Alstom SA (ALO) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen, I declare the meeting of the combined ordinary and extraordinary general meeting open. First of all, I would like to thank you all who are here today to large attendance. And I would like to welcome the shareholders who attend this meeting remotely. At my side are Mrs. Emmanuelle Petrovic, General Counsel; and Mr. Laurent Martinez, CFO. I would like to welcome the members of our Board of Directors in the front row with the members of the management. In accordance with Deloitte's, now my responsibility to constitute the bureau, I call as scrutineers, Mrs. Kim Thomassin representing the Caisse de dépôt et placement du Québec, our largest shareholder, who holds 65,367,765 shares; and Ms. [indiscernible], representing Amundi which holds 13,847,598 shares. 2 members of the assembly who represent the 2 largest numbers of votes and who have accepted this function. They are here with us, and I thank them. I propose with the agreement of the scrutineers to appoint Ms. Emmanuelle Petrovic as Secretary to the Bureau of this assembly. The statutory auditors of our company, Jean-Luc Barlet, representing the Mazars and [indiscernible] representing the firm PricewaterhouseCoopers Audit. They also attend our meeting. I now give the floor to Mrs. Emmanuelle Petrovic.

Thank you, Chairman. The agenda and the resolutions to be voted on at this combined general meeting are set out in the notice of meeting, which is available on our website and which has been sent to the shareholders. This agenda and the resolutions are also included in the notice of meeting published in [ ballot ] #66 at the third of June '22. The report of the Board of Directors on the resolutions is included in the Notice of Meeting brochure, the reports of the statutory auditors have also been made available to you and are included in the notice of meeting brochure. In order not to prolong the assembly and necessarily, I propose not to read out the agenda and the reports. On the desk here, you have the documents required by law and listed in the minutes of this meeting are included in the file. All these documents have been made available to the shareholders at the registered office of the company. With these clarifications, I would like to inform you that the meeting will proceed as follows. Our Chairman will present a review of the '21, '22 financial year and the strategy. Laurent Martinez will comment on the group's financial results for the same period. The activities will be presented Mr. Yann Delabrière, independently, the Director will present the activity of the Nomination and Remuneration Committee as well as the elements of [indiscernible] for the past financial year and the remuneration policy for executive directors. Ms. Sylvie Rucar will present the activity of the Audit Committee since she entrusted me the responsibility with presenting the activity of the ethic and compliance committee on behalf of -- do it on behalf of Sylvie de Beaupuy, Chairman of the committee, but I apologize for absence being in contact with the COVID patients. Frank Mastiaux present the activities of the Integration Committee and the statutory auditors who present their reports, and you will have a Q&A. To conclude, we'll have the presentation and vote on the resolutions to facilitate voting and enable the results to be displayed more quickly and electronic voting process will be used. When you enter the room, you'll be given an electronic voting box. I ask you to keep close at end. And could you please hand it back to the hostesses on leaving the room. I inform you that the attendance sheet is being checked. We welcome shareholders until 3:00 p.m. as of the date of registration of the shares to which at least one voting right is attached, the share capital of your company consists of 373,783,756 shares with a par value of EUR 7 each. So according to the provisional attendance, the shareholders present or represented or having voted remotely hold [ 254,300,067 ] voting shares, i.e., 68.03% of the shares with voting rights. The quorum required for the general meeting is 20% for the ordinary part and 25% of the extraordinary part. A quorum of 25% is therefore already reached and the meeting can validly deliberate. I would like to remind you that this meeting is filmed and broadcast live on the company's website, and I'd also like to inform you that an usher is present in the room. Back to our Chairman.

Thank you very much. I'm going to move on to the general presentation. Plays a video clip? Okay. No? Okay. No video. Okay. So general presentation. So it's important to take the situation of the company today, not only for the financial year '21, '22, but to have an outlook and look at our strategy. You know that our rail market is linked to the economic growth, mainly and urban development and the transition towards softer mobility, more sustainable transition. And I would like to start my presentation in saying that rail is the most sustainable transport mode. In terms of CO2 emission, its consumption of energy, of course. And given the economic situation, the energy consumption is very important. But in terms of safety and use of the ground, we've seen more and more regulations in the last few years, favoring the rail transport and more and more investments on rail transport. I mentioned some of them on this slide, whether it's a ban for a short-term flight in Europe or the operations carried out in the cities to make sure that there is not so many cars in the cities and a massive investment as well, further to various stimulus packages in the world. It seems a bit theoretical, but in practice, this means that the market is quite buoyant for us. And we are going to give you some examples here. Over EUR 180 billion sales opportunities in the next 3 years and what is remarkable is that it's not only 1 continent or 2 continents, but throughout the continent, we see a market which is extremely positive. In Europe, of course, to start with in Europe, in France, in Germany, in Italy with a lot of stimulus packages and in Spain, in Africa and in the Middle East, especially with the increase in the oil prices, a number of investments is going to be made in the Middle East, in Egypt, a lot of investments. So Africa and Middle East are recovered, which was not the case 2 or 3 years ago. In America, in North America, as you know, in the U.S., there is a recovery plan for infrastructure. And in South America, there was a slowdown in the past, but now there is a strong recovery for those infrastructure plans. You saw Tren Maya in the video. It's a project in Mexico, Asia, buoyant market, whether it's Southeast Asia, India, many projects in India. As you know, India has a lot of cities and needs to have metros. Very few cities have a tube in the cities. And for the main line as well, India launched an electrification program for the whole network. And in Australia, many, many projects as well, urban projects, but also freight projects with the opening of some mines in Australia. So a very buoyant market is positive throughout the world with these driving force of the urban growth, the economic situation and environmental policy across the world. They would like to have a more sustainable mobility, and it is true throughout the world. Okay. So Alstom, where do we stand here on this market? What is our positioning thanks to the acquisition of Bombardier, we did last and I'll come back to that later. We have a leadership positioning where we are the only rail stakeholder having a global footprint. When I say global footprint, it's not only from a sales point of view, but also in terms of factories, engineering centers, development centers, execution of our projects. Our market share for Rolling Stock accounts for over 50% of our activities. So this market share accounts for 40%. I exclude the completely closed markets like Korea or Japan and to a large extent, China. But apart from that, our market share is 40% for Rolling Stock. For Services, very important to us. We have an installed base, i.e., the number of carriages we delivered, 150,000 carriages. So by far, we are the first supplier of services in the world. And including if you take into account the operators like SNCF or Deutsche Bahn, this installed base enabled us to develop a service activity accounting for over 20%. Signaling. That is the IT management system for the network and for the Rolling Stock, for traffic, the protection of train, roads. 15% of attractiveness. And here again, we have a leadership positioning with Siemens and Hitachi taking over [indiscernible], as you know. And then we also have turnkey system. What is a turnkey system is, the capacity for Alstom to supply a city or a territory with a complete rail system, including the infrastructure, the electrification, the signaling and rolling stock. We can do it as a consortium with civil engineering people when it's a turnkey metro system. We are not going to manufacture the tunnel. We're going to lay tracks, the catenaries, signaling the tube itself but not the tunnel. And we can do that in cooperation with civil engineers. We are, by far, the leader on this market segment, about 10% of our activity. So you see an extremely robust positioning, stable position, be it from a geographic point of view or in terms of leadership. And this market, as I said, is growing very strongly. Last year, I had the opportunity to present our strategy to you based on the 3 pillars. The first one is growth. We grew not only for the sake of growing, but because this market is growing itself and requires some major investments and is up to us to meet the demand -- the demand of authorities, passengers. And so we rely upon our worldwide industrial footprint. I'm completely convinced of the fact that we can only be successful on our markets if we are physically close to our customers and if we well integrated in the local life of the territories we serve. That's the first pillar, growth. And then our second pillar is the delivery and the execution of our contracts. We have a record level order book. Several billion delivered in due time with the right quality. And of course, the main daily objective of most colleagues across the world is to meet the needs of our customers. And then we should not forget that the third pillar, innovation. If we think that the rail transportation is, by far, the most sustainable transportation mode, the one having the largest -- the biggest benefit in terms of sustainability. However, we should strengthen the attractiveness from an economical point of view, financial point of view. We want our systems to be more efficient. And of course, the environmental attractiveness, we can always improve it, and its attractiveness for the passengers because it's -- we cannot force people to take the train, all passengers should be attracted by this mode of transportation. And this is what is underlying our innovation today. Where do we stand? And what was our financial year '21, '22? You saw that in the figures. And many announcements were made over the year. We had a backlog, a record level backlog. Many orders across the world. You see a few photographs of trains. It's more visible, signaling contracts as well and service contracts, too. So we have regional train contracts, especially in Europe, a very strong market. We launched a new platform called Coradia. It's the same platform in the various countries. You see trains in Germany, in Denmark or in Norway. It's always the same regional train platform we roll out across Europe. A few specific contracts HS2, for example, it's high speed in U.K. We're very proud of this contract. It was -- U.K. was one of the last countries in Europe without this very high-speed network. A few trains in Ireland, EUR 300 million, but it's a framework contract. Tren Maya, which we've talked about. It's quite representative. It's a train for tourists that will go around Yucatan Peninsula. Short distances and long distances at the same time. It could be a night train as well. So urban trains, we could talk about them like Santiago Metro, for example, and RER in France, we are building RER E. So again, it's -- it was a very good commercial activity. And we are led by end markets, our positioning, technology, our expertise thanks to which we can sign so many orders. Innovation is fundamental for us. 3 different axes here, the environment, first of all. We constantly improve, and I come back to all that we're doing about the environment more precisely, but we are improving the footprint of our materials. We have -- we still have diesel trains, but we are replacing all those trains with new solutions, electrical lines, batteries, hydrogen engines or hybrid. We announced the launching of a hybrid train in France, hydrogen train in Germany, for example. Passengers now. We keep talking about connectivity, WiFi, comfort, onboard our trains, lights. Now we are focusing on something else here because of this health crisis we've all been through, we improved health of our passengers, thanks to antiviral filters, for example, that eliminate more than 99% of viruses and they guarantee a safe journey. Then semiautonomous train. It's a way of improving network -- a safe network is key. It's key for economic efficiency, for transport reasons and so on. Something else, automation of trains. We'll have more and more -- many metros today don't have any drivers anymore. They're fully autonomous. It's not the case for trains. It's not yet anyway. There is obviously a major difference between a metro in a closed system and a train in an open network. So we have tried working on this with a SNCF, with Deutsche Bahn. We've tried working on autonomous trains, regional autonomous trains that will give flexibility to operation and more capacity to lines. An autonomous train is fluid. So many, many different innovations. We are not, at the moment, becoming any commodity, not at all. We are innovating all the time. Now delivery, as I said, finalizing our contracts, industrial autonomy and efficiencies. These -- all these are priorities. A few examples of what we're doing at the moment. We have -- we're doing thousands of things every day in order to improve our efficiency, but you have, for example, automation and digitalization. Our industry was either late with robots because we tend to handle big parts, really big parts. So you can imagine when you have a big sort of shell train that you have to handle from one place to another. It's difficult to have robots. But now in [ Tarbes ], for traction systems or bogies, we have more and more robots working in all our sites. Something else, digital innovation in the management of our flows, manufacturing of parts, augmented realities, something else to train people, to train operators. We have short series in some trains. So in order to train operators, to assemble those parts instead of doing things again and again online, they do it with digital tools. Same business of maintenance of trains. It's fully digital today. Another element, engineering. We have a dream here. All engineers, everywhere in the world. We have engineering centers, as you know, everywhere in the world where each center when it develops its own train should have access to every development that has taken place in Alstom everywhere in the world. So we are now implementing a very important digital system. It will be like a book shop, a library of trains, all the trains that have been developed by Alstom. It would be very fluid, you will have access to parts, to the development of those trains, industrialization, our phases, suppliers. So it's a big digitalization program of the development chain of trains in Alstom. Obviously, the physical part is important. We have to be close to customers. We are working in global market. So we have to develop production capacities outside Europe. We do it in Europe, obviously, but we have to do it outside Europe as well. You have here some examples in Eastern Europe and India. A few years ago, 10 years ago, we had a few hundred employees in India, now more than 10,000 employees in India in all sorts of different sites because the Indian market is one of the biggest markets in the world, given the population of India, which is constantly increasing, they will have more people than in China very soon, as you know. So it's important for economic reasons, political reasons, legal reasons. Many countries have specific constraints, legal constraints, obviously, tenders, have their own constraints. We have been able to get some of those contracts, thanks to this regionalization, thanks to our presence we have in Mexico factory in Sahagún, for example. Same for U.K., HS2 was one, thanks to our presence in U.K. Australia is another example in Australia, they're asking us to be present in the state in which we are delivering specific trains. Laurent will give you the details of financial numbers, but our objectives for this first year of integration of Bombardier. I will come back to that later. So we have reached our objectives anyway. We have reached our commercial objectives, EUR 20 billion of orders. Our EUR 15.5 billion, It's just revenue adjusted here. The cash has been invested to start again new Bombardier contracts. So that's a good transition. We're going to talk about CSR and then I will talk about Bombardier. CSR first. What are we doing? This is very important. The first time I dedicate time during such a meeting on CSR. It's a key thing for Alstom. It's a key thing for Bombardier. 4 chapters here in CSR. First, decarbonation of transport, mobility in general. This is our first objective. But within the company, we also want to guarantee well-being for all our employees. We want to become a commercial partner, a responsible subcontractor and we want to have an impact on society and on the communities in which we operate. First point, which is decarbonation. I'm afraid this slide is a bit complicated, but if you follow things, there are now standards when you have to calculate CO2 emissions, Scope 1, 2, 3. And Scope 1 or 2, it's the direct and indirect emission of CO2. It's due to our operations, energy we require. And Scope 3, it's the indirect production of CO2. So CO2 which is sent into the air, with Alstom, It's the one used by trains or it's energy used by our trains, electrical, energy or diesel energy. And this is what obviously impacts emission of CO2 during the shelf life of all our products. More than the energy we actually use and require to make those trains. Nevertheless, we have a global vision of things. Scope 3, for example, products sold in other 32,000 kilotons, much more than what we sent into the air, 230 kilotons. But nevertheless, it's our responsibility to work on products we sell and to work on our own emission of CO2, and our objective is what we call net zero. We should have a balance between these 3 Scopes. Other examples. Again, some trains today are diesel. They have to change. They have to evolve, become hydrogen trains, why not, new engines. We are also working on the efficiency of electrical systems. The supply systems of train, what we call reversible power converters because we collect the energy we used to slow down, in braking power is used. In the past, when a train would brake, it was energy, but lost energy. Now we make sure that we get back this energy. We work on our own processes. We produce ourselves our own power. So we have solar panels, thanks to certificate we buy green energy for all our factories. But again, the first objective here is the decrease of our energy consumption everywhere, in all our trains. The future TGV, for example, an additional 20% capacity, minus 20% in energy consumption. So it's very important. It's a very important objective, which is actually, which we are actually focusing on in CO2 emission and so on. So our objective for 2025, we'll save energy, our targets energy saving and 25%, 100% renewable electricity supply. When we produce Rolling Stock, 95% of the parts use are being recycled. So we work on circular economy as well. Now employees. We want to guarantee well-being and health of all our employees. Decrease the number of accidents, for example. We are also in favor of diversity. One of our values is diversity and inclusion, 23.2% women among our managers and engineers. Our objective is 28%. We are certified top employer in 3 regions and 14 countries, and we are going on working on that. Now positive impact on society. At a local level -- we work at local level in many regions. We were close to the population. When a new infrastructure has to be used by passengers, but it should be useful to local industry and local communities. In South Africa, for example, we are going to train operators for our customers and partners. 22,000 people will be trained in the coming years in South Africa. So we'll train our employees, but more than that. Same in Sri City in India, 75% of the supply chain is fully domestic with local suppliers, local subcontractors. We also work with communities, we have a foundation. We have projects in our foundations via our employees, environment protection, access to electricity and water, access to mobility and so on. Our objective is to support 250,000 people. And that's what we are focusing on at the moment, in general, every day. We have to act as a responsible business partner with our suppliers, with our customers. We work with high standards here, compliance, ethics. We are asking our suppliers to comply with the CSR things. And we are major stakeholders in all the countries in which we operate. We focus on local initiatives, more responsible suppliers. Compliance is a key word for us. And obviously, we have an alert procedure. Now back to Bombardier. Here, we're going to show you a video, show you what we have already done in our Bombardier factories. [Presentation]

So as -- I said it when we made the acquisition of Bombardier, but we thought we would need 3 to 4 years to fully converge Bombardier and Alstom. We think that the first year was a successful year. Integration has been successful so far. We've been able to implement the tools and the structure necessary for this integration. It was -- there were commercial successes. We've been very dynamic from a commercial viewpoint. Our customers like the way that we integrated the portfolio. They still trust us. And the NPS, as you can see here, is net promoter score. When we do a survey, the answers are positive. More than 90% of our customers consider that Alstom is working well with Bombardier and vice versa. This is very important. The team, there is now one single Alstom team. They were not ex Bombardier people in Alstom. It's only one single Alstom team, one organization. We -- our IT tools are converging. It will take years, obviously, some digital systems have to be deployed. But nevertheless, the group is operating quite normally with the tools. We are working on this convergence of products as well. We want to optimize our platforms. We are using subsystems, for example, Tren Maya is now fully integrated subsystem from Bombardier and subsystems from Alstom. That is the case in most of our orders or offers. Some parts come from Alstom. Some parts come from Alstom, but fully consistent platforms will take time. Synergies. We are in line with what we announced, EUR 100 million synergy in the first year. So it's a first year of integration that was extremely dense and successful. It's a great success, and we now have to go on with our efforts here. We have to even -- to improve even more the performance of the industrial tool and development tool. Back to the macroeconomic context to anticipate maybe on some of your questions, legitimate questions on the current situation of the group. And I would like to remind you of the fact that the Alstom business has been quite resilient. Our order book is quite voluminous. And if you look at the outlook, it is quite favorable as well. And why -- there are sales opportunities. Because of this fundamental growth, we are going to put into place infrastructures. Our customers, our public customers, and they may -- in case of a recession, there may be a stimulus package favoring the investments in the rail industry. There is geographic coverage across continents, well distributed. So as to offset one region with another region to be flexible, to be agile. It's very useful for our model. We do not depend on one country only, and there are geopolitical and health uncertainties. Countries may then be closed. And we have a long-term, very long-term industrial cycles. So we can adapt. Our business is extremely resilient and very difficult at times. However, I would like to highlight 1 or 2 points of relevance to us. Of course, inflation, we are all impacted by inflation, and we follow this very closely. This has an impact on our daily business. Let me just recall that 2/3 of our order book is indexed that is protected against inflation. And if you look at what happened recently, the situation is contrasted. The price of raw materials became more stable, but inflation keeps on increasing, and we are negotiating with customers, with public authorities, with our suppliers to take this aspect into account. We've been living for years and years in countries experiencing inflation. It's not unknown, but the emergence of unexpected inflation in Europe requires us to adapt, and that's what we are doing. Many industrialists will say that the tensions on the supply chain with electronic components in China because of COVID-19, it closed at the beginning of the year or any other types of disruptions. As I said, we adapt to them. We benefit from or we rely upon our geographic coverage to find out solutions to all problems arising when one country closes the borders, then we rely upon another. Borders when components are missing here, we try to find components over there. It's not always easy. We do not have much visibility. But up until now, we have not been strongly impacted by those phenomena. However, on a daily basis, we have to experience this type of fluctuations in the supply chain. This is it, and that's what I wanted to say as an introduction. I'm going to move -- give the floor to Laurent for the financial presentation.

Thank you, Henri. Ladies and gentlemen, good afternoon, shareholders. Let me start by reviewing our income statement for the '21/'22 financial year for the group, the first financial year, including the full contribution from Bombardier Transportation with a turnover of EUR 15.5 billion, up 11% on the pro forma for 2021. For the adjusted operating profit, we reached EUR 767 million, i.e., 5% of adjusted operating margin. Going below the adjusted operating result, we had restructuring costs reflecting mainly our investment in the transformation in Germany, Switzerland, for [ EUR 105 million ]. And we invested altogether EUR 209 million during the year. And finally, we had a negative effect of minus EUR 145 million rated to the usual mechanism of reversing the contribution of our companies accounted for by the equity method. Our operating result reached EUR 275 million. Our effective tax rate was 27%, i.e., EUR 68 million. Ex financial expenses, EUR 25 million. And EUR 107 million, including all JVs for the first time on a full year basis. So all leads to an adjusted net result before impairment of EUR 268 million. The net result amounts to minus EUR 576 million after the impact of goodwill, amortization of EUR 403 million. Our net income is minus EUR 176 million after the impact of the goodwill amortization of EUR 403 million. In terms of liquidity, we have, as you see, a very comfortable position of over EUR 5 billion. This liquidity is based, in particular, on renewed credit lines of EUR 4.25 billion with loan maturities and no covenance. Furthermore, as you can see on the right-hand side of this slide, that's issued by some benefits from long-term maturity profile with first maturity October '26 and global cost, which is quite attractive. Regarding our financial trajectory, we confirm the outlook defined during the annual presentation of the elements of May 2022 with in particular for '22 '23, growth of the turnover which is sustained. The ratio order turnover above 1 and gradual increase in the adjusted EBIT margin compared to '21, '22 and free cash flow generation for the financial year. We confirm our medium-term objectives for '24, '25, in market share, plus 5%, turnover above 5% on average, adjusted EBIT between 8% and 10% and ratio -- free cash flow net income above 80%. A few words on the evolution of Alstom's share price since our last general meeting, July '21. As you see, the share price followed the trend of the CAP 40 during the first 6 months of 2021 with stabilization in the last few weeks after a drop further to the events in Ukraine last spring. And regarding the dividend, the Board of Directors proposes a gross dividend of EUR 0.25 per share corresponding to a payout ratio of 35% of adjusted net income. It can be done either in cash or in new shares, the payments, I mean, EUR 21.13 the payment of the dividend, a coupon detachments on the 20th of July and dividend paid on the 26th of August. Thank you very much for your attention. I'm going to give the floor to Yann Delabrière, our Independent Lead Director.

Thank you, Laurent. Ladies and gentlemen, shareholders, good afternoon. As Laurent said, I have now to make a presentation of the report of the Committee, Nomination and Remuneration, I chair this committee and as Lead Director. Let's look at the task of this committee. You know them unchanged versus last year. 2 main sections for our agenda, all the topics regarding governance of the company, the Board of Directors, its operation, its composition. And then the executive management of the group, i.e. succession plans, the review of the pool of talents within the company and the succession plans for the company's management teams. And second major section regarding remuneration, the elements of remuneration of executive directors and managers; the Executive Officer, Henri Poupart-Lafarge and his teams; and the remuneration of the members of the Board of Directors. And finally, the remuneration of the employees of the company via employee share ownership plans. It's an important portion of the remuneration plan of the management of the company. So what was our activity of our committee in '21, '22? We met 7 times with an attendance of 100%. 5 members including -- 5 members of the committee, 4 members last year because we included on our committee 1 member of the council elected by the employees. So we have 1 employee representative on this committee, and this committee is 100% made of independent members. The topics addressed during this year are summarized here. I'm not going to list them down. In the governance, you'll find the composition of the Board of Directors. I will detail that in a few seconds. The assessment of the mode of operation of the Board. This exercise is done each year to make sure that we operate properly and that we can draw up improvement plans. The review of the diversity policy within the management, Henri alluded to it, it's an important objective. We want to have a satisfactory balance across the company and across the management teams, the review of succession plans for the whole management team. And finally, as far as I am concerned, I regularly organize meetings with investors to present them with the governance of the group, gather their comments, observations and answer their questions. As to the remuneration, we're going to see the main elements through the resolutions. Resolution #8, corresponding to the future policy of the remuneration of our CEO. Resolution #9, the remuneration policy for directors is unchanged. Resolution #10, the remuneration ratios. That's important to make sure that there is a good balance of remunerations within the company between the highest wages and the lowest wages or the average wages of the company. Resolution 11, remuneration elements 2021 and '22. And as I said, we reviewed the remuneration plans in shares for the managers of the company. Okay. With respect to the composition of the Board of Directors, a brief reminder before looking at the resolution, this is the composition of the Board. This Board has 12 members, plus [indiscernible] taking part in the meeting. And as you know, 2 directors elected by the staff joined the Board. Diversity is secured within the Board with a perfect balance between men and women, 50% women directors. Diversity as well in terms of cultural origins and different nationalities, 6 different nationalities on the Board of Directors, representing the geographic footprint of the group and the diversity of experiences and expertise covering the various fields of the company. Not a lot of changes are proposed to this general meeting, 3 mandates going to expire. And therefore, we suggest we renew those mandates. Mrs., Bi Yong Chungunco from the Philippines. Lead Director, a member of the Board in the last 2 years, and she would be elected for a third term of office. And Bi Yong has a wide experience, especially in the legal sector. She is the General Manager of the New International Airport of the Philippines. Second Director, we propose the renewal of the mandate. Clotilde Delbos, finishing the first term of office. It will be a reelection for a second mandate, Deputy General Manager of the Renault Group and Managing Director of the Mobilize brand. And Baudouin Prot, Former Managing Director of BNP Paribas, Supervisory Director of Foncia and expiring the first term of office as well, and you would reelect him for a second mandate on the Board of Directors of Alstom. Let's look at the remuneration policies. And the future policies will see then the final remuneration for '21, '22. But for the future, remuneration policy, we propose a mix continuity. So the main elements of the remuneration policy remain unchanged, but we also propose significant developments to be aligned with the best standards in terms of ethics. And so we want to be aligned with the interest of the executive officers and the shareholders and to focus on the basic objectives of the company, especially for the social responsibility. What are those 3 changes? The first one is the introduction of what we call introduction of clawback clause. The remuneration of the executive includes variable elements, short-term, long-term, indexed or based on the results of the company and the clawback clause consists of giving us the freedom if it appears that some objectives we thought they would have been reached after the financial year -- or at the end of -- there are finally questions so we can claw them back. We can cancel the grant. So those clauses are not widespread, but they correspond to the best ethic standards for the remuneration of the Chairman and CEO, we suggest -- we introduced it. So variable remuneration over 2 years could be subject to this clawback clause in case of proven fraud or embezzlement or gross negligence, and it would be the same as well for the long-term remuneration plan, not completely acquired by the Executive Officer. Second, modification regarding corresponding to the alignment with the interest of the shareholders and we should keep shares longer for the -- instead of having 50% of shares subject to a conservation obligation, the CEO will be required to hold 100% compared to 50% previously of the performance shares, definitely acquired by plan in registered form for the duration of his term of office. And the last point. Alignment with the basic objectives of CSR of Alstom with the -- so I'm going to explain that in a few minutes. I already talked about the remuneration policy for directors is unchanged in its structure and in the months, and it is proposed to remain unchanged. The comments will be brief. Now let's have a look at the details of the remuneration policy. First, as I said, the policy, I've told you most of what is indicated here in the slide. All the unchanged elements are in black. And colorblind person says the speaker, but you should see the different colors. Then you have in red, the fundamental changes of the clawback clause, in particular. In green, you have the new objectives that respond to compliance with the social and societal policy of the company. In the variable remuneration, you have an objective indicated here, the convergence and diversity of the management, 28% diversity at level of management. It's 23% today. So we are improving the situation by 1, 1.5 points every year. The objective being 28%. This is part of the long-term variable remuneration. And then second objective is emission of gas -- of CO2, sorry, Henri mentioned it, it's Scope 1 and Scope 2. What we, in Alstom, our emission level in greenhouse gases. So this is fully captured in our variable remuneration program. And they're part of the global performance of the group. So this is an objective shared by the whole management structure of the company. Long-term variable remuneration, the main evolution which we suggest is increase -- first of all, increase reduction -- include reduction in energy consumption of solutions offered to customers, Scope 3. How do our products contribute to a reduction in emission of greenhouse gases. Another objective, which really counts for us. It's an ambitious objective. All group employees should buy into our objectives, what we call the level of commitment of group employees, something we measure via surveys or reviews. Surveys done by independent observers. And our objective here is to make sure that this new group gets into a new Scope. It should reach the level reached by Alstom in the previous Scopes, it was quite a good level. Now these were the details of what -- these are the details of what we suggest in Resolution #8, remuneration policy for the Chairman and CEO. Now Resolution 11. It's the fixed -- it's remuneration paid or awarded to the Chairman and CEO in respect of '21, '22. Fixed remuneration as planned annual variable remuneration was studied by the committee and the counsel during its meetings in May this year. The -- we calculated whether the objective had been reached 100% and 120% of the objectives was supposed to have been reached by the Chairman and CEO. Variable remuneration, we have looked at the long-term planned results, long-term planned results distributed in 2019 with a maximum of 50,000 shares. So we'll have a final allocation of 20,482 shares to allocation of these shares to the Chairman. The other amounts do not change compared to the previous fiscal year. So this is -- this was the report of the Appointment and Remuneration Committee. Henri?

I now invite the Chairwoman of our Audit Committee, Mrs. Sylvie Rucar.

Ladies and gentlemen, Chairman, I chair the -- I've been chairing this audit committee since the 31st of July 2018. Our Audit Committee has 3 independent members, 2 of those members are independent according to the AFEP-MEDEF code. The third member represents the Caisse de dépôt et placement du Québec. Our role, as indicated by internal regulation of the group, the role has not been changed compared to the previous year, is to assist the Board of Directors in monitoring issues relating to the preparation and control of financial accounting information. We make sure that published financial information is top quality. We control the efficiency of internal procedures, risk management procedures. The financial manager, the internal audit manager, the management control are constantly invited to this audit committee. Other key managers participate to the committee if needed, in particular, the legal manager participates on a -- very regularly. She takes into account the impact of procedures. Auditors participate to each meeting. They will present their conclusions at the end of the work. I will meet them on a regular basis, make sure that they are fully independent and that our discussions are always pertinent. We also discuss some points whenever that is necessary. During this fiscal year, we organized 5 meetings with 100% participation. The activity report is part of Page 208 -- it's Page 208 of the report. Activity for the fiscal year '21, '22, first of all, we reviewed the consolidated half yearly financial statements at the end of March '21. And we studied the -- or reviewed the company and consolidated financial statements at the end of March 2022. Adhoc review of Bombardier Transportation's financial integration milestones. Given the acquisition -- the first year of the acquisition process of the transportation sector of Bombardier, we review the budget and we decided the acquisition price. We also reviewed the budget and 3-year plan. We reviewed the 3 -- the financial part, obviously, of this 3-year plan for the period '22, '25. As we do every year, we reviewed the main risks facing the group or the group might have to face. We have validated risk mapping, management procedures and supplier risks were studied apart. We took an in-depth review of risk management and mitigation mechanisms for those tax and supplier risks. Audit and internal control, the activity review was presented to us. We reviewed the main lessons learned for the '21/'22 program. We monitored the progress of corrective actions and validated the internal audit plan for '22/'23. The committee also reviewed the internal control procedures. We studied the results of the annual survey. We took into account the internal campaign and the results of the internal campaign. We studied action plans to undertake to improve the control environment. All these -- all the results of action plans have been presented to us, obviously. Audits reviews, internal control reviews insisted, obviously, this year or focused this year on the integration of Bombardier Transportation and Henri has talked about this integration, and it's obviously part of the integration report. The committee examined the fees paid to statutory auditors, made sure that they are obviously fully independent and make sure that they are in compliance with the regulation and guidelines of the external audit charter. We reported what we did to the Board of Directors. We made our comments on the main points, and we suggested a certain number of points of improvement. So dear shareholders, Mr. Chairman, thank you for your attention.

Thank you. Thank you so much. Ms. Sylvie Kande de Beaupuy couldn't be with us. So Mrs. Emmanuelle Petrovic, sorry, our General Counsel, will talk about our ethic and compliance committee.

As indicated, Mrs. Sylvie Kande de Beaupuy, who chairs this particular committee has asked me to read her report on this fiscal year '21, '22. The committee is made of members, independent members. It examines and follows the ethic and compliance policies of Alstom and the systems used to implement those policies. The committee examines and makes a recommendation to the Board of Directors on these various topics. The committee reviews the definition of the group's core values. The committee reviews the organization of the ethics and compliance function and makes recommendations when appropriate. It reviews the group's code of ethics and the rules and procedures in place. The presentation of the group's ethics and compliance risk map, it examines the risks thus identified their evolution and the characteristics of the risk management system. It reviews the Chief Compliance Officer's presentation of the group's annual report on ethics and compliance activities and the actions taken. It examines and gives its opinion on the action program for the following year and monitors its progress. It is kept informed of possible breaches of the ethics and compliance policy and reviews the action plans implemented. It reviews stakeholders relations on all ethics and compliance issues and reviews human resource policies relating to human rights. To do so, the committee met 5 times in '21, '22, with an attendance rate of 100%. The detailed report of committee is Page 212 of our annual report. Mrs. [indiscernible], in charge of compliance and myself as a legal manager participated to each meeting of this committee. During its latest meetings, we examined the Bombardier Transportation's ethics and compliance integration plan, the group ethics and compliance objectives and performance indicators. We also followed the implementation of the integrity program of the group, including the new 2021 -- 2020, sorry, code of ethics, group guidelines, training and awareness actions and the deployment of additional resources within the company's ethics and compliance department, particularly in light of the acquisition of Bombardier Transportation. The results of the fifth [ AFNOR ] audit of the ISO 37001 anticorruption management system standard and the renewal of the certification of all the group's regions until '23, a presentation of the group ethics and compliance risk map. The new EU and U.S. sanctions regime in response to Russia's invasion of Ukraine. The committee also reviewed Alstom's key personal data protection documentation and the protection of human rights in tenders and projects. The committee was kept informed of all the evolution of past and/or current procedures and investigations. Following these meetings, the committee presented its conclusion to the Board of Directors. And whenever necessary, it communicated it comments on the main points, main issues, and it made proposals to improve situations when needed. Ladies and gentlemen, thank you very much for your attention.

Now I would like to invite the Chair of the Integration Committee, Frank Mastiaux. I would like to invite him to take the floor.

Ladies and gentlemen, it's an honor for me to chair the Integration Committee. I've been charing this committee since the 29th of January 2021. Our integration committee has 4 different members, some of them being independent. The objective of this committee is to oversee and facilitate the integration process of Bombardier Transportation into Alstom. We will report on its progress for assurance purposes to the Alstom Board of Directors. In addition, it acts as a forum for the Chairman and CEO, to address issues related to the integration of the 2 companies. It will -- the Chairman will have to evolve the impact in the short, medium and long term. The integration committee meets 4 times a year. This year, we organized 3 meetings with a participation of 93%. The attendance rate has been 93%. The committee has kept an eye on subjects as defined like human capital and change management. We have also worked on the deployment of the target operational organization, the process convergence and information integration road map. We have worked on the synergy plan and regional progress connected to integration on results of specific management indicators relevant, obviously, for integration. Priorities, long-term priorities are as follows: culture, change management and local implementation global process convergence and implementation of the IT road map, finalization of the stabilization of the project portfolio. After 1 year of integration, progress and results are tangible. Deployment of the initial plan is now on the right tracks. It's adapt and lead according to the needs of each organization is a prerequisite in order to meet our challenges in our regions, functions and product lines. Commitment, we need a strong commitment of the whole organization, but we can measure this commitment. We've also studied the commitment of employees and the effort to stabilize the project portfolio is now a key priority showing positive results. Focus is now on longer-term activities such as the rollout of the culture and the convergence of processes and tools. After these meetings, the committee has presented its conclusion to the Board of Directors, and the committee has made its comments on the essential points and essential issues and they made a suggestion to improve the situation. Ladies and gentlemen, Mr. Chairman, thank you very much for your attention.

Thank you. Mr. Mastiaux. I will now ask the auditors from PwC. Mr. Edouard Cartier, PWC.

Thank you very much. Ladies and gentlemen, on behalf of the auditors from Mazars and PricewaterhouseCoopers, I will now give you the conclusion of our reports on fiscal year '21, '22. I will summarize the main conclusions of this report. This report is at your disposal. It's in a document 2022. It's in the annual report of this meeting. Let me remind you that our mission is a permanent mission. Our approach is adapted to the activities of the group to its international organization. We make sure that you check the current operations and the specific events, and we performed the due diligence according to the French provisional standards. Our conclusions were shared with the financial management of the entities and the financial management of the group with regular exchanges. Furthermore, we reported on the organization of our work and our conclusions to the Audit Committee and the Board of Directors of your company. Our first report on the ordinary part of Page 147 of the universal registration document is a report on the annual financial statements subject of the first resolution to be voted on. For the financial statement of Alstom SA, we considered as a key point of our audit the assessment of the receivables. And we certified those accounts without any reservation and observations and we proceeded to the specific verifications on the content of the report of governance. No specific comment on our side. As to the report on the consolidated financial statements according to the IFRS, Page 129, the subject of the second resolution. We certified the consolidated financial statements without any reservation and observation. Key point of our audit, the elements comprising significant assessment of the management, i.e., the accounting of the revenues and the margin for long-term contracts, the assessment of the litigations and investigations and the determination of the fair value of assets and liabilities recognized within the framework of the acquisition of Bombardier Transport. We also issued a special report on related party agreements, Page 245, subject of the fourth resolution. This report has an objective to communicate to you the main modalities and characteristics and the reasons justifying the interest for the company of those agreements, we would have been informed or we would have discovered the existence during our mission. Our report indicates that there is no new agreements during the financial year and the absence of already authorized agreements, the execution of which would have been continued during the past financial year. Our final report for the ordinary part and you won't have to vote on is the report on the nonfinancial information statement included in the management report of the group. No specific comments on this report on Page 317 of the universal registration document. Let's come to the extraordinary part of this general meeting. Resolution 13 to 24, you will have to vote on regarding operations linked to the capital, i.e., reduction of the share capital, issuance of shares and miscellaneous securities with preservation and/or cancellation of preferential subscription right. Issuance of ordinary shares or other securities reserved for members of a company or group savings plan. And last, share capital increase with cancellation of the shareholders' preferential subscription right. We issued reports within the framework of delegations or authorization to grant to the Board of Directors to proceed to those operations. To summarize the conclusions of all these reports, we have made no observations on the modalities of principles proposed by your Board of Directors, and we will issue an additional report during the use of the delegations if necessary. This is over. Thank you very much, ladies and gentlemen, shareholders, for your attention.

Thank you. We are going to open up the debate session. Written questions Article R.225 of the commercial code were received from the sustainable forum -- investment forum and the answers to those questions were put online on the website of the company. So we are not going to read them out. I'm going to give the floor to the shareholders present, hostesses are in the room with numbers. And you can -- if you have a question, make sure that you raise your hand so that we can give you a mic. Thank you.

Congratulations. Thank you for your presentation. You mentioned the takeover of the signaling business of Thales by Hitachi. Could you please tell us why you have not applied for it since we are just #2?

Yes. The question is on the acquisition by Hitachi of the Telesignaling business. And previously, it was held by Alcatel. It's a long story. And indeed, we are not interested in the signaling business for competitive reasons, even if we are #2, the Thales business combined to the Alstom [indiscernible] would have been too significant in the eyes of the European Commission. Number two. Question number 2.

Yes, good afternoon, [indiscernible]. I represent 140 shareholders, readers of [indiscernible], who grant us powers to vote. So most of them are not happy with the share price and the CAC 40 price, especially in the last year with a huge gap compared to the average of CAC 40. We will vote against any capital increase without any preferential subscription right. I know that you recently said that you did not intend to increase capital. Could you please repeat it, it would be good. It would be reassuring for us. And my question is on the need for working capital. Why do you have a bigger need for capital -- working capital requirement? And is it going to be continued in the future? Second question with regard to the order book, you gave a figure. What is the percentage coming from Bombardier? And what is the percentage representing a loss or a neutral margin in this order book coming from Bombardier? So the residual losing portion. Thank you.

Thank you. So several questions. I'm not going to come back to the share price, Laurent made a comment and has made a comment since the last general meeting. With the Ukrainian crisis, the share price suffered, of course, and some companies in the CAC 40 benefit from the situation whether the energy companies or the companies producing weapons, it's not our case. So we had a negative impact there. For the working capital requirement, Laurent will answer that question. Overall, our business is resilient. As I said, our liquidity is good, and the balance sheet was assessed by Moody's as satisfactory by Moody's notably. So we are confident for our future. For the order book, it is a bit artificial to say what comes from Bombardier, what comes from us. We registered EUR 20 billion orders or EUR 25 billion out of the EUR 80 million. They're not coming from Alstom. Bombardier, they were acquired after -- post merger. So in 1 or 2 years, we already get some orders which cannot be attributed to Bombardier or to Alstom. And some contracts coming from Bombardier had a margin equal to zero. That's what we indicated. We have to execute those contracts. There were about EUR 2.5 billion sales each year linked to those contracts and we confirm this indication, which continues to be valid this year and we'll have to continue 2 or 3 years this way. Laurent, for the working capital requirements.

Yes, indeed. This working capital requirement was impacted in '21, '22 to an exceptional extent because of the investments to stabilize Bombardier and for the development of the working capital requirement this year and the years to come. We believe that we'll come back to gradual improvement due to the industrial situation and the provisions for the ex Bombardier scope.

Okay. Another question maybe. Moody's gave a good rating. So no need to elaborate on it. Yes, number one, yes, you've been asking for the floor for some time now.

Good afternoon, Chairman. I would like to know at the SNCF. I heard in the media that some equipment has not been delivered and that the Alstom company has to pay penalties because of the lack of delivery to the SNCF.

Okay. I'm not going to get into the detail of each contract because we have many contracts. You have the life of contracts, long-term contracts by definition, they are complex. There are ups and downs, especially for the time being because of the health crisis and the supply chain problems I described earlier on. So yes, some contracts are more or less difficult, but we work hand-in-hand with the SNCF and with all our customers, partners and operators in order to minimize those problems. You're in the middle. So I don't know how to -- for you to get the mic.

[indiscernible] prospection expert. Three questions. First, the automation of trains, you mentioned that. What is the limit in terms of speed to automate trains and is the speed the bottleneck? Or does it only depend on the equipment of the infrastructure or maybe psychological coefficients? Second question, very, very high speed like Hyperloop systems. Are you interested in this type of systems? And if it's not the case, what is the vision -- your vision of the competition in the long term, the competition with your activity? And the third point is hydrogen. Are you interested in the production -- generation of hydrogen? I'm thinking of Scope 3 in particular? And my question in particular is between -- for the CO2 between gray, green, blue hydrogen. What is the redundancy or the double counting you may have with the SNCF, which also counts CO2, but they physically buy hydrogen or electricity in the balance sheet. Isn't it double counting in your calculation of CO2 between Scope 3 in -- by some and other partners for the same industrial [indiscernible].

Thank you for your questions. Automation of trains first. Without entering into the technical detail, you have several levels of automation for a train. And it was applied to the car as well from helping you to drive right up to the fully autonomous system. We are experimenting [indiscernible] in our jargon. It means that the train is driven automatically, but with someone on board. We can save energy, but there is someone on board. If we remove this person, we see it starts to be contemplated, raises problems in terms of obstacles on the tracks. The problems is radars or LiDAR. How do we make sure that we can detect any type of obstacles, which may happen on the track. All the signaling systems are done to detect other trains, but not a stone, a car or whatever. And therefore, here, again, I'm not going to enter into the technical details, but there are 2 schools of thought. One, based only on the train. So we have to find solutions on the train. And then in that case, the speed matters, of course, because it means braking distance necessary to see far away. And others say, no, we won't make it. We have to put infrastructures on the ground like cameras to be able to detect because you have curves and things which are impossible to model up. So yes, there are a lot of technical problems, and we can also put barriers along the tracks to have a closed system. Second question, the Hyperloop. Hyperloop is a combination of 2 technologies, magnetic sustentation technology and vacuum technology. Quite frankly, I do not believe in the vacuum technology. It consumes a lot of energy, but the magnetic suspension is already implemented. If you go to Shanghai and if you take the train to go from the airport to the city, you have this magnetic sustentation. You had it in Japan and the tests were done in Germany. There may be a market. We are examining it. Not to develop it, but for an interest -- technological interest, but it would remain quite marginal. Maybe some links can be done with magnetic sustentation. There is a project in Japan to the double line of [indiscernible] is going to be very limited as a market. Hydrogen. What you say on Scope 2 and 3, well, it is an integral part of the calculation method Scope 3 to us is Scope 2 for others. Scope 3 for us, it's the emission of CO2 during the lifetime of our products for SNCF using our products. That's the emissions -- Scope 2, that's the emissions linked to electricity consumed by their own operations to operate trains. Yes, there is a double counting. We should not [indiscernible]. Otherwise, yes, we pay attention to that. In our Scope 3, we see whether SNCF uses decarbonized electricity. We take the energy mix of the country. When we sell a train to a country, we calculate our Scope 3. It will take into account the energy mix of this country. It's a shortcut because we should take into account the energy mix of the operator, sometimes making bigger progress than the country itself. To be very exhaustive, we should take on board the commitments taken by the operator and the countries. Our train will last 40 years. So in the Scope 3, what we're interested is the type of electricity consumes in 20 years, 30 years time by our train. So those calculations are rather complex. And we are working at standardizing all this so that we can compare apple with apple and not apple and pears. You have the mic. Okay, sorry, sorry. Go ahead.

Good afternoon, Chairman. You were talking of hybrid trains with batteries.

Everyone knows that batteries depend on rare earths. And the rare earths come from some countries only, especially from China, mainly. Don't you fear that you become dependent on them? In fact, well, we use batteries in all our trains like the battery of your car or we have batteries in all our trains, and we have batteries for traction to pull the train. So hybrid trains, we're talking about are diesel train with a battery in order to save energy. We do not use lots of batteries, in fact, a great number of batteries compared to the automotive industry to other sectors. We have used a limited number of batteries. So we do not have this type of worry. We don't have this type of worry on the origin of rare earth. They come from China, but they also come from Africa and so on, but it's -- they're limited, obviously. Now batteries in trains will be used in a very marginal way. I'm convinced that hydrogen will play a major role in trains because the mass of train and the weight of train requires energy that is easier -- it's easier to get it from hydrogen, not from batteries. So we're not in the car industry and not our whole fleet will be equipped with big batteries. So we don't have this type of serious problem.

Good afternoon, a first comment. It's usual that I mean, Chairman [indiscernible] we got some written questions. We've answered them on the Internet. We're not going to read them or talk about them. This is not normal. This is a shareholders' meeting and this meeting here should prevail on all other considerations, that you do not want to go into the details. I understand that. You answer in detailed way when you answer written questions. But why don't you answer? Why don't you tell us about those questions? People couldn't come, but they did ask you questions. So what are they? Second, today, It'd be nice to have some [indiscernible] and that's it. That's all we got when we arrived here. So a warmer welcome would have been interesting. Now third part to my question, I'd like to have the opinion of your team here on the different types of batteries you use. I'm not an expert, but I think that there are 2 main types of batteries. The battery used in buses, for example, batteries used in handling vehicles. But you -- the type of vehicles you manufacture, the weight of volume is not a problem. You cannot use big batteries like that in cars, they're too big, but it's a different problem for trains, isn't it? So this could be an interesting solution. I'm not talking about the price. It's an open question. I'm talking about technical aspect of things. The problem of those batteries -- couldn't they be used on trains, metros, regional trains or high-speed trains. You have also the problem of catenaries -- friction and catenaries is a serious problem. Weight is not a problem for trains, is it? And then the Metro in Paris had some incidents recently and some batteries exploded. And these batteries are not [indiscernible] batteries. They're not the same as the one used in cars, but I don't know. So it's my opinion. So what type of work have you done on this issue? Could you tell us more about this?

Now your first question, written questions were received from a forum for responsible investments. It's a forum that sends these questions, they say -- they make the same -- they asked the same questions to all companies, questions on biodiversity, on the environment, very interesting subjects, by the way. But we're talking about 4 pages. So I'm not sure I should read the answers we've given to their questions. 10 questions or so questions on environmental issues. And please read our answers on the Internet. I'm not sure I should read those 4 pages here in public, should I? It's very easy to find. I'm not trying to simplify things, but I made a presentation on CSR. And each chapter is addressed, well-being at work. Batteries, okay. I'm not an expert in [indiscernible] technology, the [indiscernible] technologies, batteries are used by [indiscernible] company. It's a very specific technology. There were changes in technology from nickel-cadmium, the previous technology. Their energy capacity is limited. They are in [indiscernible], for example. And then you have batteries in cars and in [indiscernible], for example, you have batteries with a better capacity. You have thermal batteries [indiscernible] cadmium batteries. Now we're moving towards batteries, but there are a certain number of challenges facing us. We have to finalize them. But those batteries, the performance of those new future batteries are more promising. And the buses which had problems in Paris were [ Bollore ] buses. And the [ Bollore ] technology is very specific. It's not our field of expertise or it's not something for us.

A short question. You're talking about depreciation of EUR 441 million for TMH. What are now the connections between our group and TMH, if there are connections today? And what about the future of these links of connections given the international situation with Russia?

They are yes and no. And the depreciation has not changed the nature of our connection with TMH for years now. Those -- the operational connections with them were limited because the Russian market is closing down. So TMH is a group operating in Russia with Russian equipment, the Russian technology and so on. And we have 20% of the business depreciated in our accounts. They're not supported by any commercial or operational activity. So that's it. How long will it last? I don't know. Right now, I couldn't tell you. As you can imagine, it's an activity we cannot sell. As such, nobody is going to buy 20% of TMH today. So we'll see what happens in the future. There is no daily connection or operational connection with the company anyway. That's -- this is a good question. Many French companies, international company invested in -- we invested in Russia in 2007. TMH then wanted in a Western partner, Western European partner, Siemens and so on because the Russian market was opening up and they wanted to import our Western technology in Russia that was in 2007. In reality, this is not what happened. And this was done just before a tender for the Moscow Metro or an international tender and many different international companies participated to the tender, but the tender was canceled at the last minute, and they eventually adopted the traditional Russian technology. So all attempts to open the market, the Russian market to bring our [indiscernible] Western technology to Russia was failed and the Russian market little by little closed down. And many people thought at the beginning of 2000 that Russia would do the country that they would enter Western nation technologies and the trade, they would open up -- be more open to international trade, but no, that is not what happened. Thank you. Thank you so much. Thank you for your questions. I'll take one last question, #4, gentleman, over there.

You said that you have a top quality. I mean, I heard that you had a welding problem with some trains. You had to do some manufacturing or refurbished a number of welding. So what is -- and then what is your remuneration policy? We got a detailed presentation that was not easy to understand, but we didn't get any detail. We don't know about the remuneration policy for Board members, for example. So could you give us a clearer explanation of the situation regarding remunerations? Will the Bombardier brand go on? Or will it become part of Alstom?

Thanks for your question. The remuneration question, I mean, Yann will answer if you don't mind. But maybe I can answer the other questions as well. I will never ever say that delivering -- I keep saying that delivering our contracts is a constant effort. We constantly try to improve our processes and quality of processes and so on. And I will repeat this over and over again. We are an industry, we had to improve our quality. But in our procedures, there are some specific procedures, specific processes, which are very important for the -- to expand our products and it did happen. It was in the press. I cannot deny it. We had some welding problems. You're right. We launched an audit in all our sites, all our procedures were audited, check whether we had this -- we didn't have the same problem elsewhere. Don't imagine that these welding problems are obvious and visible -- they're not detected by eyes. They have to be detected by specific equipment. And they don't -- they're not bad -- I mean it's not a problem for the safety and security of trains. It's a question of durability, of sustainability, what happens in 20 years and so on? But it's one of our duties. We have to make sure that the trains we sell are top quality trains. In some cases, we get sort of -- we are asked to guarantee our equipment forever, eternal guarantees are requested sometimes. But we -- I can't say that -- I mean, we're not perfect, obviously. Bombardier now, the brand, we haven't bought the brand. We have not acquired the brand. We've done some re-branding on all our trains made with them, we have the Alstom. We only bought the railway activity of Bombardier. They still make planes and aircraft, and they're very active and they keep their name. They keep their brand Bombardier, obviously. And besides, we are not in the car industry. The brand is important at global level. Alstom has a good reputation. But we are not selling a brand. I mean, the brand name -- the name of the brand has not the same value as the brand of a car, for example. In the automotive industry, they buy a new brand of cars, they keep -- they don't keep the name, but it's a different situation in the train business. And your last question. The remuneration of Board members.

Sorry, maybe I was not clear. The remuneration policy of Board members is indicated Page 217 of the reference document. Let me read it. I hope I can then answer your question. The members of the Board, apart from the Chairman and CEO and the censor, get a fixed annual remuneration of EUR 30,000, a variable remuneration of EUR 4,000 per meeting of the Board when the member of the Board is present to the meeting in question, EUR 3,500 per meeting of a committee whenever a member is part of a given committee, plus EUR 20,000 for the Chairman of the Committee of the Audit Committee, Chairwoman of the Audit Committee, plus EUR 15,000 for the Chairman of every other committee and the EUR 30,000 for the lead Director. So following page, you have the amount of money paid to each board member in fiscal year '21, '22. I don't have to read that. You can have a look at the reference document if you are interested. Thank you. Thank you so much for the discussion. Let me give you the floor. We are now going to vote the various resolutions. Thank you, Mr. President.

First of all, let me introduce you to the electronic voting procedure. [indiscernible]

At the beginning of the meeting, we said that the quorum should be 20% for the ordinary part of the meeting and 25% for the extraordinary part of the meeting. The number of shareholders present or represented a 68.7% of the shares with a voting rights. So the quorum has been reached. The resolutions will have to be adopted majority of votes at the disposal of people who can vote and majority of 2/3 for the extraordinary part. I propose to present the title summarizing each resolution provided that no one asks to read it in full. There are no objections. I will, therefore, present the resolutions to you and invite you to vote after each one after I have declared the vote is open. First resolution of ordinary meeting. Approval of the annual accounts for the financial year ending on the 31st of March 2022. [Voting]

Voting is closed. The resolution is approved or adopted. Second is ordinary resolution, approval of the consolidated accounts for the financial year ending on the 31st of March 2022, you can vote. [Voting]

The vote is closed. Resolution is adopted. Third ordinary resolution, assignment of the income from the year and determination of the dividend option to pay the dividend in cash or as shares. You can vote. [Voting]

Vote is closed. The resolution is adopted. 21.13, fourth resolution, special report by the auditors on the regulated agreements, acknowledgment of the lack of new agreements. [Voting]

Voting is closed. The resolution was adopted. Fifth ordinary resolution, reappointment of Mrs. Bi Yong Chungunco as a director. Voting is open. [Voting]

Voting is closed. The resolution was adopted. Sixth ordinary resolution, renewal of the mandate of Mrs. Clotilde Delbos as a Director. Voting is open. [Voting]

Voting is closed. The resolution was adopted. Seventh ordinary resolution, renewal of the mandate of Mr. Baudouin Prot as a Director. Voting is open. [Voting]

Voting is closed. The resolution was adopted. Eighth Ordinary resolution, approval of the remuneration policy for the Chairman and CEO. Voting is open. [Voting]

Voting is closed. The resolution was adopted. Ninth ordinary resolution, approval of the remuneration policy for members of the Board of Directors. Voting is open. [Voting]

Voting is closed. The resolution was adopted. Tenth ordinary resolution, approval of the information referred to Article L 22-10-9 of the Commercial Code. Voting is open. [Voting]

Voting is closed. The resolution was adopted. Eleventh Ordinary resolution, approval of the fixed, variable and exceptional components of the total remuneration and benefits of any kind paid during the financial -- past financial year or granted in respect of the same financial year to Mr. Henri Poupart-Lafarge, Chairman and CEO. Voting is open. [Voting]

Voting is closed. The resolution was adopted. Twelfth Ordinary resolution, share buyback program. Voting is open. [Voting]

Voting is closed. The resolution was adopted. Thirteenth resolution of an extraordinary nature, authorization to the Board of Directors capital reduction by cancellation of treasury shares. Voting is open. [Voting]

Voting is closed. Resolution was approved. Fourteenth resolution of an extraordinary nature, delegation to the Board of Directors' capital increase by capitalization of reserves, profits and/or premium. Voting is open. [Voting]

Voting is closed. [indiscernible] securities giving access to the capital with preferential subscription rights. Voting is open. [Voting]

Voting is closed. The resolution was adopted. Sixteenth resolution with extraordinary character, delegation to the Board of Directors' capital increase by issuing shares and/or securities giving access to the capital with cancellation of the preferential subscription right by public offer. Voting is open. [Voting]

Voting is closed. The resolution was adopted. Seventeenth resolution of an extraordinary nature, delegation to the Board of Directors' capital increase by issuing shares and/or securities, giving access to the company's capital with cancellation of the preferential subscription right in remuneration of securities in the context of a public exchange offer. Voting is open. [Voting]

Voting is closed. The resolution was adopted. Eighteenth resolution, extraordinary part of the assembly. Capital increase by issuing shares and/or securities giving access to the capital with cancellation of the preferential subscription right by an offer referred to Article L. 411-2 of the Monetary and Financial Code. Voting is open. [Voting]

Voting is closed. The resolution was adopted. Nineteenth resolution of an extraordinary nature, the delegations to the Board of Directors, delegation of authorities to the Board of Directors' capital increase by issuing shares and/or securities, giving access to the capital with cancellation of preferential subscription rights reserved for members of a company or group savings plan. Voting is open. [Voting]

Voting closed. The resolution was adopted. Twentieth resolution of an extraordinary nature. Delegation to the Board of Directors, share capital increase reserved for category of beneficiaries with cancellation of preferential subscription rights. Voting is open. [Voting]

Voting is closed. Resolution was adopted. Twenty-first resolution of an extraordinary nature. Authorization for the Board of Directors to set the price in the event of an issue without preferential subscription rights up to a maximum of 10% of the capital per year. Voting is open. [Voting]

Voting is closed. The resolution was adopted. Twenty-second resolution of an extraordinary nature. Authorization to the Board of Directors, increasing the amount of issues. The voting is open. [Voting]

Voting is closed. The resolution was adopted. Twenty-third extraordinary resolution, delegation to the Board of Directors, capital increase through the issue of shares and/or security up to a limit of 10% of the capital in consideration of contributions in kind. Voting is open. [Voting]

Voting is closed. The resolution was adopted. Twenty-fourth resolution with extraordinary nature, delegation to the Board of Directors, capital increase by issuing shares. Following the issue by the company's subsidiaries of securities giving access to the company's capital without shareholders preferential subscription rights. Voting is open. [Voting]

Voting is closed. The resolution was adopted. Twenty-fifth ordinary resolution, powers to carry out formalities. Voting is open. [Voting]

Voting is closed. The resolution was adopted. Thank you.

Thank you, our secretary. I remind you that hostesses are available in the reception hall to collect voting boxes that have been given to you. Thank you for being here, and thank you for your renewed confidence and see you next year. Thank you very much. [Statements in English on this transcript were spoken by an interpreter present on the live call.]