Presentation of the Coface Group
1.1History of the Group
COFACE SA (“the Company”) is the holding company of the Coface Group (“the Group”). It performs its activities through its primary operating subsidiary, Compagnie française d’assurance pour le commerce extérieur, and its subsidiaries. The key dates in its history are described below.
1.1.1Creation and changes to shareholding structure
Compagnie française d’assurance pour le commerce extérieur was created by decree in 1946 and established in 1948 to support French foreign trade. It is the source of the Group as it exists today. Its first shareholders – insurance companies, banks and other financial establishments – were primarily controlled by the French State. Following the privatisation of a large number of these companies in the 1980s, the French government’s indirect holdings gradually decreased.
With the privatisation of SCOR (a result of the privatisation of UAP), its major shareholder, most of the capital of Compagnie française d’assurance pour le commerce extérieur became private, but Coface continued to manage State guarantees on behalf of the French State.
Compagnie française d’assurance pour le commerce extérieur was listed on the primary market of the Paris Stock Exchange by its shareholders.
Natexis Banques Populaires, established through the acquisition by the Caisse centrale des banques populaires of Natexis, the latter resulting from the merger of the Group’s two original shareholders (Banque française du commerce extérieur and Crédit national), acquired 35.26% of the Compagnie française d’assurance pour le commerce extérieur share capital from SCOR and became its majority shareholder, owning 54.4% of the share capital.
After Compagnie française d’assurance pour le commerce extérieur was delisted from the Paris Stock Exchange in 2004, it became a wholly owned subsidiary of Natixis, the entity born out of the merger between Natexis Banques Populaires and Ixis CIB. Natixis is the financing, asset management and financial services bank of Groupe BPCE, one of the leading French banking groups, which was created by the merger of the Banques Populaires and Caisses d’Epargne in 2009.
The Company strengthened its equity through two capital increases, fully subscribed by Natixis, for €50 million and €175 million respectively, in view of maintaining the Group’s solvency margin in the sharp economic slowdown at that time.
On June 27, the Company launched an initial public offering (IPO) on Compartment A of the Euronext Paris regulated market. The offering concerned a total of 91,987,426 shares, representing 58.65% of its capital and voting rights.
The Company proceeded with two share buyback programmes, of €30 million and €15 million respectively, under the second pillar of the Fit to Win strategic plan, with the aim of improving the capital efficiency of its business model.
On June 24, the Euronext Expert Indices Committee included COFACE SA in the SBF120, the flagship index of the Paris Stock Exchange. This was thanks to the improved liquidity of Coface securities and an increase in its market capitalisation.
On February 25, Natixis announced the sale of 29.5% of the capital of COFACE SA to Arch Capital Group Ltd (“Arch”). Completion of the transaction was subject to obtaining all the required regulatory authorisations. At December 31, Natixis’ stake in the Company’s capital remained at 42.20% pending the completion of the transaction.
On October 26, the Company launched a €15 million share buyback programme. Through the Build to Lead strategic plan, Coface continues to improve the capital efficiency of its business model.
On February 10, Natixis and Arch Capital Group announced that the sale of 29.5% of COFACE SA’s shares had obtained all the necessary approvals. Following this transaction, Natixis’ stake in the Company’s capital stood at 12.7%.
On January 6, Natixis announced the sale of its remaining stake in COFACE SA. This disposal represented approximately 10.04% of COFACE SA’s share capital, or 15,078,095 shares. It was carried out by means of an accelerated bookbuild (ABB) at an average price of €11.55. As a result of this transaction, Natixis no longer holds any shares in COFACE SA.
1.2Presentation of the credit insurance market and the competitive environment
1.2.1Credit insurance market
The purpose of credit insurance is to protect a company against default on payment of its trade receivables. It provides conditional insurance coverage on counterparties approved by the insurer. The solution offers two basic services: the prevention of debtor risks – by selecting and monitoring insured buyers – and the collection of unpaid receivables. In the classic form of the product, these two services are the main hallmarks of the expertise of sector players.
The Group’s principal activity concerns short-term credit insurance (defined by risks of no more than 12 months), which is a market representing around €10 billion in premiums. The Group is also active in the medium-term credit insurance market through its Single Risk offer. This is a global market which is often syndicated, with a value of some €2 billion in premiums. In 2023, the Single Risk business represented approximately 1.3% of the Group’s consolidated turnover.
The Group believes that the credit insurance sector has significant growth potential. The penetration rate of credit insurance in the overall volume of trade receivables worldwide remains low – estimated at 13% by the ICISA (1) (International Credit Insurance and Surety Association) – offering real potential for client acquisition. However, long term growth in the sector remains modest, at around 3%, and typically fluctuates between 0% (2016) and 5% (2005-2009, 2019) when driven by the global economy (2). In 2020, however, the market contracted by more than 5% due to the economic crisis caused by Covid-19. This contraction then gave way to a dynamic recovery since 2021, reinforced by the effects of inflation in 2022, when the sector recorded exceptional growth of 15%.
1.3Principal activities
Coface applied IFRS 17 and IFRS 9 accounting standards from January 1, 2023. All comparisons are made using the pro forma 2022 IFRS 17 figures presented on April 27, 2023.
The Group’s activities are mainly focused on credit insurance, which represented 88.9% of its revenue in 2023. This entails providing businesses with solutions to protect them against the risk of client debtor insolvency in both their domestic and export markets.
The Group is also present in the factoring market, in Germany and in Poland, and in the surety bond market in Italy, France and Germany mainly. In some countries, mainly in Central Europe and Israel, the Group has historically sold business information and debt collection products. In 2020, the Group decided to modernise and deploy its information offering globally. It reviewed its product range, strengthened the sales force and upgraded its technology platform. The Group built a sales organisation adapted to the needs of the information market, enabling it to drive strong growth. The information services business thus saw its revenue grow by 17% in 2023.
The Group generates its consolidated turnover of €1,868 million from approximately 100,000 clients (1). Average annual income per client is less than €30,000 and is generated in very diversified business sectors and geographic regions.
The Group does not consider itself to be dependent on any particular policyholders. For the financial year ended December 31, 2023, the largest policyholder represented less than 1.75% of its consolidated turnover.
The following table shows the contribution of these activities to the Group’s consolidated turnover (at current FX and perimeter, restated for IFRS 17) at December 31, 2022 and 2023:
/Consolidated turnover by business line
(in thousands of euros and as a % of the Group total) |
See |
Dec. 31, 2023 |
Dec. 31, 2022 |
||
(in thousands of euros) |
(as a %) |
(in thousands of euros) |
(as a %) |
||
Gross earned premiums – Credit |
|
1,464,765 |
78.4% |
1,432,845 |
79.6% |
Gross earned premiums – Single Risk |
|
24,644 |
1.3% |
20,510 |
1.1% |
Gross earned premiums – Credit insurance |
|
1,489,409 |
79.7% |
1,453,355 |
80.8% |
Fee and commission income (1) |
|
171,374 |
9.2% |
158,574 |
8.8% |
Other related benefits and services (2) |
|
51 |
0.0% |
39 |
0.0% |
Turnover from credit insurance activity |
1.3.1 |
1,660,834 |
88.9% |
1,611,968 |
89.6% |
Gross earned premiums – Bonding |
1.3.3 |
69,654 |
3.7% |
62,307 |
3.5% |
Financing fees |
|
34,688 |
1.9% |
32,888 |
1.8% |
Factoring fees |
|
40,794 |
2.2% |
41,126 |
2.3% |
Other |
|
(2,797) |
(0.1%) |
(3,600) |
(0.2%) |
Net income from banking activities (factoring) |
1.3.2 |
72,686 |
3.9% |
70,414 |
3.9% |
Business information and other services |
|
56,419 |
3.0% |
48,359 |
2.7% |
Receivables management |
|
8,638 |
0.5% |
5,982 |
0.3% |
Turnover from information and other services |
1.3.4 |
65,057 |
3.5% |
54,341 |
3.0% |
Consolidated turnover |
|
1,868,231 |
100.0% |
1,799,030 |
100.0% |
|
1.4Positioning of the Coface Group region by region (5)(6)
Thanks to its leading international presence, the Group organises its business lines around seven geographic regions in which it sells its products:
- ●Western Europe;
- ●Northern Europe;
- ●Central Europe;
- ●Mediterranean & Africa;
- ●North America;
- ●Latin America;
- ●Asia-Pacific.
Group activities in the Western Europe region
/Availability of the Group’s offering
Key figures
The Group, which currently employs approximately 1,097 people in the Western Europe region, generated turnover of €380.1 million in the region, or 20.3% of its total turnover for the financial year ended December 31, 2023.
Classification of countries and offering
The Group’s activities in Western Europe are heavily oriented towards the sale of credit insurance policies. However, there are also certain local features, for example the Group also sells bonding products in France and Single Risk policies in the United Kingdom and France. All countries in this region have significantly strengthened their information offering in line with the Build to Lead strategic plan.
Marketing and strategy
Western European countries are mature credit insurance markets. The offering is mainly distributed through specialised credit insurance brokers. Large brokers use their own international distribution network or third-party distribution partners, particularly for international programmes. In France, Coface rounds out its distribution network with a direct sales force across France and is diversifying its multi-channel sales approach by developing partnerships with banks.
1.5Group strategy
In 2024, Coface will launch its new strategic plan Power the Core for the 2024-2027 period. This plan succeeds the Fit to Win (2016-2019) and Build to Lead (2020-2023) strategic plans. These plans have strengthened Coface’s leadership in credit insurance. They placed the client at the centre of its activities and enabled the development of specialised activities adjacent to credit insurance, such as information services.
The objective of Power the Core (2024-2027) plan is to establish the conditions to sustain Coface’s robust performance in an increasingly competitive and uncertain environment. Power the Core is structured around three main pillars:
- 1 .Strengthening Coface’s leadership in credit insurance;
- 2 .Expanding the Business Information services in synergy with credit insurance;
- 3 .Investing in data, technology and connectivity to serve clients and our business lines.
The Group will also continue to manage its capital more effectively so it can secure the resources needed to finance its growth.
- ●an undiscounted combined ratio at ~78%,
- ●a return on average tangible equity (RoATE) of 11.0%, at the current level of interest rate environment,
- ●a solvency ratio towards the upper end of the 155%-175% target range,
- ●a payout ratio of at least 80% of net income,
- ●an additional contribution from Business Information services to group RoATE of 50bp starting in 2027.
1.5.1Strengthening Coface’s leadership in credit insurance
Maintain consistent, disciplined, agile and transparent risk management
Coface stands out for the quality of its underwriting and its risk management. Power the Core will strengthen fundamentals while capitalising on the opportunities offered by new technologies. Commercial underwriting processes will be fully digitalised with a single interface. This will improve teams’ efficiency and the consistency of decisions. Artificial intelligence will be used to strengthen the automation and justification of risk underwriting decisions.
Accelerate profitable growth in high-potential segments and markets
Develop multi-channel distribution for mid-caps and SMEs
Coface will differentiate its sales approach and services to adapt them to the needs of its brokers and build their loyalty. The Group will also strengthen its direct sales forces and its network of partners in high-potential countries to better target mid-caps and SMEs.
Strengthen our value proposition for international key accounts
Coface is one of the few players in the credit insurance market to offer solutions adapted to the needs of international key accounts, which are keen to develop their export activities while controlling their credit risk. With teams present in 35 countries, Coface Global Solutions (CGS) offers unique international coverage, able to issue policies in 100 countries.
The Group will continue to roll out its GlobaLiner offering, adapted to international customers. GlobaLiner will continue to improve the client experience and the adaptation of insurance policies in the 100 countries in which Coface operates worldwide.
Propose a credit insurance offer adapted to demand in certain markets
The Group will roll out a non-cancellable credit insurance offering that meets the needs of markets such as the United States and Japan. In doing so, the Group will continue to maintain its risk management discipline.
Coface will adapt its strategy to better address the under-penetrated SME segment by rolling out EasyLiner in several target countries. The subscription of EasyLiner has been made easier and is carried out on an online portal in order to remove the main obstacle to the adoption of credit insurance by SMEs.
Continue to simplify the client experience and operations
The Group will complete the simplification of its offering, which it began under the Build to Lead strategic plan, with the X-Liner range. It will deploy initiatives to commit all employees to high service quality objectives. Client retention and satisfaction will be enhanced with the transformation of key claims and contract management processes.
1.6Group Organisation
The Group’s organisation includes seven regions and functional departments. Each of the Group’s seven regions is headed by a regional director who is a member of the Group’s Executive Committee.
This organisation, built on clearly defined responsibilities and transparent governance, aims to facilitate the implementation of the Group’s strategic guidelines.
- ●the Strategy and Development Department, headed by Thibault Surer, to which the Strategic Planning, Marketing & Innovation, Partnerships, Economic Research, Datalab and Information teams report;
- ●the Commercial Underwriting Department, headed by Cyrille Charbonnel. This department comprises the Risk Underwriting, Claims & Collections and Recovery, and Commercial Underwriting Departments;
- ●the Commercial Department, led by Nicolas Garcia;
- ●the Audit Department, led by Nicolas Stachowiak;
- ●the Finance and Risk Department, headed by Phalla Gervais;
- ●the General Secretariat, led by Carole Lytton, which includes the Legal, Human Resources, Compliance and Communications departments;
- ●the Business Technologies Department, headed by Keyvan Shamsa;
- ●the Operations Department, headed by Declan Daly.
In the corporate functions (Risk, Actuarial, Compliance and Audit), the regional departments report to head office to ensure consistency in their strategy across the Group and that control activities are performed effectively and independently. For other functions, functional ties are organised according to the principle of a strong matrix organisational structure.
1.6.1Strategy and Development Department
- ●Strategic Planning, which is in charge of strategic planning, strategic research and the Group’s development through external growth;
- ●Marketing & Innovation, which analyses competition (market studies), determines client segmentation, defines the Group’s product and service offering and pricing, and leads the innovation/digitalisation strategy as well as projects in this area;
- ●the Partnership Department, in charge of developing and setting up new distribution and fronting agreements;
- ●Economic Research, which performs analysis and publishes macroeconomic research;
- ●the Data Lab, in charge of supporting modelling, innovation and digital transformation projects;
- ●Information, which aims to develop information services. It is tasked primarily with selecting and coordinating information providers and service centres to supply the databases used by risk underwriting teams.
1.7Information systems and processes
1.7.1General introduction
The use of efficient, reliable and secure information systems is a major challenge for the Group in the context of its commercial offerings; the digital experience provided to its clients through its products and services is an important development focus. It is also equally important for its management, reporting and internal control procedures, since it provides a global perspective on the Group’s activities, the completion of its strategic plans and its development, the management of its risks, and the follow-up given to internal and external audit report recommendations.
In recent years, the Group has focused on aligning its information systems with its strategic objectives, and modernising, unifying and securing its business data. This approach has continued under the new strategic plan, which affords great importance to the streamlining of processes and the automation of information systems. In accordance with its disaster recovery plan (DRP), all servers worldwide are hosted in two external data centres located in the Paris region in France, which will soon be supplemented with a third cold data storage solution. All data are backed up on a private cloud. These two sites combine the Group’s information system equipment (servers, storage, backups, network and telecommunications equipment, security, etc.). In the event of a failure at one of these two sites, the other takes over in a completely transparent manner for all users. The “information systems” component of the DRP is tested twice a year.
The Group has chosen to guarantee a high level of expertise and quality in data management, and has chosen open information systems, which allow it to keep abreast of the technological developments needed for its activities, through a range of applications consisting of internally developed applications and software packages.
Furthermore, the Group’s information systems follow a quality process based on the ITIL (Information Technology Infrastructure Library) standard. Its development teams apply agile methods and an active certification process. As such, the Coface Group’s information systems have been ISO 9001 certified since 2000 (1).
Overall, thanks to this new architecture, maintenance costs have fallen and security and the assurance of business continuity have improved. The Group is committed to investing in its information systems, particularly to support its commercial and innovation strategy, while also controlling related expenses and investments.
The information systems allow staff to work remotely. In accordance with the business continuity plan (BCP), the Group has strengthened its resources to maintain security and availability outside the Company’s premises. This period was also an opportunity for criminals to develop their activities. The Group therefore decided to strengthen its security by increasing the resources allocated to both human and technical security. Processes were reviewed to ensure that security is taken into account, existing solutions were improved, and new ones have been added. This work has already proven effective in countering these ever-increasing attacks.
1.8 The Group’s regulatory environment
The Group is governed by specific regulations in each of the countries in which it operates its insurance or factoring activities, either directly, or through branches, subsidiaries or partnerships. In certain jurisdictions, information sales and/or debt collection activities may also be regulated.
1.8.1Credit insurance activities
General rules on oversight and control of the Group’s activities
The French Insurance Code (Code des Assurances), notably in Book III thereof, provides that an insurance company holding an authorisation from a Member State that allows it to perform its activities in one or more classes of insurance, may exercise these same activities, directly or through branch offices, under the European passport.
As an insurance company, Compagnie française d’assurance pour le commerce extérieur is subject to the provisions of the French Insurance Code and European Union regulations, in particular Solvency II. The Company and its branches in the European Union are placed under the supervision of the Autorité de contrôle prudentiel et de résolution (ACPR), an independent administrative authority. It ensures that insurance undertakings are always able to meet their commitments to their policyholders through the application of appropriate internal policies and a sufficient level of own funds. In this respect, level two controls have been put in place since 2008. They mainly relate to:
- ●regulatory licences and authorisations;
- ●compliance with personal data protection regulations;
- ●the implementation of procedures to guarantee the confidentiality of data;
- ●governance rules;
- ●compliance with anti-money laundering and counter-terrorist financing legislation;
- ●the Know Your Customer obligations incumbent on insurance companies; and
- ●the effectiveness of reporting procedures.
The Company, as a holding company for an insurance group, is likewise subject to the ACPR’s additional oversight as concerns compliance with the solvency standards (see Section 5.2.2 “Financial Risks”).
In accordance with Articles L.322-4 and R.322-11-1 to R.322‑11-3 of the French Insurance Code, any party (acting alone or in concert) that intends to increase or decrease its interest, directly or indirectly, in the share capital of the Company or Compagnie française d’assurance pour le commerce extérieur, such that the voting rights held by that party (or parties, in the case of a disposal or extension of interest made in concert) would go above or below the threshold of one tenth, one fifth, one third or one half of the voting rights in the Company or in Compagnie française d’assurance pour le commerce extérieur, is required to inform the ACPR of such plan and obtain its approval in advance. Pursuant to Article L.561-2 of the French Monetary and Financial Code, Compagnie française d’assurance pour le commerce extérieur is subject to the legislative mechanism relating to combating money laundering and the financing of terrorism. The current mechanism, codified under Title Six, Book V of the French Monetary and Financial Code, includes oversight of any practices whereby third parties would use insurance operations to engage in corruption or to reintroduce the proceeds of criminal offences into the legal economy. Transactions likely to be the result of an act of corruption, money laundering, or terrorism financing are analysed and, where applicable, result in a suspicious transaction report to TRACFIN (the French financial intelligence unit), which is the competent authority for these matters in France.
Following the entry into force in 2017 of the French law of December 9, 2016 on transparency, anti-corruption and the modernisation of economic life, known as the Sapin II law, the Group reviewed its internal procedures in order to verify their legal and regulatory compliance.
Prudential regime for insurance companies
The prudential regime for insurance companies, which applies to the Company as an insurance group as defined in Article L.356-1 5 of the French Insurance Code, comprises two aspects which govern their operation:
The companies of the Group operating outside of the European Union are likewise subject to a prudential regime.
Financial aspect of the prudential regime for insurance companies
- ( i )Directive 2009/138/EC of the European Parliament and of the Council of November 25, 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance, transposed by order and decree into the French Insurance Code in April and May 2015; and
- ( ii )its implementing texts, including the delegated regulations of the European Commission (“the Commission”), in particular Delegated Regulation (EU) 2015/35 supplementing the aforementioned directive, entered into force on January 1, 2016 (together, “Solvency II”).
The aim of Solvency II is, in particular, to achieve better understanding of insurers’ risks, and create a common system for all European Union members (see Section 5.2.2 “Financial risks”).
- ●the valuation of assets and liabilities;
- ●technical provisions;
- ●own funds;
- ●the solvency capital requirement;
- ●the minimum capital requirement; and
- ●the investment rules that must be applied by insurance companies.
In this regard, the insurance entities located in the European Union are branches of the Company. This makes it possible to pool all these entities’ assets and to leave only the minimum amount of cash required for operational requirements at the local level.
In other countries, regardless of the legal status of the entity concerned, the Group must comply with local regulations. To that end, the entities hold their asset portfolios and their cash locally in order to meet the asset-liability and solvency requirements set by local regulators.
Accounting aspect of the prudential regime for insurance companies
In addition to the general accounting obligations enacted by Articles L.123-12 et seq. of the French Commercial Code, the Group is subject to specific accounting rules for insurance companies, which have been codified under Title IV, Book III of the French Insurance Code. In fact, the inversion of the production cycle that is specific to insurance activities, i.e. the fact of providing services with an actual cost that will only be known after the fact, justifies the existence of specific accounting rules for the companies that conduct these activities.
The Group’s consolidated financial statements are prepared in accordance with IFRS rules including the revised IFRS 17, applicable from January 1, 2023. IFRS 17 Insurance Contracts is an international financial reporting standard for the insurance sector that aims to harmonise the measurement of insurance contracts between countries, make their accounting presentation more transparent and ensuring consistency with other IFRSs. Alongside the application of this standard, IFRS 9 on financial instruments traded on spot or derivatives markets has also applied to insurance holding companies since January 1, 2023. The Group has thus adopted the French principles to show the accounting of the insurance contracts.
Regulations applicable to credit insurance policies signed by the Group
The policies issued in each of the countries where it is present comply with the corresponding country’s regulations. In France, credit insurance policies issued by Coface are not subject to the provisions of the French Insurance Code, but rather to those of the general law on contracts – with the exception of the provisions of Article L.111-6 (major risks), L.112-2 (pre-contractual information), L.112-4 (content of insurance policies), L.112-7 (information to be provided when the contract is offered under European freedom to provide services provisions) and L.113-4-1 (reasons to be provided to the policyholder by the credit insurer when coverage is terminated) of the French Insurance Code.
Corporate governance
2.1Structure and Operation of the Board of Directors and its specialised Committees
2.1.1Details of the members of the Board of Directors for financial year 2023(1)
The information and biographies presented below were drawn up as at December 31, 2023. The Board of Directors of COFACE SA is composed of ten directors, with a majority of independent directors (six members), including the Chairman, as well as four directors appointed by Arch Capital.
Name |
Personal information |
Experience |
Position on the Board of Directors |
||||||
Age |
Gender |
Nationality |
Number of shares |
Number of offices |
Inde- pendent |
Start of term/ |
Attendance rate (2) |
Board Committees/ |
|
Bernardo Sanchez Incera |
63 |
|
Spanish |
1,000 |
1 |
✓ |
Feb. 10, 2021 2024 AGM |
100% |
NCC 100% |
Janice Englesbe |
55 |
|
American |
1,000 |
- |
|
Feb. 10, 2021 2024 AGM |
100% |
RC 100% |
David Gansberg |
51 |
|
American |
1,000 |
- |
|
Jul. 28, 2021 2024 AGM |
78% |
AAC 100% |
Chris Hovey |
57 |
|
American |
1,000 |
- |
|
Feb. 10, 2021 2024 AGM |
67% |
- |
Isabelle Laforgue |
43 |
|
French |
1,000 |
- |
✓ |
Jul. 27, 2017 2024 AGM |
100% |
AAC -100% RC -100% |
Laetitia |
48 |
|
French |
1,000 |
- |
✓ |
May 17, 2022 2025 AGM |
100% |
AAC (Ch.) 100% |
Nathalie Lomon |
52 |
|
French |
1,000 |
1 |
✓ |
Jul. 27, 2017 2024 AGM |
89% |
RC (Ch.) 100% |
Sharon MacBeath |
54 |
|
British |
1,000 |
- |
✓ |
Jul. 1, 2014 2025 AGM |
89% |
NCC (Ch.) 100% |
Laurent Musy |
57 |
|
French |
1,400 |
- |
✓ |
May 17, 2022 2025 AGM |
89% |
RC -100% |
Nicolas Papadopoulo |
61 |
|
French |
12,800 |
- |
|
Feb. 10, 2021 2024 AGM |
89% |
NCC -100% |
Average (4) |
54 |
50% (5) |
50% |
|
|
60% |
|
90% |
|
For the purposes of their corporate offices, the members of the Board of Directors are domiciled at the head office of the Company.
Female
Male
|
Changes in the composition of the Board of Directors and the Board Committees since the beginning of 2023
2.2Chief Executive Officer and Group General Management Committees
At the meeting of November 22, 2012, the Board of Directors decided to separate the roles of Chairman of the Board of Directors and Chief Executive Officer. This decision reflects the Company’s wish to comply with best practices in corporate governance and to clearly distinguish between the strategic, decision-making and supervisory duties of the Board of Directors, and the operational and executive duties of the Chief Executive Officer. This separation was expressly reiterated by the Board of Directors at its meeting of January 15, 2016 on the appointment of Xavier Durand and on his reappointment at the meetings held on February 5, 2020 and February 27, 2024.
2.2.1Experience and offices of the Chief Executive Officer
For the purposes of this Universal Registration Document, the Chief Executive Officer is domiciled at the Company’s head office.
Xavier DURAND |
|
AGE: 59 EXPIRATION DATE OF 339,500 shares (255,000 in registered (voir le paragraphe 7.2.9 « Transactions effectuées par les personnes exerçant des responsabilités dirigeantes ») |
Chief Executive Officer since February 9, 2016 |
Curriculum Vitae |
|
Xavier Durand is a graduate of the École Polytechnique and the École Nationale des Ponts et Chaussées. He started his career in 1987 with consultancy firm The Mac Group (Gemini Consulting) before joining Banque Sovac Immobilier in 1994 as deputy CEO. In 1996, Xavier Durand joined GE Capital, where he led an international career, first in Chicago as Director of Strategy and Growth in the finance division of the Global Auto business, then in France, first as CEO of GE Money Bank France, then CEO for Europe of GE Money and GE Capital’s banking activities. In 2011, he was named CEO of GE Capital Asia-Pacific, based in Japan. He was appointed GE Capital’s Director of Strategy and Growth, based in London, at the end of 2013. He has been Chief Executive Officer of COFACE SA since February 9, 2016. |
|
Principal terms of office and duties |
|
During financial year 2023
During the past five years and which are no longer held
|
2.3Compensation and Benefits paid to managers and corporate officers
The Company refers to the AFEP-MEDEF Code to prepare the report required by Article L.225-37 of the French Commercial Code.
The tables in the sections below present a summary of the compensation and benefits of any kind paid to the Company’s executive directors and members of the Company’s Board of Directors by:
- ( i )the Company;
- ( ii )companies controlled by the Company in which the office is held, within the meaning of Article L.233-16 of the French Commercial Code;
- ( iii )companies controlled by the Company or companies that control the Company in which the office is held, within the meaning of Article L.233-16 of the French Commercial Code; and
- ( iv )the Company or companies that control the Company in which the mandate is exercised, within the meaning of the same article.
Since the Company belongs to a group at the date of this Universal Registration Document, the information concerns the amounts owed by all companies in the chain of control.
The Company is a limited corporation (société anonyme) with a Board of Directors. The duties of Board Chairman, performed by Bernardo Sanchez Incera since February 10, 2021, and Chief Executive Officer, performed by Xavier Durand, have been separated.
Xavier Durand is compensated by the Company for his functions as Chief Executive Officer as described in Sections 2.3.2 and 2.3.3 below.
2.3.1Employee compensation policy
Regulatory framework
The Company’s compensation policy is in line with the provisions of Directive 2009/138/EC of the European Parliament and of the Council of November 25, 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II) and Delegated Regulation (EU) 2015/35 of the European Commission of October 10, 2014 (Article 258(1), point 1 and Article 275).
Generally speaking, compensation practices should contribute to effective risk management at the Company, and in particular:
- ●ensure strict compliance with the laws and regulations applicable to insurance companies;
- ●prevent conflicts of interest and not encourage risk-taking beyond the limits of the Company’s risk tolerance;
- ●be consistent with the Company’s strategy, interests and long-term results;
- ●guarantee the Company’s capacity to keep an appropriate level of own funds.
In this context, Coface’s compensation policy specifies general provisions applicable to all employees according to certain criteria and provisions specific to regulated categories of employees in the definition of the Solvency II Directive.
General principles
The compensation policy is a key instrument in implementing Coface’s strategy. It seeks to attract, motivate and retain the best talent. It encourages individual and collective performance and seeks to be competitive in the market while respecting the Group’s financial balance. It complies with the regulations in force, guarantees internal equity and professional equality, particularly between men and women. It incorporates social and environmental issues.
It is proposed by the Group HR Department and is reviewed by the Nominations, Compensation and CSR Committee, and then subject to approval by the Board of Directors. The HR function is responsible for implementing the policy at the local to ensure practices are consistent within the Group, and to ensure each country is compliant with local regulations and remains competitive in the market.
Structured in a clear and transparent manner, compensation is intended to be adapted to the Group’s objectives and to assist it in its long term development strategy:
- ●fixed compensation: this is the principal component of individual compensation and depends on the skills and expertise expected for a given position. It is set at the time of hiring and reviewed annually in light of market practices, individual contribution and internal equity in strict compliance with the budgets allocated for the financial year;
- ●annual individual variable compensation (“bonus”): the Group’s variable compensation policy takes into account individual and collective performance over a given year and is assessed on the basis of financial and non-financial criteria. The eligibility rules and variable compensation level are set by function, responsibility level and market under consideration;
- ●For the Group’s Senior Managers (Top 200), the target variable compensation is set as a percentage of the base salary and may not exceed 100% of this. Variable compensation is awarded based on objectives set annually by the Management Board and the managers of each function, with the support of the Group’s HR Department. This procedure ensures that individual objectives are consistent with the Company’s strategic objectives:
- ●for front office functions:
- ●quantitative objectives linked to the financial performance of the entity carrying out the activity represent 20%,
- ●objectives linked to the performance of the function in question, most of which are quantitative, represent 50%,
- ●30% of objectives are set individually at the annual performance review. These may be quantitative and/or qualitative objectives, provided that they comply with SMART rules (specific, measurable, attainable, relevant and time-bound),
- ●For the control and support functions, the quantitative objectives linked to the financial performance of the operating entity account for 20%, and targets set individually for 80% of the total,
- Furthermore, to avoid any conflict of interest, for the control functions referred to in Articles 269 to 272 (audit, risk, compliance), the collective part of annual variable compensation based on financial objectives is assessed based on the Group scope, irrespective of the employee’s level of involvement, to prevent them from being directly assessed on the performance of the units placed under their control;
- ●for front office functions:
- ●Long-Term Incentive Plan: since 2016, the Group has awarded performance shares to two types of employees each year:
- ●employees identified under the Solvency II Directive, which imposes a system for deferred total variable compensation. This category includes members of the Executive Committee, key functions and employees having a significant impact on the Company’s risk profile,
- ●key employees as part of a reward and retention process.
This plan also ensures that the interests of the beneficiaries are aligned with those of the shareholders over the long term.
- ●collective variable compensation (employee savings): in France, the Group negotiated a three-year profit-sharing agreement in 2021. This agreement benefits all employees on permanent and fixed-term employment contracts, who have more than three months’ seniority within the companies forming part of the Compagnie française d’assurance pour le commerce extérieur – Fimipar economic and corporate unit (a wholly-owned subsidiary of the Group). Participation is defined according to the legal formula. Similar collective schemes exist in other Group entities depending on their legal obligations with a view to giving employees a stake in the Company’s performance;
- ●employee benefits: Employee benefits are determined locally. The Group ensures consistency of practices and guarantees a level of social protection that is competitive in the market and respectful of its employees. All members of the Executive Committee have a supplementary pension plan.
In 2020, the Group implemented a car policy aimed at harmonising practices and reducing the carbon impact of its vehicle fleet. It is gradually replacing its high-emission vehicles with petrol, hybrid or 100% electric vehicles.
The compensation of employees consists, in whole or in part, of these elements, depending on the position held, the level of responsibility and the reference market.
Special provisions applicable to Solvency II regulated categories of employees
Scope of regulated categories of employees
Pursuant to the provisions of Article 275, Section 1, Point (c) of Regulation 2015/35, Coface has identified the following functions as falling within the scope of regulated categories of employees:
- ●members of the Executive Committee including general management, the finance and risk, strategy, operations, specialised product lines, business technology functions, the General Secretariat (legal, compliance, human resources and communications), human resources, sales, risk underwriting, information, claims & recovery and collection, and regional managers;
- ●employees holding the key functions described in Articles 269 to 272 of Regulation 2015/35: audit, risk, and actuarial (the compliance key function is under the authority of the General Secretariat);
- ●employees whose professional activity has a material impact on the Company’s risk profile: compliance, risk underwriting, commercial underwriting, credit risk support, investment, reinsurance, economic research, financial communication, country managers where turnover exceeds a threshold of the Company’s total turnover determined each year.
In 2023, 32 employees fell within the regulated category. The Nominations, Compensation and CSR Committee reviews these functions, then presents them to the Board of Directors for approval. This list is reviewed each year in order to guarantee a perfect match between the evolution of the Company’s risk profile and the identification of employees.
Specific provisions regarding compensation
The Group endeavours to ensure that the proportion and structure of variable compensation are balanced and that the goals set are in accordance with the Company’s strategy and risk profile.
In addition to rules common to all employees, the Group established specific compensation rules designed for the regulated categories of employees:
- ●The variable compensation package includes the annual variable compensation (bonus) and long term variable compensation (Long-Term Incentive Plan) in the form of free performance shares. Performance shares constitute the deferred component of total variable compensation and account for at least 30% of the total amount (1). They are contingent upon presence and performance conditions and have a vesting period of three years;
- ●All risk hedging transactions are prohibited.
Comment on the
financial year
3.1Economic environment (1)
2024, a pivotal year
After a somewhat turbulent 2023, which ultimately turned out much better than expected, 2024 is shaping up to be as decisive as it is uncertain. As geopolitical tensions intensify internationally, against a backdrop of ever-worsening antagonisms and strategic rivalries, no fewer than 60 national elections - presidential and/or legislative - will shape the year, in a political and social environment that is unsettled to say the least.
In this context, the macroeconomic equation has clearly become a derivative of (geo)political balances. Consequently, our central scenario, which remains that of a prolonged but still soft landing for the global economy (+2.2% after +2.6% in 2023), is more akin to a ridge than a boulevard. There are many associated risks, some of them vertiginously bearish. After ending the year with a bang, the financial markets, still convinced that disinflation can be completely immaculate, have gradually come to their senses. Without even mentioning the disruption of value chains, brought to the fore by the strikes in the Red Sea, or the ever-increasing risk of the Middle East conflict spreading, there is no guarantee at present that the battle against inflation has been won. Neither in the long-term, of course, nor even in the short-term, despite the ongoing slowdown in the global economy. With core inflation still twice the central bank target in most developed monetary areas, the challenge for 2024 will be to see whether the monetary tightening that has been underway for over 18 months is enough to go the “last mile” and bring inflation back to 2%. And to keep it there.
Regardless, and barring an accident of course, the interest rate environment to which all agents - households, businesses, and governments - have become accustomed over the last fifteen years is now firmly in the past. While the volume of debt to be refinanced will gradually increase, there is every reason to believe that the pivot of monetary policy will not be pivotal in terms of claims, and that the upward trend in insolvencies that we have witnessed for over a year will continue. This remains the main endogenous risk to our central scenario: that the virtuous circle that has hitherto combined low insolvencies, a resilient labour market and household dissaving will be replaced by a vicious circle combining accelerating insolvencies, rising unemployment, a marked slowdown in wages and, in this context, a rise in household savings. This ultimately would have an even greater impact on demand, despite the fall in inflation.
In the framework of our central scenario, we have adjusted 13 country assessments (12 upgrades and 1 downgrade) and 22 sector assessments (17 upgrades and 5 downgrades), reflecting a significant improvement in the outlook, albeit fragile, in an environment that remains highly unstable and therefore uncertain.
3.3Comments on the results as at December 31, 2023
3.3.1Group performance
Coface applied IFRS 17 and IFRS 9 accounting standards from January 1, 2023. All comparisons are made with 2022 figures adjusted for the new accounting standard IFRS 17, as presented on April 27, 2023
Consolidated turnover amounted to €1,868.2 million, up 6.0% on 2022 at constant FX and perimeter. The net combined ratio stood at 64.3%, or 3.3 points above the level recorded in 2022 (67.6%). This breaks down into 2.0 points decrease in the loss ratio to 37.7% and a 1.3 point decline in the cost ratio to 26.6% in relation to 2022. The Group ended the year with net income (Group share) of €240.5 million (vs. €240.4 million in 2022) and return on equity of 13.4%.
The target solvency ratio range is between 155% and 175%. The solvency ratio is estimated at 198.54% (1) at December 31, 2023. Coface will propose the payment of a dividend (2) of €1.30 per share to shareholders, representing a payout ratio of 81%.
3.4Group cash and capital resources
Information in this section is derived from the statement of cash flows in the consolidated financial statements and from Note 8 “Cash and cash equivalents” in the Company’s consolidated financial statements.
(in millions of euros) |
As at Dec. 31 |
|
2023 |
2022 |
|
Net cash flows generated from operating activities |
290.7 |
455.9 |
Net cash flows generated from investment activities |
(327.8) |
(119.8) |
Net cash flows generated from financing activities |
17.5 |
(139.9) |
Effect of exchange rate changes on cash and cash equivalents |
(38.6) |
(4.9) |
3.4.1Coface Group debt and sources of financing
The Group’s debt comprises financial debt (financing liabilities) and operating debt linked to its factoring activities (composed of “Amounts due to banking sector companies” and “Debt securities”).
Financial debt
For the year ended December 31, 2023, the Group’s financing liabilities, totalling €831.7 million, comprised two subordinated borrowings.
- ●A fixed-rate issue (4.125%) of subordinated notes carried out by COFACE SA on March 27, 2014 for a nominal amount of €380 million, maturing on March 27, 2024.
- The securities are irrevocably and unconditionally guaranteed on a subordinated basis by Compagnie française d’assurance pour le commerce extérieur, the Group’s main operating entity.
- COFACE SA redeemed €153 million of the subordinated bonds issued in 2014 at a fixed price of 103.625% on September 21, 2022.
- The nominal amount after this redemption stands at €227 million, still maturing on March 27, 2024;
- ●A fixed-rate issue (at 6.000%) of subordinated notes by COFACE SA on September 22, 2022, for a nominal amount of €300 million, maturing on September 22, 2032;
- ●A fixed-rate issue (at 5.750%) of subordinated notes by COFACE on November 28, 2023, for a nominal amount of €300 million, maturing on November 28, 2033.
The amounts raised through this issue will mainly be used to refinance the subordinated notes maturing on March 27, 2024.
Operating debt linked to the factoring business
This debt, which includes the “Amounts due to banking sector companies” and “Debt securities” items, provides refinancing for the Group’s factoring companies (Coface Finanz in Germany and Coface Poland Factoring in Poland).
Amounts due to banking sector companies, which correspond to drawdowns on the bilateral credit lines set up with various banking partners of Coface Finanz and Coface Poland Factoring and the Group’s local banks (see “Bilateral credit lines” below), amounted to €762.9 million for the financial year ended on December 31, 2023.
Debt securities amounted to €1,655.7 million for the financial year ended on December 31, 2023, including:
- ●senior units issued by the VEGA securitisation fund under the Coface Finanz factoring receivables securitisation programme (see “Securitisation programme” below), in the amount of €1,015.2 million; and
- ●commercial paper issued by COFACE SA (see “Commercial paper programme” below) to finance the activity of Coface Finanz in the amount of €640.5 million.
Coface Group’s main sources of operational financing
- ●A securitisation programme to refinance its factoring receivables for a maximum amount of €1,300 million;
- ●A commercial paper programme for a maximum amount of €700 million; and
- ●Bilateral credit lines for a maximum total amount of €1,787.3 million.
In 2023, the securitisation programme was increased to €1,300 million and the senior 1-year and senior 3-year units were renewed in December. The first option to extend Coface Poland Factoring’s multi-currency syndicated loan was exercised in August. This €310 million loan has an initial maturity of two years with two options for a one-year extension, at the lenders’ discretion. In May, the option to extend the fifth year of the syndicated loan serving as a back-up to COFACE SA’s €700 million commercial paper programme was exercised.
At December 31, 2023, Coface Group’s debt linked to its factoring activities amounted to €2,419 million.
a) Securitisation programme
To refinance its factoring activities, in February 2012 the Group set up a securitisation programme for its factoring trade receivables, guaranteed by Compagnie française d’assurance pour le commerce extérieur. In December 2023, the securitisation programme was renewed and its maximum amount was increased to €1,300 million.
This securitisation programme includes a number of standard acceleration clauses associated with such a programme, concerning the financial position of Coface Finanz (the ceding company) and other Group entities (including certain indicators regarding the quality of the ceded receivables), and linked to the occurrence of various events, such as:
- ●payment default of Coface Finanz or of Compagnie française d’assurance pour le commerce extérieur for any sum due under the securitisation fund;
- ●the cross default of any Group entity pertaining to debt above €100 million;
- ●closure of the asset-backed commercial paper market for a consecutive period of 180 days;
- ●winding-up proceedings concerning Coface Finanz, Coface Poland Factoring, the Company or Compagnie française d’assurance pour le commerce extérieur;
- ●the discontinuance of or substantial change to the activities practised by Coface Finanz or by Compagnie française d’assurance pour le commerce extérieur;
- ●a downgrading of the financial rating of Compagnie française d’assurance pour le commerce extérieur to below BBB- for the main funding line (maximum amount of €1,300 million);
- ●non-compliance with one of the covenants linked to the quality of the portfolio of ceded factoring receivables.
The securitisation programme does not contain a change of control clause for the Company, but contains restrictions regarding a change of control in Compagnie française d’assurance pour le commerce extérieur and the factoring companies resulting in their exit from the Group.
Covenant |
Definition |
Trigger threshold |
---|---|---|
Default ratio |
Three-month moving average of the rate of unpaid receivables beyond 60 days after their due date |
> 2.24% |
Delinquency ratio |
Three-month moving average of the rate of unpaid receivables beyond 30 days after their due date |
> 5.21% |
Dilution ratio |
Three-month moving average of the dilution ratio |
> 9.71% |
b) Bilateral credit lines
To refinance its factoring business, the Group also set up a number of bilateral credit lines and overdraft facilities, mainly through its subsidiaries, for a total maximum amount of €1,787.3 million:
- ●bilateral credit lines and overdraft facilities with local banks for a maximum of €745.1 million, of which €56.6 million had been drawn in Germany and €14.5 million in Poland at December 31, 2023;
- ●bilateral credit lines concluded with banks:
- ●six lines for a maximum total amount of €475 million for Coface Finanz (with maturities ranging between one and three years), of which €241.3 million had been drawn down as of December 31, 2023,
- ●five lines (including a syndicated loan) for a maximum total amount of €667.2 million for Coface Poland Factoring (with maturities ranging between one and three years), of which €463.8 million had been drawn down as of December 31, 2023.
c) Commercial paper programme
The Group has a €700 million commercial paper issuance programme under which the Company regularly issues securities with due dates ranging generally between one and six months. At December 31, 2023, securities issued under the commercial paper programme totalled €640.5 million. The programme was rated P-2 by Moody’s and F1 by Fitch.
Should the commercial paper market shut down, since July 28, 2017 the Group has had a currently unused syndicated loan covering the maximum amount of the commercial paper issue programme (€700 million since August 2021). The agreement regulating this syndicated loan contains the usual restrictive clauses (such as a negative pledge clause, prohibition from assigning the assets outside the Group above a specified threshold or restrictions related to the discontinuance or any substantial change in the Group’s business activities) and early repayment clauses (payment default, cross default, non-compliance with representations, warranties and commitments, significant adverse change affecting the Company and its capacity to meet its obligations under these bilateral credit lines, insolvency and winding-up proceedings), in line with market practices. This syndicated loan was renewed in August 2021 for three years with two possibilities for an extension of one year each, which were exercised in 2022 and 2023.
3.6Outlook for the Group
The most pessimistic scenarios for 2023 did not materialise. While the Chinese economy continued to disappoint, the United States continued to surprise on the upside. The economic impact of higher interest rates was delayed in an environment of full employment and still strong corporate balance sheets.
The most notable point of the year was the generalised decline in inflation through the second half of the year due to proactive coordinated actions of central banks and the fall of energy prices despite an increasingly tense geopolitical environment.
For 2024, Coface anticipates a drawn-out soft landing for the global economy, with growth expected at +2.2% after +2.6% in 2023. Downside risks are real, in particular due to the unprecedented number of political elections in the world, culminating with the US presidential election at the end of the year.
As expected, business failures continued to rise, sometimes above pre-pandemic levels. However, the many preventive measures taken by Coface so far avoided a spike in recorded claims. While the number of claims has not yet reached 2019 levels, the total claims amount is now equivalent.
In 2023, Coface’s IFRS 17 results were stable against the previous year, once again demonstrating Coface’s resilience in a challenging environment. This year marks the end of the Build to Lead strategic plan, with all its objectives having been met or exceeded. Coface will present its new strategic plan Power the Core (2024 - 2027), which will build on the success of the Build to Lead plan, on 5 March 2024.
3.7Appendix - Key financial performance indicators
3.7.1.Financial indicators
Consolidated turnover
The composition of the Group’s consolidated turnover (premiums, other revenue) is described under “Accounting principles and methods” in the notes to the consolidated financial statements.
Claims expenses
“Claims expenses” correspond to claims paid under credit insurance contracts, Single Risk policies and bonding, less changes in recoveries following recourse (amounts recovered from the debtor after paying the policyholder for the claim) during the financial year, and to the change in claims provisions during the financial year, and the handling expenses for these claims, which cover the costs of processing and managing policyholders’ claims declarations, and those generated by monitoring recovery procedures (charges and provisions for internal and external debt collection fees).
Claims paid correspond to compensation paid under the policies during the financial year, net of collections received, plus costs incurred to ensure their management, regardless of the financial year during which the claim was declared or during which the event producing the claim took place, less amounts recovered during the financial year for claims previously indemnified, regardless of the year the indemnification was paid.
Claims provisions are established for claims reported but not yet settled at financial year end, as well as for claims that have not yet been reported, but which have been deemed probable by the Group, given the events that have arisen during the financial year (incurred but not reported (IBNR) provisions). The amounts thus provisioned also take into consideration a forecast of the amount to be collected for these claims. These provisions are decreased each year by reversals made following the payment of compensation or the estimate of potential losses for reported or potential claims. The difference between the amount of provisions in a given financial year (established during the first year of underwriting a policy) and the amounts revalued the following years is either a liquidation profit (revaluation downward) or loss (upwards revaluation) (see Note 23 to the consolidated financial statements).
Operating expenses
- ●“Contract acquisition costs”, consisting of:
- ●external acquisition costs, namely commissions paid to business contributors (brokers or other intermediaries) and which are based on the turnover contributed by such intermediaries,
- ●and internal acquisition costs, which are essentially fixed costs related to payroll expenses for contract acquisition and the costs of the Group’s sales network;
- ●“Administration costs” (including Group operating costs, payroll costs, IT costs, etc., excluding employee profit sharing and incentive schemes). Contract acquisition costs as well as administration costs primarily include costs linked to the credit insurance business. However, due to pooling, costs related to the Group’s other businesses are also included in these items;
- ●“Other current operating expenses” (expenses that cannot be allocated to any of the functions defined by the chart of accounts, including in particular general management expenses);
- ●“Expenses from banking activities” (general operating expenses, such as payroll costs, IT costs, etc. relating to factoring activities); and
- ●“Expenses from other activities” (overheads related exclusively to information and debt collection for customers without credit insurance).
As such, “Operating expenses” consist of all overheads, with the exception of internal investment management expenses for insurance - which are recognised in the “Investment income, net of management expenses (excluding financing costs)” aggregate - and claims handling expenses, with the latter included in the “Claims expenses” aggregate.
Total internal overheads (i.e. overheads excluding external acquisition costs (commissions)), are analysed by function, regardless of the accounting method applied to them, in all of the Group’s countries. This presentation enables a better understanding of the Group’s savings and differs on certain points from the presentation of the income statement, which meets the presentation requirements of the accounting standards.
Cost of risk
“Cost of risk” corresponds to expenses and provisions linked to covering the ceding company risk (inherent to the factoring business) and credit risk, net of credit insurance coverage.
Underwriting income
Underwriting income is an intermediate balance of the income statement which reflects the operational performance of the Group’s activities, excluding the management of business investments. It is calculated before and after recognition of the income or loss from ceded reinsurance:
- ●“Underwriting income before reinsurance” (or underwriting income gross of reinsurance) corresponds to the balance between consolidated turnover and the total sum of claims expenses, operating expenses and cost of risk;
- ●“Underwriting income after reinsurance” (or underwriting income net of reinsurance) includes, in addition to the underwriting income before reinsurance, the income or loss from ceded reinsurance, as defined below.
Income (loss) from ceded reinsurance (expenses or income net of ceded reinsurance)
“Reinsurance income” (or income and expenses net of ceded reinsurance) corresponds to the sum of income from ceded reinsurance (claims ceded to reinsurers during the financial year under the Group’s reinsurance treaties, net of the change in provisions for claims net of recourse that was also ceded, plus the reinsurance commissions paid by reinsurers to the Group for proportional reinsurance), and charges from ceded reinsurance (premiums ceded to reinsurers during the financial year for the Group’s reinsurance treaties, net of the change in provisions for premiums also ceded to reinsurers).
Investment income, net of management expenses (excluding finance costs)
“Investment income, net of management expenses (excluding financing costs)” combines the result of the Group’s investment portfolio (investment income, net gains on disposals and addition to/reversals of provisions for impairment), exchange rate differences and investment management expenses.
Operating income
“Current operating income (loss)” corresponds to the sum of “Underwriting income after reinsurance”, “Net investment income excluding financing costs” and non-current items, namely “Other operating income and expenses”.
In the presentation of operating income by region, the amounts are represented before turnover from interregional flows and holding costs not charged back to the regions have been eliminated.
Income tax expense
Tax expenses include tax payable and deferred tax that results from consolidation restatements and temporary tax differences, insofar as the tax position of the companies concerned so justifies (as more extensively described under “Accounting principles and methods” and in Note 29 to the consolidated financial statements).
Net income (Group share)
3.8INVESTMENTS OUTSIDE THE INVESTMENT PORTFOLIO
Information can be found in Note 5 “Operating building and other tangible assets” of the Group’s consolidated financial statements.
Financial items
4.1Consolidated financial statements
4.1.1Consolidated balance sheet
Asset
(in thousands euros) |
Notes |
DEC. 31, 2023 |
DEC. 31, 2022* |
Jan. 1st, 2022* |
---|---|---|---|---|
Intangible assets |
|
239,715 |
238,835 |
229,951 |
Goodwill |
1 |
155,309 |
155,960 |
155,529 |
Other intangible assets |
2 |
84,405 |
82,876 |
74,423 |
Financial assets |
3 |
3,341,112 |
3,015,136 |
3,213,422 |
Real estate investments |
3 |
288 |
288 |
288 |
Investments at amortized cost |
3 |
143,211 |
102,088 |
87,507 |
Investments at FV/OCI |
3 |
2,367,309 |
2,902,405 |
3,115,154 |
Investments at FV P&L |
3 |
827,903 |
26 |
15 |
Derivatives and separate embedded derivatives |
3 |
2,402 |
10,330 |
10,458 |
Receivables from bank and other activities |
4 |
2,903,980 |
2,906,639 |
2,690,125 |
Assets - Ceded insurance contracts |
15 |
384,810 |
356,217 |
288,647 |
Other assets |
6 |
533,107 |
515,650 |
484,238 |
Operating building and other tangible assets |
5 |
85,488 |
94,613 |
105,809 |
Deferred tax assets |
17 |
89,899 |
90,693 |
64,078 |
Net clients |
6 |
54,319 |
50,062 |
59,489 |
Current tax receivable |
6 |
73,447 |
66,612 |
75,682 |
Other receivables |
6 |
229,954 |
213,670 |
179,180 |
Cash and equivalents |
7 |
495,558 |
553,786 |
362,441 |
Total Assets |
|
7,898,282 |
7,586,265 |
7,268,824 |
* IFRS 17 restated, without IFRS 9 application. The wording changes in the comparative columns December 31, 2022 and January 1, 2022 are reclassifications without IFRS 9 application. |
Liability
(in thousands euros) |
Notes |
DEC. 31, 2023 |
DEC. 31, 2022* |
01/01/2022* |
---|---|---|---|---|
Capital and reserves - Group share |
|
2,050,765 |
2,018,606 |
2,229,547 |
Capital and assimilated |
8 |
300,360 |
300,360 |
300,360 |
Share capital premiums |
|
723,501 |
723,501 |
810,420 |
Retained earnings |
|
899,233 |
835,265 |
738,244 |
Other comprehensive income |
|
(112,832) |
(80,968) |
156,708 |
Net income - Group share |
|
240,500 |
240,446 |
223,817 |
Capital - minority interests excluding unrealized and deferred gains or losses |
|
2,173 |
2,266 |
362 |
Total equity |
|
2,052,938 |
2,020,871 |
2,229,909 |
Contingency reserve |
11 |
73,942 |
68,662 |
85,748 |
Financial debts |
13 |
831,743 |
534,280 |
390,553 |
Lease liabLities - Leasing |
14 |
67,621 |
74,622 |
81,930 |
Liabilities - Issued insurance contracts |
15 |
1,468,406 |
1,432,580 |
1,250,493 |
Ressources des activités du secteur bancaire |
16 |
2,893,072 |
2,927,389 |
2,698,525 |
Amounts due to banking sector companies |
16 |
762,907 |
743,230 |
822,950 |
Amounts due to customers ok banking sector companies |
16 |
474,446 |
389,300 |
376,800 |
Debt securities |
16 |
1,655,719 |
1,794,858 |
1,498,775 |
Other liabilities |
18 |
510,560 |
527,861 |
531,666 |
Deferred tax liabLity |
17 |
143,886 |
125,441 |
153,422 |
Current tax liabLity |
18 |
51,917 |
61,681 |
80,712 |
Derivatives and related payables |
18 |
27 |
222 |
3,480 |
Other payables |
18 |
314,730 |
340,516 |
294,052 |
Total Liabilities |
|
7,898,282 |
7,586,265 |
7,268,824 |
* IFRS 17 restated, without IFRS 9 application. The wording changes in the comparative columns December 31, 2022 and January 1, 2022 are reclassifications without IFRS 9 application. |
4.2Notes to the consolidated financial statements
Basis of preparation
These IFRS consolidated financial statements of the Coface Group as at December 31, 2023 are established in accordance with the International Financial reporting Standards (IFRS) as published by the IASB and as adopted by the European Union (1). They are detailed in the Note “Accounting principles”.
4.3Parent company financial statements
4.3.1Balance sheet
Assets
(in thousands of euros) |
Notes |
Dec. 31, 2023 |
DEC. 31, 2022 |
---|---|---|---|
Fixed assets |
|
|
|
Intangible assets |
4.1.1 |
- |
- |
Financial assets |
|
- |
- |
Interests in related companies |
4.1.2 |
1,507,584 |
1,502,744 |
Loans to affiliates and subsidiaries |
4.1.3 |
766,991 |
465,466 |
|
|
2,274,574 |
1,968,211 |
Current assets |
|
|
|
French government and other authorities |
|
2,052 |
3,850 |
Group and Subsidiaries Tax |
|
0 |
0 |
Coface current account |
|
705,336 |
708,498 |
Miscellaneous receivables |
|
11,805 |
8,391 |
|
4.1.4 |
719,193 |
720,739 |
Investment securities |
|
|
|
Treasury shares |
4.1.5 |
12,591 |
10,900 |
Cash at bank and in hand |
4.1.6 |
919 |
1,243 |
Prepaid expenses |
4.1.7 |
376 |
589 |
|
|
733,079 |
733,472 |
Deferred charges |
4.1.8 |
33 |
230 |
Loan repayment premiums |
4.1.9 |
7,959 |
3,681 |
Foreign exchange assets |
|
3,397 |
6,816 |
Total assets |
|
3,019,043 |
2,712,409 |
Equity and liabilities
(in thousands of euros) |
Notes |
Dec. 31, 2023 |
DEC. 31, 2022 |
---|---|---|---|
Equity |
|
|
|
Capital |
|
300,360 |
300,360 |
Share capital premiums |
|
723,517 |
723,517 |
Other reserves |
|
31,450 |
31,450 |
Retained earning |
|
99,527 |
0 |
Income for the year |
|
208,001 |
326,480 |
|
4.2.1-4.2.2 |
1,362,855 |
1,381,806 |
Provisions for liabilities and charges |
4.2.3 |
|
|
Provision for liabilities |
|
3,397 |
6,816 |
Provision for charges |
|
6,693 |
5,859 |
|
|
10,090 |
12,675 |
Debts |
|
|
|
Bank borrowings and debts (1) |
|
640,477 |
614,343 |
Other bond issues |
|
840,354 |
538,770 |
Sundry borrowings and debts |
|
150,198 |
150,201 |
Trade Notes and accounts payable |
|
3,638 |
3,414 |
Other payables |
|
5,810 |
0 |
Group and Subsidiaries Tax |
|
1,891 |
4,280 |
|
4.2.4 |
1,642,369 |
1,311,008 |
Foreign currency translation reserve – liabilities |
|
3,729 |
6,920 |
Total equity and liabilities |
|
3,019,043 |
2,712,409 |
4.5Five-year summary of company results
SA SDGP 41 was incorporated on March 23, 2000 and became COFACE SA (at the EGM held on July 26, 2007).
Details (in euros) |
FY 2019 |
FY 2020 |
FY 2021 |
FY 2022 |
FY 2023 |
---|---|---|---|---|---|
I – Year-end Capital |
|
|
|
|
|
a) share capital |
304,063,898 |
304,063,898 |
300,359,584 |
300,359,584 |
300,359,584 |
b) Number of issued shares |
152,031,949 |
152,031,949 |
150,179,792 |
150,179,792 |
150,179,792 |
c) Number of bonds convertible into shares |
- |
- |
- |
- |
- |
II – Operations and income for the year |
|
|
|
|
|
a) Revenue excluding tax |
2,477,628 |
3,734,093 |
1,043,302 |
4,653,864 |
5,152,710 |
b) Income before tax, depreciation, amortisation and provisions |
132,968,042 |
(17,758,389) |
80,528,202 |
325,735,062 |
207,119,952 |
c) Income tax |
(978,886) |
1,179,988 |
1,695,116 |
744,811 |
943,577 |
d) Income after tax, depreciation, amortisation and provisions |
132,677,046 |
(18,938,377) |
82,223,318 |
326,479,873 |
108,001,241 |
e) Distributed profits |
0 (1) |
82,900,339 (2) |
225,269,688 (3) |
226,576,784 (4) |
193,708,957(5) |
of which interim dividends |
|
|
|
|
|
III – Earnings per share |
|
|
|
|
|
a) Income after tax, but before depreciation, amortisation and provisions |
0.88 |
0.12 |
0.54 |
2.17 |
1.36 |
b) Income after tax, depreciation, amortisation and provisions |
0.87 |
0.12 |
0.55 |
2.17 |
1.39 |
c) Dividend paid to each share |
- |
0.55 |
1.50 |
1.52 |
1.30 |
IV – Personnel |
|
|
|
|
|
a) Average number of employees in the year |
- |
- |
- |
- |
- |
b) Payroll amount |
- |
- |
- |
- |
- |
c) Amount of sums paid in employee benefits |
- |
- |
- |
- |
- |
(1) In view of the scale of the public health crisis and following the vote at the Combined General Meeting of May 14, 2020, it was decided not to pay a dividend in respect of the financial year ending December 31, 2019 (2) For 2020, a distribution of €0.55 per share,i.e. €82,900,339 (€81,976,242 excluding treasury shares), was distributed as voted by the Annual shareholders’ Meeting of May 12, 2021. (3) For 2021, a distribution of €1.50 per share,i.e. €225,269,688 (€224,028,658 excluding treasury shares), was distributed as voted by the Annual shareholders’ Meeting of May 17, 2022. (4) For 2022, a distribution of €1.52 per share,i.e. €226,576,784, will be submitted to the Annual shareholders’ Meeting of May 16, 2023. (5) For 2023, a distribution of €1.30 per share,i.e. €193,708,957, will be submitted to the Annual shareholders’ Meeting of May 13, 2024. |
4.6Other disclosures
Pursuant to Article D.441-6 of the French Commercial Code, the table below sets out the payment terms of COFACE SA’s suppliers showing bills received and not paid at the end of the financial year for which payment is in arrears:
Suppliers’ payment terms |
1 to 30 days |
31 to 60 days |
61 to 90 days |
91 days or more |
Total (1 day or more) |
---|---|---|---|---|---|
(A) Late payment tranches |
|||||
Number of bills affected |
- |
1 |
- |
- |
- |
Total amount of bills affected including VAT (in €k) |
- |
113 |
- |
- |
- |
Percentage of total amount of purchases during the financial year |
- |
1% |
- |
- |
- |
(B) Bills excluded from (A) relating to disputed or unrecognised liabilities and receivables |
|||||
No bills excluded from these tables relating to disputed or unrecognised liabilities and receivables. |
|||||
C) Reference payment terms used (contractual or legal term – Article L.441-6 or Article L.443-1 of the French Commercial Code) |
4.7Statutory auditors' report on the consolidated financial statements
This is a free translation into English of the statutory auditors’ report on the consolidated financial statements of the Company issued in French and it is provided solely for the convenience of English speaking users. This statutory auditors’ report includes information required by French law, such as information about the appointment of the statutory auditors or verification of the management report and other documents provided to shareholders. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. |
Opinion
In compliance with the engagement entrusted to us by your Annual General Meeting, we have audited the accompanying consolidated financial statements of COFACE SA. for the year ended December 31, 2023.
In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as at December 31, 2023 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.
4.8Statutory auditors' report on the statutory financial statements
This is a translation into English of the statutory auditors’ report on the statutory financial statements of the Company issued in French and it is provided solely for the convenience of English speaking users. This statutory auditors’ report includes information required by European regulation and French law, such as information about the appointment of the statutory auditors or verification of the management report and other documents provided to shareholders. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. |
Opinion
In compliance with the engagement entrusted to us by your annual general meeting, we have audited the accompanying statutory financial statements of COFACE SA for the year ended December 31, 2023.
Main risk factors and risk management within the Group
5.1Summary of main risks
The Group operates in a fast-changing environment that gives rise to numerous external risks, in addition to the risks inherent in the conduct of its businesses. This chapter identifies the significant risk factors to which the Group believes it is exposed and explains how they are managed.
Despite a complex economic environment marked by geopolitical and economic tensions, the Coface Group maintained discipline in its risk management.
The table below presents the main risks to which Coface is exposed. It was prepared using the risk map, which is reviewed annually by general management and the Board of Directors’ Risk Committee. The risk map is based on a qualitative risk analysis aimed at assessing the intrinsic risk and residual impact of each risk factor, taking into account the corresponding level of control implemented within the Group.
In 2022, the risk mapping assessment methodology was adjusted according to the type of risk assessed to ensure a uniform view of all risks:
- ●a bottom-up approach for assessing operational risks, providing a hierarchical view of inherent and residual risks by selecting them according to their degree of criticality and their probability of occurrence;
- ●a top-down approach based mainly on expert analysis. This is used for risks other than operational risks, in this case credit, strategic, financial and reinsurance risks and those incorporating the ESG dimension (Environmental, Social and Governance factors). In the same way as the bottom-up approach, the methodology for assessing non-operational risks is based on a hierarchical assessment of risks based on the probability of occurrence of the risk and its impact, according to a rating scale comprising four levels (high, significant, medium, low). The analysis is supplemented by discussions with experts taking into account risk mitigating factors such as controls, procedures, governance, systems or resources. In 2023, the analysis was strengthened by taking into account the reviews carried out in each region as well as quantified risk indicators, such as risk appetite indicators, the impact on the capital requirement (SCR) or the income statement, offering an in-depth insight into the Group’s potential risks. Finally, these risks have been prioritised according to an internal calculation methodology that takes into account the level of inherent risk and its management. This allows us to rank the main risk factors as described below.
Risk categories |
Main risk factors |
Inherent impact |
Residual impact |
Change in these risks between 2022 and 2023 |
---|---|---|---|---|
Credit risk |
Risk related to the management of the Group’s exposure in its trade credit insurance business |
High |
Medium |
|
Risk of debtor insolvency |
Significant |
Medium |
|
|
Financial risks |
Interest rate risk |
Significant |
Medium |
|
Real estate risk |
Significant |
Significant |
|
|
Foreign exchange risk |
Significant |
Significant |
|
|
Strategic risks |
Risk related to geopolitical conditions |
High |
High |
|
Risk related to market conditions |
Significant |
Significant |
|
|
Reinsurance risks |
Residual reinsurance risk |
Significant |
Medium |
|
Operational and compliance risk |
Risks related to information systems and cybersecurity (non-financial performance disclosures) |
High |
Significant |
|
Modelling risk |
Significant |
Medium |
|
|
Compliance risk |
Significant |
Medium |
|
|
Climate change risks |
Climate change risks |
Medium |
Low |
|
Before making a decision to invest in the Company’s shares, prospective investors should consider carefully all the information set out in this document, including the risks described below. As of the date of this report, these risks, were they to occur, are those the Group believes could have a material adverse effect on the Group, its business, its financial position, its solvency, its operating results or outlook, and which are material in making an investment decision. Prospective investors should nonetheless Note that the risks described in this chapter may not be comprehensive, and that there may be additional risks that are not currently known or whose occurrence, as of the date of this Document, is not considered likely to have a material adverse effect on the Group, its business, its financial position, its operating results or outlook.
5.3Risk governance
Within the framework of the Group’s activity, risk taking conveys the search for business opportunities and the will to develop the Company in an environment intrinsically subject to numerous hazards. The essential goal of the risk management function is to identify the risks to which the Group is exposed and to set up an efficient internal control system to create value.
In this context, the Group has established a risk management structure which aims to ensure i) the proper functioning of all of its internal processes, ii) compliance with the laws and regulations in all of the countries where it operates, and iii) control of compliance by all operating entities with the Group rules enacted with a view to managing the risks associated with operations and optimising the effectiveness of this control.
The Group defines the internal control system as a set of mechanisms intended to ensure control of its development, profitability, risks and business operations. The purpose of these systems is to ensure:
- ( i )that risks of all kinds are identified, assessed and controlled;
- ( ii )that transactions and behaviour comply with the decisions taken by the governance bodies and observe laws and regulations as well as the Group’s values and internal rules. With regard to financial and management information more specifically, their purpose is to ensure that this information accurately reflects the Group’s situation and activity; and
- ( iii )that these operations are carried out with a focus on efficiency and the efficient use of resources.
Lastly, this system provides managers with access to the information and tools required for the proper analysis and management of these risks. It also ensures the accuracy and relevance of the Group’s financial statements as well as the information disclosed to financial markets.
5.3.1Internal control system
Risk governance uses an internal control system compliant with the provisions of the Solvency II Directive 2009/138/EC and the French decree of November 3, 2014 on the internal control of companies active in banking, payment services and investment services and subject to ACPR supervision.
It is divided into three lines of defence that structure the Group’s risk management and internal control policy as presented below:
/Risk management lines of defence
First line of defence: risk assessment and incident management
The operational functions are in charge of the proper assessment of the risks generated by their activities as well as for level one controls that enable them to ensure the correct execution of their operations. To do this, they have their own governance, most often based on risk-taking delegation systems and operational committees where risks are assessed and decisions made in accordance with the Group’s operating rules. Their risk assessment and management work is laid out by the control functions on an annual basis, in particular through level one control plans.
Second line of defence: independent control by the risk management function and the compliance function
The risk management and compliance functions establish a strong risk management culture within the company and are responsible for ensuring that the risks identified by the operational functions are effectively managed, in particular through the preparation of a risk map and level two control plans.
These two functions work closely together with the support of a dense network of more than one hundred risk and/or compliance officers in the Group’s various countries. To do this, they have a centralised tool used in all entities to manage and launch level one and level two control plans, record operational or compliance incidents, update the risk map and business continuity plans and monitor action plans intended to address identified weaknesses.
Third line of defence: the audit function
The internal audit function provides an independent assessment of the efficiency of the risk management mechanism and more broadly, of all the Group’s activities and processes, following a multi-year audit plan.
Role of the key functions
The Solvency II regulatory framework grants the Chief executive officer and, as applicable, the Deputy Chief executive officer, the status of executive directors of a group. It authorises the appointment by the Board of Directors of one or more other executive directors.
Each key function is controlled by the Chief executive officer or the effective manager and operates under the ultimate responsibility of the Board of Directors. It has direct access to the Board for reporting any major problem in its area of responsibility. This right is enshrined in the Board of Directors’ Rules of Procedure.
The professional qualifications, knowledge and experience of the heads of key functions should be adequate to enable sound and prudent management. They must be of good repute and integrity.
Key functions are free of influences that may compromise their capacity to carry out the tasks assigned to them in an objective, loyal and independent manner.
Since 2017, regional audit, risk and compliance functions report to managers in charge of these functions at Group level. Similarly, subject to compliance with local regulations, the same reporting line by function has been established between country and regional managers.
Risk management function
Under the responsibility of the Chief Risk Officer, the risk management function, including the internal control function, covers all the Group’s risks and reports to the Group Risk and Compliance Committee.
It is tasked with assessing the relevance and effectiveness of the internal control system. Regarding Solvency II, it works closely with the actuarial function and is responsible for drafting reports and for prudential oversight. To perform its duties, the risk management function has direct access to Board meetings.
It ensures that risk policies are defined in accordance with regulatory requirements and monitors their application. The policies are reviewed annually by senior management, then approved by the Board of Directors. They are then communicated to all the Group’s entities, thereby helping to forge a common risk culture.
- ●implements and monitors the risk management system;
- ●monitors the Group’s overall risk profile and identifies and assesses emerging risks;
- ●Reports on risk exposure and advises the Board of Directors on risk management matters;
- defines and monitors the Group’s appetite (1) for such risks: the risk appetite takes into account six dimensions through 18 indicators;
- ●validates the partial internal model and other operational models;
- ●updates the mapping of risks to which Coface is exposed, working closely with the operational functions;
- ●contributes to improving and formalising level one control activities implemented by operational staff;
- ●performs level two checks on operational risks, with the exception of compliance risks;
- ●ensures that continuity plans are regularly tested in all entities;
- ●collects data on incidents and losses from the various entities.
The Group’s Risk Management Department leads a network of seven regional risk managers for each region. The regional risk managers also lead a network of correspondents in the countries within their geographic scope. Specifically, these correspondents are responsible for performing the centrally established level two controls at local level, verifying compliance with Group rules and monitoring the progress of action plans.
Compliance function
The compliance function is in charge of developing best practices and preventing compliance risk within all Coface Group companies.
- ●financial crime prevention:
- ●prevention of money laundering and terrorist financing,
- ●compliance with embargoes, asset freezes and other international financial sanctions,
- ●fraud prevention, prevention of active/passive corruption and influence peddling (Sapin II law);
- ●protection of clients and third parties:
- ●Business ethics,
- ●relations with suppliers;
- ●data protection and confidentiality;
- ●professional ethics (management of conflicts of interest);
- ●prevention of agreements or arrangements between competitors;
- ●compliance with laws and regulations applicable to insurance activities.
Internal audit function
The Group’s Internal Audit Department is placed under the responsibility of the Group Audit Director, who is also in charge of the internal audit key function. The Audit Director attends the Group General Executive Committee meetings in an advisory capacity and reports to the Group’s Chief executive officer.
The structure of the internal audit function is based on a reporting line to the Group Audit Director.
An internal audit policy defines the purview of the function. The key objectives of this function include evaluating all or a selection of the points below, according to the scope of each assignment, and reporting on them:
- ●the quality of the financial position;
- ●the level of risks effectively incurred;
- ●the quality of organisation and management;
- ●the consistency, adequacy and proper functioning of risk assessment and control systems, and their compliance with regulatory requirements;
- ●the reliability and integrity of accounting information and management information, including information linked to Solvency II issues;
- ●compliance with laws, regulations and the Group’s rules (compliance). The audit checks the quality and relevance of the procedures implemented to ensure compliance with laws, regulations and professional standards applicable to the audited activities in France and abroad, and with the Group’s policies, decisions by its corporate bodies, and its internal rules;
- ●the quality, effectiveness and smooth operation of the permanent control mechanism and other components of the governance system;
- ●the quality and level of security offered by the information systems; and
- ●the effective implementation of the recommendations of prior audit missions, whether they derive from the proceedings of the Group’s audit function or from external audits by the supervisory authorities.
Assignments are set out in an audit plan approved by the Board of Directors and cover the entire Group scope over a limited number of financial years. An audit ends with a written report and recommendations which are implemented under the supervision of the audit function.
The independence of the audit function is inherent in its mission. There should be no interference in the definition of its field of action, in the fulfilment of its proceedings or in the disclosure of the results of those proceedings.
The Group Audit Director has full authority to refer matters to the Chairman of the Audit Committee and has free access to the Audit Committee. If necessary, and after consulting the Chief executive officer and/or the Chairman of the Audit Committee, the Group Audit Director may inform the ACPR (French Prudential Supervision and Resolution Authority) of any breaches observed.
The Group Audit Department has no operational activity. It neither defines nor manages the mechanisms that it controls. The internal auditors have no other responsibility under any other function. Lastly, the Group Audit Department has access to all the information required to carry out its duties.
Actuarial function
The actuarial function is performed by the Director of the Actuarial Department, who has reported to the Chief Financial Officer since July 1, 2016. It is tasked with advising senior management and supporting its efforts to ensure the Group’s Long-Term solvency and profitability and with overseeing compliance with Solvency II requirements, such as the recording of reserves. To perform its duties, the actuarial function has direct access to Board meetings.
The actuarial function is the point of reference for actuarial matters for several Group departments (Finance, Information, Commercial, Marketing and Claims & Collections) in all Group entities. In particular, it informs the Board of Directors on the appropriateness of the calculation of technical provisions.
In accordance with the requirements of the European Solvency II Directive, the actuarial function is in charge of the following:
- ●coordinating the calculation of technical provisions;
- ●ensuring the appropriateness of the methodologies, underlying models and assumptions used in the calculation of technical provisions;
- ●assessing the adequacy and quality of data used in the calculation of technical provisions;
- ●comparing best estimates against experience;
- ●informing the administrative, management or supervisory bodies of the reliability and adequacy of the calculation of technical provisions;
- ●overseeing the calculation of technical provisions in the cases specified in Article 82 of the directive (approximations related to data quality issues in the estimation of technical provisions);
- ●expressing an opinion on the overall underwriting policy;
- ●expressing an opinion on the adequacy of reinsurance arrangements;
- ●contributing to the effective implementation of the risk management system referred to in Article 44. In particular, it ensures compliance with reserving and underwriting policies and the correct implementation of reinsurance.
5.4Outlook
The Group continues to rely on its teams to monitor the economic situation, which is deteriorating in emerging countries in particular, and the tense geopolitical situation, which could disrupt its business activity.
In this context, it will continue to manage its debtor risk carefully and prudently and, if necessary, will implement action plans to contain this risk, as it did in previous years. The structure of the reinsurance program over several years offers good visibility for the management of debtor risk. With regard to financial and investment portfolio risks, the Group does not intend to significantly change its refinancing structure, which has proven its resilience, or its investment allocation, on which it will continue to act prudently. It will continue to invest in strengthening its risk management programs, including cyber risk, compliance risk and ESG (Environmental, Social and Governance) risk, in order to address the changes that are under way in these areas.
Statement on non-financial performance
Coface’s purpose is to facilitate trade in domestic and export markets. Supporting the development of “B2B” trade brings with it a responsibility that the Group places at the centre of its governance, operations and communication through its “For Trade” baseline. At Coface, we believe in trade as a positive force for the world and we want to actively contribute to it.
The Coface Group has made a commitment to cooperate in the field of corporate, environmental and societal issues for several years now. In 2003, it joined the United Nations Global Compact, through which it supports in its sphere of influence the ten principles of the Global Compact relating to human rights, international labour standards and the fight against corruption. Coface’s Human Resources (HR) policy reflects its economic and corporate plan. It contributes to and accelerates the Coface Group’s strategic transformations, while controlling its environmental impact and ensuring the engagement of its employees.
Since 2022, Coface has participated in the “Business and Civil Society Meetings” organised by Common Stake to forge a better understanding of civil society actors and share constructive views and thinking on current societal changes and those to be carried out for an ecological and social transition on various topics, such as the climate and the respect for human rights. These meetings take place in person and take the form of a half-day of debates, presentations and discussions, organised every two or three months.
In accordance with the requirements relating to the statement on non-financial performance, the Company this year is presenting its business model in the Section entitled “Overview of Coface” (Chapter 0), as well as the main non-financial risks and challenges relating to its business (see next page).
To reinforce its responsibility policy and make it a key component of its business activities, the Coface Group has mapped its non-financial risks since 2018. This mapping was revised and improved in the 2022 financial year to refine the qualification and quantitative assessment of risks, as well as their inclusion in the Group’s overall strategy, supplementing the risk maps already monitored by the Group and presented in Chapter 5.
The following table summarises the main non-financial risks identified by Coface. The nature of these risks and the policies implemented to address them, as well as the main indicators monitored by Coface, are detailed in Chapter 6.3.
Business model |
|
Description |
|
|
URD reference |
---|---|---|---|---|---|
Main activities of the Group, organisation, business model, strategy and objectives |
|
|
|
|
Chapter 0 - Overview of Coface |
Non-financial risks and identified impact |
|
Main policies in place |
|
KPI |
|
|
URD Reference |
---|---|---|---|---|---|---|---|
|
|
|
|
|
2022 |
2023 |
|
R.1 - Inadequate protection against data leaks
|
|
|
|
|
N/A
|
|
6.2.4 d)
|
R.2 - Unsuitable cybersecurity solutions or poor management of a cybersecurity incident
|
|
||||||
R.3 - Non-satisfaction of clients and partners
|
|
|
|
|
|
|
6.2.1 |
R.4 - CSR insufficiently integrated into the commercial policy
|
|
|
|
|
|
|
6.2.2 |
R.5 - Investment in non-responsible assets from an environmental, governance or social standpoint
|
|
|
|
|
|
|
6.2.3 |
R.6 - Fair practices/Failure to control acts of corruption involving Coface employees or third parties as part of Coface’s business activities
|
|
|
|
|
|
|
6.2.4 b. II. + Chapter 5 |
R.7 - Fair practices/Failure to fight against tax evasion by Coface and/or clients using a Coface solution
|
|
|
|
|
|
|
6.2.4 c) |
R.8 - Lack of diversity, inclusion and equal opportunities
|
|
|
|
|
|
|
6.3.3 |
R.9 - Lack of attractiveness for Talents (recruitment and retention: development, onboarding of newcomers, etc.)
|
|
|
|
|
|
|
6.3.4 |
R.10 - Inappropriate management of Coface’s carbon footprint
|
|
|
|
|
|
|
6.4 |
For greater clarity, the number of the risk will be referred to at the beginning of each chapter (R.1, R.2, etc.). These figures do not correspond to a risk hierarchy but rather to the order in which they are addressed in the chapters.
The statement on non-financial performance has been drawn up to meet the requirements of Articles L.225-102-1 and R.225-104 to R.225-105-2 of the French Commercial Code.
6.1Overview of Coface’s CSR strategy
Since 2021, a Group CSR Manager has been responsible for enhancing Coface’s CSR strategy and rolling it out in coordination with the various departments. The Group CSR Manager reports directly to Carole Lytton, Group General Secretary.
Work on enhancing the CSR strategy was organised at the beginning of 2021 and Coface decided to map the pillars of its CSR strategy relative to the UN Sustainable Development Goals (SDGs), a global benchmark in this area, so as to focus on desired global impacts.
The Group has prioritised 11 of the 17 SDGs, most of them selected for their relevance to Coface’s business and the management of its employees.
Other SDGs, for example “quality of education”, have been strongly prioritised given the management team’s sensitivity to these issues. The latter has been chosen as a priority in the Company’s future commitments with organisations around the world.
/The approach has been restructured around three pillars:
- ●A responsible insurer that harnesses its core businesses to contribute to a more sustainable world;
- ●A responsible employer to take into account Coface’s social and societal impact, including employee development and engagement;
- ●A responsible enterprise that works to actively reduce its environmental footprint.
These three pillars are underpinned by a foundation called “Driving the culture”, aimed at structuring the Group’s ESG approach and developing a solid responsible culture among all Coface stakeholders through a communication plan. This last pillar is essential to the success of the first three.
To facilitate the management of this CSR strategy and Coface’s progress with regard to its CSR commitments, the Group sought to implement a data collection tool in 2023. During the implementation of the tool, the reporting practices of recent years were reviewed with a view to challenging and improving them. Workshops were organised with various contributors, in particular to review the relevant indicators for Coface, propose more granular indicators where possible, and harmonise data collection practices across countries and calculation methodologies, particularly between the annual report and the calculation of the carbon footprint.
The tool was also designed to start preparing for the new CSRD regulation, in particular with the GHG protocol methodology that will be followed for the next carbon review. Guidelines have thus been defined and included in the reporting protocol as well as in the data collection tool, as an input aid.
6.2Coface, a responsible insurer
A RESPONSIBLE INSURER |
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Main pillar themes: |
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Client satisfaction |
R.3 |
Integration of CSR into the commercial policy:
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R.4 |
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Environmental and social impact of investments |
R.5 |
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Fair practices:
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R.6 R.7 |
Convinced that its core impact is generated by its business operations, Coface has decided to undertake several structural projects internally.
6.2.1Client satisfaction
Coface’s purpose is to facilitate B2B trade in domestic and export markets alike. All the items of value provided by Coface as a credit insurer – macro-economic risk analysis, the selection and supervision of commercial counterparties, insurance protection in the event of unpaid payments and the reduction of unpaid amounts through active recovery – contribute to this purpose. In times of economic difficulties, the increase in risks nevertheless leads to a tightening of the Group’s underwriting policy, which inevitably impacts client satisfaction. This risk is regularly echoed in the economic press, as was the case during the economic crisis caused by the COVID-19 outbreak in 2020.
The Group’s management in the various phases of the economic cycle hinges on striking the right balance between sound risk management and support of the business flows of insured clients. However, persistent client dissatisfaction could indicate a deviation from the Group’s stated purpose, leading to a loss of market share, pressure on prices, a deterioration in the Company’s results and at the same time a reduction in the Group’s contribution to the smoothness of B2B trade. Which is why it is vital to manage and measure this risk.
To address the risk of a deterioration in client satisfaction, Coface has implemented a policy on the continuous improvement of service quality and communication with its clients. Coface thus acknowledges that, during delicate economic phases, supporting companies also involves knowing how to explain changes in guarantees to put clients in a position to manage their risks in the most informed manner possible. This policy on improving the quality of service and communication is assessed using a series of KPIs (including the Net Satisfaction Score, Net Promoter Score and Customer Experience Index) monitored on a monthly basis by the Service Quality Board, a cross-functional body responsible for managing service quality and client satisfaction.
This Group priority was confirmed by the appointment in 2021 of a Chief Operating Officer tasked with reinforcing Coface’s programme on operational excellence and service quality and further improving the client experience.
To measure client satisfaction, the Group has chosen the Net Promoter Score (NPS) as a key indicator. Also known as the net recommendation rate, the NPS gives a voice to clients, calling on them to rate their likelihood of recommending the Company on a scale of 0 to 10 (“Would you recommend Coface to a friend or business partner?”) This indicator is interesting because it indicates an attachment to the Company and is forward-looking.
The Net Promoter Score is measured every month with clients (excluding brokers) in credit insurance, the Group’s main activity. It is based on a monthly survey with a rotating sample. Every month, around 10% of clients are surveyed, the monthly rotation serving to prevent excessive solicitation. By using this methodology, the Group obtained an average response rate (number of questionnaires validated/emails sent) of 11.3% in 2023, in line with the response rates generally observed for this type of survey. The various aspects of the survey (client countries, segments, distribution network) are sampled in a balanced manner for each wave to ensure that the results are comparable. However, the number of responses collected does not allow statistically reliable segmented analyses to be performed on a monthly basis. Any trends detected are therefore subject to qualitative additions, for example by calling “detractor” clients, which the Group has rolled out widely as part of its quality approach.
On a response scale of 0 to 10, respondents giving a score of between 0 and 6 are counted as “detractors” and respondents giving a score of 9 or 10 are counted as “promoters”. Those attributing a score of 7 and 8 are considered as “passives”. The NPS is the difference between the percentage of promoters and the percentage of detractors, oscillating on a scale from -100 (where all respondents chose a score of 6 and under) to +100 (where all respondents chose a score of 9 or 10).
The NPS fell at the beginning of the pandemic. But owing to the Group’s ability to adapt, it then rose to a satisfactory level and had improved significantly by April 2021. Since 2022, the Group’s average NPS has remained at historically high levels. This trend should be put into perspective with the relatively high coverage rates compared with the historical Coface average that the Group proposed over this period, themselves enabled by the extremely limited levels of insolvency in the economy despite price pressures and the instability corresponding to the conflict in Ukraine. It should be noted that this sustained support for clients in terms of risk acceptance has recognised as part of surveys even though inflationary pressures automatically increased the levels of coverage requested. Since mid-2023, the number of insolvencies has returned to normal in many markets, making it possible to envisage a reversal of trends on coverage rates and the NPS in the coming months.(1)
6.3Coface, a responsible employer
A RESPONSIBLE EMPLOYER |
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Main pillar themes: |
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Key figures |
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Diversity, inclusion, equal opportunities (multiculturality, disability, gender equality, sexual orientation) and societal commitment |
R.8 |
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Attracting, developing and retaining talent; engaging employees (induction and training of employees, international occupational mobility, employee engagement, compensation policy, etc.) |
R.9 |
- ●increased competition in the international talent market and expertise in financial services;
- ●a gradual renewal of the expectations of applicants and employees in terms of work-life balance, and in terms of the quality of the working environment and the corporate culture;
- ●the growing need to recognise oneself in diverse teams, with inclusive management;
- ●the confirmation of the need for flexibility in the organisation of the time and place of work;
- ●the volatility of talented professionals highly sensitive to salary increases and career advancement.
These challenges drover more than ever the work of Coface’s Human Resources teams. They informed the development of the teams’ skills and guided the projects and initiatives for the year.
The MyVoice survey, administered three times a year, measures the effectiveness of initiatives and the results of these trends, and guides the work of managers at all functions and levels in a highly precise manner.
The work carried out on engagement has been greatly strengthened. Coface has numerous indicators that measure progress on the priority areas of the Human Resources policy.
Career management, international occupational mobility and the identification of high potentials capable of filling tomorrow’s management and management positions are now served by firmly established processes and policies in Coface’s governance and the results are constantly improving. Around 100 employees are currently on international transfers.
the proportion of vacant senior management positions filled by internal talent during the year stabilised at a high level of over 60%.
the attrition rate of high potentials, a professional population more exposed to the market, remains consistent with the overall attrition rate, and remains at a reasonable level (around 8%). At the same time, the engagement of these high-potential professionals is high, exceeding the internal and external benchmark.
The Diversity, Equity and Inclusion initiative was particularly dynamic, contributing to establish Coface as a company perceived by talented professionals as a responsible company in this area.
Coface has stepped up training and awareness-raising for all staff on inclusive behaviour and the network of regional champions has worked in-depth across Coface’s entire scope.
To remain competitive on compensation, the Human Resources teams also worked to build a global compensation management module using the “My HR Place” tool, the first stone of which was laid in 2022. From 2024, this new tool will enable the application of wage policies as close as possible to the local teams.
Lastly, the rapid development of information sales once again strongly mobilised the Human Resources teams, with the recruitment and integration of more than 100 new employees and the management of more than 350 people dedicated to this new activity.
6.3.1Key figures
A workforce structure reflecting strategic guidelines
Coface’s headcount increased compared with 2022. The most significant increase in headcount, as in the previous year, related to sales and marketing.
This increase reflects one of the initiatives of the Build to Lead strategic plan, namely the development of information sales. The number of employees directly dedicated to sales increased by 22% compared with the previous year, accelerating the development of this product line.
A few headcount figures
The Group’s Human Resources data system “My HR Place” is now the source used for all employment analyses and statistics, global and local, that are requested from the Human Resources teams, and in particular for this document.
Data from the system now supports studies, action plans and strategic decisions based on reliable analyses.
Strong international dimension
At December 31, 2023, Coface had 4,970 employees. Coface benefits from the diversity of cultures, working methods and practices of the countries in which the Group operates.
The figures in this report illustrate the workforce and give a global view of the Company. Given the Group’s organisational model, indicators are presented by region.
/Breakdown of workforce by region
At December 31, 2023, the Group employed 4,970 people in 58 countries, compared with 4,721 at December 31, 2022. The table below shows the geographical breakdown of the Group’s workforce since December 31, 2021:
The Coface workforce increased by 5.3% in 2023. The Western Europe region, the largest in terms of headcount, comprises the employees of the Group’s head office and the French commercial entity. Next comes Central Europe where, in addition to commercial activities, two structures based in Romania carry out the production of operational tasks for other Group entities. It comprises both a shared services centre and the Group IT development centre.
/Breakdown of workforce by activity
As presented above, the Sales and Marketing activities are experiencing strong growth, particularly as a result of the strategic ambitions of the Build to Lead strategic plan relating to the development of Information Sales and the creation of value through growth.
The workforce rose 5% overall, reflecting the increase in activity and Coface’s commercial performance, despite a more volatile and complex economic environment.
Types of employment contract
|
2023 |
2022 |
2021 |
Change 2023 vs. 2022 |
---|---|---|---|---|
Northern Europe |
99.3% |
97.7% |
98.1% |
1.6% |
Western Europe |
98.6% |
98.2% |
98.2% |
0.4% |
Central Europe |
98.6% |
95.7% |
93.5% |
2.9% |
Mediterranean & Africa |
99.5% |
99.5% |
98.6% |
0.0% |
North America |
100.0% |
100.0% |
100.0% |
0.0% |
Latin America |
93.8% |
94.7% |
96.2% |
(0.09)% |
Asia-Pacific |
97.9% |
98.3% |
97.3% |
(0.4)% |
Age ranges by country
Because careers are lengthening and the Group is convinced of the effectiveness of intergenerational dialogue and collaboration, diversity in Human Resources serves to drive Coface’s collective performance. This aspect is highlighted by the breakdown of the workforce by age group and region.
In 2022 |
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Overall TOTAL |
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Age ranges |
Asia-Pacific |
Central Europe |
Latin America |
Mediterranean & Africa |
North America |
Northern Europe |
Western Europe |
|
< 30 |
22.72% |
18.49% |
26.11% |
13.03% |
14.29% |
7.58% |
12.8% |
15.61% |
30 to 40 |
40.13% |
42.71% |
36.95% |
30.45% |
19.64% |
19.17% |
30.3% |
32.41% |
40 to 50 |
24.63% |
28.04% |
25.88% |
35.64% |
24.11% |
30.19% |
27.0% |
28.81% |
> 50 |
12.53% |
10.75% |
11.06% |
20.88% |
41.96% |
43.06% |
29.8% |
23.17% |
Total |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
In 2023 |
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Overall TOTAL |
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Age ranges |
Asia-Pacific |
Central Europe |
Latin America |
Mediterranean & Africa |
North America |
Northern Europe |
Western Europe |
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< 30 |
24.56% |
18.41% |
25.38% |
13.22% |
13.20% |
9.95% |
13.86% |
16.24% |
30 to 40 |
36.84% |
39.47% |
36.77% |
28.59% |
23.20% |
18.28% |
29.99% |
30.93% |
40 to 50 |
25.34% |
30.41% |
23.66% |
33.79% |
25.60% |
29.84% |
26.25% |
28.61% |
> 50 |
13.26% |
11.71% |
14.19% |
24.41% |
38.00% |
41.94% |
29.90% |
24.23% |
Total |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
Several countries, where the average age of employees is over 45, are long-standing locations for Coface (Germany, USA) in which the resignation rate remains historically low. In contrast, the workforce is younger in Asia-Pacific and Latin America countries, where almost one-quarter of the workforce is under 30.
6.4Coface, a responsible enterprise
Environmental issues are becoming increasingly important in public debate. The Paris Agreement, which aims to limit global warming to 1.5 °C compared with the pre-industrial level (and thus targeting carbon neutrality by 2050 at the latest), marks a turning point by recognising the significant role played by companies in global climate governance.
Companies are facing new regulations in this respect, as well as significant pressure from investors and employees to adapt their business activity to current environmental challenges and reduce their environmental footprint.
Companies, Coface included, failing to comply with regulations and contribute to this international effort may be exposed to controversy and see their appeal fade in the eyes of internal and external stakeholders.
6.4.1General environmental policy
A policy taking shape
Seeking to contribute to this effort and adapt to current and future regulations, Coface is beginning by adapting its business model, gradually taking into account the environmental and climate risks of clients and debtors, the environmental and social impacts of investments and by demonstrating its ambition to strengthen its support for ESG projects with its Single Risk activity (as explained above in paragraph 6.2). In 2021, the Group also initiated an approach to reduce its environmental footprint, starting with measuring its carbon footprint.
A carbon assessment was finalised in 2022, based on 2019. This enabled Coface to establish an action plan to reduce its greenhouse gas (GHG) emissions and initiate a trajectory on emissions reduction (the approach explained in Section 6.4.2).
In parallel, Coface implemented a Group vehicle policy in 2020 applying to all entities, the main objectives being uniform and consistent practices and a reduction in the carbon impact of its vehicle fleet. The vehicles available in each country’s catalogue must be adapted to the use of drivers. The emphasis is on hybrid and petrol models and a limited range of models per vehicle, the aim being to increasingly reduce the environmental impact of its fleet in future years. Additional options that have a negative impact on vehicle consumption are also prohibited. As explained later in this chapter, the Group has planned a review of its car policy in 2024 in order to limit the increase in the number of cars in the fleet and strengthen the electrification of the fleet.
In addition, the building housing the head office in Bois-Colombes since 2013 has a capacity of around 1,200 employees (accounting for approximately 94% of office space in France). It has obtained NF MQE certification (high environmental quality for construction) and BREEAM certification (BRE Environmental Assessment Method). It incorporates current best practices in terms of the immediate environmental impact, construction materials and processes, and production of waste.
6.5Driving the culture
To succeed in the approaches presented in reference to the first three pillars of the CSR strategy, Coface has implemented a cornerstone initiative called “Driving the culture” aimed at structuring the Group’s ESG approach and developing a robust culture of responsibility among all Coface’s stakeholders through a communication plan.
Governance reviewed
Coface introduced a CSR governance system in 2022 mainly based on a network of CSR champions in the various regions and a CSR Committee including all the members of the Executive Committee and chaired by the CEO. The Group CSR Manager also attends Group Risk Committee Meetings to ensure that ESG issues are properly taken into account at Coface. The role of champions is to communicate on the CSR strategy within their region and to collect ideas or questions from employees. The champions also organise awareness-raising initiatives or workshops in the regions, work together with the Communication Department and the regional management, and help with the implementation of the emissions reduction plan in the regions.
The role of the Group CSR Committee is to coordinate Group and regional initiatives while steering Coface’s environmental and social ambitions and progress at each level of the organisation.
6.6European Taxonomy
Pursuant to EU Regulation 2020/852 of June 18, 2020, known as the “Taxonomy Regulation”, Coface is required, when closing its 2023 financial statements, to publish the information provided for in Article 8 of said regulation, supplemented by the Commission Delegated Regulation of July 6, 2021.
The objective is to direct investments towards activities considered as environmentally sustainable with a view to achieving carbon neutrality by 2050.
The Taxonomy Regulation identifies economic activities that contribute substantially to six environmental objectives:
- 1 .Climate change mitigation;
- 2 .Climate change adaptation;
- 3 .The sustainable use and protection of water and marine resources;
- 4 .The transition to a circular economy;
- 5 .Pollution prevention and control;
- 6 .The protection and restoration of biodiversity and ecosystems.
On January 1, 2024 (based on the 2023 financial year), Coface's regulatory obligation concerns the publication of information relating to eligible activities aligned with the European Taxonomy under the first two environmental objectives in force; and also the publication of information relating to eligible activities under the other four environmental objectives.
- ●Be eligible for the European Taxonomy;
- ●Contribute substantially to one or more of the environmental objectives;
- ●Do Not Cause Significant Harm to any of the environmental objectives (DNSH);
- ●Carried out in compliance with certain minimum guarantees (human and social rights).
6.6.1Investment indicator
According to the European Commission FAQ published in December 2021, insurers are obliged to publish the information required by the European Taxonomy regulation based on the real information published by companies.
For fiscal year 2023, Coface will publish two regulatory ratios for the investment ratio, namely a weighted ratio based on revenue (CA) and a weighted ratio based on capital expenditure (CAPEX).
The investment ratios published below are based on the actual data reported by the companies. The ratio corresponds to the amounts of assets aligned (in market value) with the European Taxonomy regarding the first two climate objectives (climate change mitigation and adaptation) relative to the market value of the covered assets.
Regulatory investment ratio reported based on revenue
Based on revenue |
Market value (in €) |
---|---|
The weighted average value of all the investments of insurance or reinsurance undertakings that are directed at funding, or are associated with Taxonomy-aligned economic activities (including green bonds) relative to the value of total assets covered by the KPI |
74,126,460 |
The monetary value of assets covered by the KPI. Excluding investments in sovereign entities. |
1,956,821,112 |
Regulatory investment ratio including Taxonomy-aligned Green Bonds (as a % of covered assets) |
3.8% |
The exposure to Taxonomy-aligned economic activities (including aligned green bonds) of Coface’s investment portfolio amounts to 3.8% of covered assets, based on actual data weighted by the companies’ revenue.
Breakdown of numerator |
Market value (in €) |
% of exposures aligned |
---|---|---|
Value of Taxonomy-aligned exposures to non-financial undertakings subject to Articles 19a and 29a of Directive 2013/34/EU |
20,140,110 |
27% |
Value of Green Bonds whose economic activities are aligned with the Taxonomy |
53,986,350 |
73% |
Numerator total (=exposure to Taxonomy-aligned economic activities - including aligned Green Bonds) |
74,126,460 |
100% |
Breakdown of the denominator |
Market value (in €) |
% of covered assets |
---|---|---|
The percentage of derivatives relative to total assets covered by the KPI. |
147,633 |
0% |
The proportion of exposures to financial and non-financial undertakings not subject to Articles 19a and 29a of Directive 2013/34/EU over total assets covered by the KPI |
1,290,613,890 |
66% |
The proportion of Taxonomy-aligned exposures to financial and non-financial undertakings subject to Articles 19a and 29a of Directive 2013/34/EU over total assets covered by the KPI |
123,754,628 |
6% |
The proportion of exposures to other counterparties over total assets covered by the KPI |
542,304,962 |
28% |
Total denominator (=covered assets) |
1,956,821,112 |
100% |
Indicator of eligibility for the Taxonomy |
Market value (in €) |
% of covered assets |
---|---|---|
Share of exposures to economic activities not eligible for Taxonomy, relative to total assets covered by the KPI |
1,887,538,814 |
96% |
Share of exposure to Taxonomy-eligible economic activities in total assets covered by the KPI |
69,282,298 |
4% |
Total denominator (=covered assets) |
1,956,821,112 |
100% |
Exposure to economic activities eligible for the Taxonomy |
Market value (in €) |
% of eligible exposures |
---|---|---|
Value of all investments that finance economic activities eligible for the Taxonomy and aligned with the Taxonomy |
20,140,110 |
29% |
Value of all investments that finance economic activities eligible for Taxonomy but not aligned with Taxonomy |
49,142,188 |
71% |
Total exposures eligible for the Taxonomy |
69,282,298 |
100% |
Breakdown of regulatory investment ratio |
Market value (in €) |
As a % |
---|---|---|
(1) Climate change mitigation |
15,606,664 |
77% |
(2) Climate change adaptation |
1,576,198 |
8% |
(3) Sustainable use and protection of water and marine resources |
N/A |
N/A |
(4) Transition to a circular economy |
N/A |
N/A |
(5) Pollution prevention and control |
N/A |
N/A |
(6) Protection and restoration of biodiversity and ecosystems |
N/A |
N/A |
Regulatory investment ratio (excluding aligned green bonds) |
20,140,110 |
100% |
Regulatory investment ratio reported based on CAPEX
Based on CAPEX |
Market value (in €) |
---|---|
Weighted average value of all the investments of insurance or reinsurance undertakings that are directed at funding, or are associated with Taxonomy-aligned economic activities relative to the value of total assets covered by the KPI |
44,407,109 |
Monetary value of assets covered by the KPI. Excluding investments in sovereign entities |
1,956,821,112 |
Regulatory investment ratio (as a % of covered assets) |
2.3% |
Exposure to economic activities aligned with the Taxonomy for Coface’s investment portfolio amounts to 2.3% of covered assets, based on actual data weighted by companies’ capital expenditure.
Breakdown of the denominator |
Market value (in €) |
% of covered assets |
---|---|---|
Percentage of derivatives relative to total assets covered by the KPI |
147,633 |
0% |
Share of exposures to financial and non-financial companies not subject to Articles 19a and 29a of Directive 2013/34/EU, as a proportion of total assets covered by the KPI |
1,290,613,890 |
66% |
Share of exposures to financial and non-financial companies subject to Articles 19a and 29a of Directive 2013/34/EU, as a proportion of total assets covered by the KPI |
123,754,628 |
6% |
Exposure to other counterparties and assets as a proportion of total assets covered by KPI |
542,304,962 |
28% |
Total denominator (=covered assets) |
1,956,821,112 |
100% |
Indicator of eligibility for the Taxonomy |
Market value (in €) |
% of covered assets |
---|---|---|
Share of exposures to economic activities not eligible for Taxonomy, relative to total assets covered by KPI
|
1,849,381,303 |
95% |
Share of exposure to Taxonomy-eligible economic activities in total assets covered by KPI |
107,439,809 |
5% |
Total denominator (=covered assets) |
1,956,821,112 |
100% |
Exposure to economic activities eligible for the Taxonomy |
Market value (in €) |
% of eligible exposures |
---|---|---|
Value of all the investments that are funding Taxonomy eligible economic activities, and taxonomy aligned |
44,407,109 |
41% |
Value of all the investments that are funding Taxonomy eligible economic activities, but not taxonomy aligned |
63,032,700 |
59% |
Total exposures eligible for the Taxonomy |
107,439,809 |
100% |
Breakdown of regulatory investment ratio by environmental objective based on CAPEX |
Market value (in €) |
As a % |
---|---|---|
(1) Climate change mitigation |
39,873,004 |
90% |
(2) Climate change adaptation |
4,386,869 |
10% |
(3) Sustainable use and protection of water and marine resources |
N/A |
N/A |
(4) Transition to a circular economy |
N/A |
N/A |
(5) Pollution prevention and control |
N/A |
N/A |
(6) Protection and restoration of biodiversity and ecosystems |
N/A |
N/A |
Regulatory investment ratio |
44,407,109 |
100% |
Share of investments in taxonomy-eligible activities under the four other environmental objectives
Given the lack of actual data reported by companies, Coface is not in a position to determine investments in taxonomy-eligible activities under the other four environmental objectives. Coface will publish this information when actual data reported by companies becomes available.
Share of investments in activities eligible for taxonomy under the other four environmental objectives, based on revenue |
Market value (in €) |
As a % |
---|---|---|
(3) Sustainable use and protection of water and marine resources |
N/A |
N/A |
(4) Transition to a circular economy |
N/A |
N/A |
(5) Pollution prevention and control |
N/A |
N/A |
(6) Protection and restoration of biodiversity and ecosystems |
N/A |
N/A |
N/A: Not available by our data provider |
N/A |
N/A |
Share of investments in taxonomy-eligible activities under the other four environmental objectives, based on capital expenditure (CAPEX) |
Market value (in €) |
As a % |
---|---|---|
(3) Sustainable use and protection of water and marine resources |
N/A |
N/A |
(4) Transition to a circular economy |
N/A |
N/A |
(5) Pollution prevention and control |
N/A |
N/A |
(6) Protection and restoration of biodiversity and ecosystems |
N/A |
N/A |
N/A: Not available by our data provider |
N/A |
N/A |
Methodology
- ●covered assets (ratio denominator) correspond to the total invested assets including exposures to cash and cash equivalents, excluding exposures to central governments, central banks and supranational issuers;
- ●derivatives and investments in companies not subject to the NFRD and non-EU companies are excluded from the numerator of the key indicators but are included in the denominator;
- ●exposures to assets eligible for the European Taxonomy concern corporate bonds, listed equities and cash and cash equivalents.
All Taxonomy data has been transmitted and checked by our asset manager Amundi. The Amundi Taxonomy methodology was audited by Coface in 2022.
The breakdown of environmental objectives on climate change mitigation and adaptation cannot be added up to calculate total aligned revenue and total aligned investment expenditure. Companies sometimes report only on the total, and not on detail by environmental objective. In addition, revenue, as well as capital expenditure, can be considered to be both aligned with the objective of climate change mitigation and adaptation to climate change. The addition of the two factors would thus result in double counting.
Nuclear energy and fossil gas
According to the European Commission’s FAQ, financial companies must report on nuclear and fossil gas activities by completing templates 1, 2, 3, 4 and 5 of the Complementary Delegated Act on Gas and Nuclear Activities.
Template 1: Activities related to nuclear energy and fossil gas
Given the patchy actual data (reported by companies), Coface has filled in template 1 using a conservative and cautious approach. Coface will publish this information when the actual data reported by companies is available and complete.
Line |
Nuclear energy related activities |
|
1 |
The Company carries out, funds or has exposures to research, development, demonstration and deployment of innovative electricity generation facilities that produce energy from nuclear processes with minimal waste from the fuel cycle |
Yes |
2 |
The Company carries out, funds or has exposures to construction and safe operation of new nuclear installations to produce electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen production, as well as their safety upgrades, using best available technologies |
Yes |
3 |
The Company carries out, funds or has exposures to safe operation of existing nuclear installations that produce electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen production from nuclear energy, as well as their safety upgrades. |
Yes |
|
Fossil gas activities |
|
4 |
The Company carries out, funds or has exposures to construction or operation of electricity generation facilities that produce electricity using fossil gaseous fuels |
Yes |
5 |
The Company carries out, funds or has exposures to construction, refurbishment, and operation of combined heat/cool and power generation facilities using fossil gaseous fuels. |
Yes |
6 |
The Company carries out, funds or has exposures to construction, refurbishment and operation of heat generation facilities that produce heat/cool using fossil gaseous fuels |
Yes |
Template 2: Taxonomy-aligned economic activities (denominator) based on revenue
Given the fragmented actual data (reported by companies), Coface is not in a position to communicate the breakdown of economic activities aligned with the Taxonomy referred to in lines 1 to 6. Coface will publish this information when the actual data reported by companies is available and complete.
Line |
Economic activities |
Amount and proportion (information must be presented in monetary amount and as a percentage) |
|||||
CCM + CCA |
Climate change mitigation (CCM) |
Climate change adaptation (CCA) |
|||||
Amount |
% |
Amount |
% |
Amount |
% |
||
1 |
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
|
|
|
|
2 |
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
|
|
|
|
3 |
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
|
|
|
|
4 |
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
|
|
|
|
5 |
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
|
|
|
|
6 |
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.31 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
|
|
|
|
7 |
Amount and proportion of other taxonomy-aligned economic activities not referred to in rows 1 to 6 above in the denominator of the applicable KPI |
74,126,460 |
3.8% |
74,126,460 |
3.8% |
0 |
0% |
8 |
Total applicable KPI |
1,956,821,112 |
100% |
1,956,821,112 |
100% |
1,956,821,112 |
100% |
Template 2: Taxonomy-aligned economic activities (denominator) based on CAPEX
Line |
Economic activities |
Amount and proportion (information must be presented in monetary amount and as a percentage) |
|||||
CCM + CCA |
Climate change mitigation (CCM) |
Climate change adaptation (CCA) |
|||||
Amount |
% |
Amount |
% |
Amount |
% |
||
1 |
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
|
|
|
|
2 |
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
|
|
|
|
3 |
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
|
|
|
|
4 |
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
|
|
|
|
5 |
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
|
|
|
|
6 |
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.31 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
|
|
|
|
7 |
Amount and proportion of other taxonomy-aligned economic activities not referred to in rows 1 to 6 above in the denominator of the applicable KPI |
44,407,109 |
2.3% |
44,407,109 |
2.3% |
0 |
0% |
8 |
Total applicable KPI |
1,956,821,112 |
100% |
1,956,821,112 |
100% |
1,956,821,112 |
100% |
Template 3: Taxonomy-aligned economic activities (numerator) based on revenue
Given the fragmented actual data (reported by companies), Coface is not in a position to communicate the breakdown of economic activities aligned with the Taxonomy referred to in lines 1 to 6. Coface will publish this information when the actual data reported by companies is available and complete.
Line |
Economic activities |
Amount and proportion (information must be presented in monetary amount and as a percentage) |
|||||
CCM + CCA |
Climate change mitigation (CCM) |
Climate change adaptation (CCA) |
|||||
Amount |
% |
Amount |
% |
Amount |
% |
||
1 |
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable KPI |
|
|
|
|
|
|
2 |
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable KPI |
|
|
|
|
|
|
3 |
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable KPI |
|
|
|
|
|
|
4 |
mount and proportion of taxonomy-aligned economic activity referred to in Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable KPI |
|
|
|
|
|
|
5 |
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable KPI |
|
|
|
|
|
|
6 |
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.31 of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable KPI |
|
|
|
|
|
|
7 |
Amount and proportion of other taxonomy-aligned economic activities not referred to in rows 1 to 6 above in the numerator of the applicable KPI |
74,126,460 |
100% |
74,126,460 |
100% |
0 |
0% |
8 |
Total amount and proportion of taxonomy-aligned economic activities in the numerator of the applicable KPI |
74,126,460 |
100% |
74,126,460 |
100% |
74,126,460 |
100% |
Template 3: Taxonomy-aligned economic activities (numerator) based on CAPEX
Line |
Economic activities |
Amount and proportion (information must be presented in monetary amount and as a percentage) |
|||||
CCM + CCA |
Climate change mitigation (CCM) |
Climate change adaptation (CCA) |
|||||
Amount |
% |
Amount |
% |
Amount |
% |
||
1 |
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable KPI |
|
|
|
|
|
|
2 |
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable KPI |
|
|
|
|
|
|
3 |
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable KPI |
|
|
|
|
|
|
4 |
mount and proportion of taxonomy-aligned economic activity referred to in Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable KPI |
|
|
|
|
|
|
5 |
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable KPI |
|
|
|
|
|
|
6 |
Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.31 of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable KPI |
|
|
|
|
|
|
7 |
Amount and proportion of other taxonomy-aligned economic activities not referred to in rows 1 to 6 above in the numerator of the applicable KPI |
44,407,109 |
100% |
44,407,109 |
100% |
0 |
0% |
8 |
Total amount and proportion of taxonomy-aligned economic activities in the numerator of the applicable KPI |
44,407,109 |
100% |
44,407,109 |
100% |
44,407,109 |
100% |
Template 4: Taxonomy-eligible but not taxonomy-aligned economic activities based on revenue
Line |
Economic activities |
Amount and proportion (information must be presented in monetary amount and as a percentage) |
|||||
CCM + CCA |
Climate change mitigation (CCM) |
Climate change adaptation (CCA) |
|||||
Amount |
% |
Amount |
% |
Amount |
% |
||
1 |
Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity referred to in Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
|
|
|
|
2 |
Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity referred to in Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
|
|
|
|
3 |
Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity referred to in Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
|
|
|
|
4 |
Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity referred to in Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
|
|
|
|
5 |
Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity referred to in Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
|
|
|
|
6 |
Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity referred to in Section 4.31 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
|
|
|
|
7 |
Amount and proportion of other taxonomy-eligible but not taxonomy-aligned economic activities not referred to in rows 1 to 6 abo ve in the denominator of the applicable KPI |
ND |
ND |
ND |
ND |
ND |
ND |
8 |
Total amount and proportion of taxonomy eligible but not taxonomy-aligned economic activities in the denominator of the applicable KPI |
ND |
ND |
ND |
ND |
ND |
ND |
Template 4: Taxonomy-eligible but not taxonomy-aligned economic activities based on CAPEX
Line |
Economic activities |
Amount and proportion (information must be presented in monetary amount and as a percentage) |
|||||
CCM + CCA |
Climate change mitigation (CCM) |
Climate change adaptation (CCA) |
|||||
Amount |
% |
Amount |
% |
Amount |
% |
||
1 |
Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity referred to in Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
|
|
|
|
2 |
Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity referred to in Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
|
|
|
|
3 |
Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity referred to in Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
|
|
|
|
4 |
Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity referred to in Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
|
|
|
|
5 |
Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity referred to in Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
|
|
|
|
6 |
Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity referred to in Section 4.31 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
|
|
|
|
7 |
Amount and proportion of other taxonomy-eligible but not taxonomy-aligned economic activities not referred to in rows 1 to 6 abo ve in the denominator of the applicable KPI |
ND |
ND |
ND |
ND |
ND |
ND |
8 |
Total amount and proportion of taxonomy eligible but not taxonomy-aligned economic activities in the denominator of the applicable KPI |
ND |
ND |
ND |
ND |
ND |
ND |
Template 5: Taxonomy non-eligible economic activities based on revenues
Line |
Economic activities |
Amount |
% |
---|---|---|---|
1 |
Amount and proportion of economic activity referred to in row 1 of Template 1 that is taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
2 |
Amount and proportion of economic activity referred to in row 2 of Template 1 that is taxonomy-non-eligible in accordance with Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
3 |
Amount and proportion of economic activity referred to in row 3 of Template 1 that is taxonomy-non-eligible in accordance with Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
4 |
Amount and proportion of economic activity referred to in row 4 of Template 1 that is taxonomy-non-eligible in accordance with Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
5 |
Amount and proportion of economic activity referred to in row 5 of Template 1 that is taxonomy-non-eligible in accordance with Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
6 |
Amount and proportion of economic activity referred to in row 6 of Template 1 that is taxonomy-non-eligible in accordance with Section 4.31 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
7 |
Amount and proportion of other taxonomy-non-eligible economic activities not referred to in rows 1 to 6 above in the denominator of the applicable KPI |
ND |
ND |
8 |
Total amount and proportion of taxonomy-non-eligible economic activities in the denominator of the applicable KPI |
ND |
ND |
Template 5: Taxonomy non-eligible economic activities based on CAPEX
Line |
Economic activities |
Amount |
% |
---|---|---|---|
1 |
Amount and proportion of economic activity referred to in row 1 of Template 1 that is taxonomy-non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
2 |
Amount and proportion of economic activity referred to in row 2 of Template 1 that is taxonomy-non-eligible in accordance with Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
3 |
Amount and proportion of economic activity referred to in row 3 of Template 1 that is taxonomy-non-eligible in accordance with Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
4 |
Amount and proportion of economic activity referred to in row 4 of Template 1 that is taxonomy-non-eligible in accordance with Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
5 |
Amount and proportion of economic activity referred to in row 5 of Template 1 that is taxonomy-non-eligible in accordance with Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
6 |
Amount and proportion of economic activity referred to in row 6 of Template 1 that is taxonomy-non-eligible in accordance with Section 4.31 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI |
|
|
7 |
Amount and proportion of other taxonomy-non-eligible economic activities not referred to in rows 1 to 6 above in the denominator of the applicable KPI |
ND |
ND |
8 |
Total amount and proportion of taxonomy-non-eligible economic activities in the denominator of the applicable KPI |
ND |
ND |
Given the fragmented actual data (reported by companies), Coface is not in a position to complete templates 4 and 5 for the 2023 financial year. The Group is committed to monitoring the progress of publications by the companies concerned in order to complete these templates for the next financial year.
6.7Standards and methodology
6.7.1Methodology for identifying non-financial risk
1/ The first step consisted in identifying a fairly broad spectrum of non-financial issues that could affect the Group or the Company in the broad sense through the Group’s activities. This initial risk inventory was prepared based on an in-house review of CSR issues and CSR data collected in previous fiscal years, internal consultations, particularly with the Risk Department, as well as an external benchmark, analysing in particular the non-financial disclosures of other players in the financial sector together with best practices in the management of non-financial risks. Discussions with investors, rating agencies, clients and employees also helped to enrich the list of these issues.
- ●environmental risks (responsible enterprise);
- ●social risks (responsible employer);
- ●risks related to our core business (responsible insurer); and
- ●governance risks.
Risk identification is an ongoing process that involves the business line managers with the assistance of risk managers. This identification is based on:
- ●the experience and knowledge of the business lines of the processes for which they are responsible, as well as the analysis of events that may negatively or positively affect these activities;
- ●the analysis of failures and incidents having occurred during the year, in particular by identifying the root causes of these events;
- ●Risks may also be detected when analysing new projects, products or new regulations.
2/ Risks are also assessed on an ongoing basis, i.e. at least once a year with the business line manager during Risk Identification and Assessment Meetings, and whenever a significant risk event occurs requiring an update of the assessment (major incident or significant failure identified during internal controls or external audits).
Each risk was assessed using an approach consistent with that implemented by the Group Risk Department for all risk mapping. The completeness of ESG risks has been compared with those present in the Company’s risk management tool (operational or strategic risks) to ensure that risks with an ESG aspect are identified and that the results of the assessments obtained for these risks in annual risk analysis campaigns are transposed. The other risks not assessed were quantified and prioritised using a method based on that used in the risk management tool. Each non-financial risk was analysed in depth based on two criteria:
- ●the level of intrinsic risk qualified as inherent risk: the assessment is carried out by cross-referencing the impact (the most unfavourable scenario of the financial impact, the client impact and the regulatory and legal impact) with an assessment of the risk occurrence frequency. An inherent risk matrix determines the level of inherent risks assessed on a scale of four levels: high, important, moderate and low;
- ●the level of control of this risk based on the effectiveness of Level 1 and 2 controls, internal and external audit results, documentation, governance and monitoring of key performance indicators, IT and staff.
3/ Based on the assessments, the Group prioritised ten non-financial risks, which were approved by the relevant departments. An initial prioritisation is carried out to define the level of residual risk resulting from the cross-referencing of the inherent risk with risk mitigation according to a risk matrix resulting in one of four assessment levels: High, Important, Moderate and Low. A second prioritisation is also carried out using the same residual risk scale taking into account the most important inherent impact, then the level of mitigation; consequently, the highest inherent risk will remain riskier.
As with the other risks monitored by the Group, the non-financial risks selected will be reassessed every year ahead of the drafting of the Universal Registration Document. The Group’s policies to protect itself against them, and details of the actions and results, are presented throughout this document.
Three ESG indicators, each one representing a major category of non-financial (environmental, social and governance) risks, were then presented to the Risk Committee and integrated into Coface’s Risk Appetite:
6.8Report of one of the Statutory Auditors, appointed as independent third party, on the verification of the consolidated non-financial performance statement
This is a free English translation of the report by one of the Statutory Auditors issued in French and is provided solely for the convenience of English-speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.
In our capacity as Statutory Auditor of your company (hereinafter the “Entity”), appointed as independent third party (“third party”) and accredited by the French Accreditation Committee (Cofrac) (Cofrac accreditation under number 3-1886 scope available at www.cofrac.fr), we have conducted procedures to express a limited assurance conclusion on the historical information (observed or extrapolated) in the consolidated non-financial statement, prepared in accordance with the Entity’s procedures (hereinafter the “Guidelines”), for the year ended December 31, 2023 (hereinafter the “Information” and the “Statement”, respectively), presented in the Group management report pursuant to the legal and regulatory provisions of Articles L. 225-102-1, R. 225-105 and R. 225-105-1 of the French Commercial Code (code de commerce).
Conclusion
Based on the procedures we have performed as described in the section “Nature and scope of procedures” and the evidence we have obtained, nothing has come to our attention that cause us to believe that the non-financial statement is not prepared in accordance with the applicable regulatory provisions and that the Information, taken as a whole, is not fairly presented in accordance with the Guidelines, in all material respects.
Share capital and ownership structure
7.1General information concerning the capital of COFACE SA
7.1.1Share capital subscribed and share capital authorised but not issued
At the date of this Universal Registration Document, the Company’s share capital totalled €300,359,584. It is divided into 150,179,792 shares with a par value of €2 (two euros), fully subscribed and paid up, all of the same category.
In accordance with Article L.225-37-4, paragraph 3 of the French Commercial Code, the authorisations valid at December 31, 2023 are presented in the summary table below. They were granted by the General Shareholders’ Meeting to the Board of Directors in respect of capital increases pursuant to Articles L.225-129-1 and L.225-129-2 of the French Commercial Code.
The table below summarises the resolutions voted on during the Combined Shareholders’ Meetings of the Company of May 17, 2022 and May 16, 2023, as concerns capital increases.
Resolution |
Subject of the resolution |
|
Maximum face value |
Term of authorisation |
Amount used at Dec. 31, 2023 |
---|---|---|---|---|---|
Combined Shareholders’ Meeting of the Company of May 17, 2022 |
|||||
17th |
Delegation of authority to the Board of Directors to increase the share capital by incorporating reserves, profits or premiums, or any other sum that can be legally capitalised (1) |
|
€75 million |
26 months |
No |
18th |
Delegation of authority to the Board of Directors to increase the share capital by issuing shares, with preferential subscription rights, and/or equity securities which confer entitlement to other equity securities and/or entitlement to the allocation of debt securities and/or transferable securities giving access to equity securities to be issued (1) (3) |
|
Concerning capital increases: €115 million (1) Concerning issues of debt securities: €500 million (3) |
26 months |
No |
19th |
Delegation of authority to the Board of Directors to increase the share capital by issuing, without preferential subscription rights, shares and/or equity securities which confer entitlement to other equity securities and/or entitlement to the allocation of debt securities and/or transferable securities giving access to equity securities to be issued, through public offers other than those specified in Article L.411-2 (1) of the French Monetary and Financial Code (1) (2) (3) |
|
€29 million for capital increases (1) (2) €500 million for debt securities (3) |
26 months |
No |
20th |
Delegation of authority to the Board of Directors to increase the share capital by issuing, without preferential subscription rights, shares and/or equity securities which confer entitlement to other equity securities and/or entitlement to the allocation of debt securities and/or transferable securities giving access to equity securities to be issued, through the public offers specified in Article L.411-2 (1) of the French Monetary and Financial Code (1) (2) (3) |
|
€29 million for capital increases (1) (2) €500 million for debt securities (3) |
26 months |
No |
21st |
Delegation of authority to the Board of Directors to increase the share capital by issuing shares and/or equity securities which confer entitlement to other equity securities and/or entitlement to the allocation of debt securities and/or transferable securities giving access to equity securities to be issued as compensation for contributions in kind (1) (2) (3) |
|
€29 million for capital increases (1) (2) €500 million for debt securities (3) |
26 months |
No |
Combined Shareholders’ Meeting of the Company of May 16, 2023 |
|||||
13th |
Delegation of authority to the Board of Directors to increase the share capital by issuing shares of the Company, without preferential subscription rights, reserved for members of a company savings plan (1) |
|
€3,200,000 (1) |
26 months |
No |
14th |
Delegation of authority to the Board of Directors to increase the share capital by issuing shares without preferential subscription rights for a specific category of beneficiaries (1) |
|
€3,200,000 (1) |
18 months |
No |
|
7.2Distribution of capital and voting rights
7.2.1Distribution of capital
The table below breaks down the change in the Company’s capital and voting rights over the last three years:
|
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
|||||
|
Shares |
% |
Voting rights |
% |
Shares |
Voting |
Shares |
Voting |
Natixis (1) |
0 |
0% |
0 |
0% |
0 |
0 |
15,078,051 |
15,078,051 |
Arch Capital Group |
44,849,425 |
29.86% |
44,849,425 |
30.10% |
44,849,425 |
44,849,425 |
44,849,425 |
44,849,425 |
Employees |
1,265,554 |
0.84% |
1,265,554 |
0.85% |
1,223,920 |
1,223,920 |
857,423 |
857,423 |
Public |
102,891,911 |
68.51% |
102,891,911 |
69.05% |
102,990,329 |
102,990,329 |
88,247,383 |
88,247,383 |
Treasury shares (2) |
1,172,902 |
0.78% |
0 |
0% |
1,116,118 |
0 |
1,147,510 |
0 |
Other |
- |
- |
|
- |
- |
- |
- |
- |
Total |
150,179,792 |
100% |
149,006,890 |
100% |
150,179,792 |
149,063,674 |
150,179,792 |
149,032,282 |
|
7.3Stock market information
7.3.1The COFACE share
Market profile |
|
---|---|
Listing market |
Euronext Paris (Compartment A), eligible for deferred settlement service (SRD) |
Initial public offering |
June 27, 2014 at €10.40 per share |
Presence in stock market indices |
SBF 120, CAC All Shares, CAC All-Tradable, CAC Financials, |
Codes |
ISIN: FR0010667147; Ticker: COFA; Reuters: COFA.PA; Bloomberg: COFA FP |
Capital (par value of share €2) |
€300,359,584 |
Number of shares outstanding at December 31, 2023 |
150,179,792 |
Number of voting rights exercisable at December 31, 2023 |
149,006,890 |
Market capitalisation at December 31, 2023 |
€1,778,128,737 |
Highest/lowest price |
€14.36 (on Mar. 6, 2023)/€10.90 (on Nov. 15, 2023) |
7.4Factors liable to have an effect in the event of a public offering
Pursuant to Article L.22-10-11 of the French Commercial Code, the Company notes the following points, which could have an effect in the event of a public offering:
- ●the Company’s capital structure as well as its known direct or indirect interests and all the corresponding information are described in Section 7.1;
- ●there is no statutory restriction on the exercise of voting rights, with the exception of the elimination of voting rights in respect of shares which exceed the portion that should have been reported, which may be requested by one or more shareholders holding an interest which is at least equal to 2% of the capital or voting rights, in the event of failure to report that the statutory threshold was exceeded;
- ●the Company is not aware of the existence of any shareholders’ agreements;
- ●there are no instruments entailing special control rights;
- ●the voting rights attached to the shares of the Company held by staff through the Company’s Coface Actionnariat mutual fund are exercised by an authorised representative designated by the fund’s Supervisory Board to represent it at the Shareholders’ Meeting;
- ●the rules on appointment and revocation of members of the Board of Directors are the legal and statutory rules described in Section 9.1.5;
- ●the Company’s Articles of Association are amended in compliance with legal and regulatory provisions;
- ●there is no significant agreement entered into by the Company that would be amended or terminated in the event of a change in the Company’s control.
7.5Material contracts
No contract (other than those entered into in the normal course of business) has been signed by any entity of the Group that contains a significant obligation or commitment for the Group as a whole.
General
Meeting
The Board of Directors has renewed the term of office of Mr. Xavier Durand as Chief Executive Officer for a period of four years. This term of office will terminate at the Shareholders' Meeting called to approve in 2028 the financial statements for the financial year ended December 31, 2027.
8.1Draft Report of the Board of Directors on the draft resolutions submitted to the Combined General Meeting
The purpose of this report is to present the draft resolutions to be submitted by your Board of Directors to the Combined General Meeting of May 16, 2024.
The presentation of Coface’s financial situation, activity and profits during the past financial year, as well as the different information required by the laws and regulations in force, can be found in the 2023 Universal Registration Document to which you are invited to refer (available on the Coface website: www.coface.com).
- ●the first twelve resolutions (the 1st to the 12th resolutions) fall within the purview of the ordinary General Meeting;
- ●the following nine resolutions (the 13th to the 21st resolutions) fall within the purview of the extraordinary General Meeting.
8.1.1Resolutions within the purview of the ordinary General Meeting
Approval of the financial statements for the 2023 financial year
In the first two resolutions, it is proposed that the ordinary General Meeting approve the Company financial statements (1st resolution), then the consolidated financial statements (2nd resolution) of COFACE SA for the 2023 financial year.
Comments on the Company and consolidated financial statements of COFACE SA are detailed in the COFACE SA 2023 Universal Registration Document.
Allocation of profit or loss and dividend payment
The purpose of the third resolution is to allocate COFACE SA’s corporate profits and to pay dividends.
As of December 31, 2023, the Company financial statements of COFACE SA show a net profit of €208,001,241. Given a €99,527,048 retained earnings on December 31, 2023, and the fact that the legal reserve has a balance beyond the legal requirements, the distributable profit amounts to €307,528,288.
It is suggested that an amount of €193,708,957 be distributed, which represents a dividend of €1.30 per share, which corresponds to a payout rate of 81% of consolidated net profit, in line with our capital management policy.
For individuals who are tax residents in France, this dividend will be automatically subject to the single flat-rate deduction provided for in Article 200 A of the French General Tax Code, unless the overall option for the progressive scale is chosen. In the event of an option for the progressive scale, this option would be entitled to the proportional reduction of 40% set out in Article 158-3-2 of the French General Tax Code. The paying institution shall make the flat-rate levy at source (not effecting full discharge) provided for in Article 117 quater of the French General Tax Code, except for beneficiaries who are tax residents in France who have made a request for exemption under the conditions of Article 242c of the French General Tax Code.
All shareholders - and particularly those residing or established outside France with regard to the regulations applicable in the country of residence or establishment - are invited to contact their usual counsel to determine by a detailed analysis the tax consequences to be drawn in consideration of the sums received under this distribution.
In accordance with the legal provisions, we hereby inform you that the dividends distributed for the previous three financial years were as follows:
Financial year |
Number of shares payin out (1) |
Total amount |
Distributed dividend eligible for a 40% reduction mentioned in Article 158-3-2 of the French General Tax Code |
---|---|---|---|
2020 |
149,047,713 |
81,976,242 |
81,976,242 |
2021 |
149,352,439 |
224,028,659 |
224,028,659 |
2022 |
149,311,069 |
226,952,825 |
226,952,825 |
* The number of shares that pay out excludes treasury shares. |
Authorisation of the Board of Directors to trade in the shares of the Company
By the fourth resolution, the Board of Directors proposes to your General Meeting to authorise it to purchase or procure the purchase of a number of Company shares not exceeding (i) 10% of the total number of shares making up the share capital at any time or (ii) 5% of the total number of shares comprising the share capital in the case of shares acquired by the Company for the purpose of their custody and subsequent payment or exchange in connection with a merger, demerger or contribution, it being specified that the acquisitions made by the Company may under no circumstances lead the Company to hold at any time whatsoever more than 10% of the shares making up its share capital.
The shares may be purchased in order to: a) generate liquidity and stimulate the market for the Company’s securities through an investment service provider acting independently under a liquidity agreement in line with market practice admitted by the Autorité des marchés financiers (French financial market authority), b) allocate shares to corporate officers and employees of the Company and other Group entities, c) deliver Company shares upon exercise of rights attached to securities giving entitlement, directly or indirectly, by redemption, conversion, exchange, presentation of a warrant or in any other manner to the allocation of Company shares within the framework of the regulations in force, as well as to carry out any hedging transactions relating to these transactions, according to the conditions laid down by the market authorities and at such times as the Board of Directors or the person acting on the delegation of the Board of Directors shall deem appropriate, d) retain the Company shares and subsequently deliver them as a payment or exchange in the context of any external growth, merger, demerger or contribution operations, e) cancel all or part of the shares thus purchased (in the context of the thirteenth resolution of this General Meeting authorising the Board of Directors to reduce the share capital accordingly) or f) implement any market practice that may be admitted by the Autorité des marchés financiers and, more generally, carry out any transaction in accordance with the regulations in force.
The maximum unit purchase price may not exceed €16 per share excluding fees. The Board of Directors may however, in the event of transactions involving the Company’s capital, including changes in the nominal value of the share, capital increase by incorporation of reserves followed by the creation and free allocation of shares, split or consolidation of securities, adjust the aforementioned maximum purchase price in order to take into account the impact of these transactions on the value of the Company’s share.
The acquisition, sale or transfer of such shares may be effected and paid by any means authorised by the regulations in force, on a regulated market, on a multilateral trading facility, with a systematic or over-the-counter internaliser, including through the acquisition or sale of blocks, by the use of options or other derivative financial instruments, or warrants or, more generally, securities granting entitlement to Company shares, at such times as the Board of Directors would deem appropriate.
It is specified that the Board of Directors may not, except with the prior authorisation of your General Meeting, make use of this authorisation as from the filing by a third party of a draft public offering covering the shares of the Company, until the end of the offer period.
In compliance with the legal and regulatory provisions in force, the Board of Directors, if your General Meeting authorises it, will have all powers, with the option of sub-delegation, in order to proceed with the allocations and, where applicable, the permitted reallocations of shares redeemed for one of the objectives of the programme for one or more of its other objectives, or their transfer, on the market or off the market.
The Board of Directors proposes that this authorisation, which would cancel and replace that granted by the fourth (4th) resolution of the General Meeting of May 16, 2023, be granted for a period of eighteen (18) months from your General Meeting.
Arch Capital Group did not take part in the vote related to this draft resolution during the Board of Directors meeting of February 27, 2024.
Special report of the Statutory Auditors on the regulated agreements and commitments referred to in Articles L.225-38 et seq. of the French Commercial Code
The special report of the Company’s Statutory Auditors on related-party agreements, referred to in Articles L.225-38 et seq. of the French Commercial Code, does not mention any new agreement, subject to the provisions of Article L.225-38, which would have been entered into during the financial year ended December 31, 2023. You are asked, under the fifth resolution, to take note of this and to approve the special report of the Statutory Auditors.
Approval of the compensation of corporate officers for the financial year ended December 31,2023
Pursuant to the provisions of Article L.22-10-34 of the French Commercial Code, your meeting is asked to vote on the following compensation for the financial year ended December 31, 2023:
- ●in the sixth resolution, on the information mentioned in Article L.22-10-9 Section I of the French Commercial Code on the compensation of non-executive corporate officers, pursuant to Article L.22-10-34 I of the French Commercial Code;
- ●in the seventh resolution, on the fixed, variable and exceptional items comprising the total compensation and benefits of any kind paid during the financial year ended December 31, 2023, or awarded in respect of the same financial year to Mr Bernardo Sanchez Incera, Chairman of the Board of Directors, pursuant to Article L.22-10-34 Section II of the French Commercial Code;
- ●in the eighth resolution, on the fixed, variable and exceptional items comprising the total compensation and benefits of any kind paid during the financial year ended December 31, 2023, or awarded in respect of the same financial year to Mr Xavier Durand, Chief Executive Officer, pursuant to Article L.22-10-34 Section II of the French Commercial Code.
All of these items are detailed in the corporate governance report of COFACE SA attached to the management report and included in Chapter 8 of the Company’s 2023 Universal Registration Document.
Approval of the compensation policy of corporate officers for the 2024 financial year
You are requested in the ninth, tenth and eleventh resolutions to approve, pursuant to Article L.22-10-8 of the French Commercial Code, the compensation policy applicable to the members of the Board of Directors (ninth resolution), the Chairman of the Board of Directors (tenth resolution) and the Chief Executive Officer (eleventh resolution) for the 2024 financial year.
Policies details are described in COFACE SA’s corporate governance report attached to the management report and included in Chapter 8 of the Company’s 2023 Universal Registration Document. It is specified that, as part of the renewal of the Chief Executive Officer term of office for a further four years decided by the Board of Directors of February 27, 2024, it is suggested to amend the amount and structure of the Chief Executive Officer’s compensation.
Appointment of an auditor responsible for sustainability reporting
Ordinance No. 2023-1142 of December 6, 2023 on the publication and certification of sustainability-related information and the environmental, social and corporate governance obligations of commercial companies, transposes into French law the provisions of the Directive (EU) 2022/2464 of the European Parliament and of the Council of December 14, 2022 amending Regulation (EU) No 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU, as regards corporate sustainability reporting (Corporate Sustainability Reporting Directive, or “CSRD”).
Pursuant to these provisions, which introduce new obligations around the publication of non-financial data in the form of a sustainability report to be published in 2025 on the data of the 2024 financial year, an auditor must be appointed to certify the data published in this report.
It is specified that, pursuant to the provisions of Article 38 of the aforementioned Ordinance of December 6, 2023, “by way of derogation from the provisions of the first paragraph of Article L.821-44 and the first paragraph of Article L.822-20, for the first appointment to carry out the role of certifying sustainability-related information occurring after the entry into force of this Ordinance, persons and entities may also appoint a statutory auditor or an independent third party in this role:
- 1 .Either for the remainder of their term in respect of certifying the financial statements;
- 2 .Or for a first term of three years, at the end of which the entity may appoint the statutory auditor or independent third party for a term of six years or for the remainder of their term in respect of certifying the financial statements.”
It is suggested to appoint the company Deloitte & Associés SAS as the auditor responsible for certifying sustainability-related information. Given the complexity of the project, this choice is driven by Deloitte good knowledge of the Coface business, all its initiative and its Corporate Social Responsibility strategy, insofar as Deloitte acts as an independent third-party for the certification of the data published in the extra-financial performance declaration.
8.2Resolutions submitted to the vote of the Combined Shareholders’ Meeting of May 16, 2024
8.2.1Draft agenda
For details of this draft, please refer to Section 8.1 “Draft report of the Board of Directors on the draft resolutions submitted to the Combined Shareholders’ Meeting” of this Universal Registration Document.
Within the authority of the Ordinary Shareholders’ Meeting
- ●Reports of the Board of Directors and of the Statutory Auditors on the Company’s operations during the financial year ended December 31, 2023;
- ●Approval of the Company financial statements for the financial year ended December 31, 2023;
- ●Approval of the consolidated financial statements for the financial year ended December 31, 2023;
- ●Allocation of profit or loss and dividend payment;
- ●Authorisation of the Board of Directors to trade in the shares of the Company;
- ●Approval of the special report of the Statutory Auditors on the regulated agreements and commitments referred to in Articles L.225-38 et seq. of the French Commercial Code;
- ●Approval of the information mentioned in Article L.22-10-9 Section I of the French Commercial Code on the compensation of non-executive corporate officers pursuant to Article L.22-10-34 Section I of the French Commercial Code;
- ●Approval of the fixed, variable and exceptional components comprising the total compensation and benefits of any kind paid during the financial year ended December 31, 2023, or awarded in respect of the same financial year to Bernardo Sanchez Incera, Chairman of the Board of Directors, pursuant to Article L.22-10-34 Section II of the French Commercial Code;
- ●Approval of the fixed, variable and exceptional components comprising the total compensation and benefits of any kind paid during the financial year ended December 31, 2023, or awarded in respect of the same financial year to Xavier Durand, Chief Executive Officer, pursuant to Article L.22-10-34 Section II of the French Commercial Code;
- ●Approval of the compensation policy applicable to the members of the Board of Directors, pursuant to Article L.22-10-8 of the French Commercial Code;
- ●Approval of the compensation policy applicable to the Chairman of the Board of Directors, pursuant to Article L.22-10-8 of the French Commercial Code;
- ●Approval of the compensation policy applicable to the Chief Executive Officer, pursuant to Article L.22-10-8 of the French Commercial Code;
- ●Appointment of an auditor responsible for sustainability reporting.
Within the authority of the Extraordinary Shareholders’ Meeting
- ●Authorisation to the Board of Directors to reduce the share capital of the Company by cancellation of treasury shares;
- ●Delegation of authority to the Board of Directors with a view to increasing the share capital by incorporation of reserves, profits or premiums or any other sum whose capitalisation would be accepted;
- ●Delegation of authority to the Board of Directors to increase the share capital by issuing, with the maintenance of the preferential subscription right, shares and/or equity securities giving access to other equity securities and/or granting entitlement to the allocation of debt securities and/or securities giving access to equity securities to be issued;
- ●Delegation of authority to the Board of Directors to increase the share capital by issuing, with cancellation of the preferential subscription right, shares and/or equity securities giving access to other equity securities and/or granting entitlement to the allocation of debt securities and/or securities giving access to equity securities to be issued, in the context of public offerings other than those referred to in Article L.411-2 Section 1 of the French Monetary and Financial Code;
- ●Delegation of authority to the Board of Directors to increase the share capital by issuing, with cancellation of the preferential subscription right, shares and/or equity securities giving access to other equity securities and/or granting entitlement to the allocation of debt securities and/or securities giving access to equity securities to be issued, in the context of public offerings referred to in Article L.411-2 Section 1 of the French Monetary and Financial Code;
- ●Delegation of authority to the Board of Directors to increase the share capital by issuing shares and/or equity securities giving access to other equity securities and/or granting entitlement to the allocation of debt securities and/or securities giving access to equity securities to be issued, in return for contributions in kind;
- ●Delegation of authority to the Board of Directors to increase the share capital with cancellation of the preferential subscription right by issuing Company shares reserved for members of a Company savings plan;
- ●Delegation of authority to the Board of Directors to increase the share capital by issuing shares with cancellation of the preferential subscription right in favour of a specific category of beneficiaries;
- ●Powers for the completion of formalities.
8.3Statutory auditors’ special report on regulated agreements
This is a translation into English of the Statutory auditors’ special report on regulated agreements. This statutory auditors’ report includes information required by European regulation and French law, such as information about the appointment of the statutory auditors or verification of the management report and other documents provided to shareholders. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. |
In our capacity as statutory auditors of your company, we hereby present to you our report on regulated agreements.
It is our responsibility to report to you, on the basis of the information provided to us, the characteristics, the main terms and conditions and the reasons justifying the interest for the Company, of the agreements brought to our attention or which we may have identified in the course of our audit. We are not required to comment as to whether they are beneficial or appropriate or to ascertain the existence of other agreements. It is your responsibility, in accordance with Article R.225-31 of the French Commercial Code (code de commerce), to evaluate the advantages of entering into these agreements prior to their approval.
It is moreover our responsibility to report to you, where applicable, the information required by Article R.225-31 of the French Commercial Code (code de commerce) relating to the performance, during the past financial year, of the agreements already approved by the Shareholders’ Meeting.
We performed those procedures that we considered necessary to comply with the professional guidance issued by the French National Auditing Body (Compagnie nationale des commissaires aux comptes) relating to this mission. These procedures consisted in verifying that the information provided to us was consistent with the reference documents it came from.
Agreements TO BE APPROVED BY the annual general meeting
Agreements authorised and entered into during the last financial year
We hereby inform you that we have not been advised of any agreements authorized and entered into during the last financial year that should be submitted to the approval of the General Shareholders’ Meeting in accordance with Articles R.322-7 of the French Code of Insurance (code des assurances) and L. 225-38 of the French Commercial Code (code de commerce).
8.4 Statutory auditors’ report on the reduction of capital
This is a translation into English of the statutory auditors’ report on the financial statements of the Company issued in French and it is provided solely for the convenience of English speaking users. This statutory auditors’ report includes information required by European regulation and French law, such as information about the appointment of the statutory auditors or verification of the management report and other documents provided to shareholders. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. |
In our capacity as Statutory Auditors of your company and in execution of the mission provided for in Article L. 22-10-62 of the French Commercial Code in the event of a reduction in capital by cancelling shares purchased, we have prepared this report intended to inform you of our assessment of the terms and conditions for the proposed capital reduction.
Your Board of Directors proposes that you delegate to it, for a period of 26 months from the date of this Meeting, all powers to cancel, within the limit of 10% of the share capital per 24-month period, the shares purchased for the implementation of an authorisation to purchase its own shares by your company in accordance with the provisions of the aforementioned article.
We performed those procedures that we considered necessary to comply with the professional guidance issued by the French National Auditing Body (Compagnie nationale des commissaires aux comptes) relating to this mission. These procedures are designed to examine whether the terms and conditions for the proposed capital reduction, which is not likely to undermine the equality of shareholders, are legitimate.
8.5 Statutory auditors’ report on the issuance of shares and various investment securities with maintenance and/or cancellation of pre-emptive subscription rights
This is a translation into English of the Statutory auditors’ report on the capital increase with cancellation of preferential subscription rights reserved for employees enrolled in a company savings plan issued in French and it is provided solely for the convenience of English speaking users. This statutory auditors’ report includes information required by European regulation and French law, such as information about the appointment of the statutory auditors or verification of the management report and other documents provided to shareholders. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. |
In our capacity as statutory auditors of your company and in execution of the mission provided for in Articles L.228-92 and L.225-135 et seq. of the French Commercial Code (code de commerce) and Article L.22-10-52 of the French Commercial Code (code de commerce), we hereby present to you our report on the proposal to delegate authority to the Board of Directors for the issuing of various shares and/or investment securities, activities for which you are called upon to vote.
- ●to delegate to the Board of Directors, for a period of 26 months from the date of this Annual General Meeting, the authority to decide on the following activities and to set the final terms and conditions of these issuances, and proposes, where applicable, to cancel your preferential subscription rights:
- ●issuance with maintenance of preferential subscription rights (15th resolution) of ordinary shares and/or equity securities giving access to other equity securities and/or entitling holders to the allocation of debt securities, and/or securities giving access to equity securities to be issued;
- ●issuance with cancellation of preferential subscription rights by means of offers other than those set forth in Article L. 411-2 under Section I of the French Monetary and Financial Code (code monétaire et financier) (16th resolution) of ordinary shares and/or equity securities giving access to other equity securities and/or entitling holders to the allotment of debt securities and/or securities giving access to equity securities to be issued;
- ●with the proviso that such securities may be issued in consideration for securities contributed to the Company in connection with a public exchange offer executed in France or abroad in accordance with local rules for securities satisfying the conditions set forth in Article L. 22-10-54 of the French Commercial Code (code de commerce);
- ●issuance with cancellation of preferential subscription rights by means of offers set forth in Article L. 411-2 under Section I of the French Monetary and Financial Code (code monétaire et financier) and within the limit of 20% of the share capital per year (17th resolution) of ordinary shares and/or equity securities giving access to other equity securities and/or entitling holders to the allotment of debt securities and/or securities giving access to equity securities to be issued;
- ●to delegate to the Board of Directors, for a period of 26 months, the powers necessary to issue ordinary shares and/or equity securities giving access to other equity securities and/or entitling holders to the allocation of debt securities and/or securities giving access to equity securities to be issued, with a view to remunerating contributions in kind granted to the company and consisting of equity securities or securities giving access to the capital (18th resolution), up to a limit of 10% of the share capital.
Pursuant to the 15th resolution, the total nominal amount of the capital increases that may be carried out immediately or in the future may not exceed 115 million euros under the 15th resolution to the 20th resolutions.
Pursuant to the 16th resolution, the total nominal amount of the capital increases which may be carried out immediately and/or in the future pursuant to this delegation will not exceed a maximum amount of 29 million euros, with the proviso (i) that the nominal amount of capital increases made pursuant to this resolution as well as the 17th to 18th resolutions will be deducted from this limit and (ii) that the nominal amount of any capital increase carried out pursuant to 16th to 18th resolutions will be deducted from the overall nominal ceiling provided for capital increases in paragraph 2 of the 15th resolution.
The total nominal amount of debt securities that may be issued under the 15th resolution may not exceed 500 million euros under the 15th resolution to 18th resolutions.
The Board of Directors is responsible for preparing a report in accordance with Articles R.225-113 et seq. of the French Commercial Code (code de commerce). Our role is to express an opinion on the fairness of the quantified information taken from the financial statements, on the proposal to cancel the preferential subscription right and on certain other information concerning these transactions that is provided in this report.
We performed those procedures that we considered necessary to comply with the professional guidance issued by the French National Auditing Body (Compagnie nationale des commissaires aux comptes) relating to this mission. These procedures consisted in verifying the content of the Board of Directors’ report on these transactions and the methods for determining the price of the capital to be issued.
Subject to the subsequent review of the terms and conditions of any issuances that would be decided, we have no matters to report on the methods used for determining the issue price of the equity securities to be issued given in the Board of Directors' report under the 16th and 17th resolutions.
Moreover, as this report does not specify the methods used to determine the issue price of the equity securities to be issued in connection with implementing the 15th and 18th resolutions, we are not in a position to express an opinion on the choice of the elements used to calculate this issue price.
As the final terms under which the issues would be carried out have not yet been set, we express no opinion on these issues nor, consequently, on the proposed cancellation of preferential subscription rights made to you under the 16th and 17th resolutions.
In accordance with Article R. 225-116 of the French Commercial Code (code de commerce), we will prepare an additional report, where applicable, when these delegations are used by your Board of Directors in the event securities are issued that are equity securities giving access to other equity securities and/or entitling holders to the allocation of debt securities, in the event securities are issued giving access to equity securities to be issued, and in the event of the issuance of shares with cancellation of preferential subscription rights.
8.6 Statutory auditors’ report on the capital increase with cancellation of preferential subscription rights reserved for employees enrolled in a company savings plan
This is a translation into English of the Statutory auditors’ report on the capital increase with cancellation of preferential subscription rights reserved for employees enrolled in a company savings plan issued in French and it is provided solely for the convenience of English speaking users. This statutory auditors’ report includes information required by European regulation and French law, such as information about the appointment of the statutory auditors or verification of the management report and other documents provided to shareholders. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. |
In our capacity as Statutory Auditors of your company and in execution of the mission provided for in Articles L.225-135 et seq. of the French Commercial Code, we hereby present our report on the proposal to delegate the Board of Directors the authority to approve a capital increase by issuing ordinary shares without preferential subscription rights, reserved for current employees, former employees and eligible corporate officers, of the Company and/or companies related to the Company within the meaning of the provisions of Article L.225-180 of the French Commercial Code and Article L.3344-1 of the French Labour Code, members of a company savings plan, for a maximum amount of €3,200,000, an operation on which you are called upon to vote.
Your Board of Directors hereby informs you that this nominal amount will be charged against the maximum limit set for capital increases in the 2nd paragraph of the 15th resolution (€115,000,000) of this General Meeting, and that the maximum limit for this delegation will be the same as that of the 20th resolution of this General Meeting.
This capital increase is subject to your approval in accordance with the provisions of Articles L.225-129-6 of the French Commercial Code and L.3332-18 et seq. of the French Labour Code.
On the basis of its report, your Board of Directors proposes that you delegate it the authority, for a period of twenty-six months from this General Meeting, to approve a capital increase and to waive your preferential subscription rights to the ordinary shares to be issued. Where appropriate, the Board will be responsible for setting the final terms and conditions of this transaction.
The Board of Directors is responsible for preparing a report in accordance with Articles R.225-113 and R.225-114 of the French Commercial Code. Our role is to express an opinion on the fairness of the quantified information taken from the financial statements, on the proposal to cancel the preferential subscription right and on certain other information concerning the issue that is provided in this report.
We performed those procedures that we considered necessary to comply with the professional guidance issued by the French National Auditing Body (Compagnie nationale des commissaires aux comptes) relating to this mission. These procedures consisted in verifying the content of the Board of Directors’ report on this transaction and the methods for determining the price of shares to be issued.
Subject to the subsequent review of the terms and conditions of the capital increase decided, we have no matters to report on the methods for determining the issue price of the ordinary shares to be issued as outlined in the Board of Directors’ report.
As the final terms and conditions under which the capital increase would be carried out are not yet determined, we express no opinion on these nor, consequently, on the proposal to waive the preferential subscription right made to you.
8.7 Statutory auditors’ report on the capital increase with cancellation of preferential subscription rights reserved for a specified category of beneficiaries
This is a translation into English of the Statutory auditors’ report on the capital increase with cancellation of preferential subscription rights issued in French and it is provided solely for the convenience of English speaking users. This statutory auditors’ report includes information required by European regulation and French law, such as information about the appointment of the statutory auditors or verification of the management report and other documents provided to shareholders. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. |
In our capacity as Statutory Auditors of your company and in execution of the mission provided for in Articles L.225-135 et seq.of the French Commercial Code, we hereby present our report on the proposal to delegate to the Board of Directors the authority to approve a capital increase by issuing ordinary shares without preferential subscription rights, for a maximum amount of €3,200,000, an operation on which you are called upon to vote.
Your Board of Directors hereby informs you that this nominal amount will be charged against the maximum limit set for capital increases in the 2nd paragraph of the 15th resolution (€115,000,000) of this General meeting and that the maximum limit for this delegation will be the same as the 19th resolution of this General meeting.
- ( i )employees and/or corporate officers of the Company and/or companies related to the Company within the meaning of the provisions of Article L.225-180 of the French Commercial Code and Article L.3344-1 of the French Labour Code and having their registered office outside France;
- ( ii )one or more mutual funds or other entity under French or foreign law, regardless of whether or not they have legal personality, subscribing on behalf of persons referred to in paragraph (i) above;
- ( iii )one or more financial establishments mandated by the Company to propose to those persons referred to in paragraph (i) above, a savings or shareholding scheme comparable to those proposed to the Company’s employees in France.
On the basis of its report, your Board of Directors proposes that you delegate it the authority, for a period of eighteen months, to approve a capital increase and to waive your preferential subscription rights to the ordinary shares to be issued. Where appropriate, the Board will be responsible for setting the final terms and conditions of this transaction.
The Board of Directors is responsible for preparing a report in accordance with Articles R.225-113 and R.225-114 of the French Commercial Code. Our role is to express an opinion on the fairness of the quantified information taken from the financial statements, on the proposal to cancel the preferential subscription right and on certain other information concerning the issue that is provided in this report.
We performed those procedures that we considered necessary to comply with the professional guidance issued by the French National Auditing Body (Compagnie nationale des commissaires aux comptes) relating to this mission. These procedures consisted in verifying the content of the Board of Directors’ report on this transaction and the methods for determining the price of shares to be issued.
Subject to the subsequent review of the terms and conditions of the capital increase decided, we have no matters to report on the methods for determining the issue price of the ordinary shares to be issued as outlined in the Board of Directors’ report.
As the final terms and conditions under which the capital increase would be carried out are not yet determined, we express no opinion on these nor, consequently, on the proposal to waive the preferential subscription right made to you.
In accordance with Article R.225-116 of the French Commercial Code, we will prepare an additional report, where applicable, when this delegation is used by your Board of Directors.
Paris La Défense, on April 4th, 2024 The Statutory Auditors French original signed by |
|
---|---|
Deloitte & Associés Damien LEURENT Partner |
Mazars Jean-Claude PAULY Partner |
Additional information
COFACE SA’s Articles of Association and Internal Rules are available on the website: https://www.coface.com/the-group/
our-governance.
9.1Memorandum and Articles of Association
9.1.1Legal corporate name
9.2Persons responsible
9.2.1Names and positions
9.2.1.1Person responsible for the Universal Registration Document
9.2.1.2Person responsible for financial information
9.2.1.3Person responsible for financial communication
9.3Documents accessible to the public
All COFACE SA Group publications (press releases, annual reports, annual and half-yearly presentations, etc.) and regulated information are available on request or on the website: https://www.coface.com/investors. They may also be consulted at its head office, preferably by appointment.
This Universal Registration Document is available in the “Investors” Section of the Company website and on the AMF website (www.amf-france.org). Copies are available free of charge at the Company’s head office.
In addition, under Solvency II, the Solvency and Financial Condition report (SFCR) for financial year 2022 which is aimed at the public, was filed with the ACPR on April 28, 2023. It is published in the “Investors” Section of the Company website www.coface.com. The next SFCR on financial year 2023 will be published at the end of April 2024.
9.4Statutory Auditors
9.4.1Principal Statutory Auditors
Deloitte & Associés was appointed by the Company’s Annual Shareholders’ Meeting of May 16, 2019 for a period of six financial years until the close of the Annual Shareholders’ Meeting to approve the accounts for the financial year ended December 31, 2024.
9.5Selected financial information over two years
* Coface applied IFRS 17 and IFRS 9 accounting standards from January 1, 2023. All comparisons are made using the FY-2022 figures applying IFRS 17 methodology presented on April 27, 2023.
The tables below present extracts of income statements and consolidated financial statements for the 2022 and 2023 financial years.
This selected financial information must be read in conjunction with Chapters 3 and 4 of this Universal Registration Document.
/Consolidated income statement
(in thousands euros) |
2023 |
2022 |
---|---|---|
Gross written premiums |
1,694,189 |
1,666,489 |
Premium refunds |
(129,073) |
(139,102) |
Net change in unearned premium provisions |
(6,053) |
(11,725) |
Insurance Revenue |
1,559,063 |
1,515,663 |
Claims expenses |
(558,644) |
(540,425) |
Attributable costs |
(546,999) |
(531,463) |
Loss component & reversal of loss component |
596 |
2,735 |
Insurance Service Expenses |
(1,105,047) |
(1,069,153) |
Insurance service revenue, before reinsurance |
454,016 |
446,510 |
Income and expenses from ceded reinsurance |
(104,240) |
(138,640) |
Insurance service revenue |
349,776 |
307,870 |
Fee and commission income |
171,374 |
158,574 |
Net income from banking activities |
72,686 |
70,414 |
Income from services activities |
65,109 |
54,380 |
Other revenue |
309,168 |
283,367 |
Non attributable expenses from insurance activity |
(106,515) |
(98,815) |
G&A - Investigation expenses - Services |
(14,018) |
(14,331) |
G&A – Overheads Services |
(142,470) |
(129,766) |
Operating expenses |
(263,003) |
(242,913) |
Risk cost |
(534) |
308 |
Income after reinsurance, other revenues and cost of risk |
395,407 |
348,633 |
Investment income, net of management expenses |
12,427 |
35,699 |
Insurance finance income or expenses |
(52,642) |
(8,432) |
Insurance finance income or expenses from ceded reinsurance |
12,683 |
(9,119) |
Net Financial income |
(27,533) |
18,148 |
Current operating income |
367,874 |
366,782 |
Other operating income and expenses |
(4,952) |
(9,537) |
Operating income |
362,922 |
357,245 |
Financial costs |
(34,269) |
(29,605) |
Income tax expenses |
(88,033) |
(86,923) |
Consolidation net income before non-controlling interests |
240,620 |
240,717 |
Net income - minority interests |
(120) |
(273) |
Net income for the year |
240,500 |
240,444 |
9.6Main ratings of the Coface Group at February 29, 2024
The Company and some of its subsidiaries are assessed by well-known financial ratings agencies. The Company rating can vary from agency to agency.
At February 29, 2024, the main ratings for the Company and its principal operational subsidiary are as follows:
Insurer financial strength rating |
Agency |
Rating |
Outlook |
---|---|---|---|
Compagnie française d’assurance pour le commerce extérieur and its branches |
Fitch Moody’s AM Best |
AA- A1 A |
Stable Stable Stable |
ISIN: FR001400CSY7 |
|
|
|
---|---|---|---|
Tier 2 subordinated notes - due September 22, 2032 |
Fitch Moody’s |
BBB+ Baa2 |
Stable Stable |
ISIN: FR001400M8W6 |
|
|
|
---|---|---|---|
Tier 2 subordinated notes - due November 28, 2033 |
Fitch Moody’s |
BBB+ Baa1 |
Stable Stable |
The ratings shown above may be subject to revision or withdrawal at any time by the ratings agencies awarding them. None of these ratings represent an indication of past or future performance of Coface shares or debt issued by the Company and should not be used as part of an investment decision. The Company is not responsible for the accuracy and reliability of these ratings. The information is available and updated on the Company’s website: https://www.coface.com/investors/coface-share/ratings.
9.7Cross-reference table
9.7.1Universal Registration Document
This cross-reference table contains the items provided for in Annex I and II of Commission Delegated Regulation (EU) 2019/980 of March 14, 2019 and refers to the pages of this Universal Registration Document on which the information relating to each of these items is provided.
Information |
Page |
|
---|---|---|
1. |
Persons responsible, third party information, experts’ reports and competent authority approval |
380-381 |
2. |
Statutory Auditors |
381 |
3. |
Risk factors |
230-254 |
4. |
Information about the issuer |
376 |
5. |
Business overview |
|
|
5.1. Principal activities |
25-26 |
|
5.2. Principal markets |
25-25; 36-41 |
|
5.3. Important events in the development of the business |
22-24 |
|
5.4. Strategy and objectives |
23-24; 41-43 |
|
5.5. Dependence on patents or licences, industrial, commercial or financial contracts or new manufacturing processes |
N/A |
|
5.6. Competitive positioning |
25, 36-41 |
|
5.7. Investments |
123; 159-167 |
6. |
Organisational structure |
|
|
6.1. Summary of the Group |
19; 22-23 |
|
6.2. List of significant subsidiaries |
19; 134-137; 217 |
7. |
Assessment of the financial position and income |
|
|
7.1. Financial position |
98-123 |
|
7.2. Operating income |
140-105 |
8. |
Cash and capital |
|
|
8.1. Information concerning capital resources |
108-113 |
|
8.2. Sources and amounts of cash flows |
108-132 |
|
8.3. Information on borrowing requirements and funding structure |
108-110 |
|
8.4. Restriction on use of capital |
109-110, 238 |
|
8.5. Expected financing sources |
N/A |
9. |
Regulatory environment |
49-50 |
10. |
Information on trends |
98-100; 114 |
11. |
Profit forecasts or estimates |
N/A |
12. |
Administrative, management, supervisory bodies and general management |
|
|
12.1. Board of Directors and general management |
54-61; 74-77 |
|
12.2. Administrative, management, supervisory bodies and general management conflicts of interests |
72 |
13. |
Compensation and benefits |
|
|
13.1. Compensation and benefits in kind |
78-94 |
|
13.2. Amounts placed in reserve or otherwise recorded for the purposes of paying pensions, retirement or other benefits |
94 |
14. |
Practices of administrative and management bodies |
|
|
14.1. Date of expiration of current terms of office |
54 |
|
14.2. Service contracts |
72 |
|
14.3. Information on the Audit Committee and the Compensation Committee |
65-71 |
|
14.4. Declaration of compliance with the applicable corporate governance regimes |
73 |
|
14.5. Potential material impacts on corporate governance |
73 |
15. |
Employees |
|
|
15.1. Number of employees and breakdown of headcount |
287-288 |
|
15.2. Shareholdings and stock options of directors |
78-94 |
|
15.3. Agreements providing for employee share ownership in the capital |
N/A |
16. |
Major shareholders |
|
|
16.1. Crossing of thresholds |
329 |
|
16.2. Existence of different voting rights |
N/A |
|
16.3. Control of the issuer |
329 |
|
16.4. Agreement known to the issuer, implementation of which could lead to a change in its control |
328-329 |
17. |
Related party transactions |
200-211; 325-327 |
18. |
Financial information on assets and liabilities, financial position and results |
|
|
18.1. Historical financial information |
126-218; 382-385; 393 |
|
18.2. Interim and other financial information |
N/A |
|
18.3. Auditing of historical annual financial information |
219-227 |
|
18.4. Pro forma financial information |
26; 382-385 |
|
18.5. Dividend policy |
42-43; 336; 356 |
|
18.6. Legal and risk underwriting proceedings |
N/A |
|
18.7. Significant change in the financial position |
101 |
19. |
Additional information |
|
|
19.1. Share capital |
|
|
19.1.1 Subscribed capital |
322 |
|
19.1.2 Other shares |
327 |
|
19.1.3 Treasury shares |
323-327 |
|
19.1.4 Transferable securities |
N/A |
|
19.1.5 Vesting conditions |
N/A |
|
19.1.6 Options or agreements |
327 |
|
19.1.7 History of capital |
327 |
|
19.2. Memorandum and Articles of Association |
|
|
19.2.1. Corporate purpose |
376 |
|
19.2.2 Share rights and privileges |
378-380 |
|
19.2.3 Change of control elements |
329 |
20. |
Material contracts |
332 |
21. |
Documents available |
343 |
9.8Incorporation by reference
Pursuant to Article 19 of European regulation No. 2017/1129, the following information is included by reference in this Universal Registration Document:
- ●For the year ended December 31, 2022:
- The management report (as set out in the cross-reference table), the consolidated financial statements, the parent company financial statements and the related Statutory Auditors’ reports, appearing in the Universal Registration Document for the 2022 financial year filed with the AMF on April 6, 2023, under number D.23-0244, respectively on pages 352-354, 128-193, 194-207, 208-212 and 212-215;
- ●For the year ended December 31, 2021:
- The management report (as set out in the cross-reference table), the consolidated financial statements, the parent company financial statements and the related Statutory Auditors’ reports, appearing in the Universal Registration Document for the 2021 financial year filed with the AMF on April 6, 2022, under number D.22-0244, respectively on pages 347-349, 130-195, 196-209, 210-213 and 214-216;
The information included in these two Universal Registration Documents other than that referred to above is, as applicable, replaced or updated by the information included in this Universal Registration Document. These two Universal Registration Documents are available at the Company’s registered office and on the website: https://www.coface.com/investors under “Financial results and reports”.
9.9Glossary
This glossary is a sample of terms used in the credit insurance sector and is therefore not exhaustive. It does not contain all the terms used in this Universal Registration Document or all terms used in the credit insurance industry.
Fee and commission income: fees ancillary to the insurance policy corresponding to the remuneration of services related to credit insurance, such as the costs of monitoring the credit limits issued to the policyholder on its clients.
Factoring: all the services a factor provides to companies, enabling them to outsource the management of their accounts receivable: management of invoices, including payment collection, protection against insolvency, financing, etc.
Credit insurance: a technique whereby a company protects itself against the risks of non-payment of its trade receivables.
Earnings per share: ratio calculated by dividing net income for the year attributable to shareholders by the weighted average number of shares outstanding.
Gains/losses on premiums: liquidation of provisions on premiums from years prior to the financial year with a positive or negative impact on premiums earned in the current financial year.
Gains/losses on claims: liquidation of provisions for claims and recoveries from years prior to the financial year with a positive or negative impact on the cost of benefits under insurance contracts for the current financial year.
Stock market capitalisation: a company’s market value, calculated by multiplying the share price by the number of shares comprising share capital.
Surety bond: a credit transaction and not an insurance transaction, a surety bond is a written undertaking given to a creditor by a guarantor to fulfil a debtor’s obligation in the event of default.
Ceding commission: the commission paid by the reinsurer to the ceding company on reinsurance agreements as compensation for placing the business with the reinsurer and to cover the ceding company’s business acquisition expenses.
Broker: an independent intermediary who canvasses companies in order to offer them a credit insurance policy. Brokers advise policyholders during the implementation of the policy or agreement and in its day-to-day management.
Dividend: the portion of a company’s profit attributable to the shareholder. A distinction is made between the net dividend, the sum actually paid by the company to its shareholder, and the gross dividend, which also includes the tax credit.
Insolvency: legally recognised incapacity of the debtor to meet its commitments and as such to pay its debts.
Limit: the maximum amount up to which the insurer accepts the trade credit risk (risk of default) on the debtor.
Partial internal model: used to quantify the risks incurred by Coface. In particular, it is used to calculate the Solvency Capital Requirement.
Premium: amount paid by the policyholder in exchange for the insurer’s commitment to cover the risks provided for in the policy.
Earned premium: sum of gross written premiums and reserves for premiums: the portion of the premium issued during the accounting year or earlier, corresponding to the coverage of the risks covered during the accounting year in question.
Issued premium: amount of premium invoiced during the financial year to cover the risks provided for in the contract.
Provision for premiums payable: premiums related to an accounting period that could not be invoiced during this period.
Unearned premium provisions: portion of premiums written during the accounting period relating to the coverage of risks covered for the period between the closing date of the accounting period and the expiry date of the contracts.
Provisions for incurred but not yet reported (IBNR) claims: provision relating to claims not yet known but deemed probable.
Combined ratio: represents total expenses, including service margin, and total claims, divided by total earned premiums. It is therefore the sum of the cost ratio and the claims ratio.
Cost ratio: contract acquisition expenses, administrative expenses and the service margin as a proportion of earned premiums. The service margin corresponds to service revenues less other ordinary operating income and expenses. It can be expressed in gross terms, i.e. before reinsurance, or net terms, which includes the ceding commission.
Loss ratio: claims costs from all related years as a proportion of earned premiums. It can be expressed in gross terms, i.e. before reinsurance, or net terms, which includes the portion ceded to reinsurers.
Solvency II ratio: a regulatory indicator that reflects the company’s ability to meet its commitments to its clients, investors and other counterparties. It corresponds eligible own funds divided by the amount of own funds required by the company according to the risks to which it is exposed (SCR: Solvency Capital Requirement).
Reinsurance: a transaction whereby an insurance company transfers some of the risk it covers to a third party (the reinsurer) in exchange for the payment of a premium.
Debt collection: an amicable and/or legal procedure undertaken by the Group to obtain payment by the debtor of it debt.
Recovery: amounts recovered by the insurer from the debtor (buyer in default of payment) after the insured party has been compensated for the claim.
Underwriting income: sum of turnover, claims expenses, operating expenses (contract acquisition costs, administrative costs and service costs) and reinsurance income.
Credit risk: the risk of a loss resulting from a deterioration in a counterparty’s credit quality or default by a counterparty.
Market risk: the risk of loss arising from to changes in prices on the financial markets or changes in the parameters that may influence these prices.
RoATE – Return on average tangible equity: net income (Group share) over average tangible equity (average equity (Group share) for the period restated for intangible assets).
Loss: a situation in which a risk occurs, giving the right to compensation for the policyholder that makes a claim under the cover provided for in the credit insurance policy.
Ceded claims/total claims (rate of ceded claims): ratio of ceded claims to total claims. Ceded claims correspond to the share of Coface claims ceded to its reinsurers under reinsurance treaties signed with them.
Claims paid: indemnities paid net of recoveries received, plus expenses incurred to manage them (claims handling expenses).
Net production: a business performance indicator equal to the sum of annualised premiums relating to credit insurance policies newly written during the financial year and annualised premiums relating to policies cancelled during the same financial year.
Solvency II: European regulatory reform of the insurance sector aimed at better adapting the capital requirements of insurance and reinsurance companies to the risks they incur in their business.
Premium ceding rate (ceded premiums/gross earned premiums): ratio of premiums ceded to earned premiums. Ceded premiums correspond to the share of earned premiums that Coface cedes to its reinsurers under reinsurance treaties signed with them. Earned premiums correspond to the sum of written premiums and provisions on earned premiums not written.
Accounting rate of return of financial assets: investment income before income from equity securities, foreign exchange income and financial expenses compared with the balance sheet total of financial assets excluding equity securities.
Accounting rate of return of financial assets excluding income from disposals: investment income before income from equity securities, foreign exchange income and financial expense excluding capital gains or losses on disposals compared with the balance sheet total of financial assets excluding equity securities.
Economic rate of return on financial assets: the economic performance of the asset portfolio. This measures the change in revaluation reserves for the year over the balance sheet total of financial assets plus the accounting rate of return.
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