EssilorLuxottica Société anonyme (EL) Earnings Call Transcript & Summary

[Interpreted] Dear shareholders, good morning. Welcome to the combined General Meeting of EssilorLuxottica. I will be chairing this meeting in my capacity as a member of the Board in accordance with the decision of the Board of Directors dated 21 April 2021. Mr. Leonardo Del Vecchio, Chairman of the Board of Directors of your company; Francesco Milleri, Chief Executive Officer; and Paul du Saillant, Chief Operating Officer, have already prepared messages for you, which were published this morning on the essilorluxottica.com website. In the context of the COVID-19 epidemic and in accordance with the measures taken by the government to combat the spread of this virus and, in particular, the restrictions on travel and gatherings, it has been decided that this general meeting will be held without the physical presence of its shareholders and persons entitled to attend. This meeting will be broadcast live on the essilorluxottica.com website, and translated into 3 languages, French, Italian and English. We regret not being able to meet up, of course, but everyone understands that it's important at this particular time when the pandemic is still very active to respect the recommendations made to us from a health perspective. I'd like to thank all the shareholders for their understanding. Before proceeding with the constitution of the bureau, I would like, on behalf of the Board of Directors and on my own behalf, to have a special thought for all the families bereaved by the COVID-19 virus and those who are currently experiencing the worries linked to the presence of loved ones in an intensive care unit. The meeting will be convened on first call made by the Board of Directors following Notice of the Meeting published in the bulletin of mandatory legal notices on 26 March 2021 and following Notice of the Meeting published in the same publication on the third of May 2021. As for voting, all shareholders were able to cast their votes either by mail or by proxy or via the Secure Vote Access platform. I shall now proceed with the appointment of the offices of the general meeting, and I shall call upon them to act as scrutineers. Mr. Paul du Saillant Director and Chief Operating Officer of EssilorLuxottica.

[Interpreted] Thank you, Madam Chair. It's with a sense of responsibility that I will fulfill this position. If I may, I'd like to greet our shareholders and thank them most sincerely for their confidence that they've shown us in this very complex moment. I also want to thank them for their understanding with the fact that we cannot welcome them in person. And I hope that we'll be able to meet in person next year with us in presence. Thank you.

[Interpreted] And Mr. Romolo Bardin, Director, representing Delfin.

[Interpreted] Thank you, Madam Chair. Allow me to join Paul in greeting all the shareholders who are following this general meeting from afar and thanking them for their unfailing support in this very special year. It's an honor for me to be here with Paul today. And I will do my best to fulfill the mission I have been given. We hope to be able to meet you again next year under different conditions and in a more favorable health context.

[Interpreted] I thank them for accepting these positions. In agreement with the scrutineers, Mr. Alexander Lunshof, Secretary to the Board of Directors of EssilorLuxottica, is appointed secretary to this meeting. I will now ask Mr. Lunshof to proceed with the verification of the quorum.

[Interpreted] Thank you, Madam Chair. Good morning, ladies and gentlemen. In order for the general meeting to deliberate validly, we need a quorum of 1/5 of the shares entitled to vote for the ordinary resolutions and 1/4 for the extraordinary resolutions. Given the exceptional conditions under which this general meeting is being held, the final quorum and the results of the votes were established yesterday at 3:00 p.m., the closing time of the Secure Vote Access platform, which allows me to inform you that the quorum has been achieved. The general meeting can, therefore, deliberate validly.

[Interpreted] Thank you, Mr. Lunshof. I propose that we dispense with the reading of the list of meeting documents. These documents were made available to shareholders under applicable legal and regulatory concessions as well as in accordance with the conditions resulting from the amended order dated 25th of March 2020, and posted on the company's website when the provisions of article [ R. 2210-23 ] of the French Commercial Code were applicable. The agenda comprises 32 resolutions proposed by the Board of Directors, including 24 ordinary resolutions and 8 extraordinary resolutions. In view of the exceptional circumstances surrounding the organization of this general meeting as described above, I propose that we dispense with the reading of the resolutions. The proceedings of our general meeting will be as follows. Firstly, Mr. Stefano Grassi and David Wielemans, EssilorLuxottica's Co-Chief Financial Officers, will present the financial statements for the year 2020. Then Messrs. Pierluigi Longo and Eric Leonard, responsible for the integration of EssilorLuxottica, will then provide an update on the integration process. Mr. Olivier Pécoux, Director and Chairman of the Appointment and Compensation Committee, will present the same pay and the committee's work on the appointment of new Board members. This will be followed by the presentation of the statutory auditor's report. And finally, Mr. Alexander Lunshof will outline the results of the vote on resolutions. However, before we move on to these presentations, I wanted to refer to the recent death of Mr. Bernard Maitenaz, the inventor of the Varilux lenses that revolutionized this optical sector. Bernard Maitenaz passed away in Paris in February at the age of 94, after more than 70 years of career and commitment to the company. At these difficult times, the thoughts of the entire EssilorLuxottica family are with Bernard Maitenaz' family. His passion for optics, his strong values, his invaluable contribution and his unshakable faith in the future of the sector have made him one of the most emblematic figures in the industry. As he recently said, we have huge spaces ahead of us to reach these billions of people and help them gain access to education, cultural and employment. Bernard Maitenaz was one of the founders of the Essilor Group in 1972. As head of the company from '81 to '91, he experienced a period of major international growth, which saw us we'll become the world leader in corrective lenses. After his retirement, he continued his commitment to Essilor as Honorary Chairman of the Board and a founding member of the International Shareholder Association Valoptec, of which he was a staunch promoter. Bernard was convinced that employee share ownership was a powerful factor in employee engagement and satisfaction for the benefit of everyone. We pay him a deep tribute and have no words to express all our gratitude, and hailing is exemplary nature. Bernard will remain a source of inspiration for generations to come. I would now like to move on to the presentation, starting with the presentation of the 2020 accounts by Mr. Stefano Grassi and David Wielemans, your company's co-CFOs.

Good morning, everybody, and let's jump straight into our 2020 results, which very much were commenting a year that was very challenging for several aspects, a year in which the 140,000 employees of EssilorLuxottica demonstrated a strong sense of adaptability to the new business environment. In 2020, we didn't stop investing for innovation and technology. It was a year where we launched the revolutionary Stellest lens, the myopia management lens in China. It was the year where we announced the partnership between Ray-Ban brand and Facebook to really make the first steps into the wearable device world. In 2020, we very much committed and delivered on the synergy plan that we announced to the market a few years back at the Capital Market Day. In 2020, we also leveraged strong assets that developed throughout the year, and that is our e-commerce platform. In order for you to put in perspective our e-commerce platform, you just have to bear in mind a couple of numbers here, EUR 1.2 billion of total revenues for e-commerce, approximately 40% growth rate compared to 2019 and a platform that now represents approximately 8% of the revenue of EssilorLuxottica. But we talked about financial results, and I would say, if you ask me what are the 4 or 5 KPIs to better describe our 2020, I think you should move to the next page to very much understand those. You see, in this page, our revenues, our profitability as well as free cash flow generation for the full year 2020. But behind those numbers, there's really a different story between the first 6 months of 2020 and the second part of the same year. For example, from a top line perspective, for the full year 2020, our revenue declined 17% on a current FX basis. If we exclude the impact of currency fluctuations, we look at it as revenue down approximately 14.6% and on a constant FX. But the difference between the first half of the year where revenue declined approximately 29% and the second half of the year where revenue were substantially flat to 2019, it's pretty remarkable. From a profitability standpoint, you do read down there adjusted operating profit at 9.5% for the full year 2020. But again, if we look at the first half of the year, our profitability was around 2%, while on the second part of the year, our profitability was about 15% and we generated approximately EUR 1.2 billion of operating profit. The last important KPI is the free cash flow generation. For the full year 2020, we generated approximately EUR 1.8 billion in free cash flow just above 2019 level. The most remarkable thing is that the entire free cash flow generation was generated in the last 6 months of the year. So the different trend between the first half where the pandemic outbreak impacted our operations and our commercial activities and the second half of the year where we assisted to progressive deconfinement of the population around the world, it's pretty remarkable. We're very much exiting 2020 with a very strong result pace. But now we talk about revenues, and I would like to take you through our journey across the different geographies, obviously, beginning with the most important one and the biggest, North America, where we generate over 50% of our revenue. And I will concentrate on the third column from the left, where you can clearly see that our revenue in North America declined about 12% on a constant FX basis. If we look at the second half of the year in North America, our revenue were up 3%. If we look at the main driver for that result, that recovery in the second part of the year, I would mention the lens business that grew on the mid-single-digit territory and the wholesale frame business that grew on a double-digit pace. We have a very strong partnership with our independent ECP in North America. We launched the first commercial program for EssilorLuxottica in North America with ECP, where we can kind of bring together frames, lenses and our insurance business, and we customized a commercial program tailored for our ECP. In Europe, our revenue declined 17.5% for the full year. But again, if we just look at the second part of the year, our revenue were down 1% on a constant FX basis. The lens business was in mid-single-digit territory for the second half of the year. So very solid rebound in H2. And in particular, I would highlight France that is the largest country for EssilorLuxottica in Europe, and it was a very solid and robust restart trajectory in H2, very much thanks to the multi-network distributor strategy. If we now move east and we go to Asia, Oceania and Africa. Our revenue, as you can see, declined 16.4% for the full year. But if we look at the second part of the year, our revenue were down just 5%. And here, I want to talk a little bit about China. In Mainland China, our revenue in the second half of the year were up high single digit. In the second half of the year, we mentioned before we launched the Stellest lens, which was an incredible success, is now progressively rolling out in China as well as in other countries. But in China, we also launched the transition GEN 8 during the course of the fourth quarter, and we continue to experience solid and positive results for the belong brand across different channel, wholesale, retail as well as e-commerce. We now move south and talk about Latin America, where our revenue declined approximately 22%. In the second half of the year, the revenue were down approximately 7% in Latin America. And here, I will talk about the lens business that has been extremely stronger during the course of the second half of the year, in particular in Brazil, in Chile, in Mexico as well as in Argentina. And the other item that I think is remarkable is the strong recovery pace that we experienced during the course of the fourth quarter in high season for a wholesale frame business in Brazil. Now the journey is over. Let me hand it over to David, who will give more color on our profit and loss results.

Thank you very much, Stefano, and good morning, good afternoon, everyone. So moving on to the P&L. So yes, from a P&L perspective, 2020 has also been a year with 2 very different profiles, H1 heavily impacted by the COVID, as we know, and a solid H2. Overall, at constant FX basis, the full year gross profit ended at 58.9% of sales versus 62.6% in 2019. This drop is mostly due to the sharp volume decrease that has reduced the fixed cost absorption mostly on the H1. But this headwind has been partially compensated by positive product and channel mix effects and by manufacturing efficiency program, in particular, in the U.S. and Latin America. The OpEx were EUR 770 million below 2019 at constant rate on the full year, thanks in fact to 2 buckets. The first is the cost containment measures put in place during the COVID, furlough, store lease negotiation, discretionary cost reductions, such as travel consulting and marketing. Also, thanks to structural efficiency programs around synergies and transformation activities. So overall, the adjusted operating profit landed at EUR 1.4 billion or 9.5% of the sales compared to 16.2% in 2019. The income taxes were, of course, far below [ 2019 ]. [Foreign Language] So moving to the liquidity debt position. So as we know, the free cash flow generation has been very strong in H2 2020, leading to a very strong performance on the full year free cash flow at EUR 1.8 billion, which is basically the same level as 2019. This good result is due to 3 KPIs: A good profitability in H2, as we just covered; a tight control of the CapEx all along the year; and the close monitoring of our working capital as well all along the year. The net debt decreased then by EUR 1 billion compared to the end of 2019 at EUR 3 billion. And the financing capability of the company stays very strong with EUR 8.9 billion cash and short-term investment, plus EUR 5.1 billion undrawn credit facility at the end of the year. In terms of dividend, as you know, dividend of EUR 1.08 per share is proposed at the AGM. It will come on top of the interim dividend we have paid in December '20, leading to a total dividend of EUR 2.23 per share. If we look at the -- how we start the year. So here on this slide, you have the Q1 sales that we have reported on the May 6 earlier this month. We had actually a good start with the Q1 growing at almost 2% versus 2019 and at 14% compared to Q1 2020. The FX impact, however, has been a headwind of about 5 points due to U.S. dollar and Brazilian real depreciation. In terms of business line, this good performance at constant rate is led by, on one side, the lens and optical instrument business, which grew plus 3.1% in total and was basically above 2019 in all the regions. The e-commerce also delivered very strong performance at plus 60% compared to Q1 2019 and some website like ray-ban.com, EyeBuyDirect, sunglasshut.com, [ lens.com ] or bolon.com, have posted triple-digit growth on the quarter. On the other hand, the Sun and the AFA businesses remained challenging with a negative growth of 10% in Q1. However, we see an improving trend month after month since the beginning of the year on this part of the business as well. In terms of geographies, as you can see on this slide, the good performance has been really led by North America, which represent, as we know, more than 50% of our business. And North America grew 6.4% and was actually positive on all business segments during the Q1. So retail, wholesale, Sun & Reader, equipment and lens and instruments were positive compared to 2019. Moving to Europe. Europe was negative 7.3%, as we know, impacted by COVID restriction in almost all the countries. To be noted nevertheless, that's Scandinavia, Eastern countries, European Eastern countries, so Russia and Turkey posted positive growth on the H1. Asia, Oceania, Africa was positive as well, plus 2%, driven by 2 robust countries. One, China at plus 26% compared to 2019 and Australia at plus 18%. LatAm, finally, despite a very difficult COVID situation across the continent and the large number of retail doors that were still closed, LatAm managed to also be positive in the quarter at plus 1%, driven by lens and instrument business at plus 4%. Just to mention, to finish on this slide, that Q2 is also starting well with the month of April in the continuity of a solid month of March. Moving to the next slide. So what is the agenda in 2021? In terms of performance, as communicated, we aim 2021 to be at least back to 2019 level, leveraging solid fundamentals, optical resilience, programs, innovation pipeline, synergy program and e-commerce. But besides this, we are also accelerating on structural and strategic investments in the field of digital transformation, operations, supply chain, M&A or sustainability. The good monitoring of the cost and the cash will continue as we did in 2020, according to the COVID situation in all geographies. But this, without compromising with the investment, we need to support the growth and stimulate the market based on the trend that we see since the beginning of the year. The support and protection of our employees stays, of course, the #1 priority as we did since the beginning of the pandemia. All necessary actions and resources have been put in place and are put in place on a day-to-day basis. To finish, 2021 is the cornerstone of a very promising and exciting journey. EssilorLuxottica is now one company. We will continue to work on the conversions of our organization processes and systems. Thank you very much.

[Interpreted] I would like to thank Mr. Stefano Grassi, and David Wielemans. And we're now going to continue with the integration with Pierluigi Longo and Eric Leonard.

Good morning, ladies and gentlemen. Welcome to our AGM. I'm very happy to be here with Eric Leonard to give you an update on our integration journey, which started almost 3 years ago. Despite the headwinds and the challenges we all faced in 2020 due to the COVID outbreak, our integration journey has continued as planned without interruption or significant delays. We can confirm today that in spite of the COVID, we are well on track to deliver the expected efficiencies and savings, which range between EUR 420 million and EUR 600 million by year '23, as we communicated in our last Capital Market Day. We are also very confident that our integration efforts will accelerate in '21 as we are now entering in the second phase of our plan with a more simplified governance structure. We are proud about the results we achieved because they testify the commitment and passion of our teams to create a new and a better company. We are currently working on 29 active work stream, which are almost equally split between cost and revenue project. But since the start of our journey, the collaboration between our teams has significantly increased, and we have now many colleagues brainstorming on innovative solutions and ideas. As a result, we have a solid pipeline of new opportunities, which might soon enrich our integration plan. As you can expect, in 2020, our focus was more on cost synergies, but we see this trend reversing already in the first quarter of '21 with an acceleration of revenue synergy project. All our work streams are driven by 3 overarching objectives. First, we are engaging all our stakeholders on a sustainable and profitable business model, which will ultimately generate long-term shareholder value. Second, we are creating a new business and growth opportunities. And third, we are simplifying our way of working together by creating a single organization. This is not a simple exercise, and it involves thousands of people in all our geographies on a global scale. We have been working tirelessly to deliver integration results while we're managing the ordinary business in an unprecedented and even more challenging environment. So let me take the opportunity to thank them all for their support and to be always available to attend our integration committees led by our CEOs, which still take place twice a month. Now let's get into the details of our integration projects, which are going to be described in more details by Eric in a minute. We can regroup our work stream in 4 main buckets. We have joint commercial activities, which are focused on energizing our commercial offering, both in the B2B and B2C channels, by leveraging on each other brands, products and relationship with customers. We are also reallocating the selected businesses and responsibility by leveraging on our expertise and scale. Then, as already said, we are working on the creation of a common backbone and organization. So first of all, there is a common supply chain, which encompass, among others, our operations, logistic, procurement units with the objective of improving our services and solution available to all our customers. Last but not least, there is the buildup of a common infrastructure from R&D to HR, from IT to finance, which will serve in a faster and more efficient way our entire organization on a global basis. With this, let me hand it over to my friend and business partner, Eric Leonard, which is going through the details of our work streams.

Good morning. Thank you, Pierluigi. Always a pleasure to work with you. So I'm going to enter into now a little bit more detail on the 4 big buckets that Pierluigi presented a minute ago. So first of all, I just want to share with you the fact that on all these projects, hundreds of thousands of people within EssilorLuxottica on a global basis have worked. And it has 2 big benefits. The first one, of course, is that it has created synergies, both in terms of revenue or in terms of cost. But even maybe more importantly for the future, through these work groups, through this joint work over the last 2 years, we have started to develop the new EssilorLuxottica culture that is going to be critical in order to develop the new EssilorLuxottica company as a whole. So let's start with the commercial initiative. On the commercial initiative, the objective is very simple, it's how by adding the Essilor and the Luxottica expertise we can offer to our clients, consumer or customer, better products, better services, things that are going really to excite them and give them the willingness to buy our product. So we did, for example, Ray-Ban Authentic, mixing into one complete pair, the Essilor know-how in terms of lenses and the Luxottica windup of frames and design in order to develop a product that is better than what was done before. We have also developed new programs for our independent eye care professionals throughout the world with one flagship element called EssilorLuxottica 360, where we are offering them more services, more support in order for them to win in the marketplace. We have rolled out throughout all our stores on a global basis, the Essilor lens offering in order to improve the quality of the lens that is given to the consumer, and it has been extremely successful. It has enabled us to increase our market share, for example, in transitions of several points throughout the world. So very positive element on this side as well. And on the more wholesale side, we have developed our share of Luxottica product within key groups of partners, like the Vision Source member in the U.S. or like the clients that are using our frame offer with a supply chain offer combining both lens and frames. And a lot more to come on this commercial initiative in the months and years to come. We have now tried to leverage the expertise and the skills we have within the group. For example, we take Costa. Costa is a very powerful and successful frame brand developed in the U.S. And now this frame brand that used to be managed by Luxottica -- by Essilor team, sorry, is now fully managed and integrated within the Luxottica brand portfolio. By doing so, we are really trying to create a stronger brand and a brand with a much larger distribution than what we used to be. We did similar things in terms of retail. For example, the Opticas Place Vendôme, which is a retail chain in Chile that was part of the Essilor portfolio, is now managed by our joint Latin America retail platform. We did the same in terms of e-commerce when we are building for our e-commerce activity, a single fulfillment platform. And in some geography, like Central America or like part of Africa, now we have one single team that is selling both lens and frames. Now let's move to the third big bucket, the supply chain. Supply chain is, of course, absolutely at the core of whatever we do. We have first rolled out the same standard in all our laboratories globally in terms of equipment, in terms of processes, in terms of IT system. We are investing in building new laboratory, state-of-the-art, in key geographies in order to continue to be able to fulfill the needs of the market. We are designing complete pair logistics. So in order to sell a finished product to our wholesale customer or to our consumers, we have worked a lot, of course, in terms of procurement in order to leverage the group bargaining power, and it has generated very significant synergies. And wherever it was possible, we have in-sourced our activities. The last big point is that we have developed a common infrastructure. One of the key elements on it was to build a new single IT infrastructure that we have started in Italy and that now we are rolling out in the U.S. and in Europe. And of course, having one single IT system to manage both the lens and the frame activity is going to be critical in building the new EssilorLuxottica. We have reviewed our global policies and processes in order to align them. And what has been done, what is absolutely key for the future is that we have launched tens of different world groups in terms of resource and development in order to develop the product of the future, combining lens and frames. And of course, this innovation is going to fill our growth in the years to come. We are also leveraging all the digital assets of the group and expanding them in order to digitalize the company, but also in order to develop a new customer and consumer offer. So as you can see with this few example, I hope that you have a good understanding on what has been done by the teams and the reason why we are so excited to enter into the second phase of the integration with a very strong momentum and a lot of optimism on how we are going to be able to continue to develop the company in the months and years to come. Thank you very much.

[Interpreted] I would like to thank Pierluigi Longo and Eric Leonard for this presentation. I would now like to spend a few moments discussing 2 key issues for EssilorLuxottica, its mission and sustainable development. Despite the health crisis, we have maintained our philanthropic and inclusive business actions in 2020, enabling us to provide vision correction and protection to over 39 million people since 2013. Innovation remained at the heart of our strategy and mission with major advances in tele-optometry. However, all these actions have enabled us to create sustainable access to Vision Care for 420 million people in developing communities. Sustainability is also strongly embedded in the company's DNA. Teams are working on a joint road map on key issues such as carbon neutrality, circularity and energy efficiency investments, to name but a few. We look forward to presenting these programs to you soon. We are convinced that employee ownership is the best way to strengthen our employees' commitment to ambition and strategy. We've seen them grow considerably. 44% of EssilorLuxottica employees now hold a financial stake in the company. I now would like to move on to the presentation of Mr. Olivier Pécoux, Director and Chairman of the Nominations and Compensation Committee.

[Interpreted] Shareholders, I will first present to you a summary of the resolutions relating to the remuneration of your company's directors. Secondly, I will discuss the selection process for directors joining the Board of Directors. Before doing so, I'd like to return to this unprecedented health crisis that we experienced last year. At the height of this crisis, almost half of the world's population was forced to stop work abruptly, leaving many families in extremely precarious situations. Therefore and in line with the group's values, EssilorLuxottica in April 2020 created a fund of EUR 100 million initially to support its employees and their families all over the world. By the end of 2020, the funds expenditure had amounted to EUR 160 million. It helped employees in situations in great economic and health distress, maintained salaries and medical coverage for employees in short-time work all over the world, and finally, provided the best possible support to employees who continue to work during the lockdown. In 2021, EssilorLuxottica will continue to support its employees and, in particular, we'll take charge of vaccination campaigns in countries where company integration is requested. Let's now turn to the resolutions concerning compensation. Resolution #5 concerns the approval of the report on the 2020 compensation package for corporate offices. You can find all the information in the universal registration document from Page 118 onwards. In the context of the health crisis, I'd like to highlight the following measures. Directors reduced their compensation by 50% for the whole of 2020. Mr. Del Vecchio and Mr. Milleri reduced their fixed compensation by 50% from April to June. Mr. Milleri waived his compensation as Vice Chairman of Luxottica Group SPA as of May 2020, Mr. Sagnières deferred 30% of his fixed compensation from May to August. And Mr. du Saillant reduced his fixed compensation by 35% from April to June. Resolutions 6 and 7 deal specifically with the 2020 compensation packages for Messrs. Del Vecchio and Sagnières. They serve, respectively, as Chairman and Chief Executive Officer, and as Vice Chairman and Chief Operating Officer until the 17th of December 2020. The achievement rate of the variable proportion in 2020, which was 23%, fully reflects the impact of the health crisis despite a solid performance in the second half of the year, made possible by the excellent management of the crisis by employees and executives. The bonus scale is defined at the beginning of 2020 in the pre-virus world have not been subsequently revised in line with the group's performance culture. For the 2020 performance share grant, performance conditions were tightened compared to 2019, elimination of retesting, more demanding testing scale and addition of a relative performance condition. On 17 December 2020, Mr. Sagnières decided to retire and leave all his executive positions while remaining Vice Chairman of the Board of Directors. In order to ensure compliance with the principle of checks and balances set out in the current combination agreement, Mr. Del Vecchio also decided voluntarily to step down as Chief Executive Officer of EssilorLuxottica on the same date while remaining Chairman of the Board of Directors. Mr. Del Vecchio and Mr. Sagnières did not receive any severance pay for the end of their terms of office nor any compensation for the period between 18 and the 31st of December, The same applies to Mr. Milleri and Mr. du Saillant, who are appointed Chief Executive Officer and Deputy Chief Executive Officer, with respect from the 18th of December onwards. Moving on to the 2021 compensation policy. In the interest of transparency, 2 resolutions are submitted for your approval this year to take account of the change in governance applicable from this general meeting. Resolution 8 covers the period between 1 January and today, in other words, ex anti pre-AGM approval. During this period, governance is governed by the merger agreement and the principle of equal powers between, on the one hand, the Chairman of the Board of Directors and the Vice Chairman of the Board, and the Chief Executive Officer and the Deputy or Chief Operating Officer. In accordance with the recommendations of the AFEP-MEDEF Code, the Chairman of the Board, Mr. Del Vecchio, will receive only a fixed annual compensation of EUR 500,000. Mr. Sagnières will not receive any specific remuneration for his position as Vice Chairman of the Board. The compensation levels of the Chief Executive, Mr. Milleri; and the Chief Operating Officer, Mr. du Saillant, have been aligned and are consistent with those of their previous positions. The variable proportion for 2021 will be based solely on quantifiable objectives, 90% financial objectives and 10% relating to a CSR objective for reducing greenhouse gas emissions. Resolution 9 concerns the period after the general meeting. This is, therefore, an ex anti-approval after the general meeting and the implementation of a new governance system. The fixed annual compensation of the Chairman of the Board of Directors will remain at EUR 500,000. The fixed compensation of the Chief Operating Officer will also remain unchanged. The proposed compensation of the Chief Executive reflects the responsibilities entrusted to him and market practice. The structure and objectives of the variable proportion of the Chief Executive Officer and the Chief Operating Officer are identical to those applicable for the first part of the year and presented above. Performance shares that will be allocated to them at the end of 2021 will follow the same rules as those allocated in 2020 to corporate offices. Finally, it should be noted that in accordance with the recommendations of the AFEP-MEDEF Code, Mr. Milleri will waive his employment contract upon confirmation of his appointment as Chief Executive Officer. In the event of his departure from his position as CEO, he will be subject to a noncompetition obligation for 20 months, compensated at 60% of his monetary compensation as CEO. Given the highly competitive environment in which the company operates, the Board of Directors considered it appropriate in order to ensure the protection of the group's strategic information and interests during a period of key transition and transformation of its organization to maintain the same mechanism as that from which Mr. Milleri benefited under his employment contract. He will also be entitled to severance payment. If conditions are granting such a payment, notably performance are met, the total of the noncompete and severance payments is capped at 2 years of monetary compensation. Paul du Saillant will retain his job contract, suspended in accordance with the practice for the Chief Operating Officer. In the event of his departure from the company, the Board of Directors may decide to pay him a noncompetition indemnity. He may also receive severance payment if the relevant conditions are met. The total of these 2 indemnities may not exceed 2 years of monetary compensation. I'd like to say a word about employee share ownership. As you know, this is an essential feature of your company. The group has nearly 63,000 employee shareholders whose interests are aligned with yours. Resolution 15 will allow the Board to renew the performance share plans that benefited nearly 15,000 employees in 2020 and which are a key component of the group's compensation policy. In the second part, I would now like to discuss the process for appointing directors. In accordance with the rules of procedure of the Board of Directors and the AFEP-MEDEF Code that I will refer to as Code, the Appointments and Compensation Committee, which I will call the NRC, is actively involved in the process of appointing directors. Specifically, according to the Board of Directors rules and procedure, the NRC is required to assess whether the group's corporate governance practice complies with the Code, which is the benchmark for corporate governance. The internal regulations of EssilorLuxottica Board of Directors and the Code specify that the Board committees, including the NRC, act within the framework delegated to them by the Board to which they submit their opinions and proposals. The NRC, like any other committee, does not act in place of the Board of the Directors, but as an extension of the Board to assist it in carrying out its work. This means that its recommendations are made solely to assist the Board in its decisions. The Code recommends a balanced composition of the Board. The Code also stipulates that the committee should organize a procedure for the nomination of future independent Board members and conduct its own review of potential applicants or candidates. The Board's rules of procedure provide that the Chairman, Vice Chairman, Chief Executive Officer and Chief Operating Officer, may contribute to the work of the NRC, and therefore, the NRC has asked them for this kind of contribution. In line with the above, the NRC started work on -- at the end of 2020 on the composition of the new Board and met formally 6 times to discuss it. All steps were carried out directly by the NRC without the intervention of an external consultant. In carrying out its assignment, the NRC considered, in particular, the 6 following items. Firstly, experience. The criteria for assessing applicants took account of various reflections of the Board members, in particular with regard to international experience, particularly in Asia, corporate social responsibility, innovation, technology and experience at the head of an operational general management team. Personality, which is the second point. The NRC has sought to propose board members who will work constructively in support of management and in accordance with the Board's rules of procedure and with the Code. Size of the Board. The NRC has taken account of the general view expressed by the Board that it should not exceed, in other words, the 14 current members. Independent criteria according to the Code. In this respect, bear in mind, the Code requires a number of independent directors equal to at least 50% of the Board members, and the number of employee representatives is not taken into account in this calculation. If the Board of Directors is composed of 14 members, at least 6 should be independent. Gender diversity. The Commercial Code requires at least 40% of members of the Board of Directors, excluding employee representatives, be women and at least 40% men. This means, in the case of the Board of Directors comprising 14 members, at least 5 members must be -- 5 terms of office must be held by men and 5 by women. Final point, the possibility of staggered terms of office. The NRC met with several potential candidates, including profiles proposed by the president of the company and profiles proposed by -- that I submitted as Chairman of the NRC. The NRC did not meet current independent or nonindependent board members and focused primarily on new applicants for independent directorships. The NRC had excellent discussions with all the people it met. It considered their professional backgrounds, their motivation for joining the Board, the possibility of conflicts and the time they could devote to the Board. Following the series of interviews, the NRC selected 8 new candidates for independent directors whose profiles and backgrounds were considered to be of good quality. The NRC presented its conclusions to the Board of Directors on the 24th of February 2021. During that same meeting, the Board selected 12 applicants to these applications to be submitted to the vote of the Annual General Meeting, including 5 applications for nonindependent directorships: namely those of Mr. Leonardo Del Vecchio, Romolo Bardin, Juliette Favre, Francesco Milleri and Paul du Saillant. And 7 applications for independent directorships, namely those of Jean-Luc Biamonti, Marie-Christine Coisne, José Gonzalo, Swati Piramal, Cristina Scocchia, Nathalie von Siemens and Andrea Zappia. If elected, they will join the 2 employee representatives to form the new 14 member Board. The Board will be composed of 58 independent directors, and 42% women and 58% men. Article 13 of the current articles provide that from 2021 onwards, each year, a fraction of the director's mandates expire so that the Board of Directors is fully renewed every 3 years. It is proposed to postpone the implementation of the staggered time of office system by 3 years in order to provide stability to the new Board of Directors during a period of increasing integration for the company. This postponement requires an amendment to the articles of the bylaws, which is, in fact, supervised under Resolution #12. Should the proposed amendment to Article 13 of the bylaws not be accepted by the general meeting, the standing of the terms and new mandates will be as follows. As soon as the company becomes aware that the amendment to Article 13 of the articles of association of the bylaws have not been accepted by shareholders, the Chief Executive Officer and Chief Operating Officer, acting jointly or with the right to sub-delegate, shall determine by lot the names of the 4 new directors whose term of office shall be shortened to 2 years. All powers are granted to the Managing Director and Chief Executive and Chief Operating Officer, acting jointly with the power to sub-delegate, to carry out these drawing of lots. The other 8 new directors will serve a 3-year term. I thank you for your attention and hope that we have provided useful insights into the group's compensation policy and the section processes for directors.

[Interpreted] Thank you, Mr. Pécoux. I'm now calling [ Mr. Jean Barley ] from Mazars, who in the name -- on behalf of the College of Statutory Auditors is going to present us the different reports.

[Interpreted] Ladies and gentlemen, dear shareholders, on behalf of the College of Statutory Auditors, PricewaterhouseCoopers and Mazars, I'm pleased to report to you on our audit of the financial statements for the year ended December 31, 2020. I would like to remind you first that our mission with the management and governance is an ongoing one. Our audit approach is based on an analysis of the risks that are likely to have an impact on the quality of the accounting and financial information. We assess the quality of internal controls, and more specifically, the key operational controls relating to the quality of accounting data as used within the group. The documentation gathered and the results of the analytical procedures and tests of details enable us to justify our opinion on the fairness and accuracy of the consolidated and annual financial statements. Throughout the engagement, we provide feedback to management and to your Audit Committee in order to share our analysis of the risks and our findings. Our networks, PricewaterhouseCoopers and Mazars, enable us to operate in the main countries where the group operates. We reported the results of our work to the Audit Committee on March 3 and 9, 2021. Naturally, regular exchanges were organized throughout the year. This year, we paid particular attention to the impact of COVID-19 on the entire group. In summary, the main topics discussed in 2020 concerned the assessment of the recoverable amount of goodwill and intangible assets as well as revenue recognition, which are considered to be key points of our 2020 audit. Other areas of particular focus were the correct application of IFRS accounting principles, cash management and liquidity of the group and, last but not least, the assessment of the internal control environment and the follow-up of major litigations. I will now present to you in summary our various reports prepared for this 2021 meeting on the 2020 financial statements, including the report on the annual financial statements, the report on the consolidated financial statements, our special report on regulated agreements, the report on the nonfinancial performance declaration, the certificate on remuneration, and for the extraordinary meeting are 4 reports on the delegations to be given to the Board of Directors. Our reports present the key points of the audit, which, in our professional judgment, were the most important and required special attention during the audit. For each key audit matter, we've described in our reports the reasons why the risk of material misstatement or significant anomaly was considered to be one of the most significant, the responses we provided in the course of the audit and the reference to the note to the financial statements that describes the accounting policies of the key audit matter. Reports on the financial statements of EssilorLuxottica, Pages 266 to 269. We certify that the annual accounts give a true and fair view of the results of operations for the year ended December 31 and the financial position and assets and liabilities of the company as of that date. For the annual accounts, the valuation of the equity investments was considered a key point for our audit. As of December 31, 2020, the equity investments recorded in the balance sheet at a net book value of EUR 27.8 billion, represents 78% of the company's total balance sheet. On the date of entry in the balance sheet, investments in subsidiaries and affiliates are recorded at their acquisition cost or contribution value. Investments in Luxottica Group and Essilor International SAS, which represent 99.5% of the total value of investments as of December 31, 2020, have been valued at their value in use, determined on the basis of a multi-criteria analysis taking into account, among other things, the share of the subsidiaries' equity and future cash flow projections. If their value in use had been lower to their carrying amount, an impairment loss would have been recognized. Report now on the consolidated financial statements, Page 240 to 243. In our opinion, the consolidated financial statements give a true and fair view of the financial position and the assets and liabilities of the group as of December 31, 2009, and of the results of its operations for the year that ended in accordance with International Financial Reporting Standards as adopted by the European Union. For fiscal year 2020, we've identified 2 key points. The assessment of the recoverable amount of goodwill and intangible assets, which, as of December 31, 2020, were recorded in the balance sheet at a net book value of EUR 22.7 billion and EUR 10 billion, respectively. In particular, the consequences of the COVID crisis were concerned by the group as an external indicator of impairment, justifying the performance of this test. Revenue recognition, this is the second key point of the audit, is considered as one of the group's key performance indicators. And in addition, certain commercial agreements are complex and requires particular attention to ensure that they are properly accounted for. With respect to our report to the Audit Committee, we've also issued our report to this committee, including the reports and the conclusions on the consolidated and annual accounts. We have also issued our special report, Pages 162 and 163 on regulated agreements. We hereby inform you that we have not been advised of any agreements authorized and entered into the year ended December 31, 2009, that are subject to approval by the shareholders meeting in accordance with Article L. 225-38 on the French Commercial Code. We remind you that the agreements entered into during previous years, which continued during the year, are included in our reports in the 2020 Universal Registration Document. A report by one of the statutory auditors designated as an independent third party, PricewaterhouseCoopers in this case, has been issued on the consolidated statement of nonfinancial performance in the management report, on which 3 observations have been made for improvement in our report. The next and last report concerns the certification on the total amount of remuneration paid to the highest-paid individuals for which we confirm the accuracy and the conformity with the accounts of the amounts indicated. Finally, in the context of your Extraordinary General Meeting, we have issued 4 reports concerning resolutions 14, 15, 16 and 18. The purpose of resolution 14 on the capital reduction is to authorize the Board of Directors to cancel shares purchased under the authorization to buy back the company's own shares up to a maximum of 10% of the company's capital per 24-month period. We have no comments to make on the reasons for and conditions of the proposed capital reduction. The purpose of resolution 15 is to authorize the Board of Directors to allocate existing bonus shares. We have no comments to make on the information given to the Board of Directors report on the proposed authorization to grant bonus shares. Resolution #16 relating to the issue of shares and securities with preferential subscription rights is intended to delegate to the Board of Directors the power to decide on an issue. Where appropriate, it will be for the Board to determine the final terms and conditions of the issue. As the final conditions under which the issue would be carried out have not been set, we do not express an opinion on them. Finally, on resolution #18 relating to the capital increase reserve for members of a company savings plan aims to delicate the Board of Directors the authority to decide on a capital increase and to cancel your preferential subscription rights to the ordinary shares to be issued in the context of this company savings plan. If necessary, it will be for the Board to determine the final terms and conditions of the issue. Subject to a subsequent examination of the terms and conditions of any capital increase that may be decided, we have no comments to make on the methods used to determine the issue price of the ordinary shares to be issued as set out in the Board of Directors report. As the final conditions under which the capital increase will be carried -- that will be carried that have not yet been determined, we do not express an opinion on these conditions. And consequently, on the proposal to cancel the preferential subscription right, which is being made to you. And in accordance with Article R225-116 of the French Commercial Code, we will issue a supplementary report, if necessary when your Board of Directors uses these last 2 delegations. Thank you for your attention, ladies and gentlemen, and dear shareholders.

[Interpreted] Many thanks, [ Mr. Barley ], for your presentation. Due to the uncertainties concerning the use of remote communication means, which could lead to unequal treatment of shareholders, the Board of Directors meeting on March 11 decided that shareholders would not be able to ask questions during the general meeting. However, you were able to ask written questions prior to the general meeting under the conditions set out in the Notice of Meeting published in the [Foreign Language] on May 3, 2021. 13 written questions were sent by the responsible investment forum to the chairman of the Board of Directors prior to the meeting. The answers to these questions have been published on the company's website. I invite you to refer to these answers in the section dedicated to the general meeting on the essilorluxottica.com website. I now hand over to the Secretary of the meeting, Mr. Alexander Lunshof, who will present the results of the vote on the resolutions proposed at this general meeting.

[Interpreted] Thank you, Madam President. I would like to ask the officers of the meeting not to read the report of the Board of Directors submitted to the meeting. They have been made available to the shareholders in accordance with the applicable legal and regulatory provisions. I also request the officers of the meeting not to read out each resolution, the text of which was published in the notice of meeting on the company's website and sent to all registered shareholders and to all bearer shareholders who have requested so. We hereby inform you that in accordance with applicable provisions, the persons interested in some of the resolutions submitted to this meeting do not take part in the vote on the resolutions in question and are, therefore, not counted in the calculation of the vote and the quorum. The quorum established at the close of the vote access platform yesterday at 3:00 p.m. 76.82% for the ordinary -- the general meeting and 76.81% for the extraordinary part. Resolutions 1 to 10 are within the competence of the Ordinary General Meeting. The first resolution, approval of the company financial statements for the year ended December 31. The resolution is adopted at 99.93%. Second resolution, approval of the consolidated financial statements for the year ending December 31. This resolution is adopted by 99.72%. Third resolution, allocation of the result and the termination of the dividend. This resolution is adopted by 98.25%. Resolution 4, approval of the regulated agreement, and resolution is adopted at 96.66%. Resolution 5, approval of the report on the remuneration of corporate officers, adopted at 98.74%. Resolution 6, approval of the fixed compensation and other components of Mr. Leonardo Del Vecchio, adopted at 89.05%. Resolution 7, approval of the elements comprising Mr. Hubert Sagnières compensation. Resolution is adopted at 36 -- 86.25%. Resolution 8, approval of the remuneration policy applicable to corporate officers for the period starting January 1 to the general meeting. The resolution is adopted at 92.13%. Resolution 9, approval of the remuneration policy applicable to corporate officers for the period after the general meeting. The resolution is adopted at 67.82%. Tenth resolution, authorization for the Board of Directors to buy back the company's own shares. Resolution is adopted at 97.33%. Moving on now to resolutions 11 to 18 for the extraordinary assembly. Resolution 11, harmonization of articles with Pacte Law. Resolution is adopted at 98.78%. Resolution 12, amendments of articles and the term of office of officers, adopted 91.41%. Resolution 13, amendment of articles following the change of governance. The resolution is adopted at 97.74%. Resolution 14, authorization for the Board of Directors to reduce the share capital by canceling treasury shares. The resolution was adopted by 99.34%. Resolution 15, authorization for the Board of Directors to grant existing shares free of charge to employees. The resolution was adopted at 94.26%. Resolution 16, delegation of authority to the Board of Directors to issue shares and securities carrying a capital increase with preferential subscription rights. The resolution is adopted at 99.97%. Resolution 17, delegation of authority to increase the share capital by incorporation of premiums, reserves, profits and other rights. The resolution is adopted by 99.94%. Resolution 18, delegation of authority to the Board of Directors to decide to increase the share capital by issuing shares reserved for members of a company savings plan, with -- the resolution was adopted at 99.83%. The following resolutions, 19 to 32, fall within the components of the Ordinary General Meeting. [Foreign Language] Resolution carried with 94.77% of votes. 25th resolution, appointment of Jean-Luc Biamonti as director. Resolution carried with 80.76% of votes. 26th resolution, appointment of Marie-Christine Coisne-Roquette as a member of the Board. Resolution carried at 99.91% of votes. 27th resolution, appointment of José Gonzalo as a member of the Board. Resolution carried with 99.89% of votes. 28th resolution, appointment of Swati Piramal as Board member. Resolution carried at 93.28% -- 96.28% of votes, sorry. 29th resolution, appointment of Nathalie von Siemens as a point -- member of the Board. Resolution adopted with 99.93% of votes. 30th resolution, appointment of Andrea Zappia as a member of the Board carried with 99.25% of votes. 31st resolution, duration of directors' mandates. The resolution is carried with 99.67% of votes. 32nd resolution, powers to carry out authority formalities carried with 99.98% votes.

[Interpreted] Thank you, Mr. Lunshof. We have come to the end of the agenda, and the meeting is now adjourned. Thank you for having attended this Board meeting -- this meeting of shareholders. I hope that we can meet up in person at the next General Meeting of Shareholders. In the meantime, take care of yourselves and the people around you. Thank you all. [Portions of this transcript that are marked [Interpreted] were spoken by an interpreter present on the live call.]