager)<br />
is the exclusive responsibility of the Legal Affairs Management,<br />
which takes its instructions solely from General<br />
Management.<br />
The internal procedures regarding the signature of purchase<br />
contracts and commercial contracts provide for a limited<br />
number of signatories, who are generally Executive<br />
Committee members. These contracts are validated by the<br />
Group's legal departments.<br />
Moreover, in terms of responsibility, the mechanisms used<br />
to determine areas of responsibility are dictated both by<br />
the current legislative and regulatory measures applicable to<br />
the profession, and by the specific clauses of the general<br />
conditions of service, applied across the Group. Depending<br />
on the case, these mechanisms make it possible to limit<br />
the company's responsibility to the amount of the service<br />
provided or merchandise declared.<br />
In general, the Group's Legal Department ensures that all<br />
these principles are applied, both across the board, through<br />
the implementation of framework conventions or procedures,<br />
and in particular cases, through the treatment of specific<br />
problems.<br />
Management of insurance programmes<br />
The Group centralises the management of its insurance<br />
programmes. The Group insurance department defines a<br />
strategy for coverage with General Management, negotiates<br />
the main policies, coordinates relations with brokers and<br />
insurance agents, and monitors the coherence of the process<br />
as a whole. So-called "master" insurance policies are in<br />
place for the main guarantees, such as operating losses<br />
and damages, civil liability as a company and civil liability<br />
for transported merchandise.<br />
ANNUAL REPORT <strong>2008</strong><br />
3.b ) Procedures relative to the Group's professional<br />
environment<br />
Quality and certification procedures<br />
Within its operating management, STEF -TFE has added the<br />
necessary in-house skills, resources and procedures for<br />
respecting its regulatory obligations and also preventing<br />
and detecting the risks inherent in its activities.<br />
For example, when it comes to respecting environmental<br />
standards, the surveys for real estate projects, independently<br />
of the application of legislation about environmental respect<br />
(ICP E) specific to classified buildings, also take environmental<br />
impact into account as defined in the AFILOG<br />
"sustainable logistical platform" charter and in the recommendations<br />
of the HQE ("High Environmental Quality")<br />
reference document.<br />
The safety of people also forms a central part of the Group's<br />
risk prevention focus, and a process to identify risks in this<br />
context has been written up in a single document which is<br />
monitored periodically during operating audits.<br />
In this field, an audit has been carried out to inspect the<br />
compliance of all Group facilities, in order to assess the risk<br />
of legionella. As part of the implementation of the European<br />
act introducing the Hygiene Package, training modules have<br />
been created and handbooks officially explaining "Good<br />
hygiene habits" have been given out to employees.<br />
The creation of a Hygiene, Safety, Environment (HSE)<br />
reference document<br />
In <strong>2008</strong> a project was launched to create a single HSE<br />
(Hygiene, Safety, Environment) reference document for the<br />
Group.<br />
Its purpose is to classify the appropriate legislative and the<br />
Group's practices by identified subject (e.g. berth equipment,<br />
technical facilities, traffic flow, personal safety, etc.).<br />
This reference document will be accessible, via the Group<br />
intranet, to all site managers, who will thereby be able to<br />
ensure the topicality of applicable standards, check<br />
instructions for using equipment, and carry out selfassessments<br />
of their own practices.<br />
97
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ANNUAL REPORT <strong>2008</strong><br />
CHAIRMAN’S REPORT<br />
The document should be fully operational for the identified<br />
themes by the end of 2009.<br />
4. Identification, prevention and internal control<br />
In <strong>2008</strong> the Group continued with the process of formalising<br />
a reference document for defining the key internal control<br />
structures in line with the AM F's January <strong>2008</strong><br />
recommendations regarding small and mid caps. A<br />
questionnaire was prepared and sent to the support<br />
functions, in order to identify any discrepancies between<br />
the internal control reference currently used by the Group,<br />
and the official AMF reference. This questionnaire is the<br />
first working document to be produced with a view to<br />
formalising the STEF-TFE Group 's reference.<br />
When the Company was preparing its reference document<br />
in 2007, it carried out a detailed study of its risks, to which<br />
a specific chapter of the Company's management report<br />
was devoted.<br />
5. Internal control monitoring<br />
The missions undertaken by the Audit Department in <strong>2008</strong><br />
were as follows:<br />
• Drafting of a handbook formalising the administrative<br />
processes of the Group's wholesale activity;<br />
• Pursual of targeted missions (review of organisational<br />
aspects – analysis of functions – analysis of process for<br />
computerised processing of operations, and in particular<br />
inventory management), work aiming to harmonise<br />
procedures for managing subcontractors, audit of the<br />
processing chain for transport disputes);<br />
• Finalisation of audit on the Purchasing function in France;<br />
• Completion of transversal audits, both in the Group's<br />
operational segments (e.g. audit of Transportation unit's<br />
road costs, review of modus operandi for inventory<br />
management) and in the monitoring of accounting and<br />
financial processes (e.g. processing of flows by type, audit<br />
of counter-reimbursement management);<br />
• Acquisition audits carried out as part of the Group's<br />
external growth plans.<br />
In order to meet the growing demands that exist in terms of<br />
internal control, from the point of view of both legislative<br />
changes and the Group's own development, the Audit<br />
Department was boosted by the addition of two auditors<br />
in <strong>2008</strong>.<br />
The Audit Department also trained incumbent members of<br />
the Group's Executive Committee in corporate management.<br />
Missions carried out in the first quarter of 2009 focused on<br />
the following areas:<br />
• The Internal Audit team took part, alongside Agrostar, the<br />
Group's subsidiary specialising in information systems,<br />
via the acquisition of an SAP-integrated tool, in a normalisation<br />
and securitisation process to control user access to<br />
SAP in a properly managed context. The goal was to<br />
ensure that internal control principles (e.g. aspects of task<br />
separation) were suitably mastered. The process is<br />
scheduled for roll-out in the first half of 2009;<br />
• Assessment of the reliability of the supplier process and<br />
the process for recording invoices and settlements;<br />
• Audit of the human resources function in the various<br />
business segments.<br />
6. The process for preparing and communicating<br />
accounting and financial information<br />
Responsibility for preparing and circulating financial<br />
information lies exclusively with General Management.<br />
Information of a financial nature is circulated after validation<br />
by the manager in charge of financial information.<br />
Closure of the annual and half-yearly accounts is followed<br />
by a press release whose content is validated by the Board<br />
of Directors. The annual accounts are certified by the external<br />
auditors, who carry out a limited examination of the halfyearly<br />
accounts.<br />
The Chairman (1)<br />
(1) Report submitted to the Company's Board of Directors at its<br />
meeting held on 26 March 2009.
100<br />
ANNUAL REPORT <strong>2008</strong><br />
For further information, please contact:<br />
Marie-Line Pesquidoux<br />
General Secretary<br />
e-mail: Marie-Line.Pesquidoux@stef-tfe.com<br />
Photography:<br />
D.R. STEF-TFE, PETER CORREZ, GAUTHIER FLEURI, B.Y. LEGLATIN,<br />
DELESSARD, R. POIROT,<br />
G. Zibell, Getty/Joss Mind.<br />
Magnum Agency: P. Zachmann, H. Gruyaert.<br />
Group photo: Agence Visavu, J.P. Glatigny<br />
Photo Fotolia.<br />
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Public limited company with share capital of € 13.515.649<br />
Head office: 93, boulevard Malesherbes, 75008 Paris<br />
999 990 005 RCS PARIS<br />
Tel: 01 40 74 28 28 - Fax: 01 45 63 97 33<br />
www.stef-tfe.com