Worldline SA (WLN) Earnings Call Transcript & Summary
May 20, 2021
Earnings Call Speaker Segments
Gilles Grapinet
executiveLadies and gentlemen, dear shareholders, after this short film, nice little film, recalling the major event of the last year for us in Worldline which with the acquisition of Ingenico, I'd like to wish you a warm welcome on behalf of our Board of Directors. Welcome to this 2021 Shareholders' Meeting. On behalf of our Board, I'd like to express our regrets that given the health constraints we still have, at the moment, we are unable to hold the meeting in the presence of shareholders. It's got to be behind closed doors. We've got to take care of our health and the health of our people, and that made it an inevitable decision to hold this meeting again behind closed doors, in line with the government regulations and, of course, it's in line with marketplace practice, as you know. Our priority will nonetheless be to conduct this shareholders' meeting with as much interaction as possible. And we thank you in advance for attending and for interacting with us before this meeting. Also, thank you for the turnout that we have seen taking place remotely. Thank you for, of course, voting on the resolutions. We will, of course, speak about the resolutions later on. And also, I'd like to thank the people who are online and who are attending this conference via our website. Showing your strong commitment vis-à-vis this major event in the life of our shareholders. I'd, at this point, like to open the meeting more formally. And firstly, in line with the regulatory requirements, we've got to set up, of course, the committee of the meeting. I'll chair the committee. We have the scrutineers here by my side, Mr. Thierry Sommelet, who represents BPI France, strategic shareholder of the company since the finalization of the Ingenico transaction; and also Mr. Lionel Parisot who is a portfolio manager in French equities in Amundi, another important shareholder in our company. So thank you to Mr. Sommelet and Mr. Parisot, for making themselves available to be the scruitneers. And on my left, we have Charles-Henri de Taffin, the Secretary of our meeting, who is the Chief Legal Officer and the Secretary of the Board of the company. So we now have a duly convened committee. We also have Mr. Marc-Henri Desportes, who is the Deputy CEO of the group, he is with us today; Eric Heurtaux, who is the CFO; Ms. [ Agnès Audier ] representing the joint auditors, statutory auditors, whom I'd like to thank warmly for coming along personally to be with us in person here today at this meeting; and Ms. [ Emelia Corea ], representing the Economic and Social Council here at the shareholders meeting. Of course, the appropriate health measures have been enacted, so as to respect all of the protective measures required as required by our health authorities. And we have made sure that we respect, as we can, also the recommendation of the AMF in terms of shareholders' meetings that are taking place behind closed doors. I'd like to now hand over straight away to our secretary to do some summing up on the documentation made available, the agenda and the quorum.
Charles-Henri de Taffin
executiveThank you, Gilles. Hello, everybody. The documents that have to be communicated to the shareholders' meeting were published on the website of the company for the 21 days prior to this meeting as required. And the other ones were made available to the shareholders in the 15 days preceding the meeting in line with legal requirements. Hence, I would ask your meeting to kindly dispense us from reading all of these reports before you. Concerning the universal registration document, I'd like to recall that it's accessible on the website of the company, and you can also obtain a copy on request. Even though people can't attend the meeting in person and vote at this session given the state of health emergency that we're living in still, the shareholders were able to vote according to the implementing arrangements set on by law, that is by voting remotely and by giving a proxy to the Chairman or to any of the proxy holder of their choice. The shareholders also were able to send their instructions by post and by the Internet via the secure platform, that's called Votaccess, that we made available to you. I'd also like to point out that the total number of shares to be taken into account for the calculation of the quorum is 279,590,686 shares, representing 316,702,795 votes, taking count of dual voting rights that some shareholders avail of as they are registered shareholders, and they continue to be shareholders with us for more than 2 years. So this shareholders' meeting is convened -- is meeting on the first convening notice. So it's the first invitation, and it required for the ordinary part of the meeting, a minimum quorum of 20% of the shares with voting rights. That's 55,851,638 shares required. And for the extraordinary part of the meeting, a minimum quorum of one-quarter of the shares, that is 69,814,547 shares. After taking account of the votes and the proxies sent on before the general meeting, the quorum stands at 77% for the ordinary part of the meeting and also for the extraordinary part of the meeting. Also, this quorum was closed the day before the shareholders meeting at 3:00 p.m., as was announced. As the meeting is being held behind closed doors, therefore, no voting at the session, these quorums are definitive. Hence, the meeting has the quorum required by the law and we are, therefore, duly convened and we can validly pass resolutions at this meeting as a combined general meeting. We will now open the session.
Gilles Grapinet
executiveThank you. Concerning the agenda of the meeting, there were 31 resolutions submitted to you to vote upon today. You've taken cognizance of these resolutions in the convening notice and the notice in the French official gazette, and also the convening notice made available to you on the Internet. Now no shareholder has used their right concerning the registration of points or other resolutions on the agenda for us today. So as we're holding the meeting behind closed doors, shareholders cannot present amendments to resolutions that will be put you to vote on today or they cannot therefore propose either new resolutions. So I'd like to start off by personally presenting in a minute the highlights of 2020, of course, marked by the success of the acquisition of Ingenico Group and also the rollout of our new 5-year plan concerning corporate, social and environmental responsibilities. Marc-Henri Desportes, our Deputy CEO, will present then the situation and the outlook from the operational point of view; and Eric Heurtaux, our CFO, will present the financial earnings for 2020 and the guidance and objectives for 2021. The lead director and the chair people of the committees in charge of appointments and compensation will then present a summary of the report on the corporate governance. We have Mr. Georges Pauget, who is the lead Director, who will present the proceedings of the Board in the course of 2020. We have Mr. Lorenz von Habsburg Lothringen for the Appointments Committee, who will detail out the main items in the policy of the company concerning governance. And then Mr. Luc Rémont for the Compensation Committee will present the policy concerning compensation. Each of them will explain certain of the resolutions that are put to you on the poll here today. And then Ms. Agnès Audier, from the Grand Thornton office, will present the reports of the statutory auditors, on behalf of the joint auditors, before our Q&A session. As we're holding the meeting behind closed doors, it is not possible, therefore, for shareholders to ask questions orally here at this session. However, as was said in our introduction, shareholders will be able to ask questions via the webcast interface. Since the start of the session, the link is on the screen. And of course, you'll receive a question during the Q&A -- sorry, to your question during the Q&A session. We will complete our meeting by the presentation of the results of the polls on the resolutions that were proposed to you. And I'd like to thank those who voted remotely before the meeting was actually opened. I'll now make my presentation on the highlights of the last year. So it's a pleasure for me to start off by sharing with you a certain number of items concerning the highlights of 2020. And I'd like to, first of all, put 2020 in perspective with respect to the general strategy of the company, which, as you know, has developed very strongly and also has unfailingly implemented its acquisition strategy since its -- it was IPO'ed 7 years ago. So as you see on the slide here, the company was IPO'ed, as you all remember, in order to avail the deep-seated transformation going on in our electronic payments industry, which itself is a result of a whole accumulation of movements, changes in regulations, the setting up of the euro currency, also the setting up of new European regulations, the advent of new technologies and also a lot of consolidation going on in the industry, triggered in part by the deep-seated transformations going on in terms of the operational arrangements in actually doing the payments job for the last 15 years. So obviously, we've seen consolidations of payment platforms and economies of scale associated with that. And in that context, Worldline has been executing its plan for the last number of years as set down, and we acquired 13 companies since the IPO for in 2020. So the objective that we've asserted is to speed up the growth of the group, obviously, organically speaking, but also via the synergies achieved when we make external acquisitions and given the ongoing transformation that's going on of our value proposition. So the combination of all these growth factors, organic and inorganic growth factors has enabled us to multiply the revenues of the group by 4.5 in the same period. Obviously, we, therefore, have established Worldline as being a center stage player in the European payments industry. We've grown much faster than most of our peer companies and partners. In parallel, we also considerably enriched our offering so as to be able to meet the needs of new emerging needs, given the transformation going on in the industry. And we have, in a rather unique manner, now managed to cover all of the value chain, irrespective of the nature, the form or the channels required. And particularly, thanks to the acquisition of Ingenico, we have enhanced the portion of our exposure to distant commerce, in general, by 30%. And also, this is the kind of industry where you've got to look to the long haul, lots of capital expenditure. More than EUR 300 million pumped into our platforms and our solutions every year. So it's a very long-term kind of business. We've got long-term relationships with banks that trust us. And for us, corporate, social and environmental responsibility is not just a question of meeting market trends and this bouncing market trends. No. We've got to make sure that our company is in a sincere way part of the landscape we're living in, that is meet the needs of all of our stakeholders going forward and project ourselves into the future being aware that at each stage of our development we've done our level best to make sure that all of these stakeholders can support our plans and projects. And we have just completed our Trust 2025 year plan, and I'll go back to that later on. And in 2020, we spent a lot of time in setting up our new ambitions in terms of corporate, social and environmental responsibilities, called Trust 2025. We'll talk about that in a short while. So as we said earlier, the execution of our strategy enabled the group to double -- more than double our revenues on a statutory basis. This is what you see on the slide here, strong uninterrupted growth. And you see statutory results here for 2020. But that only integrates 2 months of the contribution by Ingenico. That reflects, as I was recalling, the combination of external growth and the speeding up of our organic growth on a pro forma basis. Integrating the contribution of Ingenico as a full year, the same grade then would reflect a multiplication by 4.5x of our revenues. So our group's ability to draw the synergies from its growth had been reflected in an improvement by 680 basis points of our margin -- our OMDA margin since 2014, and we managed to record a multiplication by 2.6 of our free cash flow in the same period. So the 6 years of growth now behind us were also reflected by an increase -- a strong increase in our headcount. We've had lots of hirings in most of our major countries regularly with creation of jobs continuously, so as to underpin the expansion of our sales and also the widening of our geographical footprint and also the widening of our value proposition. So these achievements reflected by a strong support from our shareholders for our strategy that you can see reflected, of course, in the ongoing trend in our stock price since June of 2014. So this slide recalls the equity story of our group. We have multiplied our stock price by almost 5 since we IPO'ed in 2014. That's an increase of 361%. Whereas in the same period, the stock market index, Paris one, the benchmark were used, only progressed by 43%. So the market cap of Worldline was multiplied by 10 since June 2014. And the group -- you will be aware, that the group in 2020 was admitted into the CAP 40 index in March of last year, and that we're very proud of. So I'd also like to underscore in parallel, the importance for a company of looking at this financial performance over the long haul. That is the reason why we've been putting in a lot of efforts in terms of corporate, social and environmental responsibility. On the screen here, you see the results of our program that we call Trust 2020, which was the program that concerned all of our initiatives when it comes to corporate, social and environmental responsibilities. Now here you see, we covered lots of different dimensions, like the satisfaction of our employees, the supply chain ethics environment, and of course, the department of climate change. Trust 2020 proved to be a very profitable framework to mobilize people and to transform all of our organizations around 13 quantitative objectives that are part and parcel of the operational and executive steering of the group. We managed to successfully achieve most of these objectives, especially operationally, as you see here, remarkable results put in terms of client satisfaction and progression, industrialization, quality of service and also in the area of security, especially cybersecurity. Regarding our headcount, we progressed substantially in the satisfaction rate of our employees who are happy to work in Worldline, and they're faithful to the group, and will be happy to stay with us for our future adventures. They consider it's a privilege to work in a group that is becoming bigger and bigger in the European payments industry. You can see in the management of our suppliers also. And we pay a lot of potential to ethics to Trust 2020 helped us to, to record a lot of progress, important progress and performance levels that are now very high, as you can see, through the EcoVadis independent rating platinum level we've achieved for the whole group. Finally, in terms of climate change, the group over the last 5 years has been able to achieve a significant reduction of carbon emissions. We were classified by challenge has been a champion of the climate, and this is due to the reduction of our carbon footprint. And apart from that, we also contribute to carbon neutrality of the -- of digital payments. This is due to the offsetting of residual carbon emissions, and we've achieved ISO 14001 in order to limit the -- to maximum the environmental footprints of our office and of our data centers. Now this very strong dynamic in terms of corporate social responsibility and achieving these objectives is due to constant progress, and this is seen on the slide. It allows -- allowed Worldline to be considered. I just referred to one of the classifications we received. This was published in '21, but we are truly recognized as a leader when it comes to corporate social responsibility in this sector. We have been awarded and recognized by some of the noting agencies and recognized by GRI, CDP, EcoVadis, so just to mention a few. And you can see also on this slide, the level of excellence that we have achieved in many of these independent testaments. We are often in the 1% of the companies that are recognized for this different type of issue. And of course, this is not a reason to rest on our laurels. We can see, and it's, I'm sure, be in the pandemic to think that the world has to be more dynamic. So let's take advantage of this dynamic, which is very deep within the group. Worldline has put together new program, Trust 2025, which wants to be a new chapter, which is even more ambitious in terms of CSR, with the same desire as for Trust 2020, the previous program, to create long-term value, which is balanced and profitable for all our stakeholders. Now this new ambition for the next 5 years is based on the same founding pillars that have been proved efficient. But these are now extended to new issues and have new levels of ambition in order to take into account the new activities that we've inherited from Ingenico. For example, the ambition of eco design of payment terminals, reviewing of supply chains and electronic payments. So 2025 also takes into account the regulatory evolutions in different areas and also the market trends when it comes to CSR. We are also very proud of co-building this program with our Board and more particularly with its CSR committee, which is headed by Madam, Danielle Lagarde. Now on this slide, which I'm not going to go into it, this slide is available within the universal registration document. You have a summary of all the levels of ambition that we are following in Trust 2025, with all the quantitative indicators that have been defined with the heads of business lines, with the group functions, amongst others. And this going right up to the Executive Committee. So we'll be very happy to go into the details of this program when we hold our Investor Day, which will be held in the second half of 2021, when we will be able to meet physically for this very important event. And finally, before we come to taking stock of 2020, I'd like to point out and show you the new identity card of the group following 2020. And this is the result, particularly due to the acquisition of Ingenico. So we have a strong turnover, EUR 5 billion. And we are, by far, the leading supplier of digital services in Europe. And we are now recognized as the fourth global player in this industry. With 20,000 employees, we're present in more than 50 countries and we serve more than 1 million merchants of all different size, and we have more than 1,200 financial institutions. We cover the whole of the value change with market positions, which are quite exceptional in a number of major European countries and also when it comes to transactions and acquisitions for merchants, also for online payments and services and industrial payment services for banks. Now I'd like to draw your attention to [Technical Difficulty] the rollout of distance working, which affected 98% of our employees, but they were able to adapt their working methods with their managers in order to ensure perfect continuity of service for our customers and also ensure continuity for [Technical Difficulty] and minimize the disruption and [Technical Difficulty]. Of course, we had very solid results despite the difficult environment. At the same time, we are able to [Technical Difficulty], while paying attention at all times to the fact that there would be an after the pandemic and that we should continue to invest massively in all the priority projects and strategic investments of the groups in order to return to growth as quickly as possible. The pandemic, which was extremely painful for our economies, will nevertheless have some positive outcomes for the payment sector. And it started to -- it has accelerated the market by provoking in Europe and all over the world, changes in behavior of consumers and merchants, especially small-time merchants. And these changes, of course, will be more and more favorable to us. As we come out of the crisis, we've seen a massive acceleration in 2020 of what we call the cashless society, payments in cash, those will become less important. When it comes to payment in stores, we also have seen an acceleration of digital payments in all its marmots, but also the way in which merchants and also control their own activities, online payments as well. We have also seen in 2020, new initiatives in Europe, in particular, like EPI, which is the European Payments brand, and the first thinking about EDPIA. So this was a remarkable year for the group. 2020, will -- it was also the year of acquiring Ingenico. So this was the one which has changed our company the most since 2020. It was -- this acquisition was announced before the first wave of COVID-19. And with Bernard Bourigeaud and our teams, we implemented and did everything possible in order to carry this out and to stick to the time line announced despite the great volatility of markets and also the great uncertainty that we had in the second half of 2020. Now this is a real satisfaction and source of pride to the team -- working with the teams of Ingenico and Worldline, to be able to go through all these different steps, building this new group on the 30th of October in the evening. So I'd like to thank you very warmly. Thank the hundreds of workers from the 2 groups that made this possible. Now I'm coming back to the key figures of 2020 that are present on the next slide. This just shows a strong resilience that I was referring to before. And so we can -- we have exceeded all our objectives for 2020. And as expressed on the 23rd of April 2020, when we were in the very middle of the first wave of COVID-19, so as to take into account the impact of the pandemic, but also the effect of the very strong measures of adaptation, especially in terms of costs -- so -- to adapt to this context. So the turnover for 2020 was EUR 2.75 billion organic, drop of only 4.6% despite the very -- despite the closure of millions of merchants throughout Europe. OMDA was at EUR 700 million, i.e., 25.5% of the turnover. This was an improvement of 60 basis points on 2019 at comparable scope and exchange rate. So this improvement in profitability comes from a very strong reaction to the crisis, cost containment, but also synergies in terms of our mix of activities. Finally, the disposable cash flow, EUR 349 million. This represents a strong conversion rate of OMDA, 49.8%. This is 200 basis points more than the year before due to the strong management and control set up by Eric and its team, where the normalized net income, EUR 361 million, this is up 20% on the previous year. And the EPS, normalized diluted, reached EUR 1.76, up 8%. Now during 2020, the group wasn't just about managing the crisis. So I want to go back to this wonderful acquisition of Ingenico, but we also -- we continued with our very targeted acquisition strategy due to the fact that we were able to prepare for the integration of Ingenico. From the 1st of November, we were able to execute as we normally do at Worldline. We were able to conserve our agility to remain a central player of the industrial landscape in terms of payments. And from the end of 2020, we announced the control of services to merchants. So -- and with ANZ, an Australian bank, but also we had the acquisition of GoPay in the Czech Republic, which strengthens our e-commerce capacity and also Internet payments on a market which is very buoyant in Eastern Europe. And we also accelerated the strategic transformation of Ingenico in terms of payment terms. So we had a model that was really based on the software with cloud services, acquisition of Easypymtz in India and Singapore as well. Now I'd like to conclude this part. Before I hand over to my colleague, I'd like to talk about priorities for 2021. We are going to continue very ambitiously. We're going to continue to improve our growth profile, just as we have been doing since 2014. And as soon as the health situation allows for this, we will also continue to improve our profitability with the rapid and rigorous execution of our synergy plans, which are already well underway due to the proprietary work, which was done last year. Secondly, we will maintain a very strong dynamic on all our strategic initiatives with the objective of completing in 2021, the strategic review, which has begun on terminal activity and also the desire, which remains unchanged to continue and sees the best opportunities possible when it comes to consolidating the payments industry. We are quite convinced that the new Worldline, which has been massively -- which has been implemented in 2020 through the acquisition of Ingenico, that this offers a very growth driver for the future. And we think that we will be the main consolidator in Europe and beyond of digital payments, and we are eager to present this to the Investors Day, which we hope will take place in the second half of 2021. Now thank you for your attention, for your support for overall these years. And now I'm going to hand over the floor to Marc-Henri Desportes, who is our deputy CEO, and he will comment the performance -- the operational performance of 2020. Over to you, Marc-Henri.
Marc-Henri Desportes
executiveThank you, Gilles. So good afternoon, ladies and gentlemen. It's very clear that the impact of the crisis, COVID-19, on our transactional activities has been unprecedented. So you can see the -- on the graph, you can see the effects of the 2 consecutive waves of restrictions due to the decisions taken by the government in 2020. Starting from the left, you can observe that we have seen very good performance in January and February last year, but this was interrupted by the first wave of COVID in March 2020. And this was triggered by strict confinements in most of our countries, and this had a very strong impact on the second half year. You can also see that at the end of the second quarter, you can see the strong sensitivity of volumes of transactions and their ability to bounce back as soon as some of the stores were open again. And this was despite some of the restrictions that was in place. And the second way that took place in the fourth quarter 2020, triggered new governmental measures and also -- but allowed a certain flexibility throughout the period of Christmas. And so this meant that we had a Q4, which was quite good despite the global context. Now apart from this linear analysis, I'd like to point out that we have been less impacted by the later measures, and this is due to the increased e-commerce as well as the acceleration of the drop in the use of cash and the preference for card payments. So there's another -- on the next slide, another important point that we should mention. If we look at the performance of the group for 2020, and that is the geographic exposure of Worldline that you can see on this slide. Basically, we are exposed to European -- the richest European countries. And so those are the countries that were most impacted by the strict measures such as store closures during 2020. And so this situation lasted throughout the first quarter of 2021, despite the governmental restrictions in place in these countries. You should note, these were accompanied by measures to protect the economy, which allowed us to have extra massive savings, in terms of households, we're talking about several hundreds of billions in savings for France and Germany. This is the first time that the saving rates has reached such a record level. If you look at this -- if you compare this to what happened with the subprime crisis in 2008. So there has been inability to consume due closures. And so consumption dropped 12%, second quarter '21. And then we saw in Q3, some of the measures were relaxed and so consumption was up. So exposure of Worldline to the country's most affected represented an opportunity to catch up when the restrictions will be lifted and in more -- in happier times. Now let's go to the integration of Ingenico with our strong integration culture due to our proven methodologies. So we have announced 300 projects, were included in the plan, including immediate and short-term synergies. The good start the plans have got off to gives us high hope of achieving the synergies we're aiming at, between now and 2024, EUR 250 million worth. And for 2021, we have firstly started to implement the integration of the teams, and then we conducted the commercial transformation of merchant services, and then we rolled out a full review of our technology platforms to generate economies of scale effects, I would say, via the convergence of these platforms. So we're also seeing the first benefits, tangible benefits of our scale effect, with, in particular, many, many development projects. Of course, the bulking together of our sourcing and also the transformation of the back office and the support function, in some. All of the initiatives I've just mentioned are well on track to achieve our objective of EUR 66 million, positive impact on the OMDA in 2021. Regarding the future, we're convinced that beyond the short-term tensions because of COVID, our outlook in 2021, the medium-term, are more than just sound in terms of growth and margin improvement. Mainly thanks to the complete execution of our strategic road map that's already underway. We can already see the positive effects of our new organization by the dynamism of our commercial activity for the supplying of new services and solutions to our merchants. Also, I'd like to underscore a few items of success worth noting. Concerning SMEs, we can onboard thousands of new merchants every month now all over the world, thanks to an innovative digital offering and end-to-end solutions. Regarding major merchants, we have omnichannel capabilities connected with our possibility of doing full integration and transparent integration of the acceptance for the IT systems of the merchants, and that enables us to gain in confidence and gain the trust more and more of first-ranking players in the area of the merchants in general, and also put together a rich pipeline for the coming quarters. Regarding our online services also, our objective in parallel with the signature of new merchants was to widen the portfolio of value propositions. We pursue the deployment of our powerful processing factories, we call it, for payments in financial services, highlighting the perfect compliance with the requirements out there in terms of outsourcing of major banks like Unicredit or Commerce Bank. Also, we deployed successfully Terminal-as-a-Service solutions in Europe as well as new contracts obtained in the United States, underscoring the relevance of the as-a-Service model, and the needs of our bank and acquirer partners in this area. So to conclude now on the improvement of our profitability, we think we've got all the levers in our hand, thanks to your experience in this regard with the achievement of synergies on the base of acquisitions that we've made, as you see on this slide. You see the amounts expected in the coming few years, that were announced each of these acquisitions. Of course, we made announcements at the time. And you can also see on this slide the amounts expected in coming years. And combined with the ongoing optimization of our cost base, we hope to achieve fine performance levels as we did in 2020. I'll give the floor now to Eric Heurtaux, our CFO. Thank you for your attention.
Gilles Grapinet
executiveThank you, Marc-Henri. We will now give the floor to our CFO, our Chief Financial Officer, Eric Heurtaux.
Eric Heurtaux
executiveThank you, Marc-Henri, and hello to everybody. Firstly, I'd like to cover the items that make our revenues for the full year of 2020. As you can see, we see a dip of 4.6% in organic terms. That underscores the great resilience of Worldline in a very unfavorable COVID environment. The division the most impacted was Merchant Services, organic degrowth, therefore, down by 7.7%, mainly because of a drop in the activity level in stores in the second and fourth quarters because of the closure of nonessential shops. However, online activities and omnichannel activities remained very dynamic for verticals outside of travel, of course, such as digital goods, gaming and marketplaces. Now for financial services, we're very resilient in this environment with an organic drop of only 1.6%, thanks to the recurring payment flows and the ramping up of new major outsourcing contracts. TSS, with contribution coming mainly from the integration of Ingenico in the first -- sorry, in the last 2 months of the year, dropped by 1.9%. The division avails the fine performance in mature markets such as EMEA, in line with the trajectory expected. Now the revenues of MTS posted an organic drop of 3.1%, impacted by the discontinuation of public transportation in many places and, of course, the associated ticketing volumes. Let's now move on to the next slide concerning the OMDA. The OMDA remained overall fairly flat at EUR 700 million in 2020, but it does show an improvement of 60 basis points in terms of margin percentage, reaching 25.5%. This performance is due to the achievement of synergies [Technical Difficulty] the service model. More in detail, the profitability of Merchant Services is up by 150 basis points at 24.9%, availing of the cost control actions that we set up in the course of the year to offset the impacts of COVID-19 on our revenues, also the execution of the SPS synergies and the cross-cutting actions to do continuous improvement in our productivity. The division is also built of variable cost base that was higher than what we had in Financial Services. So the Financial Services division, you see the performance remained sound at 31.2% in spite of shrinking of 240 basis points because of the strong proportion of fixed cost in an environment where the volumes were going down. Also, the margin was affected by investments connected with the ramping up of the major contracts that we signed recently. In parallel, cost measures were set up so as to mitigate the contraction of the OMDA. Finally, Financial Services did not avail of the usual volume of project business in the context where investments were more limited on the side of our clients in the latter part of the year. The performance of TSS was pretty strong with an improvement of 660 basis points in the OMDA margins, mainly thanks to the geographical mix. With the strong performance in Europe in Q4 and particularly thanks to the transformation and cost-cutting plans launched at the start of 2020, that led to a reduced cost base opposite higher revenues. Now the profitability of MTS was affected mainly by the trend in electronic ticketing, especially in the U.K. and in the Latin American market because of health constraints. In this context, the margin went down by only 90 basis points, thanks to the measures enacted in the course of the year, so to adapt the cost base to the revenues. Finally, regarding corporate, we pursued our energetic corporate actions to contain and rationalize our cost base. Let's now move on to the other items in our P&L. The nonrecurring items stood at EUR 276 million and are made up mainly of the amortization of the allocation of the acquisition EUR 114 million, and also cost for integration and acquisition of EUR 105 million corresponding, in particular, to the integration cost for SIX Payment Services and also the costs connected with the acquisition and the integration of Ingenico. Consequently, the operating earnings for all of 2020 stood at EUR 245 million. The net financial charges stood at EUR 28 million, and that includes the net cost for financial debt, EUR 20 million worth, for the interest for the bonds and the convertible bonds, OCEANE ones issued in 2020 and the effect in the full year of the instruments that we issued in 2019. I'd recall that the financial result in -- the net financial result in 2019 availed of the fair value adjustment of the contingent counterparty connected with the acquisition of SIX Payment Services, EUR 118 million worth, and the accounting of the adjustment -- the fair value adjustment of shares of preference Visa shares for EUR 24 million. Now the tax charge, EUR 51 million, represented an effective tax rate, which showed an improvement of 170 basis points at 23.4% as opposed to 25.1% in 2019 normalized to take account of the contingent counterparty effects connected with SPF. We haven't any significant minority interest since the acquisition of the minority stake in equensWorldline and taking count of the consolidation Payone in 2 months only. Finally, the net earnings group share stood at EUR 164 million, impacted by nonrecurring elements that were higher and fewer exceptional positive elements than in 2019. The normalized net income stood at EUR 361 million, up by 20.2%. And our diluted normalized earnings per share achieved a level of EUR 1.76 million, up compared to the 2019 figure of EUR 1.63 million. Concerning the free cash flow. Our CapEx stood at EUR 155 million, that's 5.7% of the revenues, complying with our objective of 5% to 6%. In fact, in spite of the uncertainties connected with COVID, we maintained our CapEx intensity, so as not to impinge on our future growth. The trend in the working capital requirement is in line with our anticipation with the positive impact of EUR 46 million in the continuous trend we've been observing in the first half and turning around the negative trend we've seen in 2019. Now the integration costs went up slightly concerning mainly Ingenico, of course, and the start of the integration as well as the integration cost of other recent acquisitions. So the figure excludes, however, the EUR 54 million for cost connected with the transaction with Ingenico. All told, the free cash flow for the year before the transaction cost of Ingenico, corresponding to the indicator in our guidance for 2020, stood at EUR 349 million, representing a conversion rate of the OMDA of 49.8%, an improvement of 200 basis points. Including the transaction cost of Ingenico, our free cash flow was down EUR 95 million. Now let's move on to the net debt of the group. The net debt of the group went up and achieved a level of EUR 3.165 billion as opposed to EUR 641 million at the start of the year. The main component in this trend is, of course, the cash out of EUR 2.8 billion worth for the acquisition of Ingenico. Our net debt is, of course, in line with our expectations at the start of the year and with our plan aiming at reducing our net debt-to-OMDA ratio, thanks to our free cash flow generation. To round it off before recalling our financial guidance for 2021, let's look at the underlying hypothesis. As you can see, we think that there will be a gradual recovery throughout the year, enabling us to achieve our cruising speed in the second half. So our scenario is built up as follows. For the first half of 2020, we're at -- 2021, we're expecting flat revenue, slightly down perhaps in terms of organic performance because of the government restrictions, not fairly strict; and especially in the first quarter, including the closure of nonessential trading outlets, the curfews we've seen and restrictions on the borders, in most of our key countries; also the partial lightening of the restrictions in the first half of 2021., In particular, in the second quarter. However, we don't anticipate any significant activity in terms of traveling among European countries for the moment, no intercontinental travel and we anticipate an acceleration of the vaccination campaigns. There were underlying hypotheses. For the second half of 2021, we also forecast a new acceleration towards organic growth in double digits based on an easing of the national restrictions with the end of the restrictions for nonessential traders. And the end of the curfew measures and the border restrictions. We think that intra-European travel in Europe will be authorized, and there will be a gradual turn -- return to streams of travelers, so -- as we've seen in the past. So this is the scenario we've taken on board to put together our annual objectives presented on this slide. You see, in terms of revenues, we're anticipating organic growth of about 5% or more. For the OMDA margin, we are envisaging an improvement of about 200 basis points compared with the OMDA pro forma for 2020 of 23.9%. And finally, free cash flow, representing a rate of conversion of the OMDA of about 50%. That concludes my presentation as CFO. And at this point, I will give the floor to the next speaker, who is the lead Director.
Gilles Grapinet
executiveThank you, Eric and Marc-Henri as well -- of course, Eric and Marc-Henri will be staying with us in case you have questions for them later on. We'll now continue through our agenda. And given the current context that we're living in, for the presentation of the work of the Board, we'll have a recorded presentation by Georges Pauget who is our Lead Director, and that is going to be screened now -- and his video is going to be screened. He will present the work of the Board and some -- to give you some insight into the work that's been done by your Board for the last year.
Georges Pauget
executiveThank you. Dear Chairman, dear shareholders, I want to present the work of your Board for fiscal 2020. I'd like to recall that all of these report features in the universal registration document for 2020 that I would refer you too. So I will just limit to myself to the main salient points. Your Board and the Board committees were particularly active in the last year given the transformation going on in the group, resulting from the acquisition of Ingenico, and the need to manage the impacts of the pandemic and also work concerning Trust 2025, the new CSR program, for the coming 5 years. Your Board met on 16 occasions in the course of the year, and the attendance rate was 93%, which is a very high level. This level is even higher, going up as far as 100% for the committee, as you can see on the screen. This remarkable attendance rate, given the high level of activities going on, reflects the great commitment of all of the Board members when it comes to the work of the Board and the Board's committees. As Lead Director, I also was in charge of the evaluation process for the Board. The main conclusions of the annual evaluation feature in the report on corporate governance and are also on the screen before you. The composition of the Board is very diverse and very appropriate. The number of board members is quite high after the widening that followed the acquisition of Ingenico, but it's a very balanced Board, and its composition and the skills of the Board members are in deed complementary and very sound skills. We were particularly attentive to integrating as best we could the Board members who came from the Board of Ingenico and an in-depth training program was set up. Your Board also manages to work efficiently in spite of its size and also despite the limitation on physical interaction because of the current health context. I'd like to underscore the quality of the work pursued in the Board in the course of the year. The Board members actually expressed their satisfaction in this respect, and we will be trying to make progress the whole time. There is a continuous improvement plan that's being decided upon by your Board. Among the important piece of work done by the Board, I'd like to underscore the management of the health crisis, which we're still going through now, and the business combination with Ingenico, 2 major cases to be addressed that were addressed very successfully. We've revisited the remuneration of the corporate officers, especially given the impact of the health crisis on their objectives, as the Chairman of the Compensation Committee, will explain in more detail in the short while. Apart from reviewing the results, the budgets, the objectives and the financial communication, the Board also looked at the risk related aspects of compliance and cybersecurity, which are particularly important for our area of business. The Board also reviewed the major thrust of the group strategy against the backdrop of the market trends and also the investment and financing strategies associated therewith. Then the nonfinancial performance was reviewed as well, and your Board worked on the CSR strategy and the new 5-year plan that is going to implement our strategy, it's called Trust 2025. As a Lead Director, I also made sure that we properly integrated the new directors, but also organized discussions with the Board members outside of the executive members from the company, so as to facilitate interactions and feedback. I can guarantee you that there are high-quality relations and good communication goes on between the Board members, but also with the managerial team, and I'm very happy to note that. Also, I took part in discussions with the main shareholders who so wished so as to present the resolution -- the main resolution submitted to the voter today and explain the rationale to them concerning aspects of governance, compensation and particularly sensitive issue this year, given the exceptional impact of the health crisis. Finally, you will note with me the spectacular changes that have taken place in your company under Mr. Gilles Grapinet and his team. Since the company was IPO'ed just 7 years ago now, Worldline, so its revenues constantly progressing, now reaching almost EUR 5 billion worth. Now we have more than 20,000 employees in the group around the world. At the same time, this is important, the stock price was multiplied by 5 and the market cap by 10. Worldline originally was controlled by the Atos Group, has seen gradually its equity base opening up so as to now become independent. And recently, it became part of the CAC 40 index. The business combination with Ingenico positions Worldline as the fourth largest global payments player. After making this major acquisition, your company has sound governance and an appropriate governance structure that enables it of the management team to pursue its growth strategy and this strategy whereby it will be an active player in the consolidation of the industry. Your company will continue as in the past, and this is the firm intent of your Board to maintain the highest possible standards in terms of corporate governance. Thank you very much for your attention.
Gilles Grapinet
executiveSo on behalf of all of us, I'd like to thank Georges Pauget. Our reference administrator for his incredible commitment at the service of your company, also of his governance as well and his report, of course. Now we're going to move to the Nominations Committee and the report, and we will have the possibility to listen to Lorenz von Lothringen, who has accepted to make video, and he is at the Head of the Nominations Committee. So please can you project the video.
Lorenz von Lothringen
executiveLadies and gentlemen, shareholders. It is down to me to present the works of the Nominations Committee throughout 2020. And I'd like to remind you that all the details are in the universal registration document. Now in terms of the Nominations Committee that I am at the head of, and on the slide, you can see the composition of this 75% of members are independent. We met 4 times in 2020, and all of its members participated in all the meetings throughout the works, which were particularly rich in 2020. We have issued a certain number of recommendations on the management of the company and also the composition of the Board and its committees within the framework of the acquisition of Ingenico. We, moreover, are assured of the existence of a succession plan for managers, should there be any resignations. As you can see, your Board is now composed of 17 members, and there is a quality to the tune of 41%. It has a large majority of independent members to the tune of 65%. As Mr. Georges Pauget pointed out, your Board has acquired 6 new members from the Board of Ingenico, following the successful acquisition of this company. The Board that has been enlarged aims to be inclusive and diverse in order to encourage the success of the ongoing integration and the development of the group. Its composition is the result of a balance between Board members from the Board of Ingenico and those from Worldline, which is in line with the capitalistic cloud of each of the 2 groups before the acquisition. Now this balance is -- also assures the representation of the main shareholders given the level of their participation and the voting rights within the company. The composition of the Board takes into account all the agreements concluded with SIX Group AG since the acquisition with Worldline and its payment activities, and then within the framework of the Ingenico acquisition. This composition reflects it's status as main shareholder, which confirmed the strategic character of its investment in Worldline and has taken the commitment to preserve its shares to the end of the first half of '21 and moreover has fully supported the acquisition of Ingenico. In terms of the new members from the Board of Ingenico, the Board has also welcomed an administrator who has been named following the recommendations of BPI France, given his significant participation; and also an administrator represented DSV group, i.e. the German, [ Keith Pienaar ], which is a strategic partner of Ingenico and also part of Worldline in Germany and also part of a joint company Payone. The Board also acquired a second administrator, which represent -- who represents the employees as agreed at the general assembly, and this person has come from the Board of Ingenico. The slide that you can see on the screen shows, once again, the very structured character, the very balanced character of your Board with its high proportion of independent members. Now in order to reflect the new configuration, the more global configuration after the integration of Ingenico, the Board has been configured so that it can represent diversity of nationalities and profiles, which will allow us to enhance even further the Board in order to carry out our strategy for growth in the group. In 2020 and in line with these objectives and the diversity policy, your Board has completed and strengthened this competencies and expertise, especially in terms of payment services, investment strategies as well as in terms of risk and compliance or even in terms of corporate social responsibility. Diversity and the complementary nature of competencies within the Board are illustrated on the slide. On the basis of the work carried out by the Nominations Committee, the committees of the Board have been reorganized following the integration of the new Board members from the Board of Ingenico. And you can see on the slide the current configuration. Each committee is composed of at least 50% of independent members, and they are fully in line with the recommendations of the Afep-MEDEF code. The Nominations and Remunerations Committee has been separated into 2 separate committees. The Remuneration Committee is now headed by an independent administrator, Mr. Luc Rémont. And it also has an employed administrator as one of the members. The experience and expertise of each of the members and the Censor, which is due to be renewed, are very valuable to the Board in order to carry the company through to the new step, which is about to open up in terms of its development. Let me -- the biographies of the members and the Censor, whose mandates are to be approved by you, those are available in the convening brochure. Just as a reminder, we have Madam Agnès Audier, Madam Nazan Somer Özelgin, Madam Danielle Lagarde, Mr. Daniel Schmucki, Mr. Johannes Dijsselhof as the Censor and myself. And finally, as you know, your company is headed by Mr. Gilles Grapinet, who currently is the CEO since the departure of Mr. Thierry Breton in 2019. Now this governance mode seemed the best adapted in order to ensure continuity to secure performance of the group and also to execute the planned strategic projects. Despite the unification of functions, governance was not balanced given the important proportion of independent administrators, the clear definition of the powers for the CEO, the determination of the many different matters to be handled by the Board and also the presence of a lead administrator. As announced during the acquisition of Ingenico, Mr. Bernard Bourigeaud is to be named Non-Executive Chairman of the Board at the end of the third quarter 2021 once the personal reasons that have hindered him from taking up this position before lifted. The functions of the President of the Board and the CEO will be split since Mr. Gilles Grapinet will still be the CEO, Mr. Marc-Henri Desportes will be the Deputy CEO. Chairman, ladies and gentlemen, shareholders, thank you for your attention.
Gilles Grapinet
executiveSo thank you on behalf of everybody. Thank you, Mr. Lorenz von Habsburg Lothringen for your report, which as usual, is very rigorous and very clear. And we now have a prerecorded video from Mr. Luc Rémont, Head of the Remunerations Committee.
Luc Rémont
executiveSo Chairman, ladies and gentlemen, I have the task of presenting report of the Remunerations Committee. As a reminder, you can see on the screen the current compensation of this committee, which is in line with the recommendation of the Afep-MEDEF code as well as the summary of its activities this year. My presentation will mention the main elements of remuneration of 2020 for the corporate offices in 2020 and the policy for 2021. For more details, I would ask you to consult the universal reference document. Now I'd like to present the -- first of all, the impact of COVID-19 change in the scope of your managers 2020. First of all, the variable portion, long term, have been adjusted given the changes of the scope, which was also from the acquisition of Ingenico. Moreover, let me remind you that as a reaction to the crisis of COVID-19, the Board decided the initiative of Gilles Grapinet and Marc-Henri Desportes to not implement the increase of the fixed portion of remuneration. As you know, the remuneration in cash is conditional upon the realization of performance and on the -- based on the indicators. Neither the objectives of the first half year of 2020 or the second half year have been revised downwards, despite the crisis, and the amount of the bonus has been reduced to 50%. So stock options and performance-wise, those will be acquired, respectively, in 2022 with -- as long as the present condition is met. So this will be a land with the guidance revised and communicated. On the April 2020, the Board considered that the remuneration of the beneficiaries would have been sufficiently impacted by the context of the health crisis and Brexit 2020. The Board has taken into account the following elements. So the health crisis and the governmental restructurings are quite exceptional and beyond our control. It, therefore, is necessary to adjust the objectives in order to realign these with the guidance of the market from 2020 despite the evolution of the health crisis, in order to align the interest of the shareholders with the beneficiaries in this global and difficult environment. Such an adjustment was justified, otherwise, the whole of the plan 2018/2019 would have been lost because these former 3-year plans have been structured with the performance conditions that need to be reached every year in a cumulative way and without any elasticity. We've also seen that the remuneration of managers were severely impacted by the context of COVID-19, and also even though their remuneration is well below the other CAC 40 companies. Now in those conditions, the realignment of objectives with the guidance that has been revised allowed us to ensure the motivation and the retention of these managers in a competitive market and also to align their interest with the shareholders. This adjustment was particularly justified since the performance of the company was quite remarkable despite the context, and it led to an increase in the share price of more than 20% in 2020 and more than 100% over the period 2018-2020. This was a reference period for measuring the performance of the plans mentioned. And let me now present the different components of remuneration for the CEO -- Deputy CEO, which are in line with the remuneration policy of 2020 and adopted at the last general assembly. The main point concerning remuneration of Gilles Grapinet, CEO, are detailed on this slide. In particular, the annual fixed remuneration, EUR 622,500; variable cash portion, EUR 403,776; and performance share stock options in the framework of the 3-wheel plan and the farewell is estimated at EUR 1,278,024. Mr. Gilles Grapinet has not received a remuneration for his functions as administrator and also Chairman of the Board as this -- as was planned. The remuneration 2020 of the CEO, and you can see a summary of that on this slide, is to be voted on in Resolution 13. Now the main elements of remuneration for the Deputy CEO, Resolution 14, are the following: annual fixed remuneration, EUR 350,000; completed with variable remuneration in cash, EUR 196,280; the attribution of performance shares and stock options, part of a 3-year plan, and the fair value is estimated at EUR 662,496. Mr. Marc-Henri Desportes has not received any remuneration for his functions as Deputy CEO for Ingenico Group SA. Now I'd like to present the remuneration policy for corporate officers for 2021, which will change. Now given the increase in the size of the group and also the responsibilities of our corporate offices, the -- we deemed that this should be in line with the company voters. So once the revaluation has been taken into account, remuneration proposal for 2021 will be broken down as possible. For the CEO, a fixed remuneration of EUR 750,000, and it will -- this remuneration will remain unchanged during -- as he carries out his functions in 2021. So target remuneration corresponds to 117% of his fixed remuneration, i.e., EUR 880,000 of multiyear remuneration made up of performance shares and stock options to the amount of EUR 1.370 million. For the Deputy CEO, fixed remuneration, EUR 440,000; target remuneration of 100%, i.e., EUR 440,000 of multiyear remuneration made up of performance shares and stock options, and the fair value amounts to EUR 810,000. This review presents an increase of a total of 15% for the CEO and 24% for the Deputy CEO. Given the uncertain economic context due to the health crisis, the review of annual monetary remuneration will be applied from the 1st of July 2021, so that the Board can take account of the situation. The supplementary pension for Mr. Gilles Grapinet remains unchanged for 2021, as this is in line with the new legislation. So the slide that you have on the Board shows the remuneration structure for the corporate offices. So you can see that it is transparent balance and also very much linked to the performance of the company in the short term and also in the long term. Now I suggest that we go to the incentive plans, the long-term incentive plans, 2021/'23 to be implemented by the Board. The remuneration policy for '21 provides for the attribution of multiyear remuneration, which concerns combined allocation of performance shares and also stock options as in previous years. The definitive acquisition of these shares and stock options, of course, depends on satisfying the performance conditions, which are demanding transparent and quantified and measured over a 3-year period. These conditions are based on 3 financial indicators to the tune of 80% and one extra financial indicator to the tune of 20%. The financial indicators concerning performance, the same as in previous years and they are regularly communicated to the shareholders. The extra financial performance are linked to the corporate social responsibility, and this year depend on external and internal indicators for the group. And kind of elasticity curve allows the increase or the lowering of this percentage based on the level of achievement. The percentage of global acquisition cannot be higher than 100% and could not exceed 90% in the case of non achievement of an indicator. In terms of the nomination of Mr. Bernard Bourigeaud as Chairman of the Board, which is due to take place the third quarter 2021, we should also express the remuneration policy for him. He will receive EUR 300,000 as fixed remuneration. This amount was determined based on previous studies of Chairman on current companies, and this is below the 25 percentile. No other remuneration will be paid to the Chairman, so that -- and I'm going to be now presenting you the policy of 2021 for remuneration. Let me remind you that the global envelope for remuneration has been -- is now EUR 1.2 billion with -- and this will be put to your approval. This amount will remain unchanged for 2021 as well as the fixed amount of remuneration of your Board members and the Censors. So it has been suggested that we increase slightly the variable remuneration depending on their attendance rate in order to be in line with the market. So as for previous years, Mr. Gilles Grapinet and the administrator that represent the employees and the administrator nominated by BPI France will not receive remuneration for their job as administrators. Chairman, ladies and gentlemen, thank you for your attention.
Gilles Grapinet
executiveThank you. Also, on behalf of everybody, myself, Gilles Grapinet, thank you, Luc Rémont, for this very detailed and clear report. And at this point, I will invite Ms. Virginie Palethorpe, representing our statutory auditors to come and present the auditor's report, including the report on the resolutions and the financial delegations. I'd like to point out that the report of the statutory auditors on the consolidation of statutory accounts and the related-party agreements and corporate government and so on are reproduced in full in the universal registration document. The reports on the resolutions on the agenda were also put online on the website of the company under the Investor tab as per the legal requirements in terms of deadline. Ms. Palethorpe, you have the floor.
Virginie Palethorpe
attendeeThank you. Good afternoon, everybody. On behalf of the joint auditors, Deloitte and Grant Thornton, I have a great pleasure in summing up our reports following our assignments for the financial year that ended on 31st of December 2020, and give you a summary of the different reports issued. Now concerning, first of all, our reports concerning the approval of the annual and consolidated accounts covered in Resolutions 1 and 2 of your meeting. These are presented respectively on Pages 310 and 253 of the universal registration document available on the website of the company. The purpose of our work in line with our professional standards -- the purpose of our work was to obtain reasonable assurance that the consolidated accounts of the group drawn off in compliance with the IFRS standard reference based and the annual account of the Worldline company drawn of as per French GAAP, did not comprise any material misstatements. Our 2 firms worked in France and outside France in all of the material entities of your group. Our approach and our procedures were adapted to the organization of your group with specificities and the risk identified on the basis of quantitative and qualitative criteria. On an as needed basis, we use the internal control arrangement set up in the company and also covered the current operations and the particular events of the fiscal year. I'd also recall that our work took place in the context of the COVID-19 crisis, of course, that created rather particular conditions for the preparation and the auditing of the accounts of the fiscal year. In 2020, the key audit matters identified as such taking account of the relative weight in the accounts and the high degree of estimation and judgment necessary for their evaluation concern -- for the consolidated accounts concerns the accounting statement of the acquisition of the Ingenico Group, the recognition of the revenues relating to multiple element service contracts and the recognition of the revenues in swing from transactional activities and for the annual accounts concerning the valuation of equity securities and the recognition of the revenues relating to multiple element service contracts. All of our work -- the progress of our work and our digital conclusions were shared. All of these items are shared, of course, regularly with the company management and the audit committee of your company, and of course, the Board. On the basis of this work, we can certify that the consolidated annual accounts of the Worldline company are, therefore, fair and accurate in the light of the accounting standards in force and give a faithful picture of the results of the period and the financial situation of your group. Also our reports render an account on the specific verifications required by law, which aim at making sure of the accuracy of search and information communicated in the management report, the report of the Board and corporate governance and the documents sent down to the shareholders. And we have no observation to make in this respect. Finally, the company decided to postpone the implementation of the electronic information format until the following financial year. So our report does not comprise any conclusion on that. Concerning our special report on related-party agreements featuring on Page 315 of the universal registration document, during the financial year, 2 new agreements were authorized and entered into with the SIX Group AG company. This is an agreement on the finalization of the acquisition of SIX payment services and to lock-up agreement on its Worldline shares. Since the closing, the Board of Directors meeting on the 21st of January 2021 authorized an agreement with DSV Group concerning the conditions for contributions by Worldline of its payment activities in Germany and Austria for the benefit of Payone GmbH, a joint venture created with DSV group. We have no particular observations to make on these agreements. This report also recalls the agreements already approved by the general meeting, which continue to be implemented in the course of the past financial year. Finally, Deloitte also issued a report presented on Page 232, which concerns the consolidated declaration of nonfinancial performance, for which it certifies compliance of the declaration with the provisions provided for by law. And it concludes that there was no material misstatement concerning all of the information supplied. In the context of the meeting here today, this time, on an extraordinary basis, we issued several reports, which refer to resolutions 20 to 29 concerning the proposed delegation to the Board in order to conduct different transactions on the equity of the company. These different reports don't require any particular comment on our part. We have absolutely nothing to flag up. In that respect, thank you, ladies and gentlemen, for your attention.
Gilles Grapinet
executiveThank you, Ms. Palethorpe, this is Gilles Grapinet, for your report. Please extend our thanks to all of the other auditors, the many people who fed into the process around the world in helping you to fulfill your audit assignment, especially for 2020, which was not an easy year for you or for any other company. So thank you for your support. Next, if you agree, we'll perhaps pursue and continue going through our agenda. And we have now reached the time for the Q&A session, the question-and-answer session.
Gilles Grapinet
executiveWe'll, therefore, field some questions. We will be receiving questions possibly through the web platform in real time. And in the meantime, I would suggest that I can give now answers to questions we received in writing before the event. Especially as it's becoming customary, there's the form for responsible investment that has written to many companies, usually around the same topics, topics that we found in this year's questionnaire, already present in the question -- set of questions for last year. And I think you will find on our website all the questions and answers. But there are a few of them that particularly echo themes connected with the pandemic and the way in which we managed certain consequences of the pandemic, be it in our supplier and client ecosystem or the impact of homeworking, that kind of thing. Interesting questions to bring up here with all the shareholders because this was a hugely important topic for everybody, the pandemic. And perhaps I could ask some of our staff members to help me to give some answers to questions that were raised. So firstly, we have the support that we granted to suppliers and some clients as well. I'll read them out. The question is the following: solidarity among economic players, especially with small companies involved, makes it really important to cooperate. What about your efforts that you put in nationally and internationally to you support your suppliers, or clients affected by the crisis? Have you enforced differentiated policies for very small companies and SMEs? Has the crisis led to any change in your policy in that regard? I think we'll ask our CFO and the person in-charge of sourcing in the group to perhaps provide answers on that. Eric Heurtaux?
Eric Heurtaux
executiveThank you. We managed to maintain our business activity. So we had a continuing employee business, and we managed, therefore, to support our suppliers nationally and also internationally. The group has also, since the start of the COVID-19 crisis, has been working with the more embrittled companies, more vulnerable ones in our supply chain to make sure they remain going concerns. In particular, we have set up interactions between suppliers and purchasers to help them to remain their growing concern and provided them with the necessary support they needed when it was deemed to be expedient. We also worked with our clients to deploy -- to accelerate the deployment of certain projects like contactless payments and also pick up some challenges that emerged during the crisis. We have responsible sourcing policy, of course, and we bolster the importance of that on a national sourcing basis and also sourcing done in a way that will support very small companies and SMEs.
Gilles Grapinet
executiveI'd add that during the different waves of the pandemic, especially for small traders who are to close shop in many countries, we mobilized all of our salespeople to offer them solutions that would help them to adapt their services as quickly as they could with remote selling possibilities, remote order and click & collect kind of solutions for them, so their clients could place their order on the Internet and collect their goods at the store, so as to help them, as shopkeepers to at least retrieve some of their lost sales volumes. And of course, we didn't pay the -- charge the monthly payments that were -- would have been owing while their stores were closed during lockdown. Now the next question concerns the actual staff impacts of homeworking. How at group level have you managed the employee impacts associated with the massive recourse that's been had to homeworking, especially in terms of the management factors at risks and taking part in the deferring of expenses? And how have you, therefore, taken care of your people working from home? So I'll give the floor to Olivier Burger, who is our HR Manager at group level. I will give the floor to Olivier, who will shed light for you on that. It still remains topical, of course, people are still working from home in many instances.
Olivier Burger
executiveThank you. In terms of volume, just to give you an idea of the ballpark figure we're talking about in Worldline, homeworking 12 -- 20,500 employees in more than 50 countries. We have more than 90% of our employees who are working for home. And we managed and took account of the cycles of risks and the quality of life at work in the following manner. Firstly, we communicated a lot with our managers and our employees. We reached out to them, supplied to them handbooks and guides on how to work from home, and that's for managers and our employees with the rules to be abided by to -- manage to successfully work from home. We have webinars that we set up. We had a communication to our teams to help them to cope with the situation. We also communicated with the more solitary employees, people who don't have a family with them at home and who needed more help and support as they were working from home. In some countries, like in France, for example, we set up platforms for doctors and psychologist services to be extended and social assistances as well. In terms of compensation, we helped to defer expenses in terms of hardware and subscriptions. Depending on the country, the amounts varied. Also, we did a lot of people polls to see what our staff members thought, so as to involve them in the way in which we were doing things. We had working groups that we set up. Including in the people polls, for the employees, we dedicated some of our questions in there to this mode of working and new modes of working after the crisis, too. And then finally, the national management teams comprise managers and human resources, people and logistics experts to make sure that we always have 2 fundamental pillars of our management available to help us to manage this crisis with regard to the health of our team members and also the continuity of our business operations. Thank you, Gilles, for giving me the floor on that.
Gilles Grapinet
executiveThank you, Olivier. You may like to stay where you are because we have another question coming up now that is particularly -- this one that particularly echos the importance of corporate social responsibility. And this concerns the tying in of social partners in the CSR policy. I'll read the question. How concretely have you tied in social partners at group level and locally to engage your company in a fair transition? Are you going to publish their opinion on your vigilance plan? Are you going to publish their opinion on your performance? Do you have enough financial performance documents? That's the question. There are a couple of questions.
Olivier Burger
executiveWell, we've tied in not just social partners but employees at large in several ways. Firstly, at group level, currently, Worldline has become an independent group now. We set up a Special Negotiating Body and SNB so to set up a European Works Council. So we're currently negotiating the setting up of that EWC. And in the documents constituting the EWC, we suggest -- certain social partners have suggested we should comprise CSR for the future European Works Council. So the social partners will be tied in at the highest levels. Also, we've been tying in the employees via the 2 people representing employees who sit on the Board committee in charge of CSR. We mentioned Trust 2025 already. That comprises all of the items concerning CSR for the coming 5 years. And we have a lady representative of the Economic and Service Council who feeds into the workings of the Board and the CSR committee. So to dial up also locally and nationally enabled us to take account of a lot of items to do with ethics corporately, the whistleblowing mechanisms, the diversity policy training. And these are the internal dialogue that takes place, enabling us to report our new policies and new arrangements set in place. Also, the employees and the social partners take part in working groups as we held on the purpose of the company. There is on that, as we call it in French, more than 600 employees and social partners, too, fed into the process to define our purpose, [ a race ] on debt and the corporate values. That, in sum, is how we've been tying in the stakeholders, social partners in the CSR policy elaboration and also comprising the different teams to do with the duty of vigilance plan, the ethics policy and all of the topics revolving around CSR that you'll find in Trust 2025. Thank you. Mr. Gilles Grapinet.
Gilles Grapinet
executiveIndeed, this is a very rich debating topic, including with our employee Board members and in the CSO committee of the Board. Thank you very much, Olivier, for those answers. In the meanwhile, we have started to receive in questions in real time via the website. Here's the first one. It is -- do you think that international travel will bounce back in the near term? And in that context, would you revise upwards your growth prospects? Mr. Julian has asked that question. Maybe I could answer that. I think what I can say on that is that, at the moment, it's premature. It's early days yet to try and answer such a question. In fact, we've already actually integrated into our guidance the possibility of a certain recovery in the second half of the year of travel within the European Union, that is in the European Union neighboring countries where we have the core part of our business. And Eric underscored the underlying elements in our guidance. So we think that we'll return to traveling once again, but mainly within the European Union to start off with. So there's potentially something we did not take into account in our guidance. That was the massive resumption of international intercontinental travel in the second half, the Chinese, the Americans, Latin Americans traveling around the world. Will that happen or not? We don't know. It's early days yet. And at this stage, we don't observe bookings, advanced booking being made in hotels or with airlines. No massive bookings for now. But our guidance was put together saying at least, so that opens the door to other possibilities. If during the summertime, we anticipate massive flows of intercontinental travelers, business travelers or leisure travelers, if there are going to be bigger numbers than we initially anticipated coming to Europe, for example, we will then revisit our ambitions. But for the moment, we just can't say. There's another question that I'll perhaps take, too, which is the following. Mr. [ Jean-Claude ] asked us, do you intend to pay a dividend in the coming few years? That's his question. Well, thanks for asking the question. It's part of the road map that the group has set down for itself that we published as soon as we IPO'ed, that is in June 2020 -- 2014, subject -- as you'll recall, subject to strategic development taking place because we do have to take part in the consolidation of this industry. And up to now, it's clear that our Board considers that value creation for shareholders via this active participation and the consolidation of our industry, the payments industry, is justified the fact that postponing the payment of a dividend so as to retain monies in the company to plough into our future development. And I think that choice -- as we've seen, as George Pauget recalled, I think that choice proved to be the right one made by the Board. So it's quite clear then that if we see how consolidation is still in full throttle at the moment, we can see how this is very much the focus of our Board in order to continue with strategic development for Ingenico. This is a very strong priority for the group. But in the long term, Worldline has -- wants to achieve profitability growth and also wants to generate disposable cash flow, of course. And of course, this would make paying the dividend credible. We're working with the management team, and we hope to do both things at the same time, consolidation, but -- and also decide that we have the means to be able to pay a dividend. But this is not the subject for 2021, as you know. So that was that question. Now I think we have the time to take a last question. Yes, we have a question which is extremely interesting. And so what do you expect in terms of the impact of the EPI? So this is a European Payments Initiative, which would give Europe a very large payment brand. It will be kind of like a MasterCard for Europe or Visa for Europe. So would it be negative or positive for a group like Worldline? So I'm going to hand over to Marc-Henri Desportes to answer this very important question in terms of payments in Europe.
Marc-Henri Desportes
executiveThank you, Gilles. So yes, very important pertinent question then. As you started to say, EPI is a new European Payments Initiative launched by European banks in various countries, Belgium, France, Germany, and this was done in July 2020. This initiative was very positively received by the European regulatory authorities, and we added our voices to that recently. And also, Nets, which is another major payments service provider. So this just goes to show this -- our support and our interest in this initiative. Now how can this initiative then impact us? So we look at this from a positive standpoint, first of all, because creating a European payment system, this will allow us to achieve a scale effect and also have better control over the solutions for payments, and this will allow us to unify as well payment system. So this is very interesting. And also, of course, it's a long-term project as well. On the other hand, this will be the opportunity to update platforms and also to propose these to consumers. And as we are processes of these financial institutions, it's an activity for us and a way of allowing us to evolve our solutions, using the scale effects given our size in Europe and the different countries that we are present in. So I would say this is an evolution which is positive in terms of scale and also positive for our domestic market. Now once again, this is in the long term because we're creating payment system and getting this accepted by hundreds of millions of consumers is something that takes a long time. And of course, this will go on over the next 4 or 5 years to come.
Gilles Grapinet
executiveThank you, Marc-Henri. I would also add something to this, this comment as a European citizen, and I hope that many other people will share me -- share my point of view, excuse me. So this pandemic has shown us that the need to -- needs in Europe a very real. So this is a very good initiative taken by the 16 different banks. They want to occupy this space, have a very authentic brand and a payment system. So Europe created it's own currency, but we didn't have a brand for our payments. So we are a very powerful -- a great power. So what the Europeans can do for themselves, of course, you have payment brands which are non-European, came into take charge of payments within Europe. So you can travel between various countries in Europe, but you do nevertheless pay commission to non-European players for circulating the single currency. So this is a geostrategic element. But of course, in the context, after the crisis, I think that this project is part of the awareness raising in Europe that -- of this desire for independence and be in charge of our destiny. So I think that this is a major project. It will take a long time. But what is good is that there's a desire to do this and also everybody is aligned on this. So I think that we can be quite confident that Worldline can participate in this initiative. We will play our part, and this is part of our role. And also our mission as well to help where we can and participate in these large European projects and see if we can deploy this project and have a unified platform rather than very many different platforms. So we will keep you informed if this project goes ahead. It's often talked about in the media. So I think that we can all see how it progresses. And anyway, we'll talk more about this during the year. So time is pressing. And I think that we have answered those questions. Now I'd like to thank our shareholders for those questions. And I think it's now time to go to voting the resolutions. I will now then hand the floor to our Secretary for Brewer -- Charles-Henri de Taffin, for the -- to present the result of the votes. And those -- so people voted online, and so the voting was open until 3:00 yesterday afternoon.
Charles-Henri de Taffin
executiveThank you, Gilles. So we are going to look at the results of the vote. Then let remind you that the quorum is 77%. Now Resolution #1, approval of the company financial statements. This is adopted to the tune of 49,000. Resolution 2. This is adopted 99.98% of the votes. Third resolution on the allocation of net income for the financial year. This is adopted 99.99% of votes. Resolution 4, on agreement entered into between Worldline and SIX Group AG. This was also adopted more than 99.99% of votes. 5 -- Resolution 5, on the business combination agreement between Worldline and DSV. This was adopted more than 99.99%. Resolution 6, on renewing Madam Agnès Audier. This was adopted 99.54% of votes. Seventh resolution, renewal of Nazan Somer Özelgin as a Board member. This was adopted 99.53% of votes. Eighth resolution, renewal of Danielle Lagarde. This was adopted to the tune of 91.67%. The ninth resolution on the renewal of Lorenz von Habsburg Lothringen as a Board member. This was adopted 86.46% of votes. Tenth resolution, renewal of Ms. Daniel Schmucki as Board member. This was adopted at 92.15% of votes. 11th resolution, renewal of Mr. Johannes Dijsselhof as Censor, adopted to the tune of 64.83% of votes. So Resolution 12, information concerning remuneration for 2020 for all the corporate officers. This was adopted 97.62% of votes. Revolution -- Resolution 13, elements of compensation benefits for the financial year ending December 31 are awarded to Mr. Gilles Grapinet, Chairman and Chief Executive Officer, adopted 62.65% of votes. Resolution 14, elements of compensation benefits paid in 2020 are awarded to Mr. Marc-Henri Desportes, Deputy Chief Executive Officer. This was adopted at 62.75% of votes. 15th resolution on the approval of compensation policy applicable to the Chairman and Executive Officer, 2021, adopted to 93.72% of votes. 16th resolution, compensation policy applied to the Deputy CEO for 2021, adopted a 93.74% of votes. 17th resolution, compensation policy for CEO 2021 adopted to the tune of 99.71% of votes. 18th resolution, compensation policy applicable to nonexecutive directors, adopted 99.99% of votes. 19th resolution on the authorization to give to the Board of Directors for the purchasing, holding or transferring shares of the company, adopted 98.43% of votes. The 20th resolution, delegation given to the Board to decide the issue of shares while maintaining the preferential subscription rights -- so for shares or securities to enter into the direct capital, adopted 89.82% of votes. 21st resolution on the delegation to the Board of Directors to decide on the issue of shares without preferential subscription rights conferring to the shareholders prior to subscription was adopted at 89.56% of votes. Resolution 22, delegation to the Board of authority to decide the issue of shares without PSR, for shares securities carrying right to the allocation of debt instruments through public offerings mentioned in article adopted to the tune of 87.07% of votes. 23rd resolution, to increase the number of shares to be issued with capital interest with or without preferential subscription right, adopted 84.27% of votes. 24th resolution, delegation to the Board of Directors for authority decide to issue the shares or securities giving access to the share capital without preferential subscription right and in consideration for the contribution in kind relating to equity securities or securities giving access to the capital other than a public exchange offer, adopted 98.19%. 25th resolution, delegation to the Board of Directors to decide the issue of shares without the PSR reserved for people with certain characteristics. This was adopted 98.19% of votes. The 26th resolution, to increase shares with the BSF, so for employees, executive officers or affiliated companies or group of company with the share plan at 90.57% of votes. 27th resolution, to increase share capital in the company with the PSR. So this is for benefit -- class of beneficiaries, consistent of employees and/or corporate officers of the corporate foreign subsidiaries. This was adopted 90.59% of votes. 28th resolution on the authorization to be given to the Board of Directors to grant options to subscribe for or to purchase shares to the employees and for the corporate offices of the company and/or its affiliated companies, adopted 94.18% of votes. 29th resolution, delegation to the Board to grant free performance shares to the employment and/or corporate offices of the company and/or its affiliated companies, adopted 95.48% of votes. 30th resolution, approval of the draft contribution agreement subject to the regime governing spin-offs by the company of its operational and commercial activities and the related support functions for the benefit of Worldline France SAS, a wholly owned subsidiary of the company, approval of the contribution, its valuation and its consideration, adopted 99.63% of votes. And finally, the 31st resolution on powers. This has been adopted more than -- to the tune of 99.99% of votes.
Gilles Grapinet
executiveThank you very much, Charles-Henri. Ladies and gentlemen, shareholders, you will find all these results then on our website. I'd like to thank once again, Thierry Sommelet and Mr. Lionel Parisot for having been the scrutineers for today. I'd like to take this opportunity as well to say that, of course, normally speaking, you will have understood this from the report of Mr. Lorenz Habsburg, this is a last opportunity for me to chair this general assembly. So thank you for this honor that you have bestowed on me. I'm going to pass over the chair then to Mr. Bernard Bourigeaud, who will be -- and this will begin at the beginning of the third quarter. And I know that our assembly will be able to rely on his huge experience, and he will be able to ensure the continuity for the benefit of Worldline. Thank you to you all for your participation, and see you soon. [Statements in English on this transcript were spoken by an interpreter present on the live call.]
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