Forvia SE (FRVIA) Earnings Call Transcript & Summary
June 1, 2022
Earnings Call Speaker Segments
Michel de Rosen
executive[Interpreted] Ladies and gentlemen and dear shareholders, I'm delighted to welcome you to Faurecia's combined ordinary and extraordinary general meeting of June 1, 2022, and to be able to hold this year's meeting at long last at our headquarters in person after 2 years of online meetings. This event is indeed an essential moment of information exchange with our shareholders on the group's results, performance, outlook, strategy and governance. And so I would like to thank you for turning out today. I'd also like to thank the many shareholders who have exercised their remote voting rights and those who are monitoring the AGM online. This is being broadcast live on our website, but it will also be available as a replay. I'd also like to thank Mr. [ Richie ], a remarkable shareholder, sitting on the very front row who joined Bertrand Faure as early as 1948. He is 96 years of age. And year after year, he attends the AGM, showing a loyalty that is exemplary to us all. I'd also like to thank members of the Board of Directors and the Executive Committee who are in the room with us today. I'd like to welcome our new shareholder, the Hueck and Roepke Family pool, which joined the group after the acquisition of HELLA on 31st January 2022, and which became Faurecia's largest shareholder with about 9% of the share capital. I think the actual amount is 8.95%. 2021 was a historic year for Faurecia with 2 major milestones: a, the successful distribution of the shares held by Faurecia's historical shareholder, PSA/Stellantis, that was in March 2021; and b, the strategic and transforming acquisition and control of the German company, HELLA, launched on the 27 September 2021 and finalized on 31 January 2022. And since that date, Faurecia has held a controlling interest of over 80% in HELLA, which has been consolidated in Faurecia's financial statements in February 1, 2022. The merging of Faurecia and HELLA under the name FORVIA creates the seventh largest automotive supplier with a new chapter hoping in the history of this company, and we're delighted to share with you our ambition for FORVIA as a global benchmark in connected, personalized and sustainable mobility. You may remember that during the last year's AGM, we noted jointly that after Stellantis' spin-off of its stake in Faurecia, your company was given a new and free rein, enabling it to take strategic -- strategic initiatives not available to it until then. And so the decision of HELLA's shareholders to look for a strategic partner happened in 2021. HELLA is a remarkable company with many complementarities with this company. And so it is no surprise that it was also coveted by many of our competitors, and some of the mightiest of them. And so we were delighted and honored to have been chosen by the owning the proprietary families to become long-term partners and owners of HELLA. And so the combination of HELLA and Faurecia brought about FORVIA, which is a more powerful, more technological, more innovative, more global company, better -- in a better position to address the major challenges facing the automotive industries such as electrification, autonomous driving, connectivity in the circular economy. Needless to say, your Board was closely involved in the various stages of this major project. But I would like to pay a tribute to the key role played by Patrick Koller, your Chief Executive Officer, in this transforming acquisition. He was the first to identify the great potential of that company. Well, what helped was that a few years back, Patrick had actually worked with HELLA -- for HELLA, so he'd actually been there before. But Patrick spared no effort to work with the shareholders on both sides as well as the Executive Committee. And so this was a collective effort. And the work of the Board and the external advisers was precious. But one thing is for sure, had it not been for Patrick Koller, there would not have been a HELLA deal. Anyway, we do know that the merging of the integration of 2 major manufacturing companies presents both a major challenge but also opens up a long journey. No one at management or at Board level underestimates the effort at hand, able to take time, hard work, common sense and really paying attention to developments. And so at the beginning of 2022, you may have seen that the share performance of your company, the share price performance is somewhat disappointing because we're all shareholders in the company. And so all therefore we do feel that the performance is not up to expectations. Nonetheless, it is not for us to set the share price, it's the market to decide. But rest assured, each and every one of us has been working hard, in what is actual daunting and challenging time, to improve the performance of your company and, therefore, its outlook for growth. And so from the bottom of my heart, I certainly hope that by the end of 2022, the share price of Faurecia will be a better reflection of both the fundamentals and, indeed, the intrinsic value of this company. Moreover, I would also like, and this is essential, I would like to thank all the employees of this company who've worked hard. Throughout this year, they showed involvement, solidarity and, indeed, agility in what was, after all, a very uncertain and challenging context. Next to me, I have Patrick Koller, who is, therefore, the Chief Executive Officer but also a Director; Michel Favre, the Chief Financial Officer; and Nolwenn Delaunay, who is Secretary of the Board of Directors but also the Chief Legal Officer. They -- now I will use some legal terms now because it is for me to use the formal terminology in keeping with the instructions given by the very Nolwenn Delaunay. So therefore, this combined general meeting of shareholders is being held on the first call. The legal announcements relating to the convening of the shareholders meeting, we carried out within the regulatory deadlines, within the regulatory time. The financial statements, reports and all documents required to be made available to the shareholders have been made available in keeping with the legal and regulatory provisions in force. So these documents, and I'm not going to go read -- I'm not going to read them through, are located at the back of the room, if there was any doubt as to what we were going to present. And now we shall constitute the bureau, check on the quorum and go through the agenda of today's meeting. Amongst the shareholders present or represented, we have Peugeot 1810, represented by [ Bertrand Faure ], who is the CDG and CEO of Peugeot [ Avest ]. And then FCPE for [indiscernible] represented by [ Daniel Emberdroz ] who's also sitting on the front row. So if this is agreeable to you, they will agree to act as scrutineers, as tellers. I asked them beforehand, and they agreed. I suggest that Mrs. Nolwenn Delaunay should act as Secretary of the AGM. We also have in this room Mr. [ Ludo ], who is a Judicial Officer, and he is in the back of the room. And you keeping tabs on us, aren't you? All right. Well, then in keeping with applicable provisions and my capacity as Chairman of the Board of Directors, I shall be chairing this AGM. Let me remind you that on an ordinary basis, the meeting is valid only if 1/5 of the shares with voting rights are either present or represented. And on an extraordinary basis, it's not 1/5, but 1/4 of the shares that have to be represented. Regarding the quorum, we were just given the capital -- the share capital has 151,607,180 shares. But out of those shares, you have to take out the treasury shares held by Faurecia. We're talking about 112,421 shares. And so the right number, well, that tell you the reference number of shares for the calculation of the quorum. But I can let -- rest assured again, the number of shares held by the shareholders present or represented or having voted by mail, by post or by Internet or having given proxy is 97,690,452 shares. And so that is 64.48% of the shares with voting rights, i.e., of course, a percentage way higher than the 20% and 25% thresholds, I mentioned for the validity of the deliberations of the ordinary and extraordinary shareholders' meetings. And so the quorum has been reached, the assembly can validly deliberate, it being specified that when it rules, under the conditions of an ordinary general meeting, the resolutions may be adopted by a simple majority. And when it rules under the conditions of an extraordinary general meeting, they must be adopted by 2/3 majority. Let me remind you that this AGM is expected to vote on -- well, to deliberate on the items of the agenda which was communicated prior to this meeting. No changes have been made to the agenda. And so therefore, I do not propose to read it out in full. And so therefore, ladies and gentlemen, the meeting is open. Now the agenda will be as follows: I believe we have a slide on the screen. So we'll start with Patrick Koller's presentation of 2021, the founding year. Then Michel Favre will give you the financial performance for 2021. Then Patrick Koller, again, will take the floor to address the -- well, new outlook for the company. Then in the absence of Jean-Bernard Levy, who chairs the Governance Nomination and Sustainable Development, it will be for me to address issues of governance. Denis Mercier, who chairs the Compensation Committee, will introduce the report of the Remuneration Committee. Then there will be the report of the Statutory Auditors. There will be a Q&A session. And then, of course, we'll be voting on the resolutions. Now then, that brings my lengthy introduction to a close. And Patrick, take it away. It will be for you to introduce the year 2021 which was, as you said, a defining for this company.
Patrick Koller
executive[Interpreted] In 2021, after 2 decades of unfailing support, pages turn, Faurecia with -- became free from Stellantis, becoming independent, autonomous, in a position to seize on new growth opportunities. With the acquisition of the German HELLA, they create a global leader in automotive supply. Based on fast-growing new technologies, we can count on the agility and the commitment of our employees. They are at the heart of our success. Their safety is our #1 priority. We act for the well-being and of development of our teams, professional training, diversity, employee shareholding program and solidarity program of our foundation with EUR 75 billion in orders for several years. Now we have 200 new programs with customer satisfaction being our #1 priority. We are stepping up efforts towards carbon neutrality, saving energy, renewable electricity and partnerships with major players to reduce our CO2 carbon footprint by 2025. We are also working to halve by 2030 our CO2 emissions related to our own products. We have created a sustainable materials department. We started it for the planet initiative, working on sustainable steel, and with Veolia on recyclable plastics. Faurecia has been confirming its position -- leading position in the hydrogen fuel sector. There are more and more sector -- projects with Stellantis, Hyundai and others, in particular, an acquisition in China and on heavy weight vehicles. We've had a cooperation with MAHLE, Symbio and Michelin. Tomorrow's vehicle will include a growing share of logistics and software. Faurecia has been innovating and investing in this field, working for a safer mobility with connected and personalized equipment. Cockpit has become immersive with design-led, an expert in advanced LED lighting and IRYStec, which is providing visual displays in the car. BMW and Mercedes trust on to activate our own app store solution to equip their vehicles. Combining our expertise with that of HELLA, we are ideally positioned to meet the challenges facing our industry. Good afternoon, ladies and gentlemen, dear shareholders, it is a pleasure to find you in person again, especially here at the headquarters in Nanterre. 2021, as you may know, was a defining year. In 2021, we increased our float after the spin-off activated by Stellantis in March. And I note the dates because there is a timetable, many things happened in the first half of 2021. So the float became higher than 85%, authorizing or giving us new opportunities for -- well, new strategic opportunities. And of course, we wasted no time in taking advantage of that possibility, but also the family group that owns 60% that we bought back from HELLA becomes, therefore, our main partner, our main shareholders, with just under 9% of our shares. The acquisition of HELLA, so therefore, these are 2 complementary companies, and I'll get into the detail of that, but the acquisition complex was -- process was fast and efficient. On 17 May last year, we sent our letter of intent. And on 14 August, we were told that we were the preferred bidder. And so therefore, we were able to make that deal. And then between 14 August and the end of November, we completed the takeover bid. And on 31 January, we closed the deal. And so I mean the 3 months for stage 1, that was pretty fast. And then 12.5 months to close and finalize the deal. I believe that was done in record time and that will stay in the books. Now we have 81.56% of HELLA, and we took over, well, the existing -- well, we took over the existing governance, which is related to the legal form of the HELLA, which enables us to run that acquisition properly and roll out our synergy plan as provided in the initial project. Michel early on mentioned, well, used the word integration. This is critical. In fact, we don't see so much integration as hooking up. Well, you will see why. On the slide, you see all the information relating to surveys we've been conducting with our employees. So we have as many as 4,000 people working from both Faurecia and HELLA. And we find that both -- employees on both sides are very much in favor of FORVIA. Indeed, the name FORVIA is important because under this new name, it brings together the new energies. And that's the expectations go beyond the benchmark, and that was done by BCG. BCG, of course, has a huge database that is in a position to compare results of M&As. And having a response rate of 83% in favor of the -- well, being prepared to change that is [ enforcing right ]. Well, we've merged and we'll have to change on both sides, by the way. And this willingness to change is higher than 88%. And the ability that is having the wherewithal to effect that change, higher than 75%, and that is a significant number as well. Now when you have 2 companies coming together as we've done, we learn on both sides. I mean each learns from the other, takes a page from the other's book as it were. We are a company that has been working on an almost exclusively verbal basis. Whereas HELLA is the exact opposite, they do everything in writing. Not unless you put an instruction in writing, nothing will happen. And so I think the optimal truth sits somewhere in the middle. On both sides, we need to change our behaviors, our respective behaviors to optimize our performance. If you look at our plants, we are system providers, whereas HELLA produces components. And so HELLA's [ islands ] of productions are highly optimized and automated. By contrast, the materials and data flows are better organized at Faurecia's than they are at HELLA. And there again, and people have noted this quite clearly, working together will enable to improve systematically and significantly again learning from one another. Now a few facts and figures regarding HELLA. This is a family-held company. It was founded in 1899. EUR 6.5 billion in sales for the year 2020, 2021. 36,000 employees in 125 plants in 26 countries. 17 R&D projects every year with 3 activities, electronics, lighting and what we call life cycle solutions, 10% of the budget being invested in R&D. I'll get back to that in a minute. Now Faurecia plus HELLA becomes FORVIA. I thought it was good to go under the same name, which is a new banner. This name was taken up immediately by our customers. And our customers call us that. So our calling cards, our e-mail addresses have been redrafted with that new name. And it's all going very smoothly. So the growth outlook is very positive. Indeed, we've become the seventh largest supplier -- automotive supplier in the world. Our expectation is EUR 33 billion in revenue with 40% coming from an improved climate, as it were. 90 -- we're looking at 90 million vehicles in this year, which is very conservative, below IHS' forecast. And indeed, below the actual number annually from between 2018 and 2019. And so we're being conservative here. But we should -- well, the outlook for this year, between EUR 23 billion and EUR 24 billion in revenue, so that gives you an order of magnitude of what it is we need to handle in terms of growth over the next few years to reach that EUR 33 billion figure. Now it may be that EUR 33 billion comes short of -- of what we said because of disposals. But no matter what, we will be looking at a performance upwards of EUR 30 billion, no matter what. What is important is that we have a perfect alignment with megatrends in the automotive industry and the complementarity of our 2 companies. That complementarity is both regarding our customer portfolio, geographies but also technologies. So what should be pointed out is that we have been taking a leadership position in electronics and software. There again, the revenue -- expected revenue is EUR 7 billion by 2025. And again, in our order book, we're looking at 90%. I mean, it has been -- it's already in the books. So we will have to handle that growth. That growth will happen. Now, we have the 2 legs needed for electrification, both in terms of the management of electric batteries and electric systems at large, but also the hydrogen part of things. We've integrated about 75% of the value of the hydrogen system. We've taken that in as it were. So a few figures here, and I think they are relevant. If you look at our position as the seventh largest supplier, one out of every other carrier in the world has at least one component coming from FORVIA. And the good thing is that we are aligned with the megatrends complementarity. We mentioned that earlier. The 80 customer OEMs, I think that covers pretty much all the carmakers in the world. 150,000 employees around the world, 35,000 engineers, upwards of 3,500 software engineers. More than 70% of our revenue goes to R&D, 10% on the HELLA side, that is electronics. 14,000 patents in our portfolio, which speaks for itself as regards to size and -- size of the company. Our portfolio is quite unique, and there are a number of areas where we hold leadership positions. 24 lines of product that are part of the 6 businesses where we pretty much cover the entire vertical segments. And there's a constant concern, which was already the case at HELLA, on an annual basis to make sure that all these product lines enable us to ascertain a leadership position, being #1, 2 or 3, with the potential for profitable growth. And that is, of course, the standard we set for ourselves. Regarding synergies now, we have identified as many as EUR 250 million in synergies, that is cost savings by 2025, and we are right on track to deliver on these synergies. Of course, we have the right governance enabling us to do this, as well as the legal framework, which will ensure that all the shareholders' interests, those of Faurecia and HELLA's are protected. We organized 10 projects, and that's what we do best, dedicating specific resources to all 10 projects, with a clear responsibility to deliver. They account -- these 10 projects account for 90 -- more than 95% of the total synergies that have been identified. So I'll go through at least that these savings we can achieve direct as well as indirect procurement; transactional services, that is we have platforms that we call Global Business Services, both at HELLA and at Faurecia. So this is all becoming homogeneous. The digital transformation and the IT systems, the integration of electronics, that is the merger as it were of the electronics part. We also have what are known as digital warehouses and also the flow of digital materials. And we have a new business called tooling. I mean we have 50% of all tooling in common. And that was useful in view of the challenges, both in the supply chain and in transportation logistics. Most of our tools come from China. And it is urgent, indeed, it is essential for us to be in a position to take advantage of the manufacturing base in Asia as well as in Europe. Well, that is the case, but also in North America. Now industrial excellence, we're looking at automation, robotization, digitalization. Synergies in sales and distribution, that is important because we want to increase our profitable revenue in retail. Real estate optimization and there are -- we can certainly optimize that as well. And then bringing together the support functions, that means the 2 organizations should merge in an organizational way. Now regarding the financial performance, I'll give the floor to Michel.
Michel Favre
executive[Interpreted] Good afternoon, ladies and gentlemen, dear shareholders. So if I talk about 2021, I have to begin with semiconductors. As you know, 2021 had begun very rapidly recovery and the volumes, but very rapidly, we've faced with a semiconductor crisis and things really became worse in September. In September, for example, we started the month with good sales in our order intake, but we lost 25% of the sales. And we had never seen this. When you have a look at the figures, you will see that in 2019, 85 million vehicles were produced. So this was also a figure that was lower than in previous years. Then COVID, 2 months were lost, 70.7 million vehicles. And last year, only 73.4 million vehicles as if we had also lost 2 months. So this shortage really has impacted the entire automotive industry, not only, but mainly. Now it was a difficult context. And there was also the start of the inflation that is also accelerating right now. We had many orders that were canceled by the car manufacturers. And it was difficult to -- if it's only a 48-hour notice, you would not know how to deal without the employees. And we also had a very difficult time for our seating operations in Detroit, and this has caused us a rather significant amount of money, as you will see. So despite these difficulties, our sales were of EUR 15.6 billion against a forecast of EUR 17 billion. I say the operating income is only 5.5% of sales, and we're able to generate cash flow EUR 305 million, below the historical figure of more than EUR 500 million, but still quite satisfactory. And we improved our net to adjusted EBITDA ratio before HELLA's acquisition, so 1.6x. And this was one of our priorities. Now there were some very positive aspects also. We were given 70 awards -- awards were given by some of our customers in 2021. And we asked all our customers, regardless of their position, to rank Faurecia, and this is a score out of 5. People are used to do this when they go to restaurants. And our score is 4.5 stars. This was in 2020 and it was an improvement compared with 2020 4.2. So we're talking about a very specific environment, inflation, tough discussions with our customers. And despite all this, we are able to have a significant order intake, EUR 25 billion. So we are still expecting more growth in 2022. And EUR 6 billion for electric vehicles, which really shows that we are extremely well positioned regarding electric vehicles. And we're also well positioned for China. So very good performance here also. And as Patrick said, EUR 500 million for hydrogen projects is also one of our main priorities. So if I try to compare the numbers for 2020 and 2021, last year, EUR 14.445 billion. This year, EUR 15.6 billion. So half of it was due to volumes and half of it was due to an overperformance. And FORVIA is accelerating on this overperformance. You also have the currency effect, [indiscernible] other currencies than euro. And this is becoming extremely positive as we go. Now if you have a look at the operating income, you will see that we have EUR 359 million positive. This is the volume mix. And with low volumes, as we are seeing today, we can expect that the margin will improve as soon as volumes increase again. We've been able to optimize our cost, EUR 300 million approximately. And all those additional costs that were induced by our customers, approximately EUR 40 million. And then you have inflation, more than EUR 300 million in price increases, but thanks to a specific kind aspect, we have a negative impact of EUR 70 million. And unfortunately, this will remain quite stable in 2022. And we also had the operational difficulties in the U.S., that's all gradually being solved. So we now have a margin of 5.5% compared with 2.9%. So now let's have a look at the net income from continued operations, plus EUR 416 million. We expected something better. We're not helped with the volumes. Then you have the disposals and the discontinued operations, especially acoustics and trims and the creations. And the net income is only EUR 16 million. Now as for our cash flow, EBITDA has improved by approximately EUR 450 million. We were able to contain our investments as much as we could, EUR 1.3 billion. We anticipated EUR 1.4 billion at the end of the year. So this is 10% less. We were able to do more because of the order intake, we have to have the right resources in place in order to develop those future opportunity to create more income and margins in the future. Obviously, you have the restructuring. And because of the very low level of activity, minus 15%, as far as the volumes are concerned, and we've had to reduce the head count quite significantly. So the cash was slightly positive but is still rather low, unfortunately. Now let me talk about the debt-to-EBITDA ratio. We have a very strong liquidity. We're able to prefinance the HELLA acquisition during the second half year 2021 with the senior bonds and the private equity on the German market. We also had the credit facility line, which is obviously undrawn, EUR 1.5 billion. And the maturity has been extended until May 2026. It was originally May 2026, now we have an option to go up to May 2028. We also have a beneficial debt structure and also maturity is something that is quite positive. It's also an important aspect thing. We're one of the first actors to issue green bonds. And now this is one of the main prerequisites and I must say that we can be proud of that achievement. And with regards the net debt-to-EBITDA ratio, we've gone down from 1.9x to 1.6x. So the HELLA acquisition was closed. It closed on the 31st of January 2022. So acquisition of 81.6% of HELLA. And in total, Faurecia now owns 81.6% of HELLA. The Hueck and Roepke Family now becomes Faurecia's main shareholder. They have almost 10% of our shares, approximately more than EUR 500 million. So net debt after this capital increase has increased by EUR 4.9 billion. We had financed it using a bridge facility. And on the 31st of January, we had to draw EUR 2.4 billion, EUR 800 million in form of an equity bridge and EUR 1.6 billion in the form of a bridge to bond refinancing. And this will be refinanced either via bonds or a bank credit -- bank loans. So I had already always said that we will make sure that we'll deleverage and reduce our risks. And I believe that our share price is now more suffering from this risk aspect. And we did have to go for the initial amount of EUR 800 million, but it's still a significant amount. And it was important to secure our rating because any financial setup or financial decision will depend on our rating. And I believe that this was a very good achievement during the negotiations leading to that acquisition. So we're going to increase our capital as soon as management and the Board decide that all conditions are met on the market. Now let's talk briefly about 2022. So the situation is probably even more complicated than it was at the end of 2021 because the inflation is getting even worse. You also have increased raw material prices, transportation price. The same goes for energy. More than EUR 65 million, maybe EUR 70 million. And also pay and salary increases. And all this is becoming one more [indiscernible]. So we didn't achieve our volumes at the end of April because of the war in Ukraine, because of the lockdown in China. So April was greatly impacted by all those phenomena. And May is slightly better. And I believe that things are going to be even better in June, but we'll see. So we're quite cautious, with an estimate of 74.2 million vehicles in 2022, where we have IHS says that the number should actually be a bit higher. So I'll let you compare this with the figures for a regular year, approximately EUR 80 million or EUR 85 million. So we are still at very low levels. Sales are holding steady in Q1 of 2022. Reported growth of 32.9%. And this is mostly attributable to the consolidation of HELLA. We have a positive currency effect of 3.2% compared with 1.1% last year. So Faurecia standalone has an organic growth of 1.1% but you have to compare this with the average market that is down 4.2%. So if you have a look at the geographical mix, it's essentially China and Europe that have been impacted. If I remove this mix, then we overperformed by approximately 10%. So growth is going to be one of the main aspects of 2022. So for Q1, January and February were almost a normal month. Things got worse in March. And we are seeing a recovery in May and most probably also in June. We are remaining very cautious. We've always been quite cautious. And we thought it would be a good idea to negotiate the covenants. Those are the conditions under which we have to pay back our debt. And we've negotiated this with our partners. And the ratio is 3x net debt-to-EBITDA ratio. And thanks to a renegotiation, we're able to achieve this ratio and have a 3.75%. We've decided to do this in order to not have to renegotiate this again. So as you know, we have increased our divestment program. It's a good opportunity to really keep our best assets. The target has now been doubled to EUR 1 billion of the proceeds. And those disposals that are currently underway, be it at Faurecia, or at HELLA, should lead to some announcements by the end of the third quarter this year and at the latest by [ end ] of 2022. And they should be carried out early next year. Now we have this debt pressure, pressure on cash and liquidity. And because of that, the Board of Directors has decided to propose that dividend payment should be suspended on an external basis in 2022. So this is a difficult environment, as I said. 74 million vehicles. And we've published sales that are expected to be between EUR 23 billion and EUR 24 billion. Usually, they should be EUR 4 billion higher, 20% higher. Operating margin, between 4% and 5%. And a net cash flow at breakeven. And I will now hand over the floor back to Patrick who is going to talk about the outlook.
Patrick Koller
executive[Interpreted] Thank you, Michel. So I'm going to talk about our products. I mentioned some of the innovations and our main areas of work right now. So to make things clearer, we are going to break down our 24 product measures into 3 categories: electrification and energy management, automated and safe driving and personalized experiences, especially in a cockpit that will be digital and sustainable. So this only works if we perform when it comes to sustainable development, innovation and technology. And we also have to show operational excellence. Our strength and our assets, be it in Germany or here in France, will also help us deliver on all those ambitions. Let me begin with electrification. I'll give you a few figures first. In 2030, we should have more than 40% electric vehicles on the market. So it's not a linear distribution. Approximately 50% in Europe, 40% slightly more in China and 30% in the U.S. The electrification, in my view, is going to happen. It's underway, definitely so. Now the remaining question is, how long is this going to take? And this will depend on the infrastructure, on the investments that are going to be made. And it will also depend on cost increases, especially with regards to batteries. And this is also linked with the price of energy and the price of the raw materials used to manufacture those batteries. So battery- and hydrogen-powered vehicles are not competing with one another, they are actually complementary. And this is something that needs to be understood. Let me begin with electric cars. So the power train remains the same. In one case, the electric energy is still in a battery. And the second option, it is produced by the system, by fuel cells using hydrogen. But it is the same type of car. It's the same architecture. The power management solutions and the optimization of the driving range are really at the heart of what we are trying to achieve when it comes to BEVs, battery electric vehicles. As for the hydrogen-powered vehicles, we are present on the entire value chain. And there are some issues that need to be solved with regards to the storage systems. We talked about our partnership with Air Liquide. We are considering liquid hydrogen storage solutions, especially for heavy-duty vehicles, but also available of the fuel cell stack. And here, the main challenge is to have a sufficient life for those stacks. Now let me talk about BEV. There are 2 main objectives here. We need to focus on performance and the safety of this battery pack. And the second aspect is the charging speed and the homogenous release of energy of those batteries. So we're working on both aspects. We have some sensors and actuators that allow us to monitor the voltage, the temperature, which is very important also, the current, in order to make sure that we have a secure function of those batteries and we'll also have cooling systems for those batteries because, as you know, it releases heat, and we need to make sure that it doesn't overheat. And keeping the temperature under control is something that is key. But if you get closer to that temperature, it also allows you to reduce the time needed to charge the battery. And this is the reason why we need highly sophisticated products in order to achieve the right level of performance. Let me talk about hydrogen now. We are currently investing into the industrial phase. We have collected several -- several contracts, major contracts that are very similar to those that we have in the traditional automotive industry. And now we need to sterilize those productions. We are currently building 2 plants, 1 in Lyon, it's called Symbio plant for fuel cell system part. And there's also another plant in [indiscernible] and the 2 department in France for the storage systems. And in 2023, so by the end of this year, beginning of 2023, we should be ready for 0 production. And this is going to change the game. It's going to be a true game changer. Where everyone is on the starting line, everyone will run in order to win, but I'm sure we'll make a difference. And we will have some cars and vehicles, especially light-duty vehicles, on the roads as of 2023. And they will be in much larger quantities than is the case now. We have also worked on strengthening our ecosystem, and this is extremely important. We talked about our joint venture. We have a majority stake in China when it comes to manufacturing tanks. We also have a partner in Korea. And we have signed, unfortunately, I cannot say -- make an official announcement yet, but we signed a contract with a major German supplier for an exclusive production of bipolar plates used in fuel cells and are extremely important because this is a very specific know-how. And I believe that this is going to give us a competitive edge compared with our competitors. Our ambitions are being confirmed. We have EUR 500 million of order intake. So this was in 2021. Our ambition is to reach EUR 3.5 billion in sales. That also includes Symbio, 100% Symbio by 2030. And we remain confident that we're going to achieve those targets. The second lever is automated and safe driving. What I'd like to say here, I'd like to talk about the software, because this is also something you will need to bear when you listen to the last part of my presentation. In 2030, 35% of the value of an electric vehicle will be that of the electronic systems and software. 35%. So the number will depend on [indiscernible] technologies, would be 25% for a plug-in hybrid vehicle, which is basically an electric vehicle that is rechargeable. And for a regular vehicle with a combustion engine, even if you had a sophisticated autonomous driving system, this percentage would be 17% to 18%. I am mentioning this to you because this brings me back to what Michel was telling you regarding the shortage in semiconductor. So we produce fewer vehicles, but we produce more vehicles that are hybrid vehicles. And they need approximately twice as many semiconductors as our traditional vehicles. So this is one of the issues that we are faced with. We have the price increases for those semiconductors. And this obviously is having a negative impact on our volumes in production. Now with regards to those semiconductors, I do not think that the situation is going to significantly improve before the end of next year. So we'll have to get used to managing those shortages. So things are improving. I must say that they are improving slightly, but there is no massive improvement yet because the demand is also rising. As far as the automated driving is concerned, and I'll move to the next slide, what are we talking about here? The objective is to help drivers. Thanks to detection systems and systems I can understand what is going on in the driver's environment. And the driver is going to be warned about a specific situation and know how to react. If the driver doesn't react accordingly, then the car will be in charge of the vehicle in order to make sure that the vehicle and its occupants are safe. And to do this, we need to understand what's going on and we need to learn. And this is why we have those sensors and radars, 77 gigahertz. What they do is anticipate on the events that could occur. And the range is increasing. It's important to gain more time in order to do calculation and to make the right decisions, looking about our transitions, because decisions have to be made and that artificial intelligence is supported by deep learning which increases the number of cases and situations in order to provide even more robust information which drastically improves the safety of the driver inside the vehicle. And I believe that here, again, we are fully aligned with the megatrends in the automotive sector. There is another very important aspect. You cannot have any automated car or automated driving if the various braking, steering and accelerating systems are not electrified. So those systems are going to become via wire electrified systems and contribute to the current mechanical systems that we have. Those are extremely complex systems. Actually when it comes to braking, you have to make -- the braking system, you have to make sure that it actually brakes. The same goes for steering. So we have a fail operational systems. Those are redundant systems that can react safely in case of failure. They are similar to what you will find in an aircraft. So there are 2 types of sensors in order to avoid any contamination. You want to avoid any one system being contaminated by another system. And this will allow a driver to park the car safely on the side of the road if there is a failure. Those systems have been developed by HELLA. And HELLA truly is ahead of the game here. And it has already won some market shares. We have some contracts that are currently being developed. And what's interesting when you think about HELLA's electronics systems is that they take an order. And based on that order -- obviously, it's an order with a major customer, a competent customer that has a very good understanding of those systems and those softwares. So based on that order, HELLA defines the standards for the upcoming platform, which means major investments upstream, but also major savings when the technologies are being rolled out. And on the final part, there's the sort of individualized experience. What is desired here is sort of a digital continuity. I don't know. If you started on Netflix, let's say, you started watching a movie, you don't want to -- you want to pick up where you left off in the car. Well, of course, if you're not driving, but the car is already autonomous for 3 people -- in 4. And so if you want the sort of customized services, you should be in a position to make it possible for passengers to decide what they want to do with the time they spend in a car. So if they wish to work, to rest, to be entertained or to relax. But the main thing is that individual choices should not sort of encroach upon the choices of others. So for instance, if one passenger wishes to make a phone call or to listen to a piece of music, he or she should be in a position to do so without disturbing the neighbors who may wish to watch a movie or play on a video game or something. Anyway, we are working hard on apps. Now it sounds that we do have to offer wide choices of applications and they vary greatly from one country to the next. It all depends on consumer choices and their personal preferences. What we have found is we do have a wide pallet of choices. Aptoide with Faurecia is the third app store in the world, right behind Google and Apple. So that's pretty good. And that was taken up by BMW and Mercedes-Benz. And so the big advantage of that -- our own app store is that there are fewer requirements regarding personal data of users. And that makes it -- well, that is a great advantage. Anyway, that app store has additional offers. For instance, you can pay online or you can have remote payments or order remotely. You can order, not just an app or a video, but you can also actually purchase equipment, for instance, anyway. You -- we want to have a sort of a custom made or customized offers. And we're working hard on the technology to make that possible. We want to give the designers as much leeway as possible. So it's for the exterior of the car but also for the interior. On the exterior, the going trend is to have a sort of a screen-type panel that takes up the whole skin of the car as it was, so you don't need any cooler for the heat absorption. So you want to -- well, if you have an electric car, you want to have all sorts of -- sort of a lead-type ornaments on the surface of the car. But also you can also display information about the road itself. So that includes, of course, the safety of the passengers, but also that helps you manage the traffic around the car. For instance, you can warn, I don't know, a cyclist that you're going to come out of your car, that could be useful for cars or cyclists. Now if the system can sense the presence of a cyclist, in fact, the door will not open for everybody's safety. Until such time as the coast is clear as it were, the door will not open. So that's a very nice safety and prevention system. On the backside -- rear of the car, you have all sorts of innovations and new designs in particular. And so go online, go to the Internet and check out the Lucid L vehicle. And you'll find for both the front and the back of the car, you have highly differentiating systems which are produced by HELLA. Now on the inside of the car, we want to have things that look more and more elegant. The idea is to have something that looks like indirect lighting in houses. But to do that in a car, this means that you have to use the car's inner surfaces to have a sort of a dimmer or softer lighting. And so there you -- and that means bringing different services together. So that's regarding the new products on offer that we are developing. But now a few words about sustainable development. Now the first thing, I mean this is a deeply held belief amongst the HELLA and Faurecia teams alike. We all believe that global warming is the challenge ahead of us and there's no time to waste. So we're working on Scopes 1 and 2, and that is the CO2 generated by our own sites and plants. But we're also working on bringing down Scope 3. Now Scope 3 are induced emissions. Emissions that are caused by the use of the products that we make so -- and that are part of the vehicles. So on Scopes 1 and 2, we propose to achieve our goals by 2025. And we want to have total carbon neutrality, that is 1, 2 and 3 by 2045. Now 2045 looks like a long way down the road as it were. But in fact, that is -- this puts us best-in-class as it were because it's all very well to give a deadline, but we have to have a detailed and actual plan. And if we have a timetable by 2025, by halfway, sort of a mid-term plan by 2030 is to have a 45% reduction in our CO2 carbon footprint. So that means less materials, less energy, better used materials and energy. So less in quality, better in quality, design products with longer life cycles, recyclable products that will also find their rightful place in the circular economy. What should be pointed out here is that what's good for the planet is good for the company in financial terms. Put it this way, if you note, well, the inflation on energy prices, well, we would be looking at an additional EUR 58 million in the energy bill in 2023 compared to 2022. But because early on we started on this Scopes 1 and 2 neutrality, this means that we'll be able to save as much as 22% in our energy bill in 2023 compared to 2019, which is the sort of the baseline. And we're also investing in as many as 150 sites where we have been producing solar panels. We're looking at about 1 million square meters that will be rolled out by end 2023. And that will put us in a position to generate about 7% of our own electricity. And so therefore, the EUR 50 million we're looking at in 2023, will only the EUR 6 million or EUR 7 million, thanks to these energy-saving measures. And another thing is we don't use that much water, but still, we decided to take a look at that and take all the necessary steps to minimize as best we can our water consumption. And we're also engaged in biological diversity in each of our sites. We'll have a sort of impact map, a mapping of its impact. Now what makes it complicated is there are no indicators. Each site is considered on a case-by-case basis, and it will be every time a sort of a local case. Now that was Scope 1. Regarding Scope 3, the idea is to reach carbon neutrality by the use of materials. What is it we propose to do? Well, we propose to change the makeup of the materials, combine virgin as it were materials with recycled materials and bio-sourced materials. So recycled and bio-sourced materials together have actually a negative CO2 performance, would you believe? And so that is, of course, it's of great interest for us. We may not be chemists or chemistry specialists, but we are in a legitimate position to do this because when we do this, we improve materials variability. But of course, when there's too much variability, the process becomes more complicated. So the process variability has to be reduced because, otherwise, we use too much material. So -- but in order to do this, we have to know exactly what all the processes are. And of course, that we do know. And in Lyon, we'll be starting a pilot plant with as many 400 chemical engineers by 2030, but starting off very early. And the idea is -- well, the important thing is feedstock being, i.e., we should be in a position to have a sufficient supply of recycled or bio-sourced materials. And that is important because, of course, that industry consumes a lot of materials. And we work with Veolia on Scope 3 to have 30% of recycled products for the interiors by 2025 and 2025 is around the corner. And so the significant -- we will have a significant increase in recycled materials on other compounds so as to be as broad as possible in the applications involved in the manufacturing process. So we're making headway there, but neutrality is not just energy and materials. It also is related to module architecture, to logistics, transportation, distance. So if we have a seat, we call that seat for the planet, car seat. Well, that seat was designed with a view to reducing the CO2 -- the carbon footprint. And we have a 48% reduction in the carbon footprint compared to a standard car seat. Now we can do this because we use sustainable materials, but also because we -- the whole thing is lighter. These vehicles are lighter. They weigh way less. And also the architecture is such that, a, we can recycle materials and indeed we can engage in the circular economy. So right now, the seat has 80 modules in it. And now with this new architecture, we are down to 20 modules, which also makes it -- makes for easier assembly and disassembly. And that means that the -- well, we can upgrade the functions after the car is sold at any time. In a very easy way, we can upgrade the car, and our OEMs are very keen on this. We're having talked with our customers to see how they -- we can generate such energy and CO2 savings. And materials, of course, it's not just CO2 and energy. That is part of ESG. We are also, from a human standpoint, very much keen on diversity and inclusion. And we have clear commitments about this. We are aiming to have 35% women in our executives and engineers worldwide. So that includes FORVIA, so both Faurecia and HELLA, and 30% in our top 300 people by the year 2030. It doesn't look it, but this is, in fact, an ambitious target. And this is also part -- I mean reaching these objectives will be amongst the criteria for the bonuses of our top executives. That's diversity and inclusion. Another major priority is safety and training. Of course, it's unacceptable to have employees injured in the course of their duties. And so we want to bring FR1t accident rate under 1.2 by 2025. Again, 2025 is, as I said earlier, around the corner. We are not too far from that, so we do pretty good in terms of safety. There are a few items where we -- there's room for improvement, and HELLA is slightly above that frequency rate. But -- so we have to work on that, but that's the aim. 25 hours of training per employee, and we decided that Comex itself should also provide -- or be -- have 3 hours of training per month on new technologies because that's the only way. I mean we want our top executives to have deep knowledge of the new technologies, only then can we hope to roll out these new technologies at a proper pace. Regarding corporate social responsibility, we want to be able to give back to the communities where we have operations because we generate business, but we take from the community. So we want to give back to these communities as it were. And so we have a foundation run by our own people, by our staff. These are proposals that come from our own people in 3 fields: education, especially girls' education; mobility; and the environment. I'll give you an example, apart from the ones you have on the slide. What you have here is a grant for Ukrainian refugees. In Puebla, Mexico, there is a school that looks after sick children or children recovering from disease. This is a private school, didn't have much funds, but it happened to own cultivable land. And one of our employees came up with a brilliant idea of saying, well, look, that land, that farmland could be used as a sort of a seed plant. And so we used it as a seed plant for trees. And the city of Puebla actually chipped in to broaden, to enlarge the surface area. And so we hired people from the next poor village. And now this village generates its own income sustainably so as to be able to have more pupils in it. And so by growing -- by providing tree seeds and baby trees, it is in a position to generate that revenue. A few words about the outlook, regarding our new orders here, FORVIA includes both HELLA and Faurecia. Our goal is to take in upwards of EUR 30 billion in new orders every year. And now we are on track to achieve just that. We propose to generate as much as EUR 250 million in savings in synergies, and we'll actually do better than that by 2025. Our aim is to generate EUR 33 billion in revenue by 2025, and we are again on track there. 40% is assuming there's only 90 million cars produced, but 60% is based on the existing orders in our order book. So 60% is already covered, and then carbon neutrality by 2045. Now the -- I don't know if this is the same, the end of the month rather than the end of the world, there are a number of urgent priorities. Well, inflation is there. We have to address this. We have to compensate for this. We know how to do this because we happen to have a rather good mix in terms of materials, that is steel and plastics mix. But normally, we can achieve sort of an 80% absorption of compensation of inflation. But in periods of lasting inflation, the 80% is not enough. So we are looking at -- to absorb and compensate all forms of inflation on a recurring basis with very small one-off items. Because we do believe that, by and large, we should be in a position to have the recurring savings year-on-year to make up for inflation. Now volumes, well, the war in the Ukraine has been hitting volumes, especially in Europe. You have the Omicron pandemic in China. And then you have, of course, the semiconductors crisis. So now we do have talents, but it is important to be able to attract talent in this fast-growing -- this period of fast growth we're experiencing now and, therefore, generate growth if we have the right people. Regarding volumes, there is some good news. China, starting today, well, as you may know, Shanghai will lift its lockdown at least gradually. We have been -- well, the Chinese authorities have been paying keen attention to manufacturing industry and this industry and foreign direct investment. The Chinese government has decided to allow a RMB 60 billion incentive, bringing 60% of the taxes for the purchase of car that the -- so that's a real incentive for people to buy cars. That will certainly boost the sales if the taxes are down by 60%. I'll just give you a figure that might surprise you, but youth unemployment in China, so kids between the ages of 16 to 24, is 18.2%. So there's a real urgency there. The Chinese government is well aware of this and is taking the necessary steps to stimulate the economy. The 0 COVID policy can work only if drastic measures are taken. I'm concerned that it happened once in Shanghai, and I don't think they can afford to do it one more time. So we'll see how it goes in other parts of China. But it looks as if when they step in early, as was the case in Beijing, the duration of the lockdown is shorter. And in Beijing, they are already considering lifting the lockdown. So that's good news because we're looking at -- well, we're looking at minus 40% to minus 50% of volumes in April and minus 20% in May. And if you look at our books, we are only down to minus 5% in June. So we are recovering, and we certainly hope that these numbers will be confirmed. So that's China. Now the war in the Ukraine, we're looking at the east of the Ukraine, and this means that automotive supplies have resumed business. We're looking at 60% to 70% capacity, that is our operating capacity that is supplying the automotive industry. The remaining 30% found other outlets in other European territories. So at this stage, we are not too concerned about components restrictions. However, on some raw materials, there's a delayed effect, there's a lag effect. And now we have some inventory, but in 6 or 12 months, we might be running out. And looking at the Ukraine, and that is a very personal opinion, but my belief is that the Ukraine crisis is here to last. And it will fester, and we do not see an official ceasefire. We do not see an end or at least a suspension of the conflict with a sort of a relinquishing of territory. It will be a de facto situation where land is taken and fighting gradually dies out. Regarding components, we're looking at some improvement by 2023, and stops and goes -- stop and goes are related to volume. So if volumes improve, well, the stop-and-go situation will improve. But our own position, bargaining position vis-a-vis our customers, we're talking about stop and goes here, the closer we get to a recovery in volumes, the more our position is taken seriously because customer's idea of compensation is a reduction of our installed capacity. Now that threat is not taken seriously. If there's no outlook, no chance of improvement. But when we do have a prospect of better volume, that threat is taken seriously. Regarding the pass-through of inflation, well, there is a lag effect where customers may or may not pass on or pass through the costs of the components to their own customers. But we should be able to see some flexibility there. But it means that we have to be agile, we have to be responsive. The planned economy is a thing of the past. Now we need to have the digital tools that will enable us to work in real time and know what it is we need to do in real time and see what the consequences will be. We have to keep innovating. We need innovation. We need technology. And we also need to improve execution and project management and execution. And our #1 priority is reducing the debt. I mean that is the company's priority and an effective and competitive handling of the growth that is coming to us. Thank you.
Michel de Rosen
executive[Interpreted] Well, thank you, Patrick and Michel, for these 3 presentations. And I believe that directors will agree with me that we have lots of information about the performance as well as the outlook of the company. In the absence of Jean-Bernard Levy, who chairs the Governance and Sustainable Development Committee, it will be for me to give you a brief presentation on governance issues and the achievements in 2021, the expectations for 2022. The slide you have before you shows the recent development in the membership of the Board of Directors with a few key figures. We have a highly diversified Board, a multidisciplinary Board, 13 directors, including 2 representing employees and 5 women. All told, if you leave out employee representatives, women account for 45% of the Board. There are 6 nationalities represented, and 82% of the directors are independent, again, not including staff representatives. Our directors have come from a broad range of backgrounds, and that provides the skills that we need. Recent developments, the committee -- or the Board and its committees met 35 times both because of the HELLA operation and the semiconductor crisis. So recent developments on the bottom-left corner. So membership of the Board, we -- in January 2021, we came down from 15 to 12 members after the resignation of Grégoire Olivier, Olivia Larmaraud and Philippe de Rovira. The stepping down of the 3 directors who had been appointed on -- upon proposal of PSA took part as part of the preparation of the spin-off. And since February 2021, so we came down from 15 to 12, in February, from 12 to 13 members as we go up to the new independent director, Jean-Bernard Levy, who comes with a great experience in running big companies. And he has a keen knowledge of the manufacturing industry and, more specifically, the energy sector. He's head of EDF right now. There were 3 directors whose terms were renewed, I mean, you renewed their terms: Patrick Koller, Penelope Herscher and Valérie Landon. In the fall of last year, our 2 directors representing the staff, Robert Peugeot and Mr. Pioche were reappointed in line with the applicable rules. Judy Curran was co-opted in February 2022 by the Board of Directors after the -- after Linda Hasenfratz stepped down in January 2021. Linda was our colleague from Canada. And I really would like to thank her from the bottom of my heart for her hard work, not just on the Board, but more specifically on the committee -- on the Compensation Committee. And we'll go over the details of the cooptation of Judy Curran. It will be for you to confirm this. So this slide shows you a few pictures of the current Board members. So following this meeting, if all draft resolutions are adopted, the number of directors making up the Board of Directors of your company will be increased to 14 members instead of 13, including 2 directors representing the employees. It will -- then it would then include -- well, excluding directors representing employees, 75% independent directors and 42% women. There are 3 specialized committees that actively support the Board of Directors. We have the Audit Committee chaired by Odile Desforges, who is in charge of financial accounting and risk issues. You have the Compensation Committee chaired by Denis Mercier that deals with the compensation of corporate officers and management and directors also. And you have the Governance, Nominations and Sustainable Development Committee chaired by Jean-Bernard Levy that is in charge of issues relating to governance, the succession of corporate officers and, obviously, sustainable development. So let's talk about the changes to the Board. We have 2 proposals to make to you today. Following the stepping down of Linda Hasenfratz, the Board of Directors, on the recommendation of the Governance, Nominating and Sustainability Committee, decided to nominate Judith Curran as a director to replace Linda Hasenfratz with immediate effect. This cooptation is for the remainder of her predecessor's term of office, i.e., until the end of the Annual General Meeting called to approve the financial statements, say, for the year ending December 31, 2023. So Judith Curran lives in Detroit. It was complicated for her to travel to Nanterre today. So she has prepared a short video, and I'm going to let you watch that video.
Judith Curran
executiveI am very honored to have been co-opted by the Board of Directors of Faurecia last February and to be presented to you today to be confirmed as an independent Board member. I am unfortunately not able to be physically present with you today, but be sure that I'm following our meeting digitally. Allow me to introduce myself. I am an American citizen born in Germany in 1961. I hold a Bachelor of Science in Electrical Engineering and Computer Software and a Master of Science in Electrical Engineering from the University of Michigan. I spent a very large part of my career, more than 30 years, with the Ford Motor Company in different positions, notably as a Vehicle Line Director and the Technology Strategy Director. Today, I am the Head of Automotive Strategy at ANSYS, a U.S.-listed company on NASDAQ that develops in markets engineering simulation software for various industries. As such, I am in charge of the go-to-market plans and the development of new simulation workflows aligned with the latest automotive trends such as electrification, assisted driving and autonomy. If you elect me to the Board of Faurecia, I will bring my expertise of the automotive industry as well as new technology and software. I am fully conscious of the duties and responsibilities of a Board member as I am already an independent Board member of another listed company. This past year was a historic year for your company with the successful spin-off from Faurecia's historical shareholder, PSA Stellantis, followed by the strategic and transformative acquisition of HELLA. I am confident that your company, our company, is very well placed to be one of the key global automotive leaders of tomorrow. And I am very excited to be part of the new adventure of FORVIA and to contribute to the success of our company if you approve my appointment as a Board member. Thank you very much for your trust.
Michel de Rosen
executive[Interpreted] So for those of you who are not used to her accent, she is from the Midwest in the U.S. So I'd like now to comment the sixth resolution that is regarding the proposal to appoint Dr. Jürgen Behrend as a non-independent director. As part of the acquisition of HELLA, Faurecia made a commitment to have the Hueck and Roepke Family pool represented on the company's Board of Directors. In accordance with the acquisition documents, the Hueck and Roepke Family pool will be represented on the Board of Directors, which will demonstrate the family's strong commitment to the strategy and prospects of the new combined group. In this context, the Nominations Committee and the Board of Directors have examined the candidacy of Dr. Jürgen Behrend, Former Managing Director of HELLA, submitted by the Hueck and Roepke Family pool. After having examined his candidacy, the Board of Directors, on the proposal of the Governance, Appointments and Sustainability Committee, decided to propose to you the appointment of Dr. Jürgen Behrend as a non-independent director for a term of 4 years. The presence of the group's largest shareholder would allow the Board of Directors to include the representatives of 2 large families that have a recognized industrial history in Europe. So Jürgen Behrend on the one hand and Robert Peugeot on the other hand. Jürgen, if you would like to say a few words to our shareholders, it's time to do so to introduce yourself.
Jürgen Behrend
executive[Interpreted] Thank you, Michel. Ladies and gentlemen, dear shareholders, well, Patrick, Michel, Michel, I apologize, I will not be speaking in French to you today. It's too difficult for me. I need to practice a bit more. But I would like to please accept my goodwill, and I really want to show respect to your company. And I will now switch to English. For myself, I would like to say that it is a great pleasure for me. First, I feel very honored that I have been proposed to become a member of your Board. Should you elect me, I hope I can contribute a little to this great process of integration of the 2 enterprise, Faurecia, HELLA. Now then if I understood correctly, you are very much now driving that we all get used to the new entity FORVIA with the 2 entities, Faurecia and HELLA. I think that is a great idea. It shows we have become a network, a cooperation network. And that is a tradition and has been the tradition of our company, HELLA, for a long time when I became successor of my late father, Lord Dr. Arnold Hueck, in 1987 as Managing General Partner. And after only a few years, I remained as the sole Managing General Partner of the family, being responsible for our company. There were a few but very clear and very demanding guidelines for me, in a way, also a mission by my late father-in-law. The first, what he told me when he introduced me to his family as a successor, as Managing General Partner, he told me, well, Jürgen, look, you have to keep in mind, now your generation is taking the responsibility for our company. Make sure that you keep the company intact, that you are in a position to hand over the company to the next generation, whenever that will be. And make sure that, either the company itself as an independent family-owned company or should our family have to decide that it goes into a new haven, make sure that the company is in a position that it is attractive for the new haven, for the new partner, for the new strategic partner. And 2 things. To continue the tradition, HELLA always has seen itself as a company which has to become more and more international. The globalization, as we have it today, started, I think, when we were together at HELLA, Patrick, more than 30 years ago. Today, I think HELLA is, of course, by far, not the size of Faurecia, but it is a global network in its activities, lighting, electronics and spare parts and special parts. What has been absolutely of paramount importance to this strategy was the understanding, the deep respect for the people who were working for HELLA, who were HELLA, the management, the employees, wherever they were in the world. So to put it in only one phrase, entrepreneurial responsibility of each of us in HELLA, be it in the management, be it on the shop floor, be it in the expert ranges, wherever it was, entrepreneurial responsibility has to be the strategic guideline for the organizational structure of the company as well as for the processes the company is running. And this message, I think, was very important for the people of HELLA until today. And this message also was a very strong basis when we, as a family, had to decide, I think it's going back now 3 years or so, that I had to open the discussion with my family what will be the future of HELLA. It was clear, the next-generation will not be able to present a new candidate for my successor for obvious reasons. And we thought the responsibility for the company requires that the company will have also, in the years to come, first, this safe haven and the strategic partner who can add and who can further develop the capabilities of HELLA and to make sure that HELLA's success can be continued. And Patrick, you gave me the key word when you said, well, perhaps Faurecia is a company driven very much by the word, by communication, not so much by written words, by charts. I agree with you, I think it is a strength. And I see when I see my former colleagues from HELLA, and now you see Christopher Mokwa, you will know it was an issue in our company because whenever it really became important, whenever we really had to make the decisive discussions for our company, it was by communication we were talking to each other. Charts were important, yes, fine, everything, but the communication. And here are another 3 key words I inherited by my late father-in-law: listen, give, defend. What does that mean? Listen means exactly this kind of communication. Listen to others, only so you are in a position to learn from each other. And each of us who are -- we are all here together, we have to learn from each other, we have to learn from the people at the shop floor, we have to learn from the experts and we have to learn from our customers. We are a learning organization. I think the same applies for Faurecia and it certainly does for HELLA. We are learning organizations. That means we have to listen to each other all the time and really use listening as a basis for communication and coming to the right decisions. The next key word was give. What does give mean? Patrick, you also mentioned it, so here it is. Give means give by letting others give. So make sure that as many people as possible in their positions in the company can contribute, can take all the responsibility, get -- will be empowered to take this responsibility and to make the best use possible of this responsibility. That means giving by letting others give. And the third is defend. Defend, make sure, especially when you are in the overall leadership responsibility for a company, but also throughout the ranks, down until the shop floor, make sure that you have the transparency, that you have plans, that you have a clear strategy and that you can make all the time sure whether you are still on your way or whether you are not. And if not, make sure that you talk to each other again and that you make sure what are the causes why we are not on our path anymore. So this means defend and also be consequent. When you see yourself or other people have difficulties in their task, help them, support them, perhaps find a new chance for them. Make sure that you always have the right people in the right place. So I hope in a very short words, this is what in the end was for us the guideline when we were looking for a strategic partner. We wanted to find a strategic partner who has the same ideas. And knowing Patrick for more than 30 years now, also then the discussions we had, the opportunity to compare with other interested parties, I'm very happy that in the end, these 2 great companies, Faurecia and HELLA, came together and that today, Nolwenn, again, today, all of us are FORVIA. All of us, the 6 business divisions, are FORVIA. Together, we have the unique chance to be such an important partner for our customers, to listen to our customers, to give to our customers and to make sure that both sides, customers as well as we as suppliers, that we are fair to each other. And that means we have to offer and we have to defend to make sure that all interests are really taken care of. So again, I think speaking of this new company, FORVIA, with Faurecia and HELLA, it is a great honor for me. And if you elect me, I will be only too happy, wherever I can, but that's according to you, wherever I can to contribute a little bit. I wish all the best to our company, FORVIA. And we should not be afraid of what is around us now. There is a word of the great American President, Franklin Delano Roosevelt: we have nothing to fear but fear itself. And I think that applies now. So all the best to our company. All the best to all of us, our [ actioneers ], our shareholders, the management and all the employees of FORVIA worldwide. Thank you very much.
Michel de Rosen
executiveThank you, Jürgen. You didn't speak a lot about yourself, but in fact, you said a lot about yourself. [Interpreted] I will now hand over the floor to Denis Mercier who will present the information on the Compensation Committee that he chairs.
Denis Mercier
executive[Interpreted] Thank you, Michel. Ladies and gentlemen, on the topic of compensation, we have 5 resolutions for you today. Two resolutions concern the compensation of the Chairman of the Board of Directors. An ex-post resolution concerning the compensation paid to Michel de Rosen for fiscal year 2021. This compensation amounts to EUR 310,000, stable compared to previous years. An ex-ante resolution on the compensation policy for the Chairman of the Board of Directors. As stated, the fixed annual remuneration is the sole element of compensation for the Chairman of the Board of Directors. This fixed compensation has remained unchanged since 2017, with the exception of 2020 when it was reduced due to the COVID-19 crisis, upon his request. The Chairman does not receive any other compensation, whether variable or exceptional, or any indemnities related to the starting or termination of his duties, nor does he receive any compensation for his duties as a director. We are also presenting a resolution regarding the approval of the directors' compensation policy. Directors have received for 2021, EUR 865,000 out of total of EUR 900,000. This is higher than last year due to the significant increase, as was said, in the number of meetings of the Board of Directors, in particular because of the HELLA acquisition process and the semiconductor crisis experienced by the group. So we've been very busy throughout the summer. The compensation policy for directors remains unchanged compared with last year. With regard to the Chief Executive Officer, we have 2 resolutions that specifically concern his compensation. There is an ex-post resolution regarding the compensation paid to Patrick Koller as Chief Executive Officer for the year 2021. And there is an ex-ante resolution on the compensation policy for the Chief Executive Officer for 2022. As indicated, 2021 was, for the automotive industry, marked by a deep crisis due to the semiconductor shortage. This crisis has impacted the group and its financial results and, consequently, the compensation of this year, which is very largely based on performance. The compensation paid to Patrick Koller in 2021 is mainly composed of the following: a fixed remuneration of EUR 1 million; an annual variable short-term compensation of EUR 300,000. This is the second year in the row that this compensation is very low. It was EUR 270,000 in 2020, but EUR 1,302,480 in 2019. There's also a long-term variable remuneration in the form of performance shares. The plan that came into effect this year, based on the 2020 results, did not result in the granting of any shares. The plan that will come into effect next year, based on this year's results, will result in granting of only 11% of the shares provided for under the plan. As you can see, this has been a tough year, and the compensation of the Chief Executive Officer reflects this situation. Our Board of Directors has decided not to change the rules of the game and to keep his compensation in line with the group's situation and context. We are proposing to amend the CEO's compensation policy in 2022 regarding 2 aspects of the total compensation. To take into account the significant change in the group's scope due to the acquisition of HELLA and the resulting increase in the responsibilities that now come to the Chief Executive Officer, the Board of Directors proposes to increase the fixed annual compensation of the CEO by 10% in 2022. This will bring this fixed remuneration to the median of companies of comparable size. With regard to short-term variable compensation, we propose to introduce a new quantifiable criterion linked to the reduction of CO2 emissions measured as in terms of CO2 per million euros of revenue, and this is what was presented to you earlier on. So this criteria has been added to the annual variable compensation of all group employees that are eligible to this, in other words, 4,800 people. This allows us to align our entire organization with the achievements of our ambitious road map and our objective to become carbon neutral. We also propose to modify the nature of the other quantifiable criteria so that they reflect the group's current priorities, the debt reduction trajectory with a criterion of net debt-to-EBITDA and the realization of synergies from the combination with HELLA. Finally, and as a consequence of these changes and the introduction of an ESG criterion, we propose the following weighting: 50% linked to quantifiable criteria, net debt-to-EBITDA and synergies; 15% linked to the CO2 reduction criterion; and 25% of individual qualitative criteria for which our Board has set out very clear assessment parameters. The long-term variable compensation has not been modified. It includes an ESG criterion linked to gender diversity within the group's management team, in line with the strategic priority for the group. So this concludes today's section on compensation. I thank you and hand over the floor to our Chairman.
Michel de Rosen
executive[Interpreted] Thank you, Denis. This was very clear and very useful also. We'll now ask Guillaume Brunet-Moret from Ernst & Young, on behalf of the statutory auditors, to present the reports prepared for this meeting. If you're able to be clear and concise, I'm sure that everyone will be thankful for this.
Guillaume Brunet-Moret
attendee[Interpreted] Thank you. I will do my best. Ladies and gentlemen, dear shareholders, good afternoon. On behalf of the Board of Statutory Auditors, myself and Ernst & Young, I hereby present to you the reports we have prepared for you in respect of the financial year 2021. We have issued 8 reports for the general meeting, and I will not read them out to you in extenso. All of those reports have been made available to you by the company. The first 3 also included in the Universal Registration Document 2021. Our work was regularly presented to your management, to the Audit Committee and to the Board of Directors. It was conducted and coordinated by your Board of Statutory Auditors in all significant entities of the group, both in France and abroad. I will present the report in the order in which they appear in the resolution. So first, regarding the report on the annual statement, so on Page 172 of the Universal Registration Document, the key point of the audit related to the valuation of the equity securities, and we certify without qualification the financial statements of the parent company of the group. Regarding the consolidated financial statements of the group presented on Page 137 of the URD, our approach took into account the specificities of your group, in particular the pandemic with regards to development cost, the assessment of COVID, amount of goodwill, the recognition of assessment, of the [ recruitment ] of development cost, recognition of recoverability of deferred tax assets. For each of these key points, so we performed the procedures we considered necessary, and we have made sure that the notes would provide adequate information. So we certify without qualification the consolidated financial statements of the group that are presented to you. For both reports on the annual and consolidated financial statements, we have also verified that they are presented in accordance with the electronic format as defined by the European Delegated Regulation 2019/815 of December 17, 2018. Concerning our report on related parties agreements presented on Page 301 of the URD, we have not been advised of any agreements authorized and entered into during the past fiscal year that are subject to approval by the shareholders' meeting or of any agreement previously approved by the shareholders' meeting in which the execution of which has continued during the past fiscal year. So that was for the ordinary part of your General Meeting. Now for the extraordinary part of your meeting, we have issued reports on the following resolutions: Resolutions 14 to 18 relating to the proposed delegation to the Board of Directors of various issues of shares and all securities with the maintenance or cancellation of preferential subscription rights; Resolution 20, concerning the authorization to grant for free existing shares and all shares to be issued; Resolution 21 relating to the issue of ordinary shares and/or securities of the company reserved for members of a company savings plan; Resolution 22 relating to the issue of shares and other equity securities, giving access to the company's capital with removal of preferential subscription rights in favor of a category of beneficiaries; and finally, Resolution 23 concerning the reduction of the share capital. So those are 5 different reports. We have no observation to make concerning these operations, which are in compliance with the conditions laid down by the French Code of Commerce. Thus, ladies and gentlemen, this was a very concise summary of our reports issued for the year 2021. And I thank you for your attention.
Michel de Rosen
executive[Interpreted] Thank you. So the difference between a novel and the report from the statutory auditors is that we are happy when they are under observation. So thank you for this very clear report. We'll go now to move on to the Q&A session. We haven't received any written questions, Nolwenn. So if you want to ask a question, I will ask you to wait until you have the mic. And I will ask you to introduce yourself also so that everyone knows who you are.
Michel de Rosen
executive[Interpreted] There seems to be a question over here.
Unknown Attendee
attendee[Interpreted] I'm [ Joe Jetran ], and I'm the shareholder who speaks to CEOs. I have 3 questions. The first question has to do with PSA. We were given some Faurecia shares. Are you able to set the price? And the second question. As you work together with Microsoft, ENGIE and Schneider, and I also believe that you have acquired a few start-up companies, so could you say a few words to that regard? And also, third question, regarding China. Because COVID-19 has not totally disappeared yet, so I would like to know, if there were to be another lockdown, if Faurecia would be endangered.
Michel de Rosen
executive[Interpreted] Well, thank you very much for those very diverse questions. Patrick, I believe you can answer question number two and question number three. And regarding question number one, I will ask Michel to answer it.
Michel Favre
executive[Interpreted] So there was no link with Stellantis anymore. Well, it's one of our main customers. I think it's our #2 customer after Volkswagen, so it's a very important partner. So just like any company, we are free. Obviously, if you vote, the closest -- there are several resolutions that need to be adopted. So we are waiting for your approval and waiting to see whether you're going to approve those resolutions.
Patrick Koller
executive[Interpreted] Now to answer question number two, especially with regards to sustainable development, we have to work within an ecosystem. This is the reason why we are working together with some partners. A company alone cannot have all the skills and competencies that are needed in order to achieve energy savings, to invest in renewable energies or specific materials, amongst other things. So we work together with partners, obviously. We try to have a small number of partners in order to be as efficient as possible and to be quite intimate. Well, as for China and another possible lockdown, I cannot answer this. I cannot foresee what is going to happen in China. But what I know is that the 0 COVID policy doesn't prevent COVID from existing. And we might have further lockdowns in other regions in the months to come. I believe this is going to last at least until October. And when we have the Communist Party convention, we'll see whether any new decisions are made. What I can tell you is that we have been mapping our activities, our plants and our customer deliveries, but also our supplies from Chinese suppliers in order to make sure that we haven't got all our eggs in the same basket, so to speak. We want to make sure that we have a good geographical distribution in order not to be exposed to any unnecessary risk in case of any lockdown.
Michel de Rosen
executive[Interpreted] Thank you, Patrick. Next question. So the gentleman here wants to ask a question.
Unknown Attendee
attendee[Interpreted] Thank you, Mr. Chair. [ Jacques ], an individual shareholder. I would like to make a comment first, and there's no need to answer this. I'm a bit surprised by the fact that times are being difficult, and you're asking shareholders to increase the CEO's remuneration by 10%. And in all the companies for which I've worked, I had a strong belief that top executives should really lead by example. And you could compare your company with other companies. And you're comparing yourself with other companies in the median range, but I do not believe that this is something that we should increase the compensation. Now I would like to talk about the crisis regarding the electronic component -- with the shortage in electronic components. So -- and this hasn't been mentioned by our CEO. So don't you think that we should probably also think in terms of our production, our supply chain, our organization and our management? So I would like to know what FORVIA or Faurecia intends to do in order to protect our group against such uncertainties. So the answer could be that electronic components are not at the heart of our business, but we have a portfolio with 14,000 patents, and I assume that 2 or 3 of those patents could lead us to come up with new ideas, industrial ideas or operational ideas in order to protect the group's -- the group against such uncertainties and risks.
Michel de Rosen
executive[Interpreted] Well, thank you very much. So you only asked one question, but you actually mentioned 2 issues. And I will comment the first topic. You referred to the compensation package of the Chief Executive Officer. Let me just say this about that. This initiative, which you criticize, you find this is not consistent with this -- the idea of exemplarity. That initiative is that of the Board of Directors and, indeed, the Compensation Committee. And unanimously, not just the Compensation Committee, but the Board of Directors, felt that the new company, FORVIA, that is the merger of Faurecia and HELLA, is so much more complex, so much more time consuming, there are so many more things to do. That company is quite different from the -- its predecessor, Faurecia, that it didn't seem at all hard to increase the compensation of the CEO. But that did not come from the CEO himself, that was not a request from the CEO himself. We felt that he was running a certainly much bigger and more complex company. Regarding the second question, I believe that I've never seen, in my longest career, I have never seen a CEO so setting such an example at the service of the company. Sometimes I'm even worried when I see how deeply involved or hardworking he is, how Patrick Koller is concerned not just about the short term, the medium term and the long term, he really has set an example. He really has been exemplary in the running of the company. And when it comes to exemplarity, I believe that Patrick Koller really is a case in point. And if you believe that the Board of Directors took a mistaken decision, respectfully, I will beg to disagree. Now the second question indeed, why was it the CFO, rather than the CEO, addressing the issue of semiconductors? Well, the CEO addressed a number of issues in his presentation. He shared with you his vision of the future of the company. But he is an exceptional industrialist. I mean he understand finances. But he will answer your question.
Patrick Koller
executive[Interpreted] Well, I do believe that I had mentioned semiconductors. And I said that I didn't think the situation would improve before the end of 2023. But the real question is, what can we do about it? Well, to start off, we are now considering alternatives. And for each of the products that we make, we look at alternatives precisely to have various possible sourcings. The automotive industry, well, we only represent a few percentage points over the consumption of semiconductors consumed worldwide. So we have very little leverage on the semiconductor industry. That's one thing. Another thing is that we're using semiconductors, I mean, whose size is anywhere between 50 and 200 nanometers in the best of cases. And so these are not the main concerns of semiconductor manufacturers. And semiconductor is going to be very different. You're looking at memory cards, smart cards and such like. So rest assured, we are very much concerned more so probably than we did a few years back. We are very concerned about the sources of semiconductors. We are concerned about alternative sourcing, what they are and how to secure supplies. And I can also tell you that we have a direct relation, not just Faurecia, but HELLA as well, it's in direct contact with semiconductor manufacturers. In other words, we do not go through wholesalers as it were, as was the case in this industry. Now we have direct contact with decision-makers precisely to secure the supply. Let me also point out that this company has not lost -- has not caused any loss in production. Not a single car came short in production in the customers because of that. There were a few delays, but we were able to catch up. And so we were able to equip 100% of those vehicles that were delivered late.
Michel de Rosen
executive[Interpreted] Thank you, Patrick. And the next question here.
Unknown Attendee
attendee[Interpreted] I'm an engineer, and I have a couple of questions, if I may. First, I would tend to agree with my colleague here because this is an important issue and the things should be made clear to shareholders. You said that efforts were being made. I think they are very commendable efforts on the part of HELLA in terms of innovation and indeed the entire work that was done by the CEO. I can only -- that can be recognized. But the -- well, compensation or at least the reward should come after the effort, not before. So you said the 10% on the fixed part of the compensation package, but what about the bonus, the variable part? We haven't seen the detail of that, and we'd like to see the lower and the higher end of that variable part of the compensation package so we can have an idea of what it will be. That's one thing. And then the other thing is the position of Faurecia vis-a-vis -- FORVIA vis-a-vis its competitors. You have Valeo, of course, with another -- there are other competitors. We would like to see how we compare in terms of innovation, electric cars, artificial intelligence, that sort of thing. How do we compare with the competitors? And how do we -- how does the future look compared to the competitors?
Michel de Rosen
executive[Interpreted] Well, thank you, sir. So if I may, I'll comment on the first part of your question, and Patrick will address the second part. Since you are again raising this issue of the CEO's compensation package, let me make a few comments, just a few facts and figures. At end 2019, Renault almost kidnapped our CEO who was the frontrunner or amongst the 2 frontrunners. You may remember that Renault was looking for a new CEO. Fortunately, it did not happen. We were able to keep Patrick Koller as the CEO of Faurecia. So that was the situation in December 2019 or January 2020. But we, at the Compensation Committee and with the Board of Directors, we looked at our contract with Patrick Koller, and we found that this contract had 2 weaknesses in it. Number one, there were no notice clause, in other words, the CEO could walk out overnight. And there were no -- there was no non-compete clause either, which means that the CEO not only could walk out, but also go work for a competitor. Having discussed this with Patrick, the Board of Directors and the Compensation Committee decided that we should add a 6-month notice clause and add a non-compete clause, listing, of course, the most problematic competitors. And at the same time, we decided to increase his compensation package for EUR 900,000 to EUR 1 million. That was, of course, less than the Valeo and the number of European automotive suppliers. We made that decision and shortly thereafter, the COVID crisis happened. And in that context, the CEO told the Board of Directors about all the following. The decisions you have made on the notice clause and non-compete clause, I suggest that this should be confirmed. But I suggest that my pay rise should be postponed by 1 year. Instead of it taking effect this year, it should take effect the following year to show solidarity precisely. And in 2020, he actually wanted, it is for a few months, that his pay package should actually be reduced, again to be in line with the company as a whole. Well, the Board felt that this was a noble and generous proposal and, of course, accepted. So that's one fact that I bring to your attention in case you should not known. And so the whole pay rise was postponed by 1 year. And now in the context of the COVID crisis and the situation in 2021, you may remember, in 2020 and 2021, the variable part of the compensation package was battered, and we gave a few figures, but Denis Mercier only referred to 2021 and 2022. But if you add 2020, he didn't say much about 2020, but in 2020, the short-term variable part of the compensation package was EUR 270,000 and EUR 300,000, respectively. Whereas in 2019, which had been a good year, it was EUR 1.3 million. So we're looking at a 4/5 -- the 4/5 cut in the variable, in the bonus. But in many companies, [ Gerald ], this didn't happen that way. Because looking at the performance criteria, things were tweaked in such a way that the bonuses of CEOs were better protected, were better shielded against adverse circumstances. And Patrick Koller said, this is the formula, I don't want to change the rules. If the criteria is such that my compensation package takes a cut, well, so be it. And so the Board provided no compensation for these negative effects on the short-term variable part of the package. That's the short term. But on the longer term, likewise, precisely because the COVID crisis plus the semiconductor crisis, both in 2020 and 2021, the long-term compensation over these 2 years was almost nil, was almost 0. I'm not saying this because -- to make you cry or for me to hand a tissue, but to tell you that at Faurecia, the compensation package is basically, well, based on performance. And we don't tweak the formula when the formula doesn't arrive at the desired results. So again, rest assured, in all, compared to other companies, at Faurecia, the CEO and members of the Comex, other executives, find that their compensation package is very much dependent on the performance of the company and, indeed, the value created for the company and for the company's shareholders. That's what I had to say about that topic. You say that what counts is the result. And of course, for the future, there will be a variable short-term part of his compensation. He has many shares. If the company delivers in 2021, 2022, '23, '24, that will be reflected in his variable part of his bonus and a variable part of his compensation and, indeed, in the value of the shares of the company that he holds. And so this is -- I think this is a virtuous way of organizing things. That's what I had to say. Regarding the -- and on details about there -- I'm speaking here under the supervision of Denis Mercier and Jean-Pierre Sounillac, who is a HR man, the variable part of the compensation package can be a 0, and the maximum is 180% of the fixed. And it did happen in the past that Patrick Koller, just as his predecessor, Yann Delabrière, came close to the maximum. The last 2 years, they were much closer to the lower end than to the higher end of that package.
Patrick Koller
executive[Interpreted] Regarding FORVIA's position, competitive position, it's a bit difficult because we'd have to go business group by business group and business line by business line. So let me try and give you a more global approach, looking at the order intake, the order book. I told you that this year, our purpose is to arrive at EUR 30 billion. Faurecia alone, over the past 3 years, accumulated -- arrived at EUR 75 billion in orders. So if you want, I mean EUR 30 billion, it means that for a 3-year cycle, because there are always uncertainties as to order intakes, we would be looking close to EUR 100 billion if we go on that basis. But right now, we're being selective. This is a luxury that is we are -- we have the luxury, we are in a position where we can pick and choose within limits. But we can pick and choose people and companies we want to work with and areas where we are willing to spend, to engage capital expenditure. And that is a competitive advantage because vis-a-vis our competitors, we are in a position to provide differentiating solutions and recognize -- I mean, seen as such compared to the competition. I can -- that's one thing I can tell you. And we also use the hot water, cold water jargon in-house. Our order book is full of hot water, meaning that the backlog has an average profitability higher than the average profitability of our present businesses. In other words, selectivity works. So we're being selective. We pick the most profitable businesses. And so this is a pragmatic way of positioning ourselves vis-a-vis competition.
Michel de Rosen
executive[Interpreted] Thank you, Patrick. I see another question from the back of the room. Yes, ma'am, you have the floor.
Unknown Attendee
attendee[Interpreted] I have a question regarding the Russian market. You talked -- you mentioned China, but what about Russia with Renault pulling out of Russia and other carmakers?
Michel de Rosen
executive[Interpreted] Thank you, ma'am. Patrick?
Patrick Koller
executive[Interpreted] Well, just about all of our businesses in Russia was to provide supplies to Renault, Renault Group, Renault-Nissan and AvtoVAZ. And other than that, we're very small in Russia. And Russia accounts for about 1% of our revenue, so we're not looking at a lot. Having said that, regarding AvtoVAZ and Togliatti where we have a presence, we have about 1,000 people working there. We were awaiting Renault's decision. Now Renault has made that decision. And so therefore, we have to make the corresponding adjustments. AvtoVAZ in itself should not be more than 12% of what we had before. So it means we have to make adjustments there. And we have to see how we handle medium-term prospects. But we also need to protect our own people because, of course, well, they find themselves in a complicated position. They don't want to lose their jobs either. But another point is that the local content for our business in Russia is about 40%. In other words, 60% of our components, of our systems are imported. And some of them -- for some of them, there are restrictions, there are embargoes, there are sanctions imposed by international sanctions. And so therefore, as we speak, in fact, there will be a meeting tonight to look at this. We have to see what we can do in the short term because of these components that have to be exported to Russia.
Michel de Rosen
executive[Interpreted] Thank you. Are there further questions? I do not see any, left or right. What about right in the center? In the back of the room again.
Unknown Attendee
attendee[Interpreted] Sir, the innovation that you mentioned, they seem to be intended for passenger cars, but are there innovations for trucks?
Michel de Rosen
executive[Interpreted] Would you tell us who you are first, sir? Hello?
Unknown Attendee
attendee[Interpreted] I'm [ Pierre Jufre ], I'm an individual shareholder.
Michel de Rosen
executive[Interpreted] Thank you, sir. Patrick, so your question, you asked me whether we have innovations that would be for LCVs compared to passenger cars. Is that -- was that your question?
Unknown Attendee
attendee[Interpreted] Yes, indeed.
Patrick Koller
executive[Interpreted] So well, as part of HELLA, there is one business line, which I did mention, entitled special OE, where we have products that have been developed specifically for the farming world and indeed the construction industry, so for road-making, civil engineering, that sort of thing. So agriculture, civil engineering and mining, and then you have special vehicles newness as emergency or priority vehicles that have special lighting and such like. Anyway, that universe is rather small in size. And we find it difficult to invest large sums of money because that kind of capital expenditure does not generate much return on investment.
Michel de Rosen
executive[Interpreted] Thank you, sir. Thank you, Patrick. Now I believe there are no further questions -- oh, yes, yes, there is. Sir?
Unknown Attendee
attendee[Interpreted] Yes, a final question. I'm pushing 74. And I would like to know, we have new electric cars. Am I safe driving an electric car?
Michel de Rosen
executive[Interpreted] Patrick, what would you say? That will be the last question, by the way.
Patrick Koller
executive[Interpreted] Well, that will be a question you will have to ask the carmaker who sold you the car. But what I can tell you is that, of course, you're safe. All the specs, all the tests, all the safety tests conducted not just by suppliers, i.e., ourselves, but also the carmakers, those who assemble the cars before they roll them out, ensure that the cars are safe. And if you look at a car, well, safety and reliability is being proven day after day. Well, you may be 74, but compared to the gentleman who is 96, you're just a kid, if I may say so.
Michel de Rosen
executive[Interpreted] Right then, look, I think we've had enough questions as it is. We can leave it at that. And I suggest we move on to the resolutions, and it will be Nolwenn Delaunay who will be conducting that part -- that final part of the proceedings.
Nolwenn Delaunay
executive[Interpreted] Thank you, Michel. Ladies and gentlemen, dear shareholders, let's look at the final numbers. The shareholders present who represented or having voted by correspondence represent 97,691,615 shares with voting rights, i.e., 64.48% of the share capital. Let me remind you of the voting procedures. Ordinary resolutions require a simple majority of the votes, so 48,145,808 votes. Votes -- extraordinary resolutions need 2/3 of the vote of the shareholders or 65,127,647 votes. So please take your voting box remote control. What you need is a little smart card that -- there are 3 buttons to press. If you want to vote in favor of resolution, you press key #1; against, #2; and abstention, do press key #3. Let me go through the resolutions. I will not read them out. They were published in full in the convening brochure. So I'll go -- I'll give a brief presentation starting with the resolutions for the ordinary general meeting. First resolution today is the approval of the 2021 financial statements, which shows a profit of upwards of EUR 212 million. Please vote now. [Voting]
Nolwenn Delaunay
executive[Interpreted] the vote is now closed, and the resolution is adopted. Second resolution, that concerns the approval of the consolidated financial statements for 2021. The vote is open. [Voting]
Nolwenn Delaunay
executive[Interpreted] The vote is closed, and the resolution is adopted. Third resolution, with regards to the appropriation of the income for the year. Vote is open. [Voting]
Nolwenn Delaunay
executive[Interpreted] the vote is closed. The resolution is adopted. Fourth resolution, the absence of regulated agreements in 2021 -- of related parties agreements. Vote is open. [Voting]
Nolwenn Delaunay
executive[Interpreted] The vote is closed, and the resolution is adopted. The next 2 resolutions have to do with governance. Resolution #5 concerns the ratification of the co-optation of Judith Curran as a Director at the Board of Directors. The vote is open. [Voting]
Nolwenn Delaunay
executive[Interpreted] The vote is closed, and the resolution is adopted. Sixth resolution concerns the appointment of Jurgen Behrend as a Director. The vote is open. [Voting]
Nolwenn Delaunay
executive[Interpreted] The vote is now closed, and the resolution is adopted. The following resolution, still with compensation issues, seventh resolution regarding the approval of the remuneration of corporate officers. The vote is open. [Voting]
Nolwenn Delaunay
executive[Interpreted] The vote is closed, and the resolution is adopted. Eighth resolution relates to the ex post vote on the 2021 compensation of the Chairman of the Board. The vote is open. [Voting]
Nolwenn Delaunay
executive[Interpreted] The vote is closed, and the resolution is adopted. The ninth resolution relates to the ex post vote on the 2021 compensation of the CEO. The vote is open. [Voting]
Nolwenn Delaunay
executive[Interpreted] The vote is closed, and the resolution is adopted. 10th resolution regarding the remuneration policy for directors in 2022. The vote is open. [Voting]
Nolwenn Delaunay
executive[Interpreted] The vote is closed, and the resolution is adopted. 11th resolution, that concerns the compensation policy for the Chairman of the Board in 2022. The vote is now open. [Voting]
Nolwenn Delaunay
executive[Interpreted] The vote is now closed. The resolution is adopted. 12th resolution, that concerns the remuneration policy for the Chief Executive Officer in 2022. The vote is open. [Voting]
Nolwenn Delaunay
executive[Interpreted] The vote is closed, and the resolution is adopted. 13th resolution allows the Board of Directors to buy back shares of the company, and the vote is open. [Voting]
Nolwenn Delaunay
executive[Interpreted] The vote is closed, and the resolution is adopted. Now we're going to talk about the resolutions that are part of the extraordinary part of the meeting. The first resolution allows the Board to issue shares or securities, giving access with maintenance of the preferential subscription rights. The vote is open. [Voting]
Nolwenn Delaunay
executive[Interpreted] The vote is closed, and the resolution is adopted. The 15th resolution authorizes the Board of Directors to issue shares and/or securities, giving immediate or future access to the capital of the company, et cetera, and the vote is open. [Voting]
Nolwenn Delaunay
executive[Interpreted] The vote is closed. The resolution is adopted. 16th resolution, that authorizes the Board of Directors to increase the share capital or to issue securities with dilution of the subscription rights to limited circle of investors. The vote is open. [Voting]
Nolwenn Delaunay
executive[Interpreted] the vote is closed, and the resolution is adopted. 17th resolution allows the Board subject to conditions to increase the amount of the issues provided for the 3 previous resolutions. The vote is open. [Voting]
Nolwenn Delaunay
executive[Interpreted] The vote is closed, and the resolution is adopted. 18th resolution authorizes the Board of Directors to increase the share capital or to issue shares or securities in order to compensate contributions in kind granted to the company, and the vote is open. [Voting]
Nolwenn Delaunay
executive[Interpreted] The vote is closed, and the resolution is adopted. The 19th resolution allows the Board of Directors to increase the company's capital by incorporating reserves, profits, bonuses or other amounts, so whose capitalization would be allowed. And the vote is open. [Voting]
Nolwenn Delaunay
executive[Interpreted] The vote is closed, and the resolution is adopted. The 20th resolution allows the Board of Directors to grant existing or new shares free of charge to employees and/or certain corporate officers. The vote is open. [Voting]
Nolwenn Delaunay
executive[Interpreted] The vote is closed, and the resolution is adopted. 21st resolution, it allows the Board of Directors to increase the share capital by issuing shares or giving access to capital to the benefit of members of a company or group savings plan, and the vote is open. [Voting]
Nolwenn Delaunay
executive[Interpreted] The vote is closed. The resolution is adopted. 22nd resolution, it allows the Board of Directors to carry out capital increases for a specific category of beneficiaries. The vote is open. [Voting]
Nolwenn Delaunay
executive[Interpreted] The vote is closed, and the resolution is adopted. The 23rd resolution allows the Board of Directors to reduce the capital by canceling shares. The vote is open. [Voting]
Nolwenn Delaunay
executive[Interpreted] The vote is closed, and the resolution is adopted. We are going to move to a resolution to amend the bylaws, concerns the amendment of the bylaws in order to be in line with the law regarding the powers of the Board of Directors, and the vote is open. [Voting]
Nolwenn Delaunay
executive[Interpreted] The vote is closed, and the resolution is adopted. The last resolution, that is of the competency of the ordinary general meeting, and those are the powers granted in order to carry out the formalities of the current general meeting. And the vote is open. [Voting]
Nolwenn Delaunay
executive[Interpreted] The vote is closed, and the resolution is adopted. So all resolutions have been adopted. I would like to thank you, and I will hand over the floor to our Chair for his concluding remarks.
Michel de Rosen
executive[Interpreted] Thank you, Nolwenn. First, I'd like to thank the shareholders for having taken part in the voting procedure because obviously, those votes are essential for our company. I would like to thank the shareholders who attended this meeting in person but also those who are attending online. I also would like to thank Michel Favre because this will be Michel Favre's last general meeting as the CFO of Faurecia. Michel has been our CFO since 2013. Previously, he was the CFO of other major French companies. He's a CFO -- a pillar in the world of CFOs. As you know, Michel is going to move to Lippstadt, and he will become the new Chief Executive Officer as of the 1st of July. Is that right, Michel? So he will become the new CEO of HELLA. And this will be a major event, and he has played a major role in Faurecia's life for such a long time. And despite the difficulties, Michel has really made a specific valuable contribution, and he will remain a friend. And we will deeply regret him -- miss him. Michel, thank you to you. I also would like to thank the organizers because when you have a general meeting, you have people whom you can see, just like us today, but you have also people in the backstage that are often invisible. So I would like to thank all those of you who are not in this room right now. But thanks to you, everything went well. It all ran very smoothly. I also would like to thank you for this. And I wish you all the best, and we'll see you next year. Thank you. [Portions of this transcript that are marked [Interpreted] were spoken by an interpreter present on the live call.]
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