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Universal Registration Document
URD
2022
OVERVIEW OF COFACE
1. PRESENTATION OF THE COFACE GROUP
1.1 History of the Group
1.1.1 Creation and changes to shareholding structure
1.1.2 The Group’s international expansion
1.1.3 Strategy
1.2 Presentation of the credit insurance market and the competitive environment
1.2.1 Credit insurance market
1.2.2 Competitive environment of the Coface Group
1.3 Principal activities
1.3.1 Credit insurance and related services
1.3.2 Factoring
1.3.3 Bonding
1.3.4 Business information and other services
1.4 Positioning of the Coface Group region by region
1.5 Group strategy
1.5.1 Ambitions and objectives of the Build to Lead strategic plan
1.5.2 Strengthening Coface’s leadership in credit insurance
1.5.3 Developing specialised adjacent activities that complement trade credit insurance
1.5.4 A dynamic capital management model
1.6 Group organisation
1.6.1 Strategy and Development Department
1.6.2 Commercial Underwriting Department
1.6.3 Commercial Department
1.6.4 Audit Department
1.6.5 Finance and Risk Department
1.6.6 General Secretariat
1.6.7 Business Technologies
1.6.8 Operations Department
1.7 Information systems and processes
1.7.1 General introduction
1.7.2 Group applications and tools
1.8 The Group’s regulatory environment
1.8.1 Credit insurance activities
1.8.2 Factoring activities in Germany and Poland
1.8.3 Business information and debt collection activities
2. CORPORATE GOVERNANCE
2.1 Structure and operation of the Board of Directors and its specialised Committees
2.1.1 Details of the members of the Board of Directors for financial year 2022
2.1.2 Experience and offices of the members of the Board of Directors
2.1.3 Operation of the Board of Directors
2.1.4 Activities of the Board of Directors in 2022
2.1.5 Diversity policy applied to the members of the Board of Directors
2.1.6 Assessment of the Board’s work in financial year 2022
2.1.7 Analysis of the independence of members of the Board of Directors
2.1.8 Specialised committees, offshoots of the Board of Directors
2.1.9 Fitness and probity policy
2.1.10 Conflict of interest prevention rules applicable to directors
2.1.11 Statement of conflicts of interest
2.1.12 Code of corporate governance
2.1.13 Limitations on the powers of general management
2.2 Chief Executive Officer and Group general management specialised committees
2.2.1 Experience and offices of the Chief Executive Officer
2.2.2 Composition and experience of the members of the Group Management Board
2.2.3 Other committees chaired by the Chief Executive Officer
2.3 Compensation and benefits paid to managers and corporate officers
2.3.1 Employee compensation policy
2.3.2 Compensation policy for corporate officers
2.3.3 Summary of the compensation of each executive director for financial years 2021 and 2022
2.3.4 Compensation of executive directors for financial years 2021 and 2022
2.3.5 Compensation of members of the Board of Directors for financial years 2021 and 2022
2.3.6 Stock options or warrants awarded in financial year 2022 to each executive corporate officer by the Company or by any company in the Group
2.3.7 Stock options or warrants exercised in financial year 2022 by each executive corporate officer
2.3.8 Free shares awarded during financial year 2022 to each corporate officer
2.3.9 Shares which have vested in financial year 2022 for each corporate officer
2.3.10 History of stock option or warrant awards – information on subscription or purchase options
2.3.11 Stock options or warrants granted to the top ten employees who are not corporate officers
2.3.12 History of free share awards
2.3.13 Employment contracts, retirement indemnities and indemnities in the event of termination of the duties of the executive directors
2.3.14 Amounts placed in reserve or otherwise recorded by the Company or its subsidiaries for the purposes of paying pensions, retirement or other benefits
3. COMMENT ON THE FINANCIAL YEAR
3.1 Economic Environment
3.2 Significant events of 2022
3.2.1 Governance evolution
3.2.2 Natixis announces the sale of its residual stake in COFACE SA
3.2.3 Anticipated impacts of the Ukraine crisis
3.2.4 Financial and non-financial rating agency
3.2.5 Success of its debt management exercise
3.2.6 Coface New Zealand: new branch opens
3.3 Comments on the results as at December 31, 2022
3.3.1 Group performance
3.3.2 Turnover
3.3.3 Underwriting income
3.3.4 Investment income, net of management expenses (excluding financing costs)
3.3.5 Operating income
3.3.6 Net income (Group share)
3.4 Group cash and capital resources
3.4.1 Coface Group debt and sources of financing
3.4.2 Group solvency
3.4.3 Return on equity
3.4.4 Off-balance sheet commitments
3.5 Post-closing events at December 31, 2022
3.5.1 Acquisition of North America data analytics boutique Rel8ed
3.6 Outlook
3.6.1 Economic environment
3.6.2 Outlook for the Coface Group
3.7 Key financial performance indicators
3.7.1 Financial indicators
3.7.2 Operating indicators
3.7.3 Breakdown of the calculation of ratios as of December 31, 2022
3.7.4 Alternative performance measures (APM)
3.8 Investments outside the investment portfolio
4. FINANCIAL ITEMS
4.1 Consolidated financial statements
4.1.1 Consolidated balance sheet
4.1.2 Consolidated income statement
4.1.3 Consolidated statement of comprehensive income
4.1.4 Statement of changes in equity
4.1.5 Consolidated statement of cash flows
4.2 Notes to the consolidated financial statements
4.3 Parent company financial statements
4.3.1 Balance sheet
4.3.2 Income statement
4.4 Notes to the parent company financial statements
4.5 Five-year summary of Company results
4.6 Other disclosures
4.7 Statutory auditors' report on the consolidated financial statements
4.8 Statutory auditors' report on the statutory financial statements
5. MAIN RISK FACTORS AND RISK MANAGEMENT WITHIN THE GROUP
5.1 Summary of main risks
5.2 Definition and measurement of risks
5.2.1 Credit risk
5.2.2 Financial risk
5.2.3 Strategic risk
5.2.4 Reinsurance risk
5.2.5 Operational and compliance risk
5.2.6 Climate change risks
5.3 Risk governance
5.3.1 Internal control system
5.3.2 Accounting control system
5.3.3 Governance of the internal control system
5.4 Outlook
6. NON-FINANCIAL PERFORMANCE REPORT
6.1 Overview of Coface’s CSR strategy
6.2 Coface, a responsible insurer
6.2.1 Client satisfaction
6.2.2 Integration of CSR into the commercial policy
6.2.3 Environmental and social impact of investments
6.2.4 Fair practices
6.3 Coface, a responsible employer
6.3.1 Key figures
6.3.2 A new worldwide HRIS: added value for Human Resources and employees
6.3.3 Diversity, inclusion and equal opportunities
6.3.4 Attracting, developing and retaining talent; engaging employees
6.4 Coface, a responsible enterprise
6.4.1 General environmental policy
6.4.2 From measuring the carbon footprint to setting a net-zero trajectory
6.5 Driving the culture
6.6 European taxonomy
6.6.1 Investment indicator
6.6.2 Underwriting indicator
6.7 Standards and methodology
6.7.1 Methodology for identifying non-financial risk
6.7.2 General organisation of reporting
6.8. Report of one of the Statutory Auditors, appointed as independent third party, on the verification of the consolidated non-financial performance statement
7. SHARE CAPITAL AND OWNERSHIP STRUCTURE
7.1 General information concerning the capital of COFACE SA
7.1.1 Share capital subscribed and share capital authorised but not issued
7.1.2 Shares not representing capital
7.1.3 Own shares and the acquisition of treasury shares by the Company
7.1.4 Other instruments giving access to capital
7.1.5 Conditions governing any right of acquisition and/or any obligation attached to shares that are subscribed, but not paid up
7.1.6 Share capital of any company in the Group that is under option or subject to an agreement to place it under option
7.1.7 Pledge, guarantees and sureties granted on the Company’s share capital
7.1.8 History of capital
7.1.9 Transactions carried out by persons with executive responsibilities in 2022
7.2 Distribution of capital and voting rights
7.2.1 Distribution of capital
7.2.2 Voting rights of the majority shareholder
7.2.3 Declaration relating to the Company’s control by the majority shareholder
7.2.4 Crossing of disclosure thresholds
7.2.5 Employee profit-sharing
7.3 Stock market information
7.3.1 The COFACE share
7.3.2 Dividend distribution policy
7.3.3 Trends in the share price and monthly trading volumes
7.3.4 Monthly transactions in 2022
7.3.5 List of regulated information published in 2022
7.4 Factors liable to have an effect in the event of a public offering
7.5 Material contracts
8. GENERAL MEETING
8.1 Draft Report of the Board of Directors on the draft resolutions submitted to the Combined General Meeting
8.1.1 Resolutions within the remit of the Ordinary General Meeting
8.1.2 Resolutions within the remit of the Extraordinary General Meeting
8.1.3 Extract of the COFACE SA corporate governance report (appendix relating to the 6th, 7th, 8th, 9th, 10th and 11th resolutions)
8.2 Resolutions submitted to the vote of the Combined Shareholders’ Meeting of May 16, 2023
8.2.1 Draft agenda
8.2.2 Draft resolutions to be submitted to the Combined General Meeting
8.3 Statutory auditors’ special report on regulated agreements
8.4 Statutory auditors’ report on the reduction of capital
8.5 Statutory auditors’ report on the capital increase with cancellation of preferential subscription rights reserved for employees enrolled in a company savings plan
8.6 Statutory auditors’ report on the capital increase with cancellation of preferential subscription rights reserved for a specified category of beneficiaries
8.7 Statutory auditors’ report on the authorisation to award bonus shares, whether existing or to be issued
9. ADDITIONAL INFORMATION
9.1 Memorandum and Articles of Association
9.1.1 Legal corporate name
9.1.2 Location and registration number
9.1.3 Date of formation and term
9.1.4 Head office, legal form and applicable laws
9.1.5 Articles of Association
9.2 Persons responsible
9.2.1 Names and positions
9.2.2 Statement by the person responsible for the Universal Registration Document
9.3 Documents accessible to the public
9.4 Statutory Auditors
9.4.1 Principal Statutory Auditors
9.5 Selected financial information over three years
9.6 Main ratings of the Coface Group at February 28, 2023
9.7 Cross-reference table
9.7.1 Universal Registration Document
9.7.2 Annual financial report
9.7.3 AMF tables on the compensation of corporate officers
9.7.4 Assessment of the Board’s work
9.7.5 Shareholders’ Meeting
9.8 Incorporation by reference
9.9 Glossary
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2022
Universal Registration Document
including the Annual Financial Report
2022 Universal Registration Document
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