Clariane SE (CLARI) Earnings Call Transcript & Summary
May 27, 2021
Earnings Call Speaker Segments
Jean-Pierre Duprieu
executiveLadies and gentlemen, Korian shareholders, we'd like to welcome you to our 2021 Annual General meeting in the unusual and exceptional context that we're all experiencing as part of the health measures imposed in the fight against the coronavirus pandemic and in compliance with measures adopted by the French government, we were compelled last year to convene our AGM behind closed door that is without the physical presence of shareholders and other persons entitled to attend in order to preserve everyone's health and safety. This AGM is broadcast live from our website. We regret that the current situation doesn't allow us for the second year in a row to hold a physical meeting we customarily do. This meeting is an opportunity to answer your question. We decided to, at the very least, maintain this opportunity to interact. In addition to the legal provision of written questions, we've allowed you to put your questions by e-mail to a dedicated address up to yesterday, 3 p.m. The agenda of this combined general meeting is displayed on screen. I will now formally open our combined general meeting for 2021. At my side, Madam Sophie Boissard, Chief Executive; Mr. Philippe Garin, Group Chief Executive Officer; and Madam [indiscernible], Head of Governance. Madam Lalou, Chair of the Compensation and Nominations Committee will speak later to present the resolutions concerning the compensation of your executive officers. The Board members are following as you are this AGM remotely. We will now establish the bureau and appoint the meeting secretary. I shall be chairing this meeting in accordance with Article 15, one of the Articles of Association. As per applicable provisions, the Chief Executive, empowered by the Board, has appointed scrutineers, Predica, represented by Madam Françoise Debrus, representing 25,545,708 shares in voting rights; and Holding Malakoff Humanis, represented by Madam Ramon, representing 8,048,260 shares in voting rights, and they've agreed to discharge these duties. And our scrutineers are present in this room. I suggest that we appoint Madam [indiscernible] as meeting secretary. The bureau is thus establish the statutory auditors were duly convened. Madam [indiscernible] represents the group statutory auditors, Mazars, Ernst & Young. She will present the reports of the statutory auditors. The key dates of the preparation of this AGM are displayed on screen. They are compliant with our legal and regulatory obligations. Let me remind you that this AGM being held behind closed doors. You were asked to exercise your voting right remotely. Prior to this meeting, we've collected all your votes by correspondence, by postal means up until the 24th of May and electronically up to yesterday, 3 p.m. as per law. The vote was thus closed, and the result will be presented to you at the end of this AGM. It results that 2,591 shareholders, representing 80,488,541 shares voted by correspondence or by proxy vote for the ordinary meeting, 2,590 shareholders, representing 80,488,516 shares voted by correspondence and/or by proxy vote for the extraordinary meeting. I note that the final quorum stands at 76.695% of shares for the ordinary part of the meeting and 76.69% of shares for the extraordinary meeting. I duly indicate that this meeting has gathered a quorum higher than the quorum required by law, may take valid decisions. Let me remind you that all the legal documents made available to you are available on this desk and available to members of the meeting at the company's headquarters and on the website. I declare that this meeting has been convened in accordance with legal provisions and documents and information required by law was sent to you or made available to you at head office. Since the notice of this meeting, there's been no item on the agenda or draft resolution proposed by shareholders or by the social and economic committee. The bureau is thus established. And I'd now like to share a few thoughts with you. After a long year combating the coronavirus, I'd like, first and foremost, with the Board express my deepest thoughts for the families and relatives of our residents, patients and employees who were affected by this crisis that is lasting and express my full appreciation to all employees of the group who were committed courageously devotion and determination for our residents and patients. The beginning of 2021 is marked by a large-scale vaccination campaign. This vaccination is -- offers hope because it allows us to see an opportunity with a virus under control to return to normal social life with human contacts that we all aspire to with our frail and elderly families. It will allow a return to normal life, hopefully. The Board meant throughout the year of 2020 to track the development of the pandemic and measures taken by the company to confront it, as always, with as its priority, the health and safety of residents, patients and employees and ad hoc committee COVID-19, strengthened. As of April 2020, the governance of your company, in the context of COVID, it met frequently up until the end of last year, and the Board continues to receive on a weekly basis an update of the sanitary situation of the group in 2020. The Board adapted to the health situation that existed in Europe and continued to improve its practices, consolidating over time the governance of the company. Recent years, we're in particular marked by the success of the action of management and the implementation of the corporate project In Caring Hands with the full support of the Board. It involves the whole company and in particular, the midterm development plan. 2020 was also marked by a major acquisition, a capital increase oversubscribed and a novel real estate financing transaction, leveraging growth for the future. The Board, with a significant number of meeting programs, 2 strategic seminars, considerable work by the committees with a remarkable attendance rate displays a very high level of commitment of members of your Board that I should like to acknowledge here. I will now hand over to Madam Boissard, Group Chief Executive.
Sophie Boissard
executiveThank you, Chair. Ladies and gentlemen, dear shareholders, I, too, would like to welcome you to our 2020 AGM. And I, too, deploy the fact that once again this year because of exceptional circumstances, we are having to have the AGM in setting where interactivity is difficult. 2020 was an unusual unprecedented year. It was a trial for all of us. As of March, we were confronted with a completely unexpected pandemic, and it threatened, first and foremost, the elderly and the frail. I'd like to begin by my thoughts going out those who were hit, affected by the virus, and particularly those who lost a loved one. I would also like to say how grateful I am to the residents, the patients, their families, their loved ones, the workforce, our local partners who were there to support us throughout even when there was a lockdown measures that meant that sometimes we had to completely suspend visits to the residents in our facilities. And obviously, this was very difficult and distressing for everybody. But it was also a gratifying year. It was a milestone because we were pleased to note the great devotion and commitment of everybody. And I would like to give them the floor by showing you a documentary that was filmed after the first wave of COVID, and this as an opening to our AGM. [Presentation]
Sophie Boissard
executiveCoping ability, solidarity, bravery, these are probably the lessons that we can learn from this shared trial. And I'd like to once again express my deep gratitude and respect to the whole of our workforce in Korian in Europe and the way that they rose to this challenge. Their dedication, this outstanding solidarity for more than a year now meant that we were able to continue the care provided to save lives and to protect our residents and patients in the face of this unusually contagious virus. If you look at the WHO figures, you can see that this is really an unprecedented challenge. There were 2 successive and simultaneous waves that swept over all of the geographies in Europe where we work. As of the end of February 2020 and right through almost at the present time, the whole of the group had to work in line with the COVID virus. Right at the start of the first wave and the great concern that prevailed at that time, we focused on 3 priorities: protecting our staff and our patients, making sure that care could continue to be provided and helping out hospitals and local health care providers who often overwhelmed by the magnitude of the task. As of the 26th of February, we set up a crisis unit. Within a few days, we had to completely reorganize our procurement because our usual suppliers were not able to provide protective equipment, given that they were often requisitions, and we also set up centralized teams to recruit new staff and to make sure that we could provide support 7 days a week and replace staff members who were contact cases or had caught the virus. As of the end of March, we defined our own European-wide COVID standards on the basis of the state of knowledge at the time that's been updated since. So we relied on the contribution of outside medical experts that were part of a medical committee that I set up in March. We rapidly rolled out through our hygiene contact points and training teams these measures throughout the network. As of July, I asked Bureau Veritas to carry out audits throughout our network to make sure that all of these standards were being fully applied on the ground. 99% of the facilities got an excellent or very good rating in these audits. So we were applying the new standards correctly. There are 26 indicators that we use. Also in parallel and this also in March, we told local health providers and hospitals that we could help out in the fight against COVID. Let me just give 1 example. In France, we made available to the health authorities, the protocols that we elaborated for the e-platform and hotline that we set up in mid-March in order to facilitate the transfers between the nursing homes and the clinics. These protocols were used as a template by the French authorities for their geriatric care platforms that were rolled out everywhere in France to help nursing homes. Furthermore, throughout Europe, at the request of local health authorities, we made available 1,600 beds with medical care facilities throughout Europe. That's the equivalent of 16 facilities. This is to take in COVID patients. And thus 5,600 people were cared for and supported in our facilities as the public hospitals were overwhelmed. We were able to do this because we have good information systems, thanks to the efforts that have been made over the last years in investment. And we had a seamless switch to homeworking for support functions, more than 2,000 people throughout Europe. And we are able to deploy in all of our facilities to have reinforced connection capacities so that our residents, families and loved ones could keep in touch with them even during lockdown. We also worked with Omedys to provide online medical visits and medical expertise when it was not possible to have face-to-face visits. As of the month of June 2020, Korian began to adjust to living long term in a world with COVID and to prepare for successive waves that were proven right. And to do this, we worked at 3 levels. As of April, we rolled out test and tracing capacity on site with the support of partner laboratories. Since last summer and right through to now, 110,000 tests are carried out in the Korian network every week so as to detect as early as possible any reemergence of the virus and to be able to quarantine those affected. We also prepared well ahead the vaccination campaign with the local health authorities. And as soon as the first vaccines came out, we were able to proceed with the first injections. 93% of nursing home residents in Europe have been vaccinated with both doses and 70% of our workforce also. And we see virtually no positive COVID testing anymore for the last few weeks. And when there are some people who test positive, they are asymptomatic. So the vaccination campaign has been extremely effective and makes us confident about the future. And thirdly, we have adapted our care protocols as of the summer so as to be able to care for our patients and residents and make sure that they were completely safe as are their families. Between the 2 waves in the summer, we rebounded to close to normal activity. And we see that this is now the case again, thanks to the gradual easing of lockdown measures in the various countries where we are present. In order to apply all these measures, we relied a lot on the feedback from all of our stakeholders. We did this throughout the summer. More than 2,000 people provided feedback. They were patients, residents, their families, our workforce, the representatives of unions throughout the geographies. And this feedback meant that we could see that our workforce teams had been really dedicated in their work throughout the crisis. This is borne out by a survey that was carried out last summer by [indiscernible], 95% of the people questioned said they were very pleased with the dedication and the hard work of our teams. We also saw how important it was to have a real team spirit in the Korian network, in particular in connection with the support functions. And this is a key facet that we want to consolidate over time through peer exchange programs and strengthening our professional communities, regional and local level. The feedback showed how important it is also to continue to invest heavily in IT systems and digital technology that have proven so valuable during this crisis. The pandemic is a reminder of the importance of social responsibility. We are a company that provides care for the elderly and the frail, and this is a major commitment with all of our stakeholders. In our definition of priorities and metrics, so we have taken on board of the feedback -- the lessons that we can learn from the feedback, and this feeds into our corporate planning. Our mission is to be by the side of the elderly and the frail and their families. This is something that really feeds into our corporate culture with our 3 key fundamental values, trust, initiative and responsibility. This is embodied at a daily level in our commitments and the attitude we adopt with our patients and our managerial style and principles and practices throughout Europe. We have shown resilience throughout this pandemic, and this is reflected in the 2020 economic and financial results. Despite the health crisis, our activity remained buoyant with revenue growth of 7.2%, 2% of which is organic. The margin is 13.6%, which is strong. It's a slight slippage of 120 base points, which reflects of the costs and expenses related to lower than usual activity because of lockdowns. Our net earnings fell more by 50% compared to 2019 because of the one-off expense, because of the need to adapt to the epidemic and also we had to pay out bonuses to recognize and acknowledge the outstanding contribution of our staff. These are one-off effects that will not have an impact beyond 2020. We've maintained a very good level of free operational cash flow, 43% of the operational margin EUR 300 million, which meant that we've been able to continue to invest in our development throughout Europe and to strengthen the potential of growth over the coming years. And this in a context of where the demand for such health services has never been as great. This resilience combined to the first increase in equity carried out in October with your support, with the mental health operator, Inicea, meant that we can -- have been able to improve our financial structure with a leverage of 3, the best level in 5 years. This gives us a lot of margin of maneuver so as to be able to continue to have sustainable and profitable development and continue to play a key role in a market that's consolidating. We continue to develop our real estate portfolio. It amounted to EUR 2.7 billion at the end of last year, that's 30% up compared to the previous year. This is the outcome of investment made to develop and update our network with an emphasis on key sites for our activities. This resilience is the outcome of substantial groundwork that was undertaken with the program, In Caring Hands, that we presented in 2019 with a twin priority excellence and pioneering spirit, excellence and premium service quality for all of our patients and residents and for our workforce. Despite the crisis and the ensuing difficulties, we've continued to do better in 2020. It's clear that the net satisfaction rate has increased by 4%, and we've also done better regarding our workforce. There's an emphasis on Korian advancement, and this is not new and also on improving working conditions. This is a constant concern. We are very pleased that we were awarded the top employer label in Germany. We are the first company in this sector to have such an award, and I hope that other countries in the group will follow in 2021. The second pillar is a pioneering spirit to design and develop new caring solutions and care pathways that are adapted to public health care requirements and drawing fully on digital technology. All of the new activities in our portfolios have grown markedly. This is the case for home care, which grew by 20% last year at group level, and it's also the case of all medical activities that represent 40% of reported growth in 2020. Real estate is part and parcel of our corporate program. It helps us to provide quality service and create value. We have an international team of experts working on health care, real estate and contracting. Since 2020, we've integrated new digital design in all of our new buildings, and this has meant that we've been able to reduce lead times and to think in terms of life cycle for buildings that we produce make -- provide better service and economic performance and also reason in terms of environment and low carbon. In parallel, it means that for the various concepts, co-living with [ A&V ] clinics, geriatric service platforms, we are reasoning in terms of modular buildings so that we have better control of costs and deadlines. In 2020, despite the crisis, 72 facilities were either completely refurbished or built from scratch, 1,500 greenfield beds or extended beds. So this is a real picking up of the pace as compared to previous years, and we have 10,000 beds in the pipeline for the coming 3 years. Again, we are planning to pick up the pace as of 2023, with 3,000 new beds coming on stream for the 4 types of facilities that I've mentioned. This requires, of course, a new financial strategy so that we can finance these investments. We need to get the balance right between drawing on equity and having recourse to long-term debt. And this is the whole point of the long-term partnership strategy that we work agreed with 2 institutional investors. BNP Paribas Cardif and EDF Invest that joined one of our real estate partnerships in 2020 of 49%. This unit has EUR 1 billion of assets. This partnership means that we can use -- free up the equity and use it for our operational real estate development, but we are still conservative in our strategy regarding leverage. Our leverage ratio is 55% compared to asset values, and the average real estate debt cost is 1.6% fixed rate mostly and hedged when it's not. Over and beyond the economic and financial results, you can see how resilient our group is, if you look at extra financial results. Last year, we had a road map between now and 2023 with 15 quantified commitments. Just 1 year on, and you can see it here, we have advanced for all of these commitments and we are going to meet these objectives or even outperform by 2023. This is the case for training for our staff. Last year, we set ourselves an objective. We said that we would move up from 4% to 8% of the workforce engaged in training schemes that help them to upskill. In fact, we have outperformed and we plan to revise upwards the objective to 10% for 2023. Also procurement, we had set ourselves an objective a year ago to have 70% of purchases locally in our various geographies, but we are already at 80%. So we have outperformed, and it's also the case in terms of the commitment to work with local territories. We had said that 100% of our facilities would be involved in projects that would serve the local community with associations and local partners. And actually, the figure is 97%. So we're already very close to the 100% set for 2023. And I think this shows that local involvement really reflects our values. The social and environmental responsibility policy is at the very heart of our In Caring Hands program, which feeds into our corporate policy with the active support of the workforce of the group. And I'm going to give just a few examples. Gender equality. We are a company where 80% of the workforce are women. And last year, we were pleased to be able to sign the UN Women's Empowerment Charter. We are also very much involved in promoting youth employment. Young people have suffered a lot because of the pandemic. Because of our job profiles, we are able to provide paid in work for training pathways for young people, and we're proud to have set up the first training center for corporate care apprentices in France with 500 apprentices about to start their training. Together with the French government, we're taking part in the program. There's a solution for every young person. We're also supporting medical research into COVID and other infectious illnesses with the FRM partner foundation. We have paid into the solidarity COVID Fund with EUR 1 million last year. And finally, our ESR feeds into our financing strategy. I'm thinking of the solidarity Euro PP bond issue, EUR 230 million last year with quality certification program with ISO, upskilling of the workforce and also reducing our greenhouse gas emissions. This is a real innovation in the care sector. Everybody is now acknowledging our efforts, the rating agents, amongst other. I'm pleased to see that ratings have improved as analyzed for this sector, and we've continued to do better. We're also very pleased to see that our ecosystem is following us. Our suppliers gradually also joining us in our environmental and social responsibility commitments and have signed up to the Ecovadis certification program and also applying for their own perimeter to environmental and social responsibility targets. I think that it's -- thanks to us, our group and whole collective players that we are now altogether becoming increasingly social and environmentally responsible. 2020 was a year of major change. We continue to forge ahead with the new plans under the In Caring Hands program to add to our offerings in the geographies where we work and to make sure that we can provide multidisciplinary care, close by adapted to various situations of dependency on frailty linked to aging, of course, but also to chronic illnesses. And there are major needs in this sector. 80% of over 65-year olds in Europe have 1 or several chronic illnesses. That's 20% of the total population. It's estimated currently that by 2030, the number of these people will double because of population aging. And of course, quite rightly, the patients expect that they can have long-term care close by with trustworthy medical teams. This is what underpins that the in-depth transformation of our activity portfolio. In 2016, as you can see on the slide, 80% of our business -- our revenue came from nursing homes. By 2020, it was 70%. And by 2023, it will be 60% as compared to 40% for home cares, which are growing twice as fast as nursing home care. 2/3 of the investment in acquisitions carried out in 2020 were in the health care sector. Again, 3 major pillars, strengthening our presence in post-acute care, particularly of respiratory and neurological and locomotor disorders, which are key for long COVID cases in particular. And we have strengthened our capacities working with these illnesses with [indiscernible]. Secondly, mental health with the acquisition of Inicea, and I'll come back to this. And the third is e-health, because the long-term follow-up of chronic illnesses requires robust data hubs. We have made investments in this area with a targeted partner so that we can develop e-pathways, which are so critical for those suffering from chronic illnesses as outpatients. And now I'd like to come back to the strategic development in the area of mental health, with the acquisition of Inicea. Mental health disorders, addictions, mood disorders, eating disorders and more serious psychiatric illnesses are the third course of chronic illness in Europe. It's estimated that 15% of the European population suffers from one or other of these disorders. And the prevalence is increasing all the time, particularly amongst teenagers and young adults. Installed capacity is 90% public in Europe, but this is insufficient to meet new needs. Additional ambulatory capacities are essential to ensure that these patients can be rehabilitated and can be fully cured. Private players who can, in short, joined up inpatient and outpatient care have a major role to play. We had a small foothold in mental health in France and Italy. We've decided to ramp up our development in this area with the successive acquisition of 2 platforms in France and then at the beginning of this year in Spain. In October 2020, we acquired, in France, the Inicea Group, which has a very good reputation for its ability to provide a joint-up care with inpatient and outpatient services with 12 clinics and 7 outpatient clinics with 1,200 beds, EUR 100 million of revenue in 2020 and a good pipeline for the development of outpatient places in various sites. We work with Inicea and with the 12 facilities that we already had in our network, and we are now the third private player in mental health in France. We have 30 clinics, 12 additional outpatient facilities that will be opening between now and 2024 and 6% growth over the coming years. And the private health care -- mental health care sector in France, there are major new needs emerging, and we're expecting new players to join our network. So this is what we've done in France. We have also now proceeded in the same way in Spain. In 2021, we acquired ITA Salud Mental, which originally was in Catalonia, but is now a national player in Spain. And it is specialized in eating disorders and anorexia. We plan to continue our mental health development in the other group geographies because the needs are European-wide. And we really intend to become a major player at European level in this field, drawing on the specialized expertise that we have in the group and with academic partnerships that we've struck up with benchmark training and research centers in France and now in Spain. The other thrust of our development in 2020 is geographical that was seen in the Netherlands in 2019. We are now continuing with the targeted development of our country portfolio with the U.K. The U.K. is the third European market for the elderly that has 12 million seniors. And it's a leading market when it comes to private providers, particularly for premium care. It has steady growth because the population is aging. And also because it has strong needs for new facilities because many of the facilities are now getting rather old. It's estimated that there will be a need of 75,000 new beds between now and 2030. It's a fragmented market, which is suited to a buy and build type of approach that we've applied in the past with a very many attractive acquisition targets and the operational margins are better than Continental Europe. But we prepared the acquisition of Berkley Care Group. It's a small network. It has 6 care homes in the southwest of London. It has a very good reputation, and it's considered to be a premium provider. So top of the market services, it's got restricted geographical location. It will work together with us to develop further over the coming years. The acquisition was finalized in the first quarter of 2021. So this is a replay of what was done in Spain and the Netherlands. And over the coming 3 years, we will have a platform with EUR 100 million of revenue for these 3 geographies. Your group is now present for support and care for the frail in 600 communities throughout Europe and 7 countries in Europe. In 2020, we supported and provided care for some 600,000 people, in 2021 with 57,500 workforce. So we are ready to help our patients and their families and rise to the new needs in terms of health and continue with development. I will now give the floor to Philippe Garin.
Philippe Garin
executiveThank you, Sophie. Ladies and gentlemen, dear shareholders, good afternoon. I'm now going to present to you the financial results for 2020 of this year. Revenue amounted to EUR 3.874 billion, rose up 7.2%. It benefited notably from the contribution of various acquisitions achieved since 2019, supporting the group's diversification policy. It's interesting to note that the new Spanish and Dutch operations contributed 20% of the growth of group revenue and that health care activities represented 40% of group growth. Thanks to the acquisitions in France and Italy and investments over the past 4 years to support the development of the clinic network, outpatient and day hospitalization capacities, up 25% in France, 70% in Italy. Organic growth for the year reaches 2%. And represents exposure of countries to the first wave Germany, largely spread by the first wave distinguished by particularly strong organic growth coming in at 4.2%. Thanks to the good ramp-up of newly opened facilities and the substantive work on the mix of new residents. Largely, the contribution of new activities is beginning to have its effects. Care and home services represent 0.4% of organic growth of the group, up 18% organic. In the year 2020, the group added to its portfolio, 107 new facilities representing 6,000, but bringing the total facility to over 1,000 institutions representing 88,000 beds at the end of last year. Growth was strong even if the crisis weighed on our activity, both in terms of volume and EBITDA. EBITDA of the group in 2020 stands at EUR 975 million, excluding exceptional COVID costs up 2.9% over '19. That's a margin of 25.2%, down 100 basis points. This decrease reflects the impact of activity reductions linked to the health situation and lockdown measures taken in various geographies. We conducted an estimation of losses after compensation stemming from COVID-19. It represents EUR 100 million, that's a 3% growth. Approximately loss of revenue after savings on variable cost represents a loss of EBITDA, EUR 75 million. Regarding the exceptional COVID cost, the net impact is EUR 27 million. If we look at these same results by type, total payroll costs are up 10%, representing our result to improve our structure of permanent staff or management of certain facilities and training costs we were, therefore, able during the course of this year, to maintain and strengthen the quality of our human resources. Regarding other costs, the increase was limited to 3%, thanks to savings plans. Lastly, the rent cost is not flexible with major real estate acquisitions at the end of the year with a larger proportion of greenfields whose impact is much longer. Consequently, the EBITDA raise is at 120 basis points. There are nonrecurring costs, excluding COVID exceptional costs linked to M&A and restructuring costs. The financial expense is up in spite a further decrease in the cost of the debt, we were able to bring it down below 2.3%. Consequently, the increase stems from an increase in the debt linked to our growth and the surplus liquidity that was necessary to weather the crisis. The tax expense is down not just because of declining earnings, but also thanks to a declining tax rate in France. And work on to reduce friction in certain entities, notably in Belgium and Germany. It's interesting to focus on the very good cash generation of the year. Free cash flow was negatively impacted, the nonrecurring and declining EBITDA, other items, broadly flat. We were able to reserve a conversion rate at about 43%, which is now the case for 3 years in a row. This year of investment was very significant and marked, as Sophie indicated, by an acceleration in medical, notably with the acquisition of [indiscernible] and Inicea, but not only because development CapEx concern also for a very significant part. The medical network, all in all, it's 2/3 of our investments that were devoted to medical requirements. Investments are only possible with a very active management of our balance sheet, the capital increase and the transaction opening our property company to investors, allow us to end the year with EUR 1 billion cash and leverage brought to 3, which for 3 or 4 years now, has not been the case, all while maintaining 55% of our real estate value, the level of debt that supports it. Regarding our debt profile, our maturities are well spread over the coming years. In conclusion, we're able to generate strong 2020 result corresponding to a year. Yes, marked by the health crisis, but also by the expansion and transformation of our group. We recently announced the revenue for Q1 '21. Korian generated revenue of EUR 1,018.2 million, that's an increase of 8.1% over the same period last year. Revenue for the first quarter of 2020 was only marginally impacted by the pandemic. This growth dynamic essentially buoyed by good contribution of acquisitions in '20 and early '21. Very good performance by Inicea as well as other medical activities acquired both in Italy and France, but also developments achieved in the Netherlands. Recent acquisition of Berkley Care in the U.K. organic growth at 1.4% demonstrates the resilience of the diversified business model of the group fueled by the good performance of the German Social Medical Network. The year has demonstrated the ability for resilience and adaptation faced with an unprecedented situation and diversification. We're confident in our ability to reach our targets. That's to say, revenue in 2020 to -- that will exceed EUR 4.5 billion driven by embedded growth from the various activities achieved in '20 and '21. The contribution of our pipeline, of course, a gradual return to normal of activities across our regions. For '21, we've announced a growth target in excess of 9%. We're also confident on margin with operating margin after rent, which will return and exceeded precrisis levels at 15.2% in '22. Let's look at the shareholdership of our group with our 2 key shareholders, Predica and Malakoff Humanis that represent 32% as a share capital. They supported us during our capital increase last October. I'd like to thank all our shareholders for their trust. This capital increase that amounted to close than EUR 400 million was a fully fledged success and oversubscribed to the tune of 136%. Lastly, our market capitalization today stands at EUR 3.2 billion. Let's now look at how our share price performed in 2020. We got off to a good start to the year with high at EUR 42. Like all the other issues we see on this SPF 120 index, COVID halted that, and we reached a low of EUR 24 at the end of February. After the first wave, the share price recovered and as of September, October, certain wait and see linked to the second lockdown. As of December, the vaccination campaign drove markets, particularly in our sector. This past few weeks, the share price suffered the fears of investors regarding inflation and interest rates. Turning to the dividend. We're proposing EUR 0.3 share this year with a payment option in new shares. That represents 50% of the dividend paid for 2018 and 2019, and 50% of net income in 2020. Let me remind you, there was no dividend paid in 2020 in solidarity with those affected by the pandemic. That's what I wish to share with you in respect to 2020. Back to Mr. Jean-Pierre Duprieu.
Jean-Pierre Duprieu
executiveThank you. Philippe. Let's now turn to the governance and compensation section of your general meeting. I'd now like to present the main work of your Board and its specialized committees during the year 2020 that was so unusual. I'd also like to present Board members whose tenure is to be renewed or ratified at this meeting. The composition of your Board after changes the last year are on screen. Mr. Christian Chautard, my predecessor, decide for personal reasons to resign as Chair of the Board and Board member. I'd like to thank the Board for the confidence it placed in me in appointing me Chair as of 1st of October 2020. I'd like to pay tribute to Mr. Chautard for his contribution during the 9 years of his chairmanship, making us a group at the cutting-edge of care in Europe. In addition to myself, Madam Boissard, CEO, the Board comprises the following 10 members, 3 institutional board members, Mr. Philippe Dumont; Predica, represented by Madam Debrus; Mariuccia Rossini, represented by Madam Ramon, 5 independent Board members, Mr. Guillaume Bouhours, Mr. Jean-Francois Brin, Madam Anne Lalou, Mr. Markus Muschenich and Madam Catherine Soubie. Lastly 2 board members representing employees, Madam Marie-Christine Leroux and Markus Rückerl. Terms coming to an end at the -- after this meeting are indicated on the slide, Mr. Markus Rückerl, Board member representing employees, appointed by the European Works Council of the 24th of June, 2020, coming into effect on the 30th of July, wish to introduce himself through this video. [Presentation]
Jean-Pierre Duprieu
executiveI would like to thank Markus Rückerl for that presentation. Your Board complies with the highest standards of governance, as displayed on the screen. It is diversified, comprised of 60% independent directors, experience with a broad diversity of complementary expertise in various high level areas, very committed. Your Board met on 13 occasions in 2020 with an attendance rate of 95.9%, which demonstrates the strong commitment of its members. Two strategic seminars were also held during the course of the year. 1, including the meeting of operational staff in the field in France, notably in the field of mental health. During its meetings, the Board conducted all the work that it is required to undertake as part of its mission. Majority of the issues were the subject of review by 1 of the 4 specialized committees set up by the Board. This setup offers the right degree of interaction, discussions and right decisions during the deliberations, fully reflecting the operational situation and tangible transformational issues for the group. They were fueled by regular interaction with management, open and available. It's the right fit and the right skill sets of each of these committees and committee engagement that ensures that we achieve a high level of confidence of the Board and committee recommendation meetings. Board meetings and committee meetings were held in optimal conditions, thanks to digital tools throughout 2020. The quality of discussions and fluid interaction was maintained intact given the COVID epidemic that significantly and exceptionally affected European countries where the group is present. The Board on the second of April last year decided to strengthen its government by also setting up an ad hoc committee on a temporary basis, reporting to the Board. As well, the compensation of the COVID Ad Hoc Committee is shown on screen. This committee met 15 times in 2020 with an attendance rate of 98%. 2020 is the work as a committee focused primarily monitoring the consequences of COVID-19 pandemic and the group's responses following the implementation of the vaccination campaign. This committee was disbanded on the 24th of February this year following the Board meeting held on the 11th of January. Continued assessment of management and communication procedures in conjunction with the COVID-19 pandemic is as showed by the ethics quality and CSR committee as part of its permanent mission. Over and above the crisis, the Board focused its activity as it does every year on strategy. Regarding the investment committee, the 5 members are shown on screen. This committee met 7 times in 2020 with an attendance rate of 100%. As part of its meetings, committee members essentially reviewed real estate acquisition and investment plans, strategy and development for the group's strategic partnerships. The acquisitions of Inicea and 5 Santé, the real estate and diversification strategies. Regarding the Audit Committee, whose composition is displayed on screen in accordance to the recommendations of the [ F F Medev ] code of governance, 2/3 of committee members are independent directors, including the chair, who through their past or present conditions have financial or accounting skills, allowing them to discharge their mission. This committee met 7 times in 2020, with a participation rate of 96%. During the past year, the Audit Committee focused primarily on the following issues: financial statements, of course, financial communication risk, mapping, monitoring audit, internal control, annual budget, authorization for guarantees and sureties, the finance and debt strategy, monitoring the procedure pertaining to the assessment of related party agreements. Regarding the Compensation and Nominations Committee, the composition of this committee complies with the recommendations of [ F F Medev ] 2/3 independent members, including the Chair. Committee met 9 times in 2020 with a 100% attendance rate. Committee of compensation and nominations addressed, in particular, the following issues during the course of the year: Annual assessment of the Board, succession plan for corporate offices, the report on corporate governance, monitoring the procedure, qualifying the significant nature of business relations with an independent director, the change of Chair of the Board and development in the composition committee, the proposal to nominate a new independent director, compensation of corporate officers, approval as a policy in terms of professional and pay equality information on talent management. All Board decisions are assessed in light of social and environmental issues that are heart of Korian's work as part of a CSR strategy containing concrete indicators meeting the challenges of the elderly and frail. All this is reviewed as part of the ethics, quality and CSR committee, whose composition is indicated on screen. 3/4 are independent directors. This Board met 5 times in 2020 with an attendance rate of 96%. 2020, the work of the committee focused primarily on tracking CSR quality indicators, serious side effects, milestones of the ISO product, result of satisfaction surveys of employees, residents, patients and families, reviewing the redefinition application of values and group mission in accordance with recommendations of [ F F Medev ]. The articles of your company provide for a 3-year term with the directors with a renewal of a third every year. The mandate of Predica, Holding, Madam -- Malakoff Humanis and Madam Soubie coming to an end at the end of this meeting. Through the votes on resolutions 14, 15 and 16, you're asked to renew the terms of these directors for a period of 3 years after the AGM that will approve the accounts for fiscal year December 31, 2023, as required by the code of commerce a presentation of information regarding Predica Malakoff Humanis and Madam Soubie is available on Pages 47 to 49 of the registration document. We're proposing the ratification of the co-optation of Mr. Guillaume Bouhours, Executive Director, Finance, Purchasing and Information Systems of bioMérieux Director as of the 11th of January 2021. And for the remaining term of his predecessor, Mr. Christian Chautard, that's up to the end of the AGM that will approve the account of fiscal year December 31, 2022. Mr. Bouhours will now introduce himself directly to you in a video that will now be shown. [Presentation]
Jean-Pierre Duprieu
executiveI'd like to thank Mr. Guillaume Bouhours for that presentation. I would now suggest that you follow Madam Anne Lalou, Chair of Compensation and Nominations Committee regarding draft resolution on the compensation of your company's corporate officers.
Anne Lalou
executiveShareholders, I will be putting to you resolutions 5 to 11, which relate to compensation. You are invited to vote, on the 1 hand, on compensation paid out in 2020 or awarded and 2020 to executive directors; on the other hand, information relating to the compensation of all of the officers set out in the report on corporate governance; and finally, on compensation policy for 2021 financial year on the basis of which the compensation could be paid or awarded to the officers. Under resolutions 5, 6 and 7, you are asked to approve compensation to be paid in 2020 or awarded and financial year 2020 to Mrs. Sophie Boissard, Chief Executive Officer; and Mr. Christian Chautard, Mr. Jean-Pierre Duprieu, who -- Chairs of the Board of Directors in keeping with compensation policies approved at the previous AGM. First of all, the fifth resolution relating to compensation paid in 2020 or awarded under 2020 to Mrs. Sophie Boissard in her quality of Chief Executive Officer. Just by way of reminder, the compensation structure for financial year 2020 is broken down as followed. A fixed compensation of EUR 450,000, which has not been changed since 2016, a variable amount, the amount of which can be up to 100% of the annual fixed compensation, subject to reaching performance requirements, and up to 120% of the fixed annual compensation if objectives are exceeded, which is only measured on the basis of quantifiable criteria. And the long-term compensation in the form of the award of free shares subject to performance results. The total amount can only be equivalent to a maximum of 150% of the combined fixed and variable compensation. Given the health crisis related to COVID-19 and in keeping with the proposal of the Chief Executive Officer, the Board has decided to reduce by 25% the compensation she should have received in 2020. In other words, the variable amount of 2019 and the fixed amounts for 2020, this is a reduction of EUR 236,250. You can see on the screen, as a result, the compensation for Mrs. Sophie Boissard for 2020 is broken down as followed: A fixed compensation of EUR 213,750, given the unusual reduction shared out over the whole of the fixed compensation. For the variable compensation, given the health crisis, the Board decided to adjust qualitative criteria applied to the variable compensation so as to take into account that the new priority programs related to the management of the crisis, but has maintained quantifiable criteria. The Board has assessed the degree to which the criteria have been attained and decided that they have been attained to amount of 62%. The variable compensation for Mrs. Boissard is thus fixed an amount of EUR 278,480. The payment of this compensation will only take place if you vote in favor. Furthermore, regarding long term compensation, the Board awarded to Mrs. Sophie Boissard, 19,759 performance-related shares with an acquisition date of the above shares being the 31st of July 2023. Following the increase in capital with the maintenance of preferential subscription rights for shareholders carried out on the second of November 2020, the Board decided to proceed with a related adjustment of the number of shares awarded, subject to performance. After adjustment, the number of shares awarded is 21,384. No outstanding compensation has been awarded. No payment was made in 2020 under the noncompetition allowance and the departure allowance and the evaluation of benefits in kind amounts to EUR 16,056. The 6th resolution relates to compensation paid in 2020 or to be awarded under 2020 to Mr. Christian Chautard, Chairman of the Board from the 1st of January 2020 to the 1st of October 2020. The policy related to compensation of the Chair of the Board in financial year 2020 are provided solely for fixed compensation of EUR 345,000, reduced by 25%, given the COVID-19 health crisis and outstanding compensation in certain cases, which are clearly defined. As a result, Mr. Christian Chautard's compensation for the period of the 1st of January to the 1st of October 2020 is composed only of fixed compensation of EUR 194,062. The 7th resolution relates to compensation paid in 2020 or to be awarded under 2020 to Mr. Jean-Pierre Duprieu, Chair of the Board from the 1st of October to the 31st of December 2020. When Mr. Jean-Pierre Duprieu was appointed, the Board decided to give him the same fixed gross annual compensation as Mr. Christian Chautard, EUR 340,000, which is also affected by the 25% reduction. Hence, Mr. Jean-Pierre Duprieu's compensation for the period of the 1st of October to 31st of December 2020 is made up solely of fixed compensation of EUR 64,688. The 8th resolution invites you to vote on compensation of all of the officers, including the directors. You have been asked to vote on the detailed compensation for directors under 2020. You can see on the screen the compensation of your executive directors as compared to the average and median compensation of the workforce of the company. Then resolutions 9, 10 and 11 invite you to improve -- approve, sorry, the compensation policy for the Chief Executive Officer, the Chair of the Board and the directors for 2021. The 9th resolution relates to compensation policy for the Chief Executive Officer in 2021. The Board had planned to adjust upwards the compensation for the Chief Executive Officer when her mandate was renewed, and then again in 2020. However, given the exceptional economic and health circumstances with the pandemic and the suggestion of the Chief Executive Officer herself, the Board decided to postpone yet again by a year the implementation of the new compensation policy and to keep it unchanged for the 6th consecutive year. Hence, this compensation policy, as described on the screen, will be the same as that approved in 2020 with the following slight changes. Regarding the annual variable of compensation, quantifiable financial criteria will be changed. Financial leverage will replace the criterion of free operational cash flow. Nonfinancial quantifiable criteria will be added. These are energy consumption, net satisfaction score, the deployment of the ISO 9001 certification program, and quality of work as assessed by a compound human resource indicator. Qualitative criteria will be the following: management of integration of new mental health activities into the group drawing on the lessons we learned from the acquisition of Inicea, deployment of the project related to the group's new values and ramping up the development of alternative solutions in health care. The weighting of these criteria will be 50% for financial criteria, 25% for quantifiable nonfinancial criteria and 25% qualitative criteria. The variable compensation could be as high as 120% of the annual fixed compensation if objectives are outperformed for all of the different criteria categories. Regarding the long-term variable remuneration, earnings per share will be used instead of operational free cash flow; the weighting will be 15%. The weighting of the ESR indicators of the group will be increased to 10%, 7% for gender parity, 7% for qualifying training pathways and 6% for low carbon trajectory. The 10th resolution relates to the compensation of the Chairman of the Board for 2021. It is the same as that approved in 2020. The Chair of the Board would have a fixed compensation amounting to EUR 345,000 and an outstanding compensation that would be issued in very specific conditions. The 11th resolution relates to the compensation for the directors for 2021. The annual amount is EUR 400,000. This is unchanged as compared to 2016. For 2021, Predica, Mr. Philippe Dumont and Holding Malakoff Humanis have each requested the amounts that they would be entitled to in the application of the annual compensation rules for directors be made available to Korian in order to match the COVID Solidarity fund.
Jean-Pierre Duprieu
executiveThank you, Madam Lalou, for that intervention. I suggest we now watch the summary presentation of the reports of the statutory auditors developed by Madam Marie [ Cassils ] representing the Board of the Auditors. [Presentation]
Jean-Pierre Duprieu
executiveI'd like to thank Madam Marie [ Cassils Morant ] for her intervention. We're now turning to shareholder questions. Owing to this AGM being held behind closed doors, let me remind you that no question can be put during the meeting. I'd like to inform you that we received no written question. As I indicated in my introduction, in addition to the legal provisions of written questions, we've allowed you to put questions by e-mail. I inform you that we've received no questions as part of that setup. I'd now like to hand over to Madam [ Alfactory ] who presented the draft resolutions other than those presented by Madam Lalou and myself as well as the results of the vote.
Unknown Executive
executiveThank you, Chair. Shareholders, good afternoon. The current AGM has been invited to consider 23 resolutions, 19 ordinary and 4 extraordinary. As indicated in introduction, the AGM is behind closed doors. The closing of the votes was at 3 p.m. yesterday. I'd like to remind you that the full text of the resolutions as approved the Board of Directors is to be found on pages 19 and following of the complication notice and been transmitted to you and which can be found online. These resolutions can be broken into 8 groups. Resolutions 1 to 4 relate to the 2020 results and the determination of the dividend. Resolutions 5 to 11 relate to compensation of officers and I will not go back over those, because the chair of the Compensation and Nomination Committee has presented them. Resolution 12 relates to the approval of regulated agreements. 13 relates to the renewal of the mandate of co-auditor. Resolutions 14 to 17 relate to the renewal of mandates and ratification of the co-opting of directors. Resolutions 18 to 20 relate to authorizations and financial delegation. Resolutions 21 and 22 relate to modifications of the statutes, Resolution 23 relates to powers regarding formal decisions. I would like to specify that since the voting of the law at 19th of July 2019, relating to simplification, clarification and updating of corporate law, abstention is no longer considered as a vote against. Only the votes expressed are taken into account. Let's begin with resolutions relating to the ordinary part of the assembly. The annual accounts 2020 indicate regarding the social accounts profit of EUR 4,980,000.22. So this resolution was adopted at 99.988%. For the consolidated accounts -- consolidated net result of the group, EUR 39,402,478. This resolution is adopted, 99.988%. The third resolution is a decision on the allocation of the operating income 2020 as set out on the slide. The amount of the dividend to be distributed is a EUR 31,511,447.40. EUR 0.3 per share. The dividend will be detached from the share by the regulated Euro next market on the 4th of June 2021 and paid out on the 1st of July 2021. The resolution is adopted at 99.385%. The fourth resolution proposes an option for the payment of dividend, which would be open from the 8th of June to the -- 5th of June 2021, inclusive. The resolution is adopted by 97.876%. The fifth resolution relates to the approval of compensation to be paid in the course of the financial year closed at the 31st of December, 2020 awarded under that financial year to Mrs. Sophie Boissard as Chief Executive Officer of the company. This is adopted 91.52%. The sixth resolution relating to the approval of compensation to be paid during the financial year ending 31st of December 2020 or awarded under that financial year to Mr. Christian Chautard, as Chair of the Board of the company, is adopted 99.95%. The seventh resolution relating to the approval of compensation paid for the financial year ending the 31st of December 2020 or to be awarded under that financial year to Mr. Jean-Pierre Duprieu as Chair of the Board of Directors of the company. This is adopted 99.951%. The eighth resolution relates to the approval of the compensation for our officers in application of Article L-2210, 341 of the code of commerce is adopted by 93.036%. The ninth resolution relates to the approval of the compensation of the CEO of the companies under the financial year 2021 is adopted by 92.314%. The 10th resolution relates to the approval of compensation policy of the Chair of the Board of Directors of the company and financial year 2021 is adopted by 97.148%. The 11th resolution relating to the approval of the compensation policy for Directors of the company and financial year 2021 is adopted by 98.419%. Regarding the 12th resolution, we suggest that a note to be taken of the absence of regulated agreements or commitments agreed or authorized in the course of financial year 2020 by the Board and the absence of regulated conventions or commitments agreed during previous financial years, the effects of which might have continued during financial year 2020. The 12th resolution is adopted by 99.987%. The 13th resolution, the renewal of the mandate of a co-auditor of the Mazar cabinet for duration of 6 financial years. In other words to the AGM that will agree on the accounts financial year closing the 31st of December 2026 to note the ending of the mandate of Mr. [ Gerald de Pastor ] as auditor and not renew or replace Mr. [ Gerald de Pastor ]. This 13th resolution is adopted by 97.747%. The 14th resolution relates to the renewal of the mandate of the Director of Predica Prévoyance Dialogue du Crédit Agricole, adopted by 95.788. The 15th resolution, renewal of the mandate of Director Holding Malakoff Humanis, adopted by 99.283%. 16th resolution relates to the renewal of the mandate of Director, Mrs. Catherine Soubie, adopted by 98.733%. 17th resolution, ratification of the co-opting of Mr. Guillaume Bouhours as Director of the Board, adopted by 99.975%. The 18th resolution, the renewal of [ authoration ] granted each year to the Board of Directors to proceed of the redemption by the company of its own shares. Redemption cannot exceed 10% of the shares of the company, and the maximum unit price is EUR 75. This 18th resolution is adopted by 99.882%. I will now move on to the extraordinary part of [indiscernible]. The 19th resolution, which would allow the Board of Directors for a period of 15 months to a maximum of 2.5% of the equity to issue shares for subscribers to saving plan for the company or the group. This is adopted by 97.982%. 20th resolution, authorization for the Board of Directors for a period of 18 months to a maximum level of 0.15% of social capital, the issuing of securities to benefit -- beneficiaries within our salaried shareholder transaction, particularly abroad. The 20th resolution is adopted by 97.979%. We have now the 21st resolution. This would bring the company's statutes into compliance with the current legislation and would require certain modifications. This is adopted by 99.986%. 22nd resolution of the Board requests powers so as to ensure compliance of the company's statutes with the legislative and regulatory provisions subject to the ratification of these amendments by the next extraordinary AGM. The 22nd resolution was adopted by 84.061%. The 23rd resolution relates to the powers of the ordinary general assembly. It's a standard resolution, ensuring that legal formalities can be complied with. This is adopted by 99.989%. We have now come to the end of the resolutions. Thank you.
Jean-Pierre Duprieu
executiveThank you. The result of the votes for these resolutions will also be published on our website, www.korian.com. Ladies and gentlemen, shareholders, all resolutions have been approved, and there being no further business, this brings to an end our AGM at 15:44 hours. We'll bring -- we will meet again at next year's, Korian's AGM. I hope it will be held in the presence of you all. Thank you for following us, and I wish you a pleasant day. [Statements in English on this transcript were spoken by an interpreter present on the live call.]
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