Rexel S.A. (EPA:RXL)
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Sep 25, 2026, 5:35 PM CET
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AGM 2020

Jun 25, 2020

François Henrot
Deputy Chair and Lead Independent Director, Rexel

Good morning, ladies and gentlemen. I am François Henrot, Deputy Chair and Lead Independent Director of the Board of Directors of Rexel. In the current context that you are familiar with, of the health crisis, and in order to meet the requirements of the health authorities and to protect the health of our shareholders and employees, as we have all been doing, the board of directors has decided, exceptionally, to hold this shareholders' meeting without the physical presence of shareholders in application of Article Four of Ordinance Number 2020-321 of the 25th of March 2020. As a result, the only people present by my side are Patrick Bérard, Director General of the group, Laurent Delabarre, Financial Director of the group, and to my left, Sébastien Thierry, General Secretary of the group and Secretary to the Board of Directors. I hereby declare this meeting open.

We must now first designate the members of the meeting bureau in the absence today of Ian Meakins, who is the Chair of the Board of Directors. I will be fulfilling the role of President by virtue of Article 29 of the statutes. In application of Article Eight of Decree 2020-418 of the 10th of April, the Board of Directors has appointed the following people as tellers: Laurent Delabarre, Financial Director, and Patrick Bérard, the Director General of the group, also a shareholder. Both of those are shareholders. Sébastien Thierry will fulfill the role of secretary, as he has done every year. In light of the health crisis, we have asked shareholders to vote remotely ahead of time before this meeting. I would like to thank them for doing so.

The attendance sheet allows us to confirm that we have met the quorum of one-fifth of shareholders with voting rights for the ordinary part of the meeting, and the quorum of one-quarter of shareholders with voting rights for the extraordinary part of the meeting. The shareholders who have signed the attendance sheet together made up 252,047,137 shares, making up 83.33% of shareholders with voting rights. I would like to thank them for their participation in this rather unusual process. I think it is probably unprecedented in the CAC 40, and certainly for our annual shareholders meeting. All of the legally required documents have been deposited at the meeting bureau. They are available for shareholders at our headquarters, and they are also available online at the Rexel website. Obviously, this has been done within the legal and regulatory requirements.

In order to maintain simplicity, we are not going to read the entirety of the report, the annual accounts, and the consolidated accounts of 2019. We will not be reading either the report of the Board of Directors on allocated stock and stock options or the detailed explanation of the draft resolutions. I want to hand over to Laurent Delabarre, Financial Director, in order to present the auditors' account. Let me remind you also that the shareholders' meeting has been convened in order to deliberate on the agenda that featured in the meeting notice in the official bulletin, specifically pages 53 and 55. No draft resolution or item that has not been part of the agenda was submitted by shareholders. I am going to hand over to you, Patrick Bérard, Director General of the group, after this jingle.

Patrick Bérard
CEO, Rexel

Thank you very much, François. Good morning, ladies and gentlemen. Let me say that in this very unusual situation that we find ourselves in, not just the annual shareholders meeting, but the overall context of COVID, which is without precedent, I think one thing has prevailed and really come to the fore, that is the health and safety of our 26,000 employees. This is our priority every day because these employees allow our Group to continue operating every day. They have allowed the Group to never stop working. It has allowed our customers to always have access to their products across the territory at all times. I want to thank them. I want to hail their efforts. There are a lot of efforts still to be done.

There are a lot of changes that are still coming, and we have to do this with the right attitude. We know that this is a unique time, and this is a time for you to be proud of this company and of all of the efforts of all of our employees. The key activities from our logistics centers to our branches have remained fully operational throughout this period. When we saw this crisis hit Europe, we actually anticipated this in the United States. Even before the crisis hit the U.S., we had a modus operandi in place in order to protect employees, to protect the company, because there was inevitably going to be a fall in activity. On one side, there is the health side of things. There is also the economic side, and everything happened in a very short timeframe with maximum efficiency.

Your company has made it through the beginning of this crisis, which is the health part. We have had throughout this period to change a number of things. We have shown an enormous capacity of adaptation. In a very short time, we were able to get our teams working remotely. We had to ensure that the right people had access to the right tools and that we were operational. At the same time, if you look at page six, things changed in just a matter of days. On the one hand, we were dealing with different customers. It was no longer an installer, but a company working with maintenance. We were building hospitals, data centers, and so on, rather than our habitual customers. Different countries, different suppliers didn't have the same mix of products available to them. Obviously for human resources, it has been an enormous challenge.

Physical presence disappeared and the needs for telephone activity became absolutely essential. We had to adapt very quickly. We were also confronted with difficulties in supply, specifically, a number of products. Our supplies were no longer available, and we had to find alternatives. This worked. This is indeed the role of distributors. We've also had to adapt to many transitions with a lot of digital solutions, a lot of telephone orders. These were the only ways for our customers to reach us and to reach our products, and similarly for us, with our suppliers. We were able to do this very quickly, including our shareholders, and this process of adaptation is continuing.

We also experienced a fall in demand. As you will see shortly, a number of countries in Europe have had stable sales, whereas other countries have seen a fall in demand of up to 60% in sales. In some countries, we've also seen that the impacts have been very different from one region to another. Very different impact in Italy, between the north and the south, also in Sweden and also in the U.S., where the virus spread in a differentiated way. We had to become organized to continue meeting our customers' needs, while covering the human resources aspect needs flows within another dimension. The crisis has also shown that distributors fulfill a fundamental role in order to maintain activity. Many countries have asked us to continue our activity in order to maintain access to vital centers for electrical products.

We have been able to take the pulse of our customers and the markets at all times, and we know what this was and what it is as a result. Thanks to this, we have reinforced collaboration with our suppliers. On the next slide, you will see the pretty much typical development of the crisis week after week. These are average figures week by week across Europe. There are variations from country to country, but essentially, the overall shape of the curve is the same. The current situation is more or less this with different amplitudes depending on the geographical region. We can see very clearly this sudden fall, the sudden decline with a bounce back, but not quite yet to pre-crisis levels.

If you look at week 11, 12, Italy, I will leave China aside for the moment, Italy, France, Spain, and then spread to other parts of the world. Since mid-April, the situation has started to improve very gradually. This has been helped by the end of lockdown measures in a number of countries. We're all experiencing this in our lives, but very difficult to get back to building sites. Only partial returns to factories and only relative measures in a number of activity areas. I could only mention theaters, bars, restaurants, and so on, who are also consumers of electrical products, as you well know. I'm here to tell you that your company has shown that it is able to react. It is very agile. We have been able to maintain our activity to secure continuity in the face of a crisis of this magnitude.

Very quickly, we focused on managing costs, also on managing cash flows and generating cash flows. We had to ensure that, not yet knowing what the central banks were going to do, we decided to protect the group with a liquidity-based approach and daily tracking of the financial health of our customers and their ability to pay us. We have suspended investment projects on a case-by-case basis, we made a proposal to the board of directors suggesting that they renounce their dividends. We have been also very selective and very active in managing our operational expenses. There has been a reduction, 27% of salary costs and salary benefits. In some cases, this has been even lower than that. At the same time, we did not want your company to suffer long-term from a structural handicap, and therefore we did not close any branches.

This is very different to other crises that we may have lived through. We decided not to compromise on our ambitions in the area of digital transformation. Networks and digital have been entirely protected with staffing dimensions being taken into account, but they have been protected. The structure is there. All of the essential services are maintained, and we are focusing on reducing expenditure so that we can get our margins back up. That is the current situation. I didn't want to go on for too long on this point. Each quarter, every half year, we do comment to the financial markets, and we will be explaining how we will be managing this return to activity. I think it will be a drawn-out process. We are seeing levels rise to more normal levels, and we will see how we develop from one phase to the next.

This shareholders' meeting is really about 2019. Let me open the chapter on 2019, where we did have a number of successes. Thanks to these successes, we have been able to live through the COVID crisis in the best possible way. We have been able to come through this crisis in a robust way. In 2019, things were rather more complicated as well. On slide 10, I'm not trying to pat myself on the back, but the goals for 2019 were achieved in a very volatile environment. There was a trade war between the U.S. and China, and it did have repercussions on Europe. There were issues relating to Brexit. For years, there have been questions about Europe and Great Britain, and this explains some of the sluggishness in the U.K. side.

The shift in the economic model that began in 2017 has been reinforced considerably because we are now developing organic growth. We had an excellent year last year through acquisition of customers. This client base has allowed us to be in a very stronger position to have a stronger basis to come through the crisis. Higher sales, acceleration in value, and I would have been delighted to say, I should have been delighted to say that we had EUR 1 billion in organic sales generated since 2016 if this giant eraser hadn't come along to rub it all out in the form of COVID. These are now clients that will be part of our client portfolio, and they are here with us for the future. We were able to develop a two-figure growth in profits by share since 2016.

This is what we have been working towards year after year. Thanks to these efforts, and also to continuous improvement of the debt ratio, we have generated very solid cash flows. You can see all of the successes of last year have provided a foundation of resilience to help us through this crisis. All of the investments that we have made that may have weighed on some of the decisions have made, for example, Rexel being more focused on data, on figures, on gathering data and using this data. All of this digital investment in 2018 and 2019. Essentially gathering this data and using it to power algorithms, and being even more responsive and reactive really came into their own at the time of the COVID crisis. Really, our successes in 2019 are real solid foundation for your company in the future.

There is also a very active management of our portfolio because at the end of the year, at the end of December, we reached an agreement on the disposal of Gexpro Services in the U.S. as it was not considered strategic. We are delighted that this happened before the market became even more complicated. These are the goals that we achieved in 2019 in terms of sales, +1.4%, adjusted EBITDA, +5.1%, recurrent net income, +7.5% with EUR 341 million. Gross margin, which continues to increase by +36 basis points. The adjusted EBITDA margin up 5%, and debt ratio, which has fallen. We have achieved a 2.47 is the ratio before the disposal of Gexpro Services, which really was part of our performance. This has been our performance in our operational matters last year.

Once again, we have the financial results that demonstrate this, and I thank all of our teams for their contribution to this. Is this a unique element? No. Our results also reflect the proper execution of our strategic plan in its first three years, with an increase in sales for the same number of days, year after year, continuously increasing since the end of 2016, right up until the end of 2019. We have an adjusted EBITDA that has also been constantly increasing as well. A recurrent net income reaching EUR 341 million over this period. For value creation, return on capital employed and the return on WACC. The adjusted EBITDA margin, which has also reached 5%. Again, as I was saying, an improvement in the debt ratio, which continues to fall as you can see.

It would be lower still if we included within that the sale of Gexpro Services. The figures, I think, speak for themselves. I want to highlight that the strategic plan has been properly executed, and there are many signs of value creation for the future. We have no regrets about what we have done. It has allowed us to come through this crisis and to bounce back, to be in a better position to bounce back after the crisis. In terms of our transformation now, this has become even stronger since the 31st of January, because these are the figures for 2019. Digital sales in 2019, once again, represented EUR 2.4 million, so being roughly 18% of our overall sales. This is an increase of almost 13%.

The number of connected clients is increasing, and at the same time, what they are buying online is also increasing. There is a double effect, and this shows that there is greater customer loyalty in this way, notably thanks to contact with them, but also thanks to the tools that are being made available to them, which is focused on increasing the organic growth that we have with them. Just focusing on France, for example, the proportion of digital sales per French connected client, has increased by 41%. In North America, 22% of our sales are online and 80% in Europe, and 70% of our European sales are followed up using a track and trace. We are clearly in a dynamic. I'm not going to mention all of the figures here.

There is a lot of information here, but it shows that we are at a point of acceleration. The investment that we have done thanks to you and the investment we have made for your company is really producing results in the long term. We have these platforms in the U.S. and in Europe. I think that they have been very resilient and very robust throughout this crisis. I think, once again, we made the investment at the right time. I won't go on for too long on this point, but before I hand over to Laurent, I would like to tell you that you have a company that is equipped with the tools necessary to come through difficult periods. 2019 was a year in which we built this foundation to overcome the first wave of the COVID crisis.

Laurent, I am now going to hand over to you for the financial results.

Laurent Delabarre
Group CFO, Rexel

Thank you very much, Patrick. Good morning, everybody. I'll start with slide 16 concerning sales for 2019. Our sales have increased to EUR 13.7 billion in 2019, an increase of 2.8% in reported data and 1.4% in comparable data, and on a constant and same day basis. Restated with the closures of the branches in Germany and Spain, the increase on the constant and same day basis is 2.4%. The calendar impact is neutral for the year, and the scope impact is negative by 0.4%, resulting from the disposal at the end of 2018 of our non-industrial business in China. As you can see on the right-hand side of the slide, since the beginning of 2017, Rexel has posted an increase of more than EUR 1 billion in sales on an organic basis, with a contribution of our three geographical areas.

It's a significant figure, comparable with our business in Canada. Now, on the following slide, 17, it concerns each of our main geographical areas, the increase of our sales on a like-for-like basis and on a constant and same day basis. We post a 1.4% increase. Let's start with Europe, top and right-hand side of the slide, 53% of 2019 turnover. Sales have decreased by 0.2% on a like-for-like basis, and on a constant and same day basis. France represents more than one-third of our sales in Europe, and has sales increasing by 3.3% over the whole year. We have taken advantage of the market recovery, particularly residential and industrial market, and gained back market shares in the second half of the year. Because of the reorganization in Germany and the United Kingdom, sales have decreased respectively by -16.8% and -8.4%.

We also have a steep sales increase in other European countries. For instance, in Benelux, a 10.6% increase. Let's move over to North America, which has been a growth driver in the group, with 38% of our sales in 2019. The United States have been progressing by 3.7% in 2019, thanks to initiatives that have been started three years ago and are paying off. This includes the improvement of our customer service, and a more wide-ranging offer of products. This strong increase can be also accounted for by the rollout of our regionalization strategy and the opening of 57 new agencies since 2017. In Asia-Pacific, the sales of the group have represented 9% in 2019, and the situation has improved, particularly in Asia, where sales increase have been 2.5%. Concerning China, where the situation is quite buoyant. Let's move over to our income statement on slide 18.

The gross margin has been EUR 3.4 billion. That is to say, 25% of the sales, representing an increase of 36 basis points compared to 2018, particularly thanks to Europe and North America. Our sales and administration costs, including amortization, represent 20% of our sales. That is to say, an increase or a change of -18 basis points compared to 2018, which can be accounted for by investment in growth, and particularly our digital transformation, which has an impact on our profitability by 25 basis points. In value, our adjusted base EBITDA has increased to EUR 685.1 million in 2019, which is a 5.1% increase. On slide 19, we review the lower part of our income statement. Let's start with our adjusted EBITDA, EUR 685.1 million, and 5.1% increase. The reported EBITDA is at EUR 677.5 million, an increase of 7.1% thanks to a positive exchange impact.

The other income and expenditures have been posted at EUR 176.8 million, including reorganizing costs for EUR 32.6 million, particularly for Germany, Spain, and the United Kingdom, and the U.S., and also, we include impairment of assets related to the disposal of Gexpro Services and the export business in Spain. For 2020, we have posted a lower interest rate at 2.6% because of our various refinancing operations. We've also posted a tax decrease on our income at EUR 117.3 million, with an effective tax rate at 36.5%. This has been impacted by the non-deductibility of our goodwill depreciations and impairment of assets. It has been offset by our tax provision reversal at EUR 29.5 million. Net recurring income has increased to 50.3% at EUR 203.8 million, and net recurring income has increased to EUR 341.2 million, a 7.5% increase. On slide number 20, we can see our free cash flow.

We can see that the working capital requirement has been set at 12.6% of the sales, compared versus 13% in 2018, thanks to a better and more stable inventory situation. Consequently, our EBITDA, after leases, in free cash flow before interest and taxes, has been set at 62.5%. The net operational investments have increased to EUR 116.5 million with an investment sales ratio of about 0.9%, and 62% of this concerns IT and digital. Our debt net has been reduced to EUR 68.8 million at EUR 1.95 billion. Consequently, our debt ratio on EBITDA after deduction of leases was at a 2.47 times on the 31st of December 2009. It's a 20 basis point decrease versus 2018. Now, I would like to make a few comments on the consolidated financial statement of the Rexel Group.

The operating expenditures have increased or have been set at EUR 30.1 million, which is an increase versus last year. 2019 includes costs of services given by Rexel Développement, which had not been invoiced previously. The financial income corresponds to a net expenditure of EUR -44.9 million versus EUR -19.3 million in 2018. The difference can be accounted by an early reimbursement premium of bond issues for 2019 of EUR -16.9 million. The corporate tax has represented EUR 58.1 million. According to a tax integration agreement, Rexel pays the taxes owed by the integrated group, or the whole group. Each French subsidiary bears the tax burden on the company, calculated on the basis of its own income. Consequently, the net income for the Rexel as a company in 2019 has been a loss of EUR -14.5 million. Turnover or sales in the first quarter is EUR 2.2 billion.

It's a 2.3% decrease, and it has been impacted by the COVID-19 pandemic, which has started mid-March. Organic growth of sales on a same-day basis have been impacted by a negative copper impact, -0.4%, with lower copper prices of 6% in EUR and 9% in USD. The scope effect had an impact of -0.6% on the growth of sales, which can be accounted by the deconsolidation of Gexpro Services on the 23rd of February. Let me remind you of the fact that Gexpro Services has had an annual turnover of approximately $260 million with a profitability which is above the average profitability in the country.

If we look at our performances according to each region, sales have diminished by 1.5% in Europe, in North America, a 4.8% decrease, and in Asia Pacific, -8.3%, reflecting the business of China, because COVID-19 has started in China earlier than in other regions. Slide number 25, where we review more closely our sales in the first quarter, when we have a breakdown between the month of February and March, and details about the most recent trends in order to illustrate the impact of this pandemic on our business in different locations. As you can see on the slide, Rexel had a strong beginning of the year, with an increase in sales by 0.9% up to February, and even restated sales of 2% in China. In March and April, of course, the situation has changed considerably, particularly as of the second part of March with the various lockdown measures.

During the 13th week, which has begun on the 23rd of March, the sales on a constant day basis have decreased by 27.8%, and during the first fortnight of April, most the sales have decreased by 27.7%, most of Europe and the U.S. being locked down. Europe has had a decrease of 37% during the two first week of April. There was a better resilience in North America, only 21.5% decrease. Asia Pacific has a 0.4% decrease, thanks to a slight turnover in China and a good resilience in Australia. At this point in time, we have no visibility for the future. We have taken all the measures possible in order to adjust to this situation, and we'll show that to you in the next few slides.

Once the business continuity plan has been set up, the priority has been given to the cost management in order to adjust to a lower sales situation, as you can see on slide number 26. I would like to talk about the breakdown of expenditures. First of all, flexible costs representing about 53% of our cost base. This includes wages and related benefits. They have become flexible, thanks to the various government measures concerning part-time unemployment. Variable costs, representing 25% of total costs and including the sales forces fees and the delivery and transport costs. Fixed costs representing about 18% of our operating expenditures, including leases and expenditures for the buildings, IT costs, and communication networks costs, which is of course indispensable for our company operation.

In order to adapt our operating expenditures to this unprecedented sales decrease, we have reduced by 27% the wages and related benefits in April, thanks to the use of partial unemployment in Europe, and the more increased flexibility in North America, and particularly temporary layoffs and unpaid leaves. We've also postponed salary increases in China, for instance, and reduced the overall costs and travel expenses. Of course, I would like to add that our managing director and the members of the board of directors have reduced their compensation by 20% as of the month of April. I would like to conclude with slide 27 with our debt calendar. We have no liquidity problem. On the 31st of March, we had EUR 1.13 billion in liquidities, including available cash flow for free cash flow, including part drawing at the end of March of a credit line amounting to EUR 550 million.

As you have been able to read that in our statement press release yesterday, we have carried out an early reimbursement of this cash flow line of EUR 550 million, which had been drawn on a preventive basis. This reflects a good cash flow generation and a turnaround of the business since the lowest price. This graph shows that we have no short-term maturity concerning our bonds or obligations. We have no significant reimbursement to carry out before 2024, thanks to the refinancing that we have carried out in 2017 and in March 2019. You can see that we have programs in eight countries with the terms and conditions going up to 2020 and 2022. As you know, for each program, we have to reload our securitization conduits. Each month, we have new receivables.

We have enough finance and liquidities in order to take into account this temporary decrease of activity. I think I would like to add that the board of directors have canceled its proposal to pay out dividend for the 2019 financial year. This will strengthen the group liquidity, thinks that in this capacity, the equivalent of EUR 145 million would've been paid in July 2020. I would like to give the floor back to Patrick Bérard in order to explain our priority and action plans by 2020.

Patrick Bérard
CEO, Rexel

The priority action. Our actions and priorities for 2020 rest on a solid long-term market. Everything that is happening at the moment is just reinforcing these long-term trends, which is greater use of electrical equipment for different reasons. There is going to be a strengthening of everything that we are seeing at the moment in financial markets, is going to reinforce the need for efficiency, for energy efficiency, for storing information, for using information, a need to connect objects in order to improve the overall energy usage of private buildings, public buildings, technical installations, and so on and so forth. In this, we have an underlying long-term trend underpinning this market that is going to make it a wealthier market in terms of solutions, because we will have to continue working on energy efficiency.

I should say also that energy efficiency also means greater usage of electricity to overcome problems linked to CO2. This is the second point. We're going to be using more electricity in order to reduce greenhouse gas emissions, and there will be new markets. We always talk about electric vehicles, but there is also the production of electricity with solar panels and wind energy in order to reduce our carbon footprint and in order to, we hope, even though we've seen this spike in some countries, notably in Germany, with solar panels, for example, but there will be an even greater move in this direction, I think, in the future. What we have seen is the first wave will become standard in the future and will become an underpinning trend of much greater import. There are standards, safety standards.

Electricity is something that is potentially quite dangerous. There are increasing requirements with standards. There are many different kinds of uses. There are greater diversity in terms of needs in order to meet this demand, through professionals. Because of these new standards, there's going to be a greater need, there's going to be greater know-how and greater specialization. There are a number of things relating to the adoption of solutions. There were components that were very expensive, were quite rare, that are becoming cheaper and mean that we can now offer complete solutions. For this, you have to have professionals. Professionals for design, professionals to recommend them, and to distribute them in order to ensure that their usage is far more wide scale. Once again, the goal is to move away from carbon emissions.

We see this growing amplitude, and this will certainly be propelled by the current crisis. This will be supported by the Green Deal, which will create a more sustained undercurrent demand for these new solutions. 2020 is the first of these years. We did see a little bit of this beforehand. This would have been true if we'd held our annual shareholders meeting earlier, but I think it is still valid and actually even reinforced. Rexel is going through this transformation and has been since 2016. In 2019, I would say we ended a phase of this transformation, which was the corrective phase, which we could perform, of correcting and adapting this strategy, no longer about acquisitions, but for organic growth, more customers, more references, reorganization of the sales force, relationship with the U.S. and with our customers being organized by market and segment.

There are, of course, still things to do. We're now up and running. Previously, what was very much in an embryonic phase is now going to be really the foundation. This you can see at the top of this chart. The time spent improving performance, this existing foundation now can be built upon with digitalization, with robotization, with rebuilding our relationship with our customers in a multi-criteria fashion, multi-channel access to the markets. Increasingly, this will be guided by data. The foundation of data internally, externally, and the use of this data together with external stakeholders, together with also improvement of service and our ability to foresee what is happening. All of this, despite COVID, is essential in adapting our resources and our investment to what is happening in the market and all of these changes that we're experiencing, as I explained earlier.

Of course, there is an added dimension that can only be done with digitalization, which is personalization of the service. As we overcome this challenge and move forward as a company that is more agile, we can be much more responsive. You can see here, these are the two elements of our strategy. I think recent events confirm how pertinent these are. We have to continue going out to get all of the factors in our performance. We also need to reinforce all of the parts of this transformation. If you look at this slide from 2017 to 2020, we have gone from a logistics actor, rather being a logistician, a bit larger logistician, to a player with sales force. That was 2016 to 2017.

Actually, your company today has a different economic model, one that is based on the customer relationship with enriched solutions. Every customer has its own login, has different ways of accessing and reaching Rexel. There is a digital transformation that is now beginning to have an impact on productivity and also on stickiness on this customer relationship that is much closer, much more intense, and happens almost effortlessly. Also, we have a relationship with suppliers that has greater added value. This is essential because in the overall economic chain, we are situated between our customers, so greater adhesion and greater loyalty, and also strengthening with our suppliers because they see distributors as a key driver of access to new markets, access to solution, their potential for digitization through IoT, et cetera.

We are now situated in a new economic model, and focused on organic growth through these new products, new solutions, and these new internal solutions that allow us to move much more quickly. We had to do this in order to get on the train of these favorable long-term trends. Transformation, of course, relies on work done in the past. We had to structure the data. The data is being enriched every day, the products, their descriptions, their usage, the standards that are applied, and a product can have hundreds of components in terms of data. Obviously, our databases, our product databases, our customer databases are overflowing, if you like, with information.

We have structured this in Europe and in North America, which means that we can have a reading of margins on a daily basis, depths of our sales mix, very fine-grained information and data across the network. Overall, operational management has improved and little by little is going to be deployed in all countries. This is the foundation. We have lots of different tools that we use for this. That's data. We have transactions between individuals. That is important. The role of the individual is important, but obviously this is here to enrich the transaction. It can be done on the web, on EDI, but it is accompanied also by a lot of choices for the customer. For customers, when they choose Rexel, it's track and trace. It means having the benefits of digitization.

If you send an email, a robot is going to transform this email into EDI. That's what it means, the digital invoicing. Our customers can have a safe with us if they want. There is a very strong digital relationship with the customers that is transparent, effortless, seamless. I think this is one of the key items, the key elements of the future that is often hidden. It is really essential, but it is so often tucked away and not visible. Of course, we have to look to the future. We have developed artificial intelligence modules in what we call churn, where customers are having second thoughts about staying with us, where some change has to be implemented.

What we need to do in order not to lose a sale, how can we anticipate pricing, the availability, willingness to buy more expensive products, the higher performance products, the needs for credit, and so on, if we can adapt to customers' needs for financing and so on. Obviously, what we call NBO, the next best offer. This is the predictive side, how we can be helped by algorithms so that we have the right sale at the right time, that we have, thanks to the history, thanks to the track record, thanks to data, we can use fewer resources and have predictive information. That's what I wanted to say. I wanted to explain this to you a little bit because it's not always obvious what this means.

This is the confirmation of our ambitions with the ingredients for the future that is very much focused on this digital transformation. That's what I wanted to say. Again, for 2020, our priority actions, health and safety of our customers and our employees is an absolute priority. We are respecting the social distancing in branches. Of course, we need to be in strong physical and financial health, and this is the case also for our customers and our employees. In order to better understand how we can offer greater added value, this is continuing. We are trying to ensure as far as possible a continuation of our activity. We will be giving priority to liquidity, as Laurent was explaining. This is already the case. We want to protect the company.

We have to continuously focus on our operating costs and on managing cash flow, reducing fixed costs, ensuring things can be variable, and systematically make all of our tools digital. It's no longer a case of creating a sum of local endeavors, but something that is far more connected. To be quite honest with you, in terms of the future, given this context, there is very little visibility as to what is going to happen in the future. We have suspended our objectives for 2020 in terms of budget on the 25th of March. We did this for three months. We are now revising our objectives, our goals every six months. Really, we want to use our vital resources, and our objectives will be rather short-term, so that we can see how we're doing in relation to market demands.

I would like to thank the board for deciding to give up their dividend in order to secure the company as it moves through this difficult phase, given the lack of precision that we have as to how long it's going to last and what the magnitude of its impact is truly going to be. We continue to be focused on our activity and maintaining this. That's it for the outlook for 2020, I believe. There is another area which is very important to us. It is important to us because regardless of the overall situation, at the end of the day, we are a company that really is everywhere, in all four corners of the Earth. It is experiencing these social impacts directly, be it here or in the U.S. This important issue is actually corporate responsibility. It is a shared responsibility.

It is no longer just a topic, but really a way of life. Recent events are highlighting this even more. We have to act in an ethical way. We must act with integrity as a company. This is something that has to be reinforced every day with individuals through training, in-house, and as everything unfolds around us. We have to involve and accompany our employees in the corporate strategy. Alongside this, there is social responsibility. It has a number of different facets: inclusion, diversity, the number of workers that can benefit from training through a vast continuous training program. We have used the COVID period to train up and upskill our workers. Generational mix as well. Younger generations want to use new tools, digital tools, AI. We have our sales force that want to use CRM. They're able to track their own efficiency in the Power BI.

Actually, the resonance with what is happening around them, working towards reducing CO2. It's no longer a car that attracts a sales rep, but it's the overall image of a company that attracts talent, and this is important as well. Obviously, there is also a commitment to climate. There's another commitment, which is the acceleration of what we can do for climate. Here we have a very important role to play to strengthen this internally, but also across the whole sector that we serve. Similarly, we will also be promoting a number of responsible practices in our value chain. This is based on a relationship of trust with our customers, with our suppliers. We want to create value for our clients and obviously encourage and enhance energy progress.

From the moment workers join us throughout their training, through management of the company, through diversity, we are at the heart of all of these topics. It's the sort of alchemy that takes place. We are asked to measure ourselves. I think beyond our 26,000 employees, you have the continuous improvement of the environmental performance of the group. Far outreached, in fact, we have surpassed our environmental goals. The goals measured of the science-based targets that were set in 2019, there were two targets, reducing by 35% our greenhouse gas emissions linked to internal consumption compared to 2016. 35% by 2030. 45% of carbon intensity by 2030. This goes beyond our own individual behavior, because 45% of all of the products sold by 2030, this relates to our offers, the products that are available in stock. Otherwise, this cannot happen.

We will be playing a fundamental role in achieving these goals. I signed an open letter with a number of other French companies, calling for the environment to be put at the heart of the work towards restarting the economy. This has to go through the offer and sales target. The last pillar, as we said, promoting responsible practices. We have a vigilance plan with 167 suppliers, with environmental, ethical, and social criteria. That, I hope, is a strong illustration of everything that we are doing. Corporate responsibility is on page 38 in your booklets. Well, what does it mean? There is a little guide that appears across the whole network, and very quickly this was set up. They worked overnight, through the night, across the weekend, to set this up.

Even though we were still reeling from the shock, we were putting in place what was necessary, digital processes, the markings, the signage, the masks, using drive where we possibly could in front of our branches, in parking spaces, obviously using remote contact and telephone as far as possible to try and prevent the spread. Some people say, going into a branch these days sort of feels like you're walking into a hospital, but we maintain a sense of conviviality through calls and video conferences. We will be able to bring in the human warmth, the joy of human company, despite this, while, of course, maintaining health and safety restrictions, and social distancing measures. Having said this, we have to measure our performance. As you know, our performance has been recognized by whom?

Obviously, we agree to be measured by a number of bodies that are recognized themselves on the market. We also use extra financial ratings agencies. You have here a chart representing our progress from 2012 to 2019. This has been recognized, and we hope that we will continue to do this. We will continue to do this. We have now our science-based targets, which now is becoming a further benchmark, another tool for measurement. Something else that is continuing is solidarity at the heart of the energy transition. Rexel has continued its action, specifically in working on energy precarity in a number of areas. 175,000 people have been positively impacted by our work in this area. The group has made its own financial contribution to this and brought along with it 70 partners with concrete, targeted, and measured goals.

Of course, we are in touch with the people that have benefited from this. This sadly, however, energy poverty will continue to exist and will probably increase in light of the current economic difficulties. Now I will hand over to François Henrot , who will talk about corporate governance. Over to you.

François Henrot
Deputy Chair and Lead Independent Director, Rexel

As every year, I'm going to report about the membership of your company's board of directors. I'm going to report about the way the board of directors has worked, I am going to report about the resolutions concerning the compensation of corporate officers and directors. Your board includes, at present, 11 directors, you have the list of names here on the screen. On this slide. There are three main specificities concerning this board. It's very well-balanced as far as gender is concerned. 50% of the directors are women. Particularly the employee directors, those members are independent. 90% of those members are independent, the directors are very internationally represented. Five members are of foreign nationality. They are non-French directors. I would like to add that this is one of our specificities, operating specificities, which is lucky this year.

This board is a very active board, and it meets as often as it is necessary. It met 12 times in 2019, that it is at once a month, with a very high attendance rate of approximately 96%. Three committees support the work of the board of directors, the Audit and Risks Committee, which is chaired by Francois Auque, independent director, and it met six times in 2019. It includes five members, and according to the AFEP-MEDEF regulation, it is 100% independent. The committee met six times last year, and the rate of attendance was 100%. The nomination and compensation committee is chaired by Herna Verhagen. It met six times, 97% rate of attendance, and 90% independence rate. The compensation committee is chaired by Agnès Touraine, independent director. It met seven times.

It includes six members, the rate of attendance has been at the highest level possible, at 98%, just like the other committees. The independence rate is 80%. Let me recall, it is important, that the committee, or rather Julien Bonnel, the employee director, is a member of the Compensation Committee. It is very useful for our discussions within this committee in order to promote fairness in the compensation system of our company, in order to listen to the corporate employees' opinion about that. In 2019, this is about the 12th resolution for your approval, has included Brigitte Cantaloube, who has been approved within the Board of Directors and appointed to the Audit and Risk Committee on the 12th of February last, in replacement of Thomas Farrell, who has resigned for personal reasons. Brigitte Cantaloube has brought her specific expertise.

She has had an international career, has shouldered first-rank responsibilities. She is a financial expert, and she has high-level abilities or skills in strategy and digital areas. Three renewals are submitted to your approval. Brigitte Cantaloube, who has been appointed to replace Thomas Farrell. The terms of reference of Thomas Farrell is expiring during this shareholders' meeting. Brigitte Cantaloube is going to replace term of reference which has expired. Concerning Ian Meakins, this is an early renewal, according to Article 14 of your bylaws, by one-fourth adjusted to the above unit or the above whole number in order to renew one-fourth of the membership of the board of directors once every four years. If you add to Brigitte Cantaloube's appointment, the Ian Meakins and Patrick Bérard's renewals, you can see that the number of independent directors will remain unchanged at a very satisfactory level.

Let us talk now about the directors' compensation. Let me recall that you will have to vote on a certain number of resolutions pertaining to the compensation of corporate officers and members of the board. Concerning the Chairman of the Board, you will have to vote on the compensation of 2020, sixth resolution, and you'll have to vote on the compensation which has been paid in 2019, which is called the Say on Pay Ex Post, the 10th resolution. Concerning the General Manager, Executive Director, you will have to vote on the 2020 Say on Pay Ex Ante, the eighth resolution, and you will have to vote on the ex post compensation in 2019, the 11th resolution.

You have to vote also in view of new regulatory provisions, the PACTE French law, on the 2020 compensation policy concerning the non-executive corporate officers, Say on Pay Ex Ante, seventh resolution, and for all the corporate officers, whether they are executive or non-executive, you will have to pay on their past compensations. On the Say on Pay Ex Post ninth resolution concerning the CEO, General Manager, you have to vote on the fifth regulation. It's a regulated agreement because he is a member of the board, and we propose a compensation which freezes his entitlement to the retirement scheme, according to Article 39.

You have decided that Patrick Bérard's terms of reference could be extended to a maximum duration of three years, and in full agreement with Patrick Bérard, we would like to make the following proposition: ratification of the fact that he will not acquire additional rights to pension according to Article 39 since the 1st of January 2020, fifth resolution. You will have to vote on the free share allocation, performance share allocation, and attendance shares. We have proposed and you have accepted a performance share plan for intermediary-level executives for whom it is not possible to calculate the level of performance, but whose performance have been of a very high level and very efficient in the organization, the group. For instance, regions managers or branches managers or a customers group manager, and it's going to be the 10th resolution.

Let me recall that our compensation policy is decided upon by the board, approved by the shareholders today. It will be approved by the shareholders and prepared by the compensation committee chaired by Agnès Touraine. We also call upon specialized firms, particularly the Towers Watson firm. Our objective has always been, and it still is, to have a reasonable compensation policy, which is perceived as reasonable by the shareholders and by the employees of the group. For instance, the average level for the base salary, particularly for Patrick Bérard, is at the first quartile. Even this year, significantly below this first quartile, it has to be consistent with our performance goals, hence the existence of a variable compensation which is at the third quartile of the market. Patrick Bérard's fixed compensation is at the lowest level according to the market benchmark.

The performance-based compensation is at practically the highest level compared to the market benchmark. This is a deliberate policy in order to be motivating. The corporate officer's performance has to be in line with the company's performance. This compensation has to be consistent with the compensation given to all the employees in order to avoid a dispersion impact, which could be detrimental to the group's cohesion. It has to be consistent with the market benchmark, of course, because we operate in a specific market, and we need to be able to attract the best talents. Let's move over to your opinion concerning the compensation items allocated in 2019 to Ian Meakins, EUR 500,000 in fixed compensation, no change. We have the equity ratio according to the methodology recommended by the AFEP, the French Companies Association.

You can see that Ian Meakins' compensation is on an average level. No change concerning our compensation policy in 2020. Every year, we set the level of our corporate officers' compensation for the whole duration, or the whole period, of their terms of reference. One word about the specific environment this year. The consequences of the pandemic on the company performances and the employees of the group have led the board to reduce by 20% the CEO's, president, for a minimum duration of three months as of January 2020. This period could be extended in order to cover the whole period of the health crisis. This is a decision which has been taken unanimously by the board members. One word about the attendance fees. You can see those on the screen.

The amount has been unchanged, and those fees have been allocated with a 20% decrease due to the pandemic as of the 1st of April 2020, and for a duration of three months, which could be extended exactly in line with the decision which has been taken for the CEO. Let's move over to Patrick Bérard's 2019 compensation. You have that on the screen. In red on the screen, you have the bonus. That is the variable compensation which has been allocated to Patrick. We have taken into account the quantitative measurement of the performance and the rate of achievement of financial goals at 80%.

Also the individual goals which had been allocated to Patrick Bérard, the rate of achievement on average is 84% of the variable target performance, which accounts for the fact that the variable performance has been set to EUR 650,000 and not the maximum amount of EUR 780,000, which is evidence of the fact that the board sets the performance goals of the group and of the directors without any complacency at the highest level possible each year, and that we are very ambitious about that. Every year, practically, the achievement rate is slightly below 100%. This is our goal. It's not because the director's performance has not been sufficient. It is because the achievement goals have been set at a very ambitious level.

We have to also note that Patrick Bérard, in 2019, and you have the proof that with the CNP exposed, has been allocated 100,000 shares, dependent upon his performance and his attendance rate. That's it. Concerning the 2020 compensation policy, it's a little bit more complicated. What I've said earlier, was not changed compared to previous years. Here you have three columns. One concerning the compensation in the framework of the existing terms of reference, which is going to expire on a prorated basis in June, that is to say now. A second column, which concerns the new terms of reference, Patrick Bérard's compensation in 2020 as of the date of the shareholders' meeting.

It is going to be calculated on the basis of an average amount of the present compensation, and the future compensation, the present terms of reference and the future terms of reference. You know the terms and conditions of the previous terms of reference in 2016, EUR 600,000 fixed and EUR 780,000 in variable compensation. The annual target is 120% of the fixed compensation, and the variable compensation is 165% of the fixed compensation. According to the new terms of reference, the fixed compensation is going to increase slightly, only slightly, EUR 700,000, which is below the average of the first quartile, if you compare it to other comparable companies in Europe. However, the variable compensation, is going to increase to EUR 910,000, which will amount to a total compensation of EUR 1,710,000.

Now it's going to be EUR 675,820 for the fixed compensation, more than EUR 800,000 for the variable compensation, which will be a total of EUR 1,522,950 for the total amount. This is the proposal that we would like to put to your vote. I think it is justified in view of the company's performance, such as Laurent Delabarre reported to you earlier. We have a performance situation which can be described without any complacency as being very satisfactory. The performances have improved constantly for the past 14 quarters. It has gone hand in hand with a complete change in reorganization of the group with digitization of the company. The point is to align the corporate management and the shareholders' interests on the short-term basis and on the long-term basis.

The managing director's compensation had not been changed since 2016, and therefore, we have decided that for the last period of his directorship, it was necessary to slightly review upwards his fixed compensation and to increase significantly his variable compensation. Let me reassure you, all this remains very reasonable, and we have made a benchmark with the SBF 120 companies, the stock exchange comparable, stock exchange companies. This level of compensation is in line with our constant compensation policy. I would like also to add that Patrick Bérard has proposed to the board to give up, for 2020, to give up the increase of his fixed and variable compensation increase. If you should accept this increase, it will not be paid to Patrick Bérard because he has decided to give up this possible increase in his variable and fixed compensation.

He has decided to give up those increases for 2020. He has also decided to give up 20% of his fixed compensation as of the 1st of April 2020 in order to show solidarity with the employees of the Group, first of all, and with the shareholders of the Group, because the performance of the Group has been affected by the crisis in 2020. Those are the resolutions that are proposed to you and that you should vote on. Next slide. Let me recall the objectives that are contingent on the variable compensation. There is no change. For 60% of the total weighting, those are financial objectives, and for 40%, non-financial objectives. First of all, we have to continue de-leveraging 30% of the compensation with a priority given to the safeguard of the Group liquidity, half of the weighting, 15%.

Also, we have to guarantee that the overall debt gearing is safeguarded. The second objective is the continuation of digitization measured as of the percentage of digital sales in the total of sales, 30% of the total weighting. With a penetration figure for 2020, which has already been set and which will give rise to an ex-post communication. Second part of objective, non-financial objectives, 40%. The business continuation plan, 15%. The corporate social responsibility policy, 10%. CSR criteria, including a health criteria related to the pandemics, including for 2020, goals that should be in compliance with the social corporate responsibility. This is described in what we call the registration document, such as it has been amended. We have also added in the non-financial objectives, a more and more important part, which is the quality of our relations with our strategic suppliers, 15%.

I would like to stress that even though those are non-financial goals, they are not discretionary or optional goals. We have to add quantitative measurement instruments, and this is not about the subjective assessment of a non-financial performance of the management. This is what I wanted to tell you today. I would like to recall that the performance shares plans are, of course, subject to very demanding performance criteria. You can see that those goals have never been achieved 100%, in spite of the quite satisfactory performance of the Group, and those are related to obligations to retain the shares up until the end of the terms of reference or one-fifth of the shares. There are, of course, layoff indemnities in case of early termination with a 20% cap, including all the provisions, including the non-compete provision.

We do not want to make an exception to this cap concerning the termination of duties indemnities. As of now, Patrick is not going to have this termination of duties indemnity, because his work contract, his labor contract, which has been suspended during his term of reference, include similar conditions in case of departure or termination of duties. There's a cap for this compensation at a lower level than the level that he would be entitled to in other circumstances. Concerning his retirement scheme, he is entitled to Article 82 of the CGI. I would like to add that he's not eligible any longer to the Article 39 scheme. He is not entitled to additional entitlements since the 1st of January 2020.

At the end of the term of reference, he will be entitled to the Article 39 conditions, but not on the basis of the extension of his terms of reference. Concerning the long-term action plan, nothing has been changed. Same on the long-term share subscription plans. It's exactly the same terms, same duration of 26 months. Nothing has changed. There's nothing new concerning the performance share allocation plan. Of course, I'm available to answer all your questions about the compensation resolutions. I'm going to give the floor back to Laurent in order for him to present the auditors' report.

Laurent Delabarre
Group CFO, Rexel

Thank you very much, François. In light of the health situation, on behalf of our auditors, KPMG and PricewaterhouseCoopers, I will convey their findings, the report for the financial year ending on the 31st of December. As regards their report, their goal and mission is to have reasonable assurance of the sincerity, regularity, and a faithful image of the accounts overall, and to make sure they don't contain any significant anomalies as accounts. Their approach is adapted to the organization and to the activities of the group and is focused on verifying regular operations, exceptional operations such as disposals, restructurings, and operations and financing. They have also reviewed the impact of the IFRS 16 from the 1st of January 2019. Their conclusions have been presented in the Audit and Risk Committee and to the Board of Directors on the 12th of February 2020.

In accordance with the provisions of the Code of Commerce, the auditors have highlighted the key points in relation to risk of significant anomalies. As regards the consolidated accounts, they have evaluated the recoverable value of goodwill and other indefinite life intangible assets, and other aspects. They have expressed an opinion without reservation, both on the consolidated accounts and on the annual accounts. In light of specific checks, they have no observations to make as regards the sincerity and the concordance of the accounts. They are convinced of the exactitude and the sincerity of the information relating to remuneration and to benefits paid to corporate officers, as well as to the consensual commitments in their favor and the different information relating to the holders of capital or voting rights holders.

As regards the regulatory conventions and application of the Code of Commerce, they have advised that the modifications to the retirement commitments of Patrick Bérard, his capacity as General Director of Rexel. They do not have any observations to make as regards these. On the allocation of free stocks or free stock options. They don't have an opinion on admitted capital in light of the conditions in resolutions 18 or 19. An additional report will be submitted by the board on the use of these delegations. I will now hand over to Sébastien Thierry, who is going to read the resolution submitted to vote and the result of the vote that was done ahead of the actual meeting in light of the unprecedented situation.

Sébastien Thierry
General Secretary, Rexel

Thank you, Laurent. I will present to you the results of the votes on each of the resolutions. I will point out that the approval of these requires two-thirds of the votes of shareholders voting by post or by Internet and that requires a majority for the ordinary meeting and two-thirds of the votes for the extraordinary meeting. The first resolution on the corporate accounts with a loss of EUR 14,542,953.82, resolution adopted.

Second resolution regarding the approval of the consolidated accounts with a profit of EUR 203.8 million, resolution adopted. Third resolution, the loss of EUR 14,542,953.82 to be carried forward, resolution adopted. Fourth resolution regarding the regulatory conventions in Article L225-38 of the Code of Commerce, having been specified that the previous information relating to conventions agreed and established by the auditors, specifically relating to the payments and retirement entitlement for services, defined services for the benefit of Patrick Bérard, adopted.

Fifth resolution, relating to approval of freezing the retirement entitlements of the defined services for the benefit of Patrick Bérard. Resolution adopted. Sixth resolution relating to the remuneration policy applicable to the chair of the board of directors for 2020, vote ex-ante. Resolution adopted. Seventh resolution relating to the remuneration policy for the directors for 2020, vote ex-ante. Resolution adopted. Eighth resolution relating to the paid policy applicable to the general director for 2020. Resolution adopted. Ninth resolution relating to Section 3.2.2 of the universal registration document for 2019 as amended, remuneration of corporate officers for the year 2019. Resolution adopted. Tenth resolution relating to payment for Mr. Ian Meakins paid or attributed under 2019, vote ex post. Resolution adopted. Eleventh resolution relating to remuneration of Patrick Bérard, paid or attributed under 2019, vote ex post. Resolution adopted.

12th resolution with the aim of ratifying the co-optation of Madame Brigitte Cantaloube as a director for the duration of the mandate of her predecessor or until the annual shareholders meeting for the accounts closing on the 31st of December 2019. Resolution adopted. 13th resolution, renewal of the term of the director, Madame Brigitte Cantaloube for a period of four years. Resolution adopted. 14th resolution, renewal of the term of office of Mr. Ian Meakins for a duration of four years. Resolution adopted. 15th resolution, renewal of the term of Director Mr. Patrick Bérard for a period of four years. Resolution adopted. 16th resolution authorizing the implementation by the board of directors of a program for buying back stock. Resolution adopted. Now we enter the extraordinary shareholders meeting. 17th resolution relating to the possibility of reducing share capital by canceling shares. Resolution adopted.

18th resolution allowing the Board of Directors to allocate freely shares to members of staff, employed members of staff, and to corporate officers. Resolution adopted. 19th resolution, allowing the free allocation of stock to members of staff and to corporate officers of the company and its subsidiaries who subscribe to an employee shareholders program of the Group Rexel. Resolution adopted. 20th resolution, allowing the emission or removal of preferential options for the benefit of subscribers to a savings scheme, a resolution adopted. 21st resolution, allowing the emission or removal of preferential options that are reserved for specific categories to allow the realization of employee shareholder operations. Resolution adopted. 22nd resolution relating to modification of Article 10 of the statutes. Article adopted. 23rd resolution relating to modification of Article 14 of the statutes to nominate two directors representing employees when the number of directors is above eight. Resolution adopted.

24th resolution, modification of Article 17. For the board of directors to take certain decisions by written consultation within the boundaries set by the law. Resolution adopted. 25th resolution relating to modification of Article 19, raising the age limit for the functions of the general director from 68 to 70 years. Resolution adopted. 26th resolution, modification of Article 20, changes to the new legislative and regulatory provisions. The attendance fee is replaced by remuneration. Resolution adopted. 27th resolution, relating to modification of Article 22 of the statutes to bring them into line with the legal conventions and new legislative and regulatory requirements. Adopted. 28th resolution, giving powers for the legal formalities adopted. We come to the final word from François.

François Henrot
Deputy Chair and Lead Independent Director, Rexel

I thank you all. All of the legal requirements having been completed, I thank you for your participation. The management of your company has not been shaken by this crisis, and we are tackling this with greater and stronger energy than ever. We are going to ensure that, as they say in Chinese, this crisis will be an opportunity for Rexel. I hereby close this meeting and wish you all an excellent day. Thank you.