Rexel S.A. (EPA:RXL)
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May 8, 2026, 5:38 PM CET
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AGM 2021

Apr 22, 2021

François Henrot
Vice Chairman of the Board of Directors and Lead Independent Director, Rexel

Good morning, everybody. My name is François Henrot, Vice Chairman of the Board of Directors and Lead Independent Director for Rexel. In this environment of health crisis that we have in France as elsewhere, and to implement the instructions made by the health authorities to protect the health of our shareholders and employees, the Board of Directors have decided to convene this meeting without the physical presence of shareholders in implementation of Article four of the decree adopted on the 25th of March, two thousand and twenty, which has been extended until the 21st of July, 21, through a decree adopted on the ninth of March, 21. We have Patrick Bérard, CEO, Laurent Delabarre, CFO, and Sébastien Duléry, who is the Secretary of the Board of Directors. I call the meeting to order.

I think that we should establish, first and foremost, the Bureau of the shareholders' meeting. In the absence of Ian Meakins, Chairman of the Board, who is prevented from getting out of his country, Great Britain, and according to Article 29 of our bylaws, I'm going to chair this meeting. By implementation of the decree adopted on the tenth of April, 2020, amended on the eighteenth of December, 2020, on delegation of the board, the CEO, Patrick Bérard, has appointed as teller, Frédéric de Rozemont from Amundi and Laurent Delabarre, CFO and shareholder. Sébastien Duléry is going to be the secretary of this shareholders' meeting.

Due to this sanitary crisis, the shareholders should vote remotely, and they have done so before the shareholders' meeting, and I would like to thank them for their participation. Since according to the attendance record, we have reached the quorum, one-fifth of the shares carrying vote for the ordinary part, and one quarter for the extraordinary part of the meeting. All the shareholders owned 209,918,269 shares, representing 83.342%. All the documents have been filed and have been made available to the shareholders, and have been put online within the proper time limit.

For the sake of simplicity, we're not going to read out the following reports. Management report of the board concerning the activities of the company and the annual accounts, twenty twenty annual accounts and consolidated accounts. This management report includes the corporate governance report, the board report concerning the bonus shares, and the board report concerning detailed explanations about the draft resolutions. I am going to give the floor to Laurent Delabarre, CFO, for the presentation of the auditors' reports. I would like to remind you of the fact that this meeting has been convened in order to discuss the agenda included in the notice of meeting that you can find in the ballot, and also page 11 and 14 of the notice. No additional item for the agenda has been requested by the shareholders.

Before giving the floor to Patrick Bérard, the Group CEO, I would like very simply, but very sincerely, I would like, on behalf of the board, on behalf of all of you, the company shareholders, pay tribute to him as he deserves it. This is the last Rexel shareholders' meeting, where the performances and prospects of the group are presented by Patrick. You'll see that those performances are outstanding, and those prospects are really very satisfactory. Patrick is the cornerstone of Rexel, and has been since two thousand and three, when he joined the company after having began his career at McKinsey as a consultant, then at Thomson, then Polychrome, which joined the Kodak Group, ArjoWiggins. Then he joined the Pinault Group as the Wood and Materials Department manager.

But he didn't stay there for a long time. Rexel attracted him very quickly, since at the time I was director for PPR. At Rexel, he first of all was the manager for France, and he made out of that department the gem that it is today. And he added other European countries. He ended in two thousand and fifteen General Manager for Europe. In two thousand and seventeen, the Board of Directors thought it was necessary to replace the CEO and to have a split chairmanship between executive chairmanship and CEO. The choice of Patrick as a CEO was for us, and for myself as a Lead Independent Director, an obvious choice. And to use an understatement dear to the heart of our British friends, this choice was not disappointing.

Indeed, in 2016, when he was appointed during the last few months of 2016, the company had an EBITDA of EUR 150 million, a margin of 4%, and a share price slightly above EUR 10 per share. You probably know already, for those of you who have listened to the presentation of results made by Patrick and Laurent this morning, you probably know that the 2020 EBITDA is EUR 651 million, with a 5% EBITDA margin during a pandemic year, and that the share price at present is EUR 17.5 per share.

The 2021 prospects that are going to be presented by Patrick in a little while are quite promising, since we expect a sales growth of between 5% and 7% and EBITDA margin of at least 5%, which strengthen our trust in the midterm prospect, which have been presented to the Capital Market Day on the eleventh of February, and Patrick is going to recall that in a little while. I think that, Patrick, you can be proud of your record, and you can prepare your retirement with a sense of accomplishment. I'm giving you the floor now.

Patrick Bérard
CEO, Rexel

Thank you very much, François. It's with a great deal of pleasure that I'm taking the floor. I really appreciate what you said about your gratitude, and of course, it's with a great deal of emotion that I would like to tell you, and ladies and gentlemen, shareholders, thank you very much. It's always an honor to serve shareholders, but it's even more so when those different and diverse shareholders are patient enough and convinced enough to follow us and to support us. This has been a journey which requested from you, shareholders, dear shareholders, the understanding that a distribution company is changing every day and in each branch, but not with a magic wand, just little by little. Of course, there are periods of doubts and periods when you have to look on a long-term basis to look to the future.

Thank you for having let me conduct this transformation day after day, particularly concerning two pillars, the European pillar that I was familiar with, and the U.S. pillar, which is very promising for the future. Thanks to your patience, we have together built up all the proper components, such as they already existed in Europe, in order for Rexel to be able to walk on two strong legs in the future, and of course, in order for Rexel to take advantage of the various economic stages. Let me thank you as well to have believed in our investments, local investments, investments in branches, which means that those investments were meant for future results. Thank you for having believed in the digital journey or the digital path.

It was frightening for many people, and people thought that it wouldn't work, but it was successful with our strong, rapid digital footprint, and this supports us every day. Thank you for having believed in those two projects, geographical project. Thank you for having had the patience on a long-term basis, and thank you for, in 2020, for having accepted to give up your dividend, the dividend payment, because as shareholders, it was really very useful from you to accept that in order to be constructive and get out of the crisis. Thank you for your confidence, for your trust, and I'm very proud, thanks to you, to have been able to build this path for the future, which is very sound, very robust, with very motivated and dedicated teams.

Through your confidence, 26 thousand employees are even more committed than in the past. Thank you very much, ladies and gentlemen, dear shareholders. Of course, it's not going to stop overnight. I would like to promise you that, during the second half of this year, I will be dedicated, just as in the past, and I will spend as much time as it is necessary to support my successor in order for him to fully understand the ins and outs of the group. And it will be very transparent in order for him to be able to continue this journey, to go on with its those prospects stated during this Capital Market Day. Now, we are going to resume the course of the more conventional shareholder's meeting, but I wanted to say that by way of an introduction.

Thank you very much. When you conduct a company, my concern was to have a well-balanced, experienced management team, and this team has been strengthened at the end of last year. Here you have the management team, and there's been three appointments last year. Luc Dallery, which replaced Frank Waldmann as Head of Human Resources and Communications for the group. Thomas Moreau, the manager for France and for all the French activities. We will also have Rexel subsidiaries, for which he is responsible. He continues the very good work that was done on the French market. Then Guillaume Dubrule has supported me for two years. He's been my right-hand man.

Two very intense years, and he has been appointed head of Procurement, Purchases and Relationships with Suppliers to support ESG under the new market conditions, in addition to what his predecessors had already done. I would like to add two comments concerning this team. I would like my team to be very clear-headed about the operations and the strategy. Half of the team is made out of operational staff and half it represents functions of the group. We need to be very responsive in our sector, so the organization needs to be very, very rapidly responsive, like a feline, because those situations change very rapidly. And in the beginning of this year, many changes have occurred, and we need to adjust every day to those changes.

So strategic clear-headedness and very rapid responsiveness, strong relationships between customers and suppliers, and a strong commitment for digital transformation. Let's move over to the next slide. 2020, a year of strength, better growth than we had expected. Of course, we suffered a collapse in the second quarter, some ups and downs in the third quarter, but a sales growth beginning of 15, 18, and 24 months of recovery on the market. Lots of work on digital transformation, 20.8% of digital sales, and it is stepping up. Gross margin impacted by the lower sales and excellence as far as cost control is concerned. Never in its history has the Rexel Group adjusted its costs so far.

Of course, we had governmental support, but we needed to change our organization from a structural point of view, and we did that with a lot of courage, and a lot of determination, but now we have cost control. A robust free cash flow. As soon as the crisis started, we needed to know what the cash flow would be like year, month after month and day after day with the customers' risks. But this is a record year with a free cash flow of EUR 630 million in 2020, and a lower financial debt, down to EUR 1.3 billion, which is the lowest level for Rexel since our IPO in 2007.

And now we are going to resume our dividend payout policy, of course, subject to your approval, of EUR 0.46 per share. Now, a description of 2020 is a description of a historical year. An accident occurred very suddenly, and it has been smoothed out over the four quarters. But if you look at what happened week after week in two weeks, we had a collapse of the markets, minus 70%. China recovered first and was a harbinger of what would happen, and afterwards recoveries were uneven, erratic. There was a slower recovery in the USA. They were impacted more gently, but on a longer period, and they did not necessarily take all the necessary measures right away. At present, the United States are at on the zero level.

The 2020 slope in the US reaches the zero level in order to find the previous levels beginning of second quarter, but it's a diverse situation. However, this means that everybody suffered this crisis, had a recovery, a cost adjustment, preferred cash and had to adjust the margin. So a lot of work was involved. Now, for all the details about 2020 and the financial results, I'm going to give the floor to Laurent Delabarre.

Laurent Delabarre
Group CFO and member of the Executive Committee, Rexel

Thank you, Patrick. I'm going to introduce the results of the group for 2020. Let's start with the slide number 10, concerning the sales. You can see EUR 12.5 billion in sales, lower by 6.5% on a constant same-day basis, and -8.4% in reported data. The organic sales figure for the sales has benefited from a positive impact with stepping up in the second half for 1.3%. You can see that on the right-hand table. Sales have been impacted by a currency and adverse currency and crisis impact with the Gexpro Services.

On the next slide, you can find the business that we had in our three main geographical area. Let's start with Europe, which represents 56% of our sales in 2020. The sales have gone down by 3.9% on a constant and same-day basis. France represents more than one-third of our sales in Europe, has gone down by 6.5% all throughout the year.

This decrease has been limited by our local activity in the second half of the year, and in spite of the pandemics, we post a strong recovery in some European countries, like the Benelux countries plus 1.2%, or Scandinavian countries plus 3.2% all throughout the year. Now let's move over to North America, representing 35% of the sales of the group, so you can see the lower percentage for the United States in view of the dissemination of the virus during the first quarter, then there has been a second wave of COVID, so there is a very mixed situation in the United States.

On the one hand, the local activity have are good, and on the other hand, the environment remains challenging in for other project activities. Canada has the same situation as in the United States. In Asia Pacific, representing 7.9% in 2020, the situation has recovered all throughout the year, in spite of the situation in the first quarter, particularly in Asia and particularly in China. Let's move over. Let's move over to slide 20. I have already made comments on the sale 12.6 million EUR. The margin has one is 1.6 billion EUR or 24% of the sales. So it's a decrease, a 46% decrease because of the situation concerning the suppliers' rebates and the lower volume of activity.

The administrative and sales costs are 20.4%, so that is to say, minus 32 basis points. So we have been able to control our costs. We have been able to take advantage of the temporary measures proposed by the government, and also, we have taken advantage of some structural measures. Our Adjusted EBITDA has reached EUR 526.4 million in 2020. That is to say, a 4.2% margin. Let's move over to slide 13. Let's start with the Adjusted EBITDA of EUR 664.4 million, -20.8%. So Adjusted EBITDA reflects the positive impact, non-recurring impact of copper.

The other products have a negative impact of more than EUR 529 million because of their goodwill depreciation related to the lower volume of activity in several countries like Canada, United States, Great Britain, Germany, Australia, and Norway. It includes restructuring costs, limited restructuring costs of EUR 26 million. Most temporary adapt adjustments of headcounts have made it possible to lower, to decrease the cost, and we have taken advantage of some natural departures. Restated by some non-recurring costs, our financial expenses have gone down to EUR 129 million, including lease commitments and financial expenses before non-recurring, recurring costs, so EUR 79 million.

It's a strong decrease compared to EUR 93 million in 2019, thanks to a decrease in our average debt and also to the lower gross debt from EUR 262 in 2019 to EUR 245 in 2020. The impact on the tax on income is EUR 112.3 million, restated after a tax depreciation. And we also have a reversal of provision in 2019 amounting to EUR 29.5 million. The net result is EUR 203.8 million, and our recurring net operating income is EUR 341.2 million.

We generated pre-interest and pre-tax cash flow EUR 613 million, thanks to the very stringent management in working capital, and more specifically the active stock management and our discipline in terms of customer pay in or cash. The strong cash generation is also reflected through the high conversion rate 101.2% or 95.7% restated after asset disposal. And so far as the investments are restated after the positive impact of asset disposal in the U.K. and the United States, gross investments EUR 112 million, in other words 0.9% of turnover, versus EUR 125.5 million in 2019, in line with our forecast.

Our sturdy cash generation, combined with Rexel service disposal and the lack of dividend payout, allowed us to reduce financial debt quite significantly by over EUR 600 million to EUR 1.33 billion. In other words, the lowest level since flotation in two thousand and seven. This also got illustrated with a gearing ratio of 2.14x, better than that of last year, despite the crisis, the health crisis. Let's now steamroll our way along with slide 15 and the debt schedule, which shows that we have no short-term reimbursements or important ones. On the thirty-first of December, we had EUR 1.46 billion worth of cash, with over EUR 600 million of available cash and EUR 850 million of undrawn lines.

I'm talking about the senior credit contract. In December, we paid back our 300 million EUR bond or loan that had a maturity date of 2024, in other words, 8 million EUR per annum, and a financial cost of about 3% in 2021. We also refinanced 300 million EUR of credit securitization with an extension of three years under similar financial and interesting conditions. In a difficult context, all of the refinancing operations carried out this year, such as the bilateral credit line, the utilization and factoring with the same group of banks, show the trust that our bank partners are displaying, the confidence they have in our business model and our management process within Rexel.

Now, in this presentation, of course, we'll just have to drift away from the Rexel consolidated accounts and talk about the social accounts of Rexel SA. Our operating costs amounted to EUR 24.4 million, decrease versus last year. 2019, I'm sorry, included in non-recurring expenses with bond issues amounting to EUR 5.7 million. The financial result corresponds to a 30 million net expense versus a 44.9 million euro in 2019. With the corrections of extraordinary items related to the payoff of bonds in 2019 and 2020, as well as a long-term loan depreciation related to an activity that is being disposed of, and the financial result amounts to EUR 26.8 million versus EUR 28 million in 2019.

Corporate tax represented a revenue of 46.4 million EUR, a decline of 11.7 million EUR, showing a tax decrease of subsidiaries. The net results of Rexel SA in 2020 show us a loss of 6.8 million EUR, which is less important than the one we had in 2019. In slide 17, we're now making a presentation of our 2020 dividend payout, which would start early May 2021, which is a resumption of our dividend payments, which were canceled last year in the midst of the health crisis.

We'd like to propose an amount of EUR 0.46 per share, in other words, a payout rate of 50% and a yield of 2.7% on the basis of, of the share price that was clocked yesterday. This will be paid in cash early May 2021, and is, of course, subject to your approval. Let us now go on with the sales of the first quarter, and on slide number 20, we are now making presentation of the key items, and we can see a good beginning of the year, supported by the underlying markets growth and robust economic model, and the speed up of turnaround.

We clocked a sales growth of 8.6% at a constant day, and a growth in all of our geographical areas, and a positive contribution of 2.9% of cables, copper-based cables. I would most especially hammer home our group performance levels in China, which went up by over 60% by drifting away from pandemics before any other country, and contributed up to 1.4% in our quarterly growth. It is quite paramount to note down that for the very first time, the business level in Q1 outperformed the pre-crisis situation, as illustrated by our increasing sales, increasing by 5.4% on a constant day level versus Q1 2019. A remarkable performance, so which shows our ability to acclimate ourselves in an ever more difficult environment.

This confirms that the Rexel model is even stronger today than it was in the past. We were able to benefit from turnaround, most especially thanks to an agency network, which are now intact, and with a very strong increase in digital sales, which represent 22.6% of our total sales in Q1, going up by 242 basis points in one year and 150 basis points versus the fourth quarter of last year. Furthermore, the use of electrical usages and the greater complexity of installed and embedded solutions also made it possible to offset the low expenditure level in some of the final markets, greatly impacted by the crisis, the health crisis, such as hotels, restaurants, leisure, and the aviation industry.

Finally, we also got to take advantage of a favorable price context in the first quarter, and we are anticipating the speed up of that trend in the next few quarters because of the increased raw material prices and the scarcity of some of the components of products such as semiconductors and electromechanical items. Slide number 21 is or shows us a good picture of sales improvement in all of the geographical zones from the lowest or the trough in the second quarter, twenty twenty, which shows that the governments and countries in which we have a footprint really drew the lessons of the first lockdown and were able to sneak their way through those sanitary measures.

You will see, first of all, that Europe carried on with its turnaround and recovery, with a 10.8% increase versus Q1 2020, thanks to good performance level in most countries, including France, with a progression of 20%. North America is going on with its work, with higher sales going up by 1.2% in the quarter, but is still somewhat shy versus other geographical zones. It is also quite important to note down the major differences between the United States or major regions in the United States, ranging from -15% in the Gulf Region because of the lack of the oil and gas projects, up to over 14% of headway in the Northwest area, thanks to a local and active market.

Finally, Asia Pacific is going up by 23.7% in the first quarter, thanks to China, most especially, which turns out to be number one here in this health crisis, which bodes well. Let's analyze our sales over a two-year period so as to neutralize or offset the impacts of the health crisis. You see that our business is actually outperforming our situation before the crisis, thanks to Asia Pacific going up by 13.8%, and Europe going up by 9.2% versus Q1 2019, which really shows how we were able to strengthen our economic model during the crisis, and we're now able to fully take advantage of the turnaround. I will now like to hand over to Patrick, who is now going to make a presentation of future perspectives.

Patrick Bérard
CEO, Rexel

Thank you, Laurent. Now, the group perspectives are now based on the alignment of quite a number of choices and the magnification of those. First of all, the one we had started out before the crisis, thank God, I was gonna say, all of the digitalization efforts, in other words, structuring of the data and place them on the platform, not just in one country, but in 20 different countries, and start out with the transaction process. Then the critical mass is attained, and we are hence able to speed up and over the 2016-2021 product, we have two times as many transactions, but today it's actually more than twice.

And what's even more important, at least from my standpoint, we have five more times digitalization consultations here before we do any quotes. The industry now is used to visiting our digital platforms, and this is really amplifying our role in this value chain. The amplification of information is related to an even more of a digital need that is going to pop up tomorrow. We're really embedded in this digital journey based on digital information and machine-enabling decision-making and artificial intelligence algorithms.

After the crisis, I mean, during the crisis, they really turned out to be very, very important when a salesperson actually wakes up and says, "I don't know which one of my clients is the sturdiest of them all," but the algorithm that determines the client that is supposed to drift away from us. What can we say about that algorithm? I understood that digitalization to Rexel was actually within the salesperson's DNA. Same thing with the stock management, same thing with assortments and so on and so forth. Digitalization is a pillar that we are going to be harnessing tomorrow.

But the need for the fossil energy going down, gas, coal, oil, given the awareness related to CO2 emissions, of course, I mean, we are bound to use green energy. We could talk about how this green energy is generated, but it's cleaner and easier, and unfortunately difficult to store. So one single method here, we need to manage it. And as soon as we need to manage this energy, we need sensors, we need to have this energy get closer to consumers, and energy efficiency has to be active. A long time I mean, I've been really racking my brain about it for quite some time with a passive energy insulation for such as roof insulation, window insulation. But once this is done, what is going to be done? What are we gonna do?

We're gonna be regulating heating systems, air circulation systems, and take light systems to cut, shut down, our lighting systems inside our houses. So active energy efficiency is starting off. We had technology, but the need was just not felt as it is. So the second pillar for tomorrow, the second pillar, which is already quite visible today, but which really needs to be simplified. In other words, active energy efficiency and green energy. Pillar number three, which we started working on in France when I was in France and at the group level, we really had to focus on all the building-related automated technologies, which is related with active energy efficiency, with comfort, progress, and energy efficiency, and not regression. In other words, turn...

I mean, use building automated systems for efficiency, capture information, and use concentrators to gather this information and manage air circulation, air flow, air plant engines, and so on and so forth. This is a colossal demand. It is a latent crucible, which is not really harnessed so much. Pillar number three, the intelligence, intelligence that can be used for the regulation or the control or management of what is now opening up or closing down or operating, such as an engine. There are quite a number of things happening at this level. Quite a number of stakeholders are facing up to the offer.

But in so far as the distributors are concerned, this plethora of offers is just placing it right before future demand with an acceleration, because today, this is a solution to I mean, we're still in a traditional mode, and now we're experiencing a break away mode. And now that we're talking about this, the social environment and the governments play a certain role in the company, in the environment, in the countries. And very often, we were just being superfluous with those, but now it's just a way of living. In English, it's a way of life. Let's just not rack our brains as to whether we're in line with this or not.

We have to be in line with this and really benefit from it in quite a number of aspects, whether they're ethical aspects or governance-related aspects or well-controlled investments-related aspects and committee investments-related aspects. Those committees need to know that, how to justify things. This really is in line with green energies, digital energies, and building automated devices. This is the way the next few years are gonna look like. Now, when I have a look at the market today, now, the market is a structurally growing market and is becoming more and more attractive, and this green energy demand and CO2 reduction demand, all those constraints that we're gonna have to face up to and implement require products, software, sensors, and services revolving around energy efficiency.

In addition to this, public authorities are also supporting this whole process in Europe and in the United States, especially, in the Biden administration. So I believe that there is a great opportunity that is popping up, and Rexel is well positioned in this, in this respect, and Rexel keeps positioning itself, positioning itself on the product, and thanks to good suppliers, good product, and we are quite watchful day in, day out, to make sure that the products that are dispatched to customers are, up to snuff and up to standard.

But we also started out, focusing on services, and in this respect, we're already outperforming the market, especially in North America, for example, where Capital Electric is the best in the Rockwell category, but there is still a long work to do, and we took on engagements. And recently, one of the acquisitions, Freshmile or the other one, Trace, for example, are installer-related services and final user services in terms of oversight over an electrical recharging park. But tomorrow, this is gonna be applied to photovoltaic panels and IoT, and it also is gonna be applied to other solutions which we are trying to promote today. Another, a very significant item, I'm sorry. I believe that all this could have been considered as attractive, but we still need to embrace this.

The competitive advantage when going through a digital transformation, which we started out early on, and which today allows us to really place all this information, allows us to aggregate solutions to promote services. Of course, using our sales forces, and thanks to each one of our decision makings on the website, on EDI sites, where the client is being proposed those evolutions, so the clients will perhaps see a value proposal 100 times. Related to the description I made a few minutes ago, ESG, environment. Sometimes, we're quite strongly made our own in-house choices, but we also made the choice of allowing our clients to be highly effective in terms of the environment and the electrical installer and maintenance, industrial player.

We'll turn him into an effective player and turn him into a good contributor in terms of energy efficiency. So this is what E entails. Okay, choices will have to be made by the company, for example, parity, equality, diversity and inclusion. That's the S part of the acronym. There are good trends popping up, but I believe that we need to magnify things and speed things up in the future, and this is something we understand quite well in the company, and this is also considered as a growth opportunity, an opportunity for more rapid growth on the different various markets, groups, and topics, of course, well under control, and I'll get back to this later on. And we also need to have the right financial profile.

This is to face up to this financial, growth wave. This is a bull market, a bullish market, and we're a differentiating player, and we needed to have, a robust position, a robust financial profile, thanks to you, for you to be interested, for you shareholders to be interested in sticking with us and magnifying the situation with us, magnifying this growth journey and result. And of course, free cash flow is quite important, too. We can need to generate free cash flow so as to be able to, embrace growth as it is generated. So, this is somewhat of a crucial or crunch time, because there are quite a number of opportunities where things get cobbled together with one another, and those planets are being cobbled or pieced, together, and this will generate a promising market.

Now, of course, this slide is self-explanatory. 19% of consumed energy today is electrical energy, and by 2050, 42%. This is not a linear trend. There's gonna be a great acceleration in the next 10 years, and this is something we can already witness as of today. What does that mean today? Applications and electrical solutions are gonna increase in number, and I can actually name all of the product families and show you evidence, long-term evidence, towards green energies. This is a daily requirement, and this is where it pertains or is contained in all of the specialized media and national policies and European Green Deal. This is fully within the program of the agenda.

When you have a lot of money behind the Green Deals, and this will, of course, will have to pop up in the market, and this is gonna happen very soon. Now, the market, we're talking about 180 billion euros in terms of electrical usages and devices. This market, now with this transformation, 180 billion euros, I mean, this sum is going to blow it up, undoubtedly and quite arguably. And when I have a look at all the massive investments made on vehicle, electric vehicle recharging terminals and infrastructures, now think about it. Around those infrastructures, we're talking about an economic system, the electrification economic pattern. Same thing with heating, the heating sector. Same thing with AC, same thing with airflow.

There should be no misgivings and doubts regarding the demand. We need to have the right resources to cherish this, to embrace this, and we are poised for battle. Now, let's zoom in on digital solutions.

François Henrot
Vice Chairman of the Board of Directors and Lead Independent Director, Rexel

Now, digital business now. Digital is at the core of our activity. EUR 2.6 billion, 21% of our sales, only 13% in 2016. It was stepped up after the pandemic, and at the end of the year, it will still increase with a penetration rate which is higher and higher. Now, when I joined the company, it was one week, now it's three minutes. When I joined the company, we had to check everything. We had to go through a lot of red tape, and now it's three minutes. A card, a Visa card, for instance, a payment card. People used to send faxes, then they sent email, and a lot of customers send us, still send us emails.

But we have also digital robots that will take in the email messages and record the orders. Now, this is a new development. Three minutes, takes three minutes. It used to be time-consuming, now it's three minutes. Every day, with 88% precision, we have algorithms which can give us warnings about 1,600 customers and it gives us a warning about the customers that could change their minds. So it makes it possible for us to be very efficient and to keep our assets, our customers' assets, in a very customized way. We have lots of information about each customer. Now, I'm not going to go through all the details. It implies digital consequences, consequences on our margin improvement, on cost control improvement, and also improvement concerning our suppliers.

We have a very fine-tuned knowledge of the market, and our we know that we can go down to very fine details about products and which works and which doesn't work for each supplier. And we have one ambition, to have a very fine-tuned marketing knowledge of our market in order to have an added value for our suppliers, including in the mix on the market or mix of products that can change overnight. So it is used by 25% of our suppliers who are going to find this enhanced marketing information. Now, digital penetration and digital way of life, this is all about that. Now, let's zoom or focus on the green strategy all throughout the value chain. The roadmap for two thousand and thirty, it's a decrease in...

35% decrease of our CO2 emissions, heating, air conditioning, surveys, logistical centers or facilities, and transportation. We have a lot of progress to make. So we advocate a maximum energy efficiency, and we shouldn't be like a cobra that doesn't have good shoes. So we have also another objective, a 45% decrease in CO2 related to the use of the products that we sell. We sell about 300,000 products in our main countries, our main market, and amongst those products do not really contribute to CO2 reduction, those CO2 reduction objectives. So we have to make proposals, like, if you use this product, you can reduce your CO2 consumption, for instance. And we can do that with 650,000 active customers every day.

And we can make offers to them in order for them to be able to contribute to the CO2 reduction. Our objective is 45% emission reduction by 2030. We have already started, and it's interesting to see that everybody agrees with that objective in our company and outside of our company. Everybody who's in our company agrees to be a consultant in CO2 emission reduction. So we are in a fast-changing environment. And Rexel also knows that human resources are going to be more and more important. We're talking about algorithm, products, and data, but we are not going to reach our objectives in this distribution company without our human resources, our employees. We have to invest a lot in training, in new generations, and we don't want to leave anybody behind.

The Rexel employees, since two thousand and three, have heard me talk about the non-obsolescence of our employees. The worst situation would be to see our employees become obsolescent, obsolete, which means that all our employees should have the opportunities of training sessions, upskilling and reskilling, development of their career, either in the digital business or in the CO2 emission reduction, and each employee should be trained in order to achieve those objectives. The more we progress and the more we attract talents, new talents, because of our diversity of duties, and at the same time, we need to be able to retain key employees and make it possible for them to continue to develop their career. We have an 85% satisfaction rate among our employees, which is a satisfactory rate.

Fifteen percent are not satisfied. Can we have all the employees being satisfied? We don't know. Our satisfaction rate is high. They feel that they are fulfilled in their career, in the way that they do their job, in the, again, managing societal problems. And so, you know, I think it's the good way, a good way to attract new talents and retain the talents that we already have. I'm quite proud of what we've done concerning our employees. Some of our employees didn't want to work in a B2B company. Our data scientists and data engineers were not attracted to our company, but 65% are in our company, either in the United States or in Europe.

Those are young employees that we have to motivate with diversity ratios and the right gender diversity ratio. We also have to have a good diversity of nationalities. We have 11 different nationalities on our two platforms. I think it's a good result. Once we have the right market, once we have the right tools, and once we have the right policy concerning our human resources, we need to achieve a profitable growth path. First of all, margin, growth margin, it comes hand-in-hand with the value. Value comes hand-in-hand with service, and service comes hand-in-hand with positioning. Good logistics, right offers, the right digital environment. Now, this margin, a part of it has to be maintained for our operational operating income.

So we have to control costs, productivity plan, digital plans, efficiency plans in order to be more simple, more rapid, more efficient as far as our activity is concerned. You need to have the right operational instruments every year. We need to know each year how much we have to put in the bottom line and how much we have to reinvest, for how much we have to dedicate to new investments. Three lessons that we have to draw. We need to have a very high level of service, whether we're living in pandemics or not, with the right branches, the investments that we've made in the United States, massive investments in order to go through this pandemic. But this pandemic is not finished. Every day, we have risks of closing down some facilities.

So we're still living through this pandemic, and we still are drawing lessons from it. Now, we need to keep what we have started in 2020. We need to have a strong leadership of the local teams. And, I think that we can be proud of our local teams, which are looking for the best sanitary conditions for the employees and the best way to achieve our objectives. Very client-centered approach, client-focused approach with a streamlined organization. And I've never seen such a convergence between the clients' requirements, the suppliers' offerings, and the society underlying trends. I think Rexel is very well positioned, and I think that the next years will be very promising with our American pillar and our European pillar.

I think that Rexel is a very strong company, and it's well-positioned for the future. 2021 prospects. We think that they will be achieved. That is to say, a sales growth between 5% and 7% on a constant and same-day basis. Everybody has understood that those are our ambitions. The April and first quarter results of this year makes it possible for us to be quite confident that we are going to achieve those objectives. EBITDA margin, adjusted EBITDA margin, about 5%, no doubt about that. Such a margin is really a very good result. So everybody works with this ambition. Everybody has to exceed this 5% in order to be certain to achieve these results. Free cash flow conversion by more than 60%, this is a rule for the company.

With Laurent, we look at that on a regular basis. I would like to thank our board of directors because it gave us this advice, and it's a very good advice. We have to be very vigilant about this free cash flow conversion rate. It's very important, more than 60%. Those are our prospects today, and it's a very comfortable situation that we are in. Once we have generated this cash flow, we have this capital allocation objective all throughout 2021 until 2023. To keep the present level of investment is quite indispensable and could be quite enough, could be a little more, a little less year after year, over these next two years. It's about 0.9%.

Part of it is going to be made in the digital business, and part of it is going to be made in automation. Flows of product that we have with our customers makes us think about those investments. We have seven or eight self-service robotic stores, which makes it possible to deliver our orders in less than seven minutes. I think that those robots are doing a fine job. The robot is able to carry heavy loads, and our employees deal with the quality of service for the customers. In our age pyramid, in our human resources, it's something very important. Concerning an attractive dividend payout policy, let's forget about 2020, and we are committed to 40% payout of net income.

Targeted acquisitions, maybe a selective disposal of asset used to be something that we didn't want to do in the past, but it's now something that we think about in the future and at present, because the world is changing fast. The markets are changing fast. We have opportunities to take, and sometimes we need to respond quickly. And also, we do not exclude any potential share buyback. Now, share buyback is a last resort policy if we cannot do something else, because there are lots of investments that make it possible to be very profitable. But we do not exclude share buybacks in the future. And according to what the merger and acquisition market allows us to do.

In view of what is available on the market, and what is a very good quality, so we do not exclude share buybacks from 2021 to 2023. You know about those ambitions to outperform the market by 50 to 100 basis points. We do not have yet the results of the first quarter, but I think we are in a good position. Improvement of profitability and generation of free cash flow, we have already mentioned that. As far as I'm concerned, adjusted EBITDA margin to 5% in 2021 to more than 6% at a constant and same day basis, it's quite achievable. An objective that we can achieve, and I think we are on the right path. We are looking at that very closely.

It's not something that we have to do at one point in time. It's every day. It's an everyday job, and we're quite confident that we will achieve that. Improvement of the free cash flow generation by 60%. Now, Laurent is dealing with that more than I... More confident than I am, and this is the way it's going to be for a long time. Balanced allocation of capital and a dividend policy, at least 40% of the net income. It's not always been like that in the past, but now it's a golden rule, 40% of the net result. It's a strong commitment. Optimization of balance sheet, Laurent is doing that very well. We have made a lot of improvement in the past. Each time there was a market opportunity, we've taken that opportunity.

Particularly increasing the return of investment for shareholders in a smart way, but I think that we can always optimize our balance sheet. We'll continue to do that, and I'm not going to come back to that because I've dwelt on that earlier. Reduction of CO2 emissions, minus 35% of CO2 emissions and minus 45% related to the use of the products that we sell. Corporate responsibility. This logo has been published in the first week of the pandemic. Now, you have this logo, which represents our very rapid adjustment possibilities, and I would like to us to think about the few employees who died of COVID. Out of our 26,000 employees, we've lost a few of them, and we are mourning for them.

None of these deceased employees had been contaminated on the job and in the company. Most, all of them had been contaminated in their social life, in their private life. And, so there were fatality, fatalities in our company. Some of our employees were contaminated, but, we, they managed to be isolated. So we would like to congratulate all our employees, and, our heads of departments. It was complicated to manage. They had to decide to isolate some of those employees, who had been in contact with a COVID case. So this is normal life in the co- corporations all around the world right now. Of course, vaccination is going probably to lead us to the end of the tunnel.

However, in spite of all those measures, we have to do our job. The job has been done and results are there. Congratulations. Our employees are very much aware of the crisis, and all throughout 2021, our health policy is going to be paramount. Now, lockdown is all very well, but it's complicated because it entails psychosocial, psychological and social risks. Now we have to allow our employees to do their job remotely, but without being cut off from our company, because distribution is a job that we have to share to see people in person. And all of a sudden, we tell some of our employees, "You have to stay at home," and so we have to support them. Concerning the corporate governance, we also need to talk about compliance.

There is a reference document concerning compliance, but we have to update those documents. Compliance is not a once and for all achievement. It has to be enhanced every day. We also have taken a certain number of initiatives, consolidation phase concerning sustainable development. We have built up all that from 2009 to 2015, and now we are recognized by rankings which are made by specialized companies, and we know where the Rexel Foundation is ranked, how it is ranked. We also have a leadership stage. We try to take our responsibilities.

We have made choices recognized by Science Based Targets, and we are ranked amongst the best, the top three in the ESG ranking. I think that it's a constant effort that we have to made. We have to keep our good ranking in the next few years, not just to have the award, but for you, ladies and gentlemen, for you shareholders, to be proud of this company, where you invested your money. Because from a societal point of view, from an environmental point of view, this is a company which has a good ranking. For each of you, I believe that it is important to know that your company has a good ranking, and your investment is a good investment for the society and the environment.

Now, it's also a source of value creation. Now we have the sustainable development issue. It's a business for us, but it's also a way of life, a way of doing business. And we can enter into various partnerships with suppliers or customers. We have to choose the ranges of products that we know that is going to be good for the environment, and we have to be sure that those products are manufactured in the proper conditions from an environmental point of view and a labor point of view. Concerning the corporate governance at the core of our strategy, 26,000 employees. If we need to have ethics, and we can very well attract the best people. However, if we do not have an ethical charter, there will be some problems.

We need to have an ethics charter. We have to check on a regular basis that this charter is complied with, and sometimes we have to impose sanctions and punishments. It does not concern only the individual behavior. It concerns the whole company, for instance, concerning the protection of personal data. Of course, there are minor misdemeanors, like stealing something, but there are also other misdemeanors which are more serious, and concerns protection of personal data or cyber attacks, and I think it's all about training. It's all about convincing people to do business with integrity and ethics, so we need to attract talents, but we also need to guarantee equal opportunities.

I'm quite proud that in some countries today, from a point, the equal pay is absolutely guaranteed, equal pay between men and women. So we have strict gender equality as far as compensation is concerned. It's quite normal. It's taken for granted, and this is in our DNA.

Laurent Delabarre
Group CFO and member of the Executive Committee, Rexel

Environmental performance and our engagement, and our engagement vis-à-vis the climate. But those are just words. We need to apply this to ourselves. And the plan is to have or place energy efficiency within the residences and housings of all of our people here working for Rexel, and we'll see how we'll have to work it out, because active energy efficiency is possible, and those who have it at home will accept this more easily. So this is one of the very specific things, just to lay things out in very specific terms and accountable policies in the value chain.

Now, out of the question that a supplier, a shady supplier, or that a non-ethical customer may actually be part of our landscape, either we correct things right away, either things work well, or that those people won't be part of the ecosystem. Responsible offer, I think I talked about it, the evaluation of performance, CSR performance, a supplier charter with a major effort, so as to have them embrace a responsible offer with both clients and suppliers, the responsible offer, I mean, with very specific criteria at hand, and integrate a circular and solidarity-based economy. This is no longer a project mode, but recycling, for example, the recycling of surpluses, the work sites that used to be thrown away in the past are now subject to collection measures.

We do this with customers, so as to be able to reuse those products and other products that may be part and parcel of initiatives through foundations. Perhaps thermal sieves could be used as an initiative for the benefit of those populations that cannot afford better housing. Diversity and inclusion is or are also very strong values, and we've been talking about it quite a lot, myself included, but we haven't done enough. Now, let me just take this with a grain of salt, because our American teams are highly aware and are just a few jumps ahead of us in terms of the social events. They actually drifted away. Well, there is a video of the head of the United States at the time of the Black Lives Matter riots and the recent conviction of the Minneapolis tragedy.

A very firm position vis-a-vis all the people, all the employees. A very nice video was shot, where, it is reminded that each and everyone could actually think whatever they wanted in their minds, but no way we could have a behavior which could be assimilated to such discrimination, or discriminatory behaviors. So I believe that by complying, with this. Okay, now we all need to think about diversity, because those behaviors that do not promote diversity and respect for others is a societal underlying parameter. Within the company, we need to have some sway over gender equality, or any type of equality. Career dynamics is another important parameter.

Individual development and managerial attitude and non-management, non-discriminatory management behaviors and transformation-based culture, because we got 11 nationalities represented among the data scientists and data engineers, and their mindsets, their educational culture sometimes, you know, influence them in their decision-making processes. And this is always a great lesson we can draw from this. We don't all do what we want, but, you know, we can draw lessons from this as evidenced of what is happening within the company. And around those convictions, and those convictions I'm trying to communicate with other teams in a very active way. But this also has to be related to solidarity and mutual support, which the foundation is responsible for, because on the one hand, the company does things, and on the other hand, the foundation does things too.

The foundation started out way before I got here, and it works day in and day out. The people within the foundation make project-related decisions, and we support some of the projects. When trying to be in too many countries at the same time, it's quite difficult, so we decided to focus on a more limited number of countries and be more concentrated with quite a number of partners, either within the sector or if people are pertaining outside of our sector, and they're highly engaged with us. And the results generated are things we can actually put hair on our chest with. And basically, 175,000 people generated some gains through the foundation and the partners. In other words, their housing got improved, most especially, and energy efficiency also got better.

We're talking about heating systems, we're talking about insulation, we're talking about life conditions, we're talking about families with children that could benefit from better schooling, and this better schooling is generated by their better life conditions. Okay, I really touched upon or dealt with the major aspects. I did talk with my heart, with my convictions, but I know that they also represent those of all of our employees. Now, François, I'm going to hand over to you, and you're gonna talk about corporate governance. Quite a number of things happened in terms of corporate governance in 2020 and in the first few months of the year 2021. The most significant event for the future is the appointment of our next general manager, Guillaume Texier, as of the first of September 2021.

This appointment actually took place in a selection process led by the appointment committee. Herna Verhagen was chairing this committee. That committee worked for about the better part of over six months, perhaps even eight months. Internal research with the evaluation of in-house candidates, and we had really high-flying candidates, in-house candidates, and after the analysis of all the possible external candidates. We're not just talking about France, we're also talking about French speaking in Europe, French-speaking people in Europe. So this is quite a wide range of people. There was a successive selection process, and after that process, the appointment committee was able to identify the possible eligibility of Guillaume Texier.

This actually came across as the most promising candidacy that was the closest in line with the needs of the company, as identified. Guillaume is an engineer by trade, and in today's Rexel and tomorrow's Rexel, this is quite useful and needed. He graduated from the École Polytechnique, Corps des Mines, and, well, he worked most of his career at Saint-Gobain. But, two very important points as far as we're concerned, as far as you're concerned, very interesting points as well. The first one, within the orbit of his duties, he was the operational manager for quite a number of years of subsidiaries in the United States.

He lived in the United States, he managed an American company, and given, as, described by Patrick, given the fact that the United States are one of, the major crucibles of, growth, in the future for Rexel, and as a general manager, it's quite interesting to have a person that has a personal knowledge over, American management systems. And it just so happens that our, head, the board, manager, Ian Meakins, also has personal experience of, the successful management of American subsidiaries. I'm talking about Wolseley, a subsidiary, which is a B2B, company in plumbing and heating systems. In the forthcoming years, we'll have a, duet here with very strong American, knowledge, which is a very important parameter for the future performance of Rexel.

Second, important point, Guillaume is now or has been since twenty nineteen, General Manager, Deputy General, General Manager at Saint-Gobain for all, the, France, Middle East, African, and Southern European regions. And this geographical area encompasses all of the distribution activities of Saint-Gobain. And, Guillaume has, credentials in terms of operational activities, in terms of B2B business. I'm talking about, construction material. And within, the compass of his duties, he was, able to significantly and visibly improve, the profitability of Saint-Gobain distribution activities. So those are two very important elements as far as we're concerned. I would also like to add that he was a Financial Manager of Saint-Gobain for three years, and he is a member of the board of directors of Veolia, and has been so since twenty sixteen.

Allow me to say this. This is no secret. He is a member of the special committee of the Veolia board that has some oversight over the Suez operation. He has an M&A culture, a merger acquisition culture, a financial culture. A very strong culture, and this is gonna be an asset to Rexel, because as Patrick said, Rexel today is now holding the situation of being able to carry out an active external growth activity. This is the definition of Guillaume in just a few words. He will take over on the 1st of September, and Patrick and I would like to thank you for this, was able to accept to defer his retirement until the 1st March 2022.

As of the 1st of September, until his departure, he will make himself available and contribute to a harmonious transition of the general management position within the strategic roadmap, which was presented on the 11th of February last, in the Capital Market Day session. This roadmap, and I'd like to hammer this home, which Guillaume knows very well, and which he fully embraced with the will of not only reaching but also outperforming the objectives defined in the roadmap. At the head of the company will hence have a general management team guided by a young man, a well-practiced person in the distribution of construction material, with an American experience and major ambitions for the benefit of Rexel.

As the entire board, I'm very happy and confident of the fact that Guillaume Texier accepted to step down from Saint-Gobain. Saint-Gobain is 150 years old and decided to join Rexel, which is younger and smaller a group, but not less effective. Now, just a word on corporate governance, in other words, on the board of directors. The structure of that board of directors, its activity, and the way it is organized. The board encompasses 12 members, including people you already know. The head, Ian Meakins, François Auque, who joined us. He's an independent director and head of the audit committee. Agnès Touraine, she's been with us for quite a number of years, and independent director and head of the compensation committee. Herna Verhagen, independent director and head of the appointment committee.

We have Elen Phillips, independent director, Brigitte Cantaloube, who joined us recently, independent director. Maria Richter, independent director, Marcus Alexanderson, who represents the Cevian Capital, the main shareholder with over 20% of equity. Patrick Bérard, non-independent director, because he's general manager. Patrick will be replaced as director, as a board member, as of the 1st of September. Guillaume Texier is gonna fill in, because Guillaume's appointment is actually or was actually put forward within the resolution of the assembly of the meeting. We're also extremely happy and satisfied with the contribution of the following people and satisfied with their presence. Julien Bonnel, director representing the employees, and Toni Kallas, American director or board member representing the employees.

Those two legs, Rexel legs, the continental leg, the French leg, and the American leg, are represented within the board of directors, and this is very good. This board is extremely independent. 80% of the members of the board are independent members. They're also highly well balanced in terms of gender, because we have 50% women, and this is a highly international board as well, because half of the members are non-French people. The board, in 2020, showed its commitment and responsiveness, quite remarkably.

The circumstances in which Rexel ended up because of the health crisis required a closer relationship between the board of directors and the decisions made by general management and its policy, and the board convened no less than 21 times in 2020, with an average turnout rate of 98%. So this board worked a lot, flat out, and quite effectively in 2020. All three committees, the classical conventional committees, are the audit and risk committees, headed by François Auque. Seven meetings in 2021, five members, a 100% role to turnout and a 100% independence rate. The appointment committee, headed by Herna Verhagen, six meetings, five members, 100% turnout rate, and 80% independence rate.

The compensation committee, headed by Agnès Touraine, seven meetings in 2021, six members, 100% turnout rate, and 80% independence rate. I would now like to boil down to the evolution of that board and the resolutions that are now presented to you. Let me start with myself. I'm sorry, my term is coming to an end, and that the renewal of my term is now subject to your vote, as well as those are the two other members of the board whose mandate is now coming to an end, Maria Richter and Marcus Alexanderson. Furthermore, we would also like to put forward the appointment of Guillaume Texier as a board member, and as Patrick, he could be both a general manager and board member. Let's now go on. Now, I believe that I. Well, Mr.

Chair, Secretary, General Secretary, I believe that those resolutions were already voted in, because you were asked to vote remotely, and you did so. And on behalf of all the board members, I would like to thank you for doing so. A few words now on the compensation of our executives. As stipulated by law, and we do this every year, resolutions approve the compensation, ex ante and ex post compensation of the head of the board, the board members, ex ante, well, no ex post here, no, not relevant, and the compensation of Patrick Bérard, our general manager, and the future general manager, Guillaume Texier, ex ante for one, and the other ex post for Patrick Bérard.

This compensation is defined by the board of directors on the basis of recommendations issued by a specialized committee headed by Agnès Touraine, and by taking into account both recommendations issued by the corporate governance AFEP-MEDEF code-related corporate governance, and the needs of the company. As most companies, if not all companies, well, we have two key objectives: attract and retain executive corporate officers, developing an efficient work relationship with the board members. They are also supposed to defend the interest of shareholders, motivate and attract and retain executive corporate officers that are developing performance and competitiveness for the benefit of the group.

And we're also doing our utmost to position the annual fixed compensation of corporate officers in line with the average of the reference market, and, specialized firms are helping us out, most especially Willis Towers Watson. And we also pick out or decide to position the compensation of the general manager with a fixed amount, which is, in line with a lower average, and the variable, which is in line with the upper average. Now, that's the maximum and target, criteria with extremely demanding performance requirements. As far as the head of the board is concerned, his compensation is fixed, as stipulated by the AFEP or imposed by the AFEP-MEDEF Code, and, for the year twenty twenty, it went down versus twenty nineteen. Why?

Because it was brought back for the second part of the year or the latter quarter of the year to 300,000 EUR, and for the next two years, given what Ian Meakins told us. He told us he was ready to accept the second presidency, or position as the head of the board of directors, in Compass, a major British listed company, and we thought that as a result, he would have a little less time to dedicate to Rexel, and this is not at all what happened, actually, since he took over, and he's really dedicating exactly as much time, if not more time, to Rexel. We also thought that his contribution...

Because his compensation here is actually pertains to the upper category, you know, for when compared to similar companies in terms of size, and this was justified when he was recruited by the board in 2017. It showed that he had been committed in the United States, and results were really up to snuff. Today and tomorrow this commitment might actually be less important because Patrick Bérard and Guillaume Texier are actually performing their executive activities in the United States today, and will do so in the future as well. The equity ratio is actually in line where the method is designed by the AFEP, and is about at a very satisfactory level.

By definition, it also reached an improved position because the compensation of the manager went down. So much for the ex-post opinion or this vote, ex-post vote, in terms of the 2020 compensation level, and an opinion on the 2021 compensation level. In other words, a fixed amount of EUR 300,000 for the reasons I just explained. Now, as far as...

François Henrot
Vice Chairman of the Board of Directors and Lead Independent Director, Rexel

Now, concerning the director's compensation, it's exactly similar to last year's policy, that is to say, 40,000 EUR fixed compensation. Variable part, 8,000 EUR for each committee meeting, with a 40,000 cap per year. The chairman of the committees have 25,000 EUR for the risk committees, which is very time-consuming, and 15,000 EUR per year for the compensation committee. The lead director has 100,000 and 40,000 variable and fixed compensation. The risk committee chairman, you can see that on the slide, has a certain compensation. Now, for the other committees, like the appointment committee, fixed part 40, variable part 40, bonus 15, and total gross amount 95.

Directors, fixed part 40, variable part 40, bonus, no bonus, and gross amount 80, which has been 100% paid, because the attendance was 100%. In view of the non-French, for the non-French directors, we have a traveling allowance, twenty thousand taxable allowance when the director has to travel. Of course, in 2020, there has been no allowance for traveling, because all our committee meetings, all our board meetings, have been convened on a virtual mode. But I do hope the next year, and maybe this year, with the help of God, if and with the help of the sanitary authorities, I do hope that, till the end of 2021, we will have the opportunity to meet again.

This is the compensation applicable to the directors, which is similar to the compensations for 2020. Concerning the ex-post compensation and an ex-ante compensation 2020. First of all, ex-post compensation, 2020. The shareholders' meeting of the 25th June 2020 had approved an increase in its fixed compensation for Patrick Bérard from EUR 650,000 to EUR 700,000, an increase in target variable compensation from 120% to 130%. Patrick Bérard has decided to give up, for 2020, the compensation increase that we had voted in 2019. He had accepted to have a 20% decrease in his compensation from the first of April up until the thirtieth of December.

The annual objectives, which had been set initially for 2020, had been suspended in view of the upheaval created by the pandemic. The board of directors has decided, in the middle of the year, to replace the initially chosen criteria to determine the variable compensation of Patrick Bérard, has decided to replace this by other criteria agreed by the employees and the group in order to know how the group had responded to the pandemics. So we have decided a 60% weighting of the financial objectives. The liquidity objectives, 25% weighting. Why? Because in 2020, and we have already forgotten that, in 2020, our first and foremost concern was to protect the group liquidity. Also, the debt policy was weighted 25%, 25%. Why?

Because, there again, concerning the debt, group debt, and in view of the governmental aid, particularly the guaranteed loan by the state, we were very keen on having a very stringent control of the debt, of the group debt. You've seen that the group debt has been reduced significantly in 2020, and now we have a debt ratio leverage, which is the lowest since 2007. This goal, although there's two goals, management of liquidity and management of the balance sheet, have been perfectly achieved by the management, senior management, and another objective concerns the growth of digital growth in order to pave the way for the future. We also had assigned or allocated to Patrick individual objectives, weighted at 40%.

That is to say, the business continuity plan during pandemics and the very fast recovery of business, with a weighting of 35%. Also, a review of the societal responsibility, corporate responsibility, 25% weighting, and this is this goal has been achieved. And also one last criteria, to protect and strengthen the relationships with the strategic Rexel suppliers. The idea was to take advantage of this crisis in order to have closer relationships with the suppliers. As far as we are concerned, those relationships with the suppliers should not only be a relationship between a distributor and a supplier, but also based on a partnership with services provided by the distributor to the suppliers and by the manufacturer to the distributor.

This very important objective has been allocated to Patrick with 37.7% weighting. Now, those are the reminders concerning Patrick Bérard's compensation framework for 2020. Concerning the figures, in 2020, Patrick Bérard received a lower compensation, EUR 650,000 in 2020 and in 2019, and EUR 585,000 in 2020, because he personally gave up part of his compensation in order to make his interests consistent with the employees' interests. A variable compensation, EUR 780,000 for 2019, and EUR 702,000 for 2020, for the same reason, which has been allocated to him in view of a satisfaction rate of 120% of the objective achieved.

All the goals have been achieved by Patrick Bérard, so his compensation was EUR 659,880, slightly up against 2019, so 84% in 2019, and with not a lot of benefits, mainly the availability of a company car, so in 2020, the total compensation was EUR 124,000. So according to the performance-based compensation, EUR 841,000 in value for the performance shares. No change in the defined benefit retirement benefits, so total compensation EUR 2,920,000, so down compared against 2019. So his total compensation was down in 2020 against 2019.

Now, concerning the 2021 compensation, up until the first of September 2021, the end of his term of office. EUR 700,000 in fixed compensation that was decided last year by the general assembly. Variable EUR 910,000. Total target compensation in annual value, EUR 1,610,000, with an annual target compensation of 130%, and a variable annual compensation, maximum compensation, in percentage, 79%. Now, this is the compensation for the last year of his term of office, and it's going to be applied proportionally to his duties as a CEO. 8/12, since Patrick is going to leave on the first of September, and Guillaume Texier is going to take over.

Let's come back to the performance terms in 2021. Now, first of all, quantitative financial criteria representing amounting to 75% of the variable compensation... and also the usual criteria that we, you approved in the past. 2020, for the management of the pandemics, we have decided to change this criteria. Quantitative financial criteria, adjusted gross margin, measured in volume, 47% weighting. EBITDA, adjusted in volume, 40% as well. The requirement in a working capital, 20%. Qualitative criteria, 25% weighting. That is a one-third for digital transformation, one-third for stability and development of the managing team, management team, and one-third for the corporate societal responsibility, measurement of the carbon footprint, for instance, and also, as of now, inclusion and gender equality. Now, those are the criteria for Patrick's variable compensation, 2021.

The performance shares are related to the performance over three years with terms concerning the attendance. At least represent at least 20% of the shares until the end of the term of office, and the performance-based compensation may not represent more than 75%. So the performance-based compensation has to represent about 75% of the annual compensation. No allocation of performance shares in 2021 because his term of office ends on the first of September. No severance pay, it's non-relevant, it's irrelevant, and concerning his pension, his retirement, it's Article 39 which applies. When Patrick leaves for retirement, no exceptional compensation during his term of office.

When he goes on retirement, there is a retirement, pay compensation according to the corporate agreement on the basis of all the years that he served in the company, from 2003 to 2017, time at which he was appointed CEO. Now, concerning the new CEO, Guillaume Texier, what is his compensation? Fixed compensation, EUR 800,000. We have considered indeed, that Patrick's compensation had been set for three years at EUR 650,000, and then had been slightly increased to EUR 700,000 last year. And, it was not in compliance with the average quartile on the market. So we thought it was quite normal to increase the fixed compensation of the new CEO, but still in compliance with the lower quartile on the market.

But it's still, it's a little bit, closer to the average on the market, prevailing on the market. So it's, the position is EUR 800,000. The variable compensation in, EUR 960,000, which means a total, compensation of EUR 1,740,000. The annual compensation in percentage is 120%, and the maximum amount provided the, objectives are exceeded, is 162%. Since Guillaume is going to take office only, by September, first of September, he will have, compensation proportionally for the four months during which he will take office. EUR 267,000 fixed, EUR 320,000 variable, EUR 587,000 total target compensation, and the percentages are unchanged. For the variable compensation, terms are the same.

70% quantitative, adjusted gross margin, 40% adjusted EBITDA, 40% operational working capital requirement, 40%, 30% of the target for qualitative conditions, stability of the management team. Update of the midterm plan, 33%, not a downwards reduction, of course. And draft report for the third, first one hundred days, 33.33%. We've asked Guillaume to draft a report for the first one hundred days, because it's very important to do that, to request then that from a CEO coming from another company, to ask him as an observer, to.

Take stock or to make an assessment of the operation, the way the company's operated, what kind of improvements we can make, et cetera, what kind of shortcomings he can notice. It's gonna be part and parcel of his compensation for 2021. Now, this, those are the components of the 2021 CEO compensation. For the, for one-third of the year, there will be performance shares completely subject to, to performance conditions, assessed over three years with attendance conditions, with an obligation of preserving those shares. Severance pay, we didn't have that for Patrick, who had been recruited inside, within the company, and had kept his contract, his labor contract. So very strict conditions for granting severance pay, with a cap of 18 months of annual compensation.

Also, we had, we have an upfront pay at the time when Guillaume is going to take office, with a cap of two years of compensation, the compensation that he used to receive in his former company. You probably know that Guillaume made a sacrifice, particularly from a share plan, performance share plan that he used to have in his former company. So it seemed to us quite fair to share the burden of his sacrifice with him. So in strict compliance with the AFEP-MEDEF Code, we have decided to grant or to compensate for half of his loss that he is subject to because he left Saint-Gobain. Concerning his retirement, he will not benefit from Article 82 provisions.

His eligibility to an additional supplementary retirement scheme on the basis of Article 82 and, or another article, will be studied during his term of office and could be updated during his term of office. We also have planned for an exceptional non-recurring compensation cap to 12 months if he has to perform an exceptional non-recurring task or duty in compliance with the AFEP-MEDEF Code. Now, this is it. Thank you for your attention. I'll give the floor back to Laurent for the auditor's report.

Laurent Delabarre
Group CFO and member of the Executive Committee, Rexel

Thank you, François. I will now talk about the assignment, the KPMG, PricewaterhouseCoopers, reports on, the fiscal year ended thirty-first of December 2020. We summed up the essential points of the, report. Now, so far as the, annual and consolidated accounts, the objective of their mission is to get, in pursuant to the accounting principles, a reasonable assurance as to the sincerity and the regularity and the faithful image of the accounts as a whole, and, that they should not contain any significant anomalies, and their approach is adapted to the organization and the activities carried out by the group, as well as the, complex and, scalable, situation related to the COVID-19 health crisis, and, as attached to carrying out or checking out the, current and extraordinary operations, such as disposals, restructurings, and the financing operations.

The conclusions were presented in a report submitted to the Risk Committee and the Board of Directors on the tenth of February 2021. Pursuant to the Commercial Code, the auditors are now communicating the key items related to significant anomalies, which according to the professional judgment were the most important ones in the account analysis. In so far as the consolidated accounts are concerned, we're talking about the evaluation of the recoverable value of goodwill and other intangible assets, supplier rebates, and most lies in the complex and volatile economic context, which we're now experiencing with the health crisis. So far as the annual accounts, we're talking about the evaluation of shareholding securities.

In conclusion, they expressed in a clear reserve on consolidated accounts as well as annual accounts. Furthermore, in pursuance with the specific checkings, they have no observations in so far as the sincerity and the relevance of the accounts and the information divulged by the management report and included in the documents given to you. They made sure that the information was specific and talked about the remunerations and advantages paid out to corporate offices and all the miscellaneous information regarding capital and voting rights.

As far as the report related to the regulated provisions, they were informed of no agreement, and no agreement was concluded during the year. As far as the report made by one of the auditors appointed OTI in terms of extra-financial performances included in the management report and related to the Commercial Code, the objective of the mission is to obtain with respect to the provisions of Article R225-105 of the Commercial Code, in a moderate assurance insofar as the compliance of the declaration and the sincerity of all the information provided. In other words, the results of the policies and some key performance indicators, no significant anomaly was identified.

As far as the special report related to capital related and from operations which are included in fifteen to 22 resolutions, the auditors have no nothing to say regarding a capital reduction ideas and considered by the fifteenth resolution. No observation are to be expressed in terms so far as the capital security issuance with the seventeenth and eighteenth resolution, or under those resolutions, and opinion as to the choice or calculation regarding the issuance of capital under sixteenth and resolution, nor the definitive proposals the elimination of the preferential subscription rights under seventeenth and eighteenth resolutions. Additional report will be issued during the use of those delegations by our board of directors.

They did not or have no observations regarding the modalities regarding premium shares under 21 or 21st and 22nd resolution. I'm now going to hand over to Sébastien Thierry, and he's going to give us the questions asked by shareholders via the digital platform, which was made available in this session.

Sébastien Thierry
VP, Group Legal Affairs, Rexel

Thank you, Jérôme. My name is Sébastien Thierry, and I would like to inform you that the company got no questions from shareholders via the digital platform, which was made available, quite exceptionally, in the context of this confined general meeting. I will now go in to present the results of the votes of the resolutions. First resolution regarding the approval of accounts with a loss of EUR 6,786,866.15, resolution was adopted.

Resolution number two, regarding the approval of consolidated accounts, incurring a loss of EUR 261.3 million, adopted. Resolution number three, regarding the allocation of the income generated in 2020 and the payout of an amount of EUR 0.46 per share. Resolution was adopted. Resolution number four, regarding the approval of regulated agreements under L225-38. No new contract was signed in 2020, and no agreement before actually got extended in the year 2020. The resolution was adopted. Resolution number five, regarding the applicable compensation policy for the benefit of the head of the board of directors under 2021. Resolution was adopted. Resolution number six, related to the compensation policy, which board members will be benefiting from, adopted. This was an ex-ante resolution.

As number seven, regarding the compensation policy for the general manager, Patrick Bérard, for the year 2021, up till the end of his mandate, ex-ante, adopted resolution. Resolution number eight, regarding the approval of the information in three two two in the Universal Registration Document 2020, as amended. Remuneration of corporate officers for the year 2020, in other words, head of the board of directors, and board members and general manager, the resolution was adopted. Resolution number nine, regarding the money paid out in 2020 to Mr. Ian Meakins, head of the board of directors, ex post vote, and the resolution was adopted. Resolution number ten, related to the compensation paid out under the in the year 2020 to Mr. Patrick Bérard, general manager, an ex post vote, and the resolution was adopted.

Resolution number eleven, the renewal of the role of board member for François Auque for the period of four years, and the resolution was adopted. Resolution number 12, regarding the renewal of Marcus Alexanderson's position for a four-year period, the resolution was adopted. Resolution number three, regarding the renewal of the role of board member of Ms. Maria Richter for a period of four years, the resolution was adopted. Resolution number four, regarding the authorization given to the board of directors to operate on the company's shares, the resolution was adopted. Resolution number fifteen, regarding the permission given to the board of directors to reduce equity through cancellation of shares, the resolution was adopted.

Resolution number 16, allowing the Board of Directors to increase capital while maintaining the preferential subscription right. Resolution adopted. Number seventeen, allowing the Board of Directors to increase capital with the elimination of the preferential subscription right through an offer to the public, and the resolution was adopted. Resolution number 18, allowing the Board of Directors to increase capital with the elimination of the preferential subscription right through private investments. The resolution was adopted. Resolution number nineteen, allowing the Board of Directors to increase the amount of initial issuances in case there are surplus demands for the 16th, 17th, and 18th resolutions. The resolution was adopted. The 20th resolution, allowing the Board of Directors to increase capital in remuneration of shares given to the company. The resolution was adopted.

Resolution 21, allowing the Board of Directors to carry out an issuance with the elimination of the preferential subscription right, for the benefit of those saving plans owners, adopted. Resolution number 22, allowing the Board of Directors to carry out the issuance with the elimination of the preferential subscription right, which some beneficiaries would benefit from, so as to carry out shareholding operations for employees, adopted. 23, allowing the Board of Directors to decide upon the capital increase through premium incorporations, reserves, benefits or others, the capitalization of which would be admitted. The resolution was adopted. Resolution number 24, related to the change of the bylaws of the company, so as to update some of the references related to provisions of the Civil Code and the Commercial Code, and the resolution was adopted.

Resolution number 25, related to the approval of the applicable compensation policy, which Guillaume Texier much benefit from in the year 2021, as of his nomination on the first of September. Resolution adopted. Resolution 26, related to the appointment of Guillaume Texier as a board member for a duration of four years as of the first of September 2021. The resolution was adopted. Resolution, finally, number 27, regarding the power to carry out legal formalities. The resolution was adopted. I will now hand over to François Henrot for a conclusion.

François Henrot
Vice Chairman of the Board of Directors and Lead Independent Director, Rexel

Ladies and gentlemen, the agenda has now come to an end, and I would like to thank you for your votes and for the confidence which you are expressing, for the confidence of the management of Rexel, and I'm now concluding or closing the session. I wish you a very good day.

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