1.1General overview of the Group
Mission
Bureau Veritas is a world leader in Testing, Inspection and Certification (TIC) services. The Group helps strengthen trust between companies, authorities and consumers. Its mission is to reduce its clients' risks and improve their performances. It also supports its clients with their innovations in the areas of quality, health, safety and sustainable development.
Bureau Veritas is recognized for its expertise, impartiality, integrity and independence, acquired over its 190 years of existence.
The services provided by Bureau Veritas are designed to ensure that products, assets and management systems conform to given standards and regulations in terms of quality, health, safety, environmental protection and social responsibility (QHSE).
Depending on its clients' needs and on applicable regulations, standards or contractual requirements, Bureau Veritas acts:
- ●as a "third party", independently issuing reports and conformity certificates for products, assets, systems, services and organizations;
- ●as a "second party", on behalf of and upon the instructions of its clients to ensure better control of the supply chain; or
- ●as a "first party", on behalf of clients seeking support in ensuring or improving the conformity of their products, assets, systems and services.
Obtaining a license to operate
Companies must prove that they are compliant with a large number of standards and regulations. Bureau Veritas helps them by providing its in-depth expertise on the standards applicable to their businesses. As an independent third party, Bureau Veritas verifies that companies comply with these standards. This allows them to conduct and develop their businesses in compliance with local and international regulatory requirements and thereby to obtain and maintain the necessary licenses to operate issued by public authorities.
Facilitating trade
International trade relies on third-party players who certify that the goods exchanged comply with the quality and quantities stipulated in commercial contracts. Bureau Veritas plays a key role in these transactions by testing materials, verifying that goods comply with contractual specifications and validating quantities. Exchanges of commodities, for example, are based on certificates issued by companies such as Bureau Veritas.
Accessing global markets
Capital goods and mass consumer products must meet national and international standards before being sold on the market in a given country. These standards act as technical trade barriers within the meaning of the WTO. Companies design and manufacture their products and equipment in accordance with the standards of different countries. They call on Bureau Veritas to carry out tests and optimize their test plan, with the aim of getting their products to market faster.
Reducing risks
Managing risks relative to quality, health, safety, environmental protection and social responsibility improves the efficiency and performance of organizations. Bureau Veritas helps its clients to identify and manage these risks, from project design to completion and decommissioning.
Controlling costs
Second- and third-party testing, inspection and auditing methods allow companies to determine the true condition of their assets. This enables them to launch new projects and products with the assurance that costs, timing and quality are under control. During the operational phase, inspections help optimize maintenance and extend the useful life of industrial equipment.
Protecting brands
The huge rise in the use of social networks has transformed how global brands are managed. Brands may quickly find themselves impacted by a malfunction in one of the links in their supply or distribution chain. Bureau Veritas helps companies better manage these risks, by conducting analyses as a highly reputed independent global player.
1.3The TIC industry
To the Group's knowledge, there is no comprehensive report covering or dealing with the markets in which it operates. As a result, and unless otherwise stated, the information presented in this section reflects the Group's estimates, which are provided for information purposes only and do not represent official data. The Group gives no assurance that a third party using other methods to collect, analyze or compile market data would obtain the same results. The Group's competitors may also define these markets differently.
1.3.1A market estimated to be worth close to €300 billion
Services related to quality, safety, performance, sustainability and responsibility are termed as Testing, Inspection, and Certification (TIC). TIC tasks range from on-site tests and supply chain inspections to data verifications. They can be carried out at any supply chain stage, in all sectors, and by various private or public parties.
The TIC market size is tied to the value and risk of products or assets. The "TIC intensity" corresponds to the fraction of an item's value dedicated to controlling this asset or product. Typically, this fraction ranges from 0.1% to 0.8%. The TIC market's value is determined by multiplying the TIC intensity by the amount spent on goods and products by manufacturers, operators, buyers and sellers.
Market fluctuations are linked to economic factors like inflation or global economic activity and trade. Using this method, Bureau Veritas estimates the size of the global TIC market to represent almost €300 billion. This estimate takes into account external factors such as investment volume per market and the production value of goods and services.
1.4Group's strategy and objectives
1.4.1Key competitive advantages
The Group benefits from an efficient international network
Bureau Veritas boasts a vast global network with close to 1,600 offices and labs in almost 140 countries across the world.
Countries with established economies, such as France, the US, Canada, Japan, the UK, Spain, Italy, the Netherlands, Australia, and South Korea, feature a prominent presence of Bureau Veritas. These nations have strong regulatory frameworks, and the Group is recognized for its technical prowess and modern production techniques.
In rapidly developing economies, like China, Brazil, Chile, Colombia, the United Arab Emirates, and India, Bureau Veritas has secured strong footholds for a sustainable growth. The Group has fostered a significant local presence over time in these regions and continues to grow by inaugurating new offices and labs.
The scale of the Group’s network is a core asset, offering value and differentiation at different levels:
- ●on the sales front, it allows Bureau Veritas to cater to key accounts and secure major international contracts, which represent a growing portion of its business;
- ●operationally, the Group capitalizes on its scale to enhance profitability. Economies of scale arise from shared office spaces, support functions, IT resources, and the distribution of costs associated with innovating in new services and standardizing inspection procedures over a broader base.
With a regional hub organization in pivotal countries, Bureau Veritas efficiently distributes knowledge, technical aid, and sales teams throughout areas. In the future, the Group envisions fortifying this hub-centric network structure, leveraging benefits of scale.
A strong image of technical expertise and integrity
Bureau Veritas has built a large-scale, successful global business based on its long-standing reputation for technical expertise, high quality and integrity. This reputation is one of its most valuable assets and is a competitive advantage for the Group worldwide.
Technical expertise recognized by authorities and by many accreditation bodies
Throughout its history, the Group has honed expertise across diverse technical fields and developed a comprehensive understanding of regulatory landscapes. At present, Bureau Veritas holds accreditation from numerous national and global delegating authorities and accreditation bodies, either as a second or third party. The Group persistently works to uphold, refresh, and broaden its array of accreditations and approvals. Regular inspections and audits by these bodies ensure the Group's procedures, staff qualifications, and management systems adhere to the necessary standards, rules, and regulations.
Quality and integrity embedded in the Group's culture and processes
Bureau Veritas places paramount importance on values like integrity, ethics, impartiality, and independence. These core values not only shape the brand's reputation but also enhance its value to clients. In 2003, with the guidance of the TIC Council (an international body representing independent testing, inspection, and certification firms), these values were at the heart of the efforts in the TIC profession. This collaboration culminated in the creation of the Group's inaugural Code of Ethics, released in October 2003 and regularly updated since then.
A profitable growth model supported by strong cash generation
Bureau Veritas' financial structure is built on a robust foundation that hinges on four essential characteristics:
- 1.Two major growth drivers:
- •organic growth, averaging around 4% over the last ten years;
- •strategic acquisitions.
- 2.A profitable growth model, with an adjusted operating margin of 16.0% in 2024. This demonstrates the Company's ability to effectively manage its operations and maintain profitability.
- 3.Steady available cash flow generation, averaging around €700 million over the past five years. This is due to the significant efforts deployed to monitor and optimize its cash flow and liquidity, especially when it comes to working capital requirements.
- 4.Rigorous capital allocation strategy:
- •net debt remains considerably below banking ratio thresholds;
- •the Group must have the liquidity to fund potential acquisitions and continue its commitment to pay dividends to its shareholders.
1.5Presentation of business activities
1.5.1Marine & Offshore
Group revenue
Group adjusted operating profit
A portfolio offering high value-added to a loyal client base
Bureau Veritas verifies that ships and offshore facilities comply with classification rules, mainly as regards the robustness and reliability of equipment. This mission is usually carried out together with the regulatory certification mission essential for operating ships. Marine insurance companies require such certificates to provide coverage, and port authorities also check that valid certificates exist when ships come into port. It is also essential for operators to make sure that their offshore facilities are in line with applicable safety and quality standards, as well as regulatory requirements.
Bureau Veritas Marine & Offshore services help clients comply with these regulations. They also help them reduce risk, extend asset lifecycles and protect the marine environment.
The Group is involved from the construction phase, approving drawings, surveying the shipyard and inspecting materials and equipment. Experts then make regular inspections throughout the vessel's lifetime to provide ongoing oversight. Bureau Veritas provides a range of technical services, including asset integrity management. On behalf of its clients, the Group monitors any changes in regulations, identifies applicable standards, and liaises with the authorities. It also informs them about the compliance process and carries out design and execution reviews.
The Group has diversified its services: first by providing loss adjustment and risk assessment for the offshore industry and later marine accident investigations, pre- and post-salvage advice and the refloating of vessels. In 2018, it created Bureau Veritas Solutions Marine & Offshore (BV Solutions M&O). In 2024, 42% of Bureau Veritas Marine & Offshore revenue was generated by the certification of ships under construction, while the remainder was generated by the surveillance of ships in service and complementary services.
Bureau Veritas is a member of the International Association of Classification Societies (IACS), which brings together the largest international classification societies. Together, these companies classify around 90% of the world's ships. The rest of the world's fleet is either classified by small companies or not classified at all.
Worldwide network
To meet the needs of its clients, the Marine & Offshore network has more than 2,500 experts in 90 countries. In addition to 19 local design approval offices located near its clients, Bureau Veritas Marine & Offshore has a network of 180 control stations staffed with qualified surveyors in the world’s largest ports. This means that inspections can be conducted on demand, without delaying the activities of ships or their owners. This global network close to clients is essential in providing Bureau Veritas Marine & Offshore clients with an agile, high-quality service.
The worldwide fleet continues to expand
Maritime trade has been on the rise since the early 2000s, except in 2020 due to the Covid-19 pandemic. In 2024, orders for new ships and renewal of the worldwide fleet gathered pace, outpacing the trends observed since 1996. Demand is mainly for LNG carriers and container ships, as orders for bulk carriers and tankers decline.
Bureau Veritas classifies a wide range of vessels
Bureau Veritas is the world leader in terms of the number of classified ships and ranks number five worldwide in terms of tonnage with a slightly greater market share in 2024. The Group has expertise in all segments of maritime transport, spanning different types of vessel including bulk carriers, oil and chemical tankers, container ships, gas carriers, passenger ships, warships and tugs. It also has expertise in offshore facilities designed for the exploration and development of coastal and deep-water oil and gas fields (fixed and floating platforms, offshore support vessels, drill ships, subsea equipment). Bureau Veritas also holds the leading position in the market for highly technical ships such as liquefied natural gas (LNG)-fueled vessels, LNG or liquefied petroleum gas carriers, and other types of specialized vessels and equipment.
Bureau Veritas supports the maritime industry in its various advances and innovations, from Arctic shipping to LNG supply chains. It also supplies new solutions and ratings to ensure on-board safety, and supports technologies ranging from alternative fuels to on-board autonomy.
A diversified and loyal client base
- ●ship owners;
- ●shipyards and shipbuilders around the world;
- ●equipment and component manufacturers;
- ●oil companies and Engineering, Procurement, Installation and Commissioning (EPIC) contractors involved in the construction and operation of offshore production units;
- ●insurance companies, P&I (Protection & Indemnity) clubs and lawyers.
Changes in the order book
Changes in the Group's in-service fleet
A changing market
A changing regulatory environment
International regulations applicable to maritime safety and environmental protection are evolving rapidly, providing classification companies with growth opportunities and momentum. These include:
- ●Reduction in greenhouse gas (GHG) emissions: with the adoption of stricter regulations under the auspices of the International Maritime Organization (IMO) and the European Union, new and existing ships must improve their energy performance. Bureau Veritas can play a crucial role in certifying compliance with the new EEXI and CII standards.
- ●The EU's "Fit for 55" package: these measures set out a roadmap for achieving the European Union's goal of reducing GHG emissions in the EU by at least 55% by 2030 as part of the European Green Deal. Bureau Veritas offers audit, inspection and certification services to help maritime companies comply with new requirements applicable as from 2024 and 2025.
- ●The Ballast Water Management (BWM) Convention adopted under the aegis of the IMO: this entered into force in 2017 and has since given classification societies a greater role in certifying ballast water management systems.
- ●Ship recycling: the Hong Kong international convention and European regulations in this area offer opportunities for inspection and certification services related to the Inventory of Hazardous Materials (IHM) on board ships, which is necessary for ship recycling and which came into force at the end of 2018 for new ships and in January 2021 for existing vessels.
- ●Regulations applicable to ships for inland navigation transporting hazardous materials: Bureau Veritas is one of three classification societies recognized by the European Union.
- ●Cyber resilience: the IACS (International Association of Classification Societies) unified requirement concerning the on-board integration of computer-based systems came into force in 2016. It has since been rounded out by new rules for cyber resilience of on-board systems and equipment.
- ●A "safety case" system for the offshore industry: this development requires the expertise of an independent body which Bureau Veritas can provide.
- ●Monitoring, Reporting and Verification (MRV) and Data Collection System (DCS): the EU and IMO have introduced regulations on the monitoring, reporting and verification of carbon dioxide emissions and on the collection of ships' fuel consumption data. These rules aim to further drive decarbonization efforts in the maritime sector, with BV M&O responsible for verifying follow-up plans and data supplied by ship owners.
- ●The Polar Code and ban on heavy fuel oil: the "Polar Code", or "IMO Guidelines for Ships Operating in Polar Waters" came into effect in January 2017. The IMO's ban on the use of heavy fuel oil in the Arctic region has also been in place since January 1, 2024.
All these factors require technical and regulatory know-how, which is at the heart of Bureau Veritas' expertise. As a classification and certification company, the Group is well positioned to help maritime companies navigate this complex and fast-changing regulatory landscape.
Services and solutions dedicated to the protection of the maritime environment and that meet the industry's decarbonization imperatives
The maritime sector is undergoing a deep-seated transformation, driven by the energy transition and international regulations aimed at reducing greenhouse gas emissions. This development is driving increased demand for low-carbon vessels, powered by alternative fuels (LNG, methanol, LPG) and innovative technologies such as wind propulsion and carbon capture and storage (CCUS). At the end of 2024, over half of orders for new ships were based on dual-fuel systems.
The offshore market has also seen a significant rise in investments from oil companies for both fixed and floating wind farms.
As part of its LEAP | 28 strategy, Bureau Veritas is positioning itself as a leader in the energy transition for the shipping industry. The Group helps its clients to decarbonize their fleets by promoting low-carbon solutions and supporting the adoption of innovative technologies.
With over 2,500 experts, Bureau Veritas offers recognized expertise in the classification of low-carbon ships and the certification of maritime technologies. Thanks to cutting-edge digital solutions such as digital twins, it optimizes inspections and maintenance, while reducing carbon footprint.
- ●setting standards for new fuels and technologies;
- ●developing solutions to improve operational efficiency;
- ●tracking carbon emissions and certifying environmental performance;
- ●providing consulting services for sustainable construction and crew health and safety;
- ●developing onshore and offshore wind lifecycle solutions.
This approach underscores Bureau Veritas' role as a key partner in supporting the maritime sector's transition to a more sustainable model. The Group recently published two white papers aimed at guiding and raising awareness among industry players, the first on alternative fuels (“Alternative Fuels Outlook”) and the second on the decarbonization of the shipping industry (“Decarbonization Trajectories – Sharing Expertise: Realistic Approaches to Shipping’s Decarbonization”).
Development of a higher value-added digital service offering
Efficiency is at the heart of digital classification
The digital revolution in the maritime industry is gathering momentum. Bureau Veritas Marine & Offshore is at the forefront of this revolution, optimizing the role of technology in classifying ships and offshore facilities. By leveraging new technologies, Bureau Veritas Marine & Offshore enhances its clients' experience of the classification process and helps them make safer, more efficient data-driven decisions. These technologies include digital twins, remote inspection tools such as drones, artificial intelligence, augmented reality and collaborative platforms such as Bureau Veritas MOVE.
- ●3D classification, which is bringing the design review and monitoring process for the construction of new vessels and offshore facilities into the digital age using a shared single model. By using 3D models, all affected stakeholders – design offices, shipyards and Bureau Veritas – can work together more effectively. This real-time collaborative platform improves efficiency, enabling rapid adjustments and dynamic exchanges.
- ●Remote inspection techniques, which enable certain checks to be carried out remotely on ships in operation, without an inspector on board. This gives both the client and Bureau Veritas greater flexibility, and reduces costs and travel time. Other techniques, such as drones, allow access to certain high-risk areas, improving safety for inspectors and facilitating preparation for the client.
- ●Artificial intelligence and augmented reality, which provide real-time assistance to inspectors during the inspection: for example, tools can be used to help identify points for attention, emphasize inspection points, or to provide assistance in answering technical questions.
- ●Bureau Veritas is connected to its clients' systems. For example, its BV Machinery Maintenance platform connects clients' maintenance systems with its own system, optimizing planned maintenance survey plans. Eventually, the data gathered will enable Bureau Veritas to move towards optimized, predictive inspection programs based on specific risk analyses, thus saving time and money.
Intelligent navigation is a driver of decarbonization in the shipping industry
The introduction of smart functions on board ships plays a key role in ensuring safer and more efficient operations, key drivers in the transition to a low-carbon industry.
Classification societies play an important role in facilitating the transition to this smart shipping. They help industry players to implement new automation and connectivity tools and smart functions, and to manage processes based on reliable data.
Through its SMART ratings, Bureau Veritas recognizes the importance of this transition and strives to help its clients on their path towards safer, more connected and more environmentally friendly navigation.
Bureau Veritas Marine & Offshore is aware of the need for its clients to be able to access effective digital platforms to guide them through their digitalization and decarbonization strategies. This prompted the collaboration between Bureau Veritas and OrbitMI, a maritime software company developing functionalities driven by data collected on its integration platform.
Partnering with our clients beyond the regulatory and compliance field
Developing strong value-added services remains an important growth driver for the Group and its businesses.
Bureau Veritas Solutions Marine & Offshore (BV Solutions M&O) is a separate and independent organization providing clients with specialist technical advice. In this era of energy transition, many players in the shipping industry are looking for solutions to design and operate in a more sustainable way. As an independent consultant, BV Solutions M&O offers engineering and modeling services that enable clients to evaluate and compare various solutions. This entity's international expansion, most recently in Australia and South Korea, is a response to the growing demand for these types of services.
Particularly in demand are risk and feasibility studies relating to the integration of new fuels such as hydrogen, ammonia and methanol, as well as vessel propulsion systems. These energy alternatives are at the heart of current debates on decarbonizing the shipping industry. In developing expert technical services focused on GHG strategy studies for a variety of stakeholders – from ship owners to banks – BV Solutions M&O uses a global fleet management approach and various management scenarios. These issues are crucial to the industry's ability to make informed decisions.
1.6Accreditations, approvals and authorizations
To conduct its business, the Group has numerous Licenses To Operate – LTO (hereafter “Authorizations”), which vary depending on the country or business concerned: accreditations, approvals, delegations of authority, official recognition, certifications or listings. These Authorizations may be issued by national governments, public or private authorities, and national or international organizations, as appropriate.
Marine & Offshore (M&O) division
The Group is a certified founding member of the International Association of Classification Societies (IACS), which brings together the 12 largest international classification societies. At European level, Bureau Veritas is a "recognized organization" under Regulation (EC) 391/2009 of the European Parliament and of the Council of April 23, 2009, setting common rules and standards for ship inspection and survey organizations. Bureau Veritas is also an accredited body under Directive 2014/90/EU of the European Parliament and of the Council of July 23, 2014 on marine equipment. Bureau Veritas currently holds more than 150 delegations of authority on behalf of national maritime authorities.
1.7Research and development, innovation, patents and licenses
Bureau Veritas is actively engaged in research and innovation to bolster its market positioning and explore new opportunities. The Group's major initiatives include:
- ●Technological partnerships: the Group partners with manufacturers and start-ups to jointly develop innovative solutions. These partnerships can result in the implementation of cutting-edge technologies such as artificial intelligence (AI) and blockchain. The Group launched a joint project with Amazon Web Services and Anthropic in 2024 to explore the potential of generative AI and deploy it across the Group;
- ●Strategic alliances: agreements are signed with various companies focused on specific technologies and segments. In 2023, for example, Bureau Veritas entered into a partnership with a US maritime software company (OrtbiMI) to develop joint digital solutions and facilitate their market launch. The aim is to help shipping companies in their digital transformation and decarbonization efforts;
- ●Cybersecurity: involvement in the work of the European Cyber Security Organisation underlines the importance of this issue, in line with the European Commission's objectives;
- ●Collaborative projects: involvement in projects funded by institutions such as the Single Interministerial Fund and in European calls for projects underscores the Group's commitment to large-scale initiatives. Bureau Veritas has joined CLEANHYPRO, for example. This project:
- •is a consortium of 28 partners from original equipment manufacturers (OEMs) and research and technology organizations;
- •is co-funded by the European Union, and its primary mission is to spearhead innovation in electrolysis technologies and materials. Bureau Veritas’ remit is to develop a quality label for electrolyzer stacks, offering transparency on technology and guaranteed product quality, reliability and performance. Product quality covers reliability, the effects of aging, efficiency and durability criteria.
- ●Hydrogen and renewable energies: by joining the Hydrogen Council and actively participating in ISO and CEN standardization committees, the Group is demonstrating its intention to support and shape the future of clean energies;
- ●Digitalization: Bureau Veritas is aware of the need to transition to more digital offerings and is therefore stepping up efforts to develop new concepts such as future inspection/audit services;
- ●Continuous innovation: in light of fast-paced changes in the TIC market, the Group is constantly investing to adapt and meet emerging client needs. Bureau Veritas is resolutely forward-looking, harnessing a proactive approach to research and innovation to stay at the forefront of its industry. Initiatives include:
- •development of artificial intelligence (AI) for new inspection techniques (shape recognition AI and 3D technologies) and for the use of technical rules and data (natural language-processing AI);
- •revamp of production tools to form a collaborative digital platform open to clients, leveraging product lifecycle management solutions (partnership with ARAS Innovator);
- •ongoing development of classification services to support the digitalization of maritime shipments through intelligent ratings, developed together with clients and digital solution suppliers.
1.8Information systems
- ●defining the Group's technological architecture. The department sets the standards for applications and infrastructure across all businesses and geographical areas;
- ●selecting and managing integrated solutions for all Group units. These solutions include messaging, collaboration tools and various systems such as ERP finance, client management, Human Resources and production;
- ●guaranteeing the availability and security of all of the Group's infrastructures and solutions;
- ●managing the Group's overall relationship with its main suppliers of equipment, software, telecommunications and services.
The department is supported by six regional centers: North America, Latin America, Europe, France/Africa, Asia, and the Middle East/Pacific. These centers provide various services to the countries in their respective regions.
A Global Shared Service Center has also been set up in India to pool certain support processes. In 2024, operating expenses and running costs for the Group's information systems represented 4% of the Group's revenue.
2.1General information
Since 1828, Bureau Veritas has acted as trust maker between companies, governments and society. It is an independent, impartial guarantor of its clients’ word.
Identity
Bureau Veritas is a world leader in laboratory testing, inspection and certification services. Created in 1828, the Group has approximately 84,000 employees located in more than 1,500 offices and laboratories across the globe. Bureau Veritas helps its clients improve their performance by offering services and innovative solutions in order to ensure that their assets, products, infrastructure and processes meet standards and regulations in terms of quality, health and safety, environmental protection and social responsibility.
2.2Environmental information
2.2.1Taxonomy
This Taxonomy reporting complies with Regulation (EU) No. 2020/852 of the European Parliament and of the Council of June 18, 2020 on the establishment of a framework to facilitate sustainable investment, and with Delegated Regulation (EU) No. 2021/2178 of the Commission of July 6, 2021, amended by the Delegated Regulation (EU) 2023/2486 of June 27, 2023, specifying the content and presentation of information to be disclosed.
2.2.1.1Background
The Taxonomy regulation aims to direct funding to activities that significantly contribute to one or more of the Taxonomy’s six following environmental objectives:
- ●climate change mitigation;
- ●climate change adaptation;
- ●sustainable use and protection of water and marine resources;
- ●transition to a circular economy;
- ●prevention and reduction of pollution;
- ●protection and restoration of biodiversity and ecosystems.
Delegated acts set the technical review criteria for determining the conditions under which an economic activity may claim to make a substantial contribution to one or more of the objectives of the Regulation, and for determining whether it does any significant harm to any of the other environmental objectives.
- ●they make a substantial contribution to at least one of the six environmental objectives;
- ●they do no significant harm to any of the other environmental objectives;
- ●they comply with minimum social safeguards; and
- ●they comply with the technical screening criteria set by the European Commission.
2.2.1.2Reporting methodology
TIC Council, the professional association of compliance verification bodies, has published a guide on Taxonomy reporting for the TIC (testing, inspection, certification) sector. This guide specifies which services are Taxonomy-eligible.
- ●services eligible for the Taxonomy:
- •Level 1: TIC services explicitly mentioned in the delegated acts of the Taxonomy;
- ●services not eligible for the Taxonomy:
- •Level 2: TIC services implicitly included in Taxonomy-eligible activities;
- •Level 3: Other TIC services contributing substantially to one or more environmental objectives;
- •Level 4: TIC services that do not contribute to environmental objectives.
Eligible and/or contributory services
Ref. Economic activity |
Economic activity |
Eligible and/or contributory TIC services |
---|---|---|
CCA 6.13 |
Infrastructure for personal mobility, cycle logistics |
|
CCA 6.14 |
Infrastructure for rail transport |
Services delivered to electric rail infrastructure:
|
CCA 6.15 |
Infrastructure enabling road transport and public transport |
Services related to road and public transport:
|
CCA 6.16 |
Infrastructure for water transport |
Services related to water transport:
|
CCA 9.1 |
Engineering activities and related technical consultancy dedicated to climate change adaptation |
|
CCA 9.3 |
Consultancy of physical climate risk management and adaptation |
|
CCM 6.13 |
Infrastructure for personal mobility, cycle logistics |
|
CCM 6.14 |
Infrastructure for rail transport |
Services delivered to electric rail infrastructure:
|
CCM 6.15 |
Infrastructure enabling low-carbon road transport and public transport |
|
CCM 6.16 |
Infrastructure enabling low-carbon water transport |
|
CCM 7.3 |
Installation, maintenance, and repair of energy efficiency equipment |
|
CCM 7.4 |
Installation, maintenance and repair of charging stations for electric vehicles in buildings (and parking spaces attached to buildings) |
|
CCM 7.5 |
Installation, maintenance and repair of instruments and devices for measuring, regulation and controlling energy performance of buildings |
|
CCM 7.6 |
Installation, maintenance, and repair of renewable energy technologies |
|
CCM 9.3 |
Professional services related to energy performance of buildings |
|
CE 3.2 |
Renovation of existing buildings |
|
CE 3.4 |
Maintenance of roads and motorways |
|
CE 3.5 |
Use of concrete in civil engineering |
|
PPC 2.4 |
Remediation of contaminated sites and area |
|
WTR 1.1 |
Manufacture, installation and associated services for leakage control technologies enabling leakage reduction and prevention in water supply |
|
WTR 4.1 |
Providing IT/OT data-driven solutions for leakage reduction |
|
CCA: climate change adaptation. CCM: climate change mitigation. CE: circular economy. PPC: pollution prevention and control. WTR: water and marine resources. |
2.2.1.3Bureau Veritas 2024 reporting
The Taxonomy reporting is prepared by a Committee spanning the Finance, Operations, Systems and CSR functions. The Committee reviews and validates the reporting method used and verifies the data collected.
Bureau Veritas’ reporting complies with the recommendations of the Taxonomy Reporting Guide issued by TIC Council, the professional association of compliance auditors.
- ●the 2024 report covers the proportion of turnover, capital expenditure (CapEx) and operating expenditure (OpEx) associated with eligible/not-eligible and aligned/non-aligned activities;
- ●activities that would be eligible under both climate change mitigation and climate change adaptation are reported only under climate change mitigation, to avoid any risk of being counted twice;
- ●eligibility: only level 1 activities are reported as eligible;
- ●alignment:
- •SC (substantial contribution):
- •SC criteria are met for the activities with which TIC services are associated;
- •because of the difficulties involved in collecting SC data owing to the large number of clients concerned, only activities without SC criteria are considered aligned in this report;
- •DNSH (do no significant harm):
- •none of the reported activities do any significant harm to the other environmental objectives (Article 17 of the Taxonomy Regulation);
- •the DNSH requirements for the activities with which TIC services are associated apply only when relevant, as recommended in the European Commission FAQ of December 19, 2022;
- •the DNSH requirements listed in Annex A ("Generic criteria for DNSH to climate change mitigation") of the Delegated Act for Climate Change Mitigation apply;
- •Minimum safeguards:
- •the minimum safeguards fall into four categories;
- •human rights
- Bureau Veritas’ Human Rights Policy and the Duty of Care Report ensure that Bureau Veritas respects human rights in its operations, subsidiaries and value chain (see sections 2.3.1.2 – B – Human rights, including forced labor and child labor and 2.4.4 – Duty of Care Plan, of this Universal Registration Document);
- •corruption
- Bureau Veritas’ Code of Ethics, which undergoes regular internal and external audits, ensures that Bureau Veritas complies with anti-corruption expectations (see section 2.4.1 – Business conduct, of this Universal Registration Document);
- •tax
- Bureau Veritas ensures that its businesses comply with laws and regulations on tax evasion, and strives to conduct its business in strict compliance with applicable tax regulations (see section 2.1.2.5 – Tax evasion, of this Universal Registration Document);
- •fair competition
- Compliance with fair competition practices is covered by Bureau Veritas’ Code of Ethics, which undergoes regular internal and external audits (see section 2.4.1 – Business conduct and corporate culture, of this Universal Registration Document);
- •human rights
- •Bureau Veritas conducts its business in accordance with the OECD Guidelines for Multinational Enterprises and the UN Guiding Principles on Business and Human Rights, including the principles and rights set out in the eight core conventions cited in the International Labor Organization’s Declaration on Fundamental Principles and Rights at Work and the International Bill of Human Rights (Article 18 of the Taxonomy Regulation). See sections 2.1.3.1 – Strategy, business model and value chain, 2.4.1 – Business conduct and 2.3.1.2-B – Human rights, including forced labor and child labor, of this Universal Registration Document;
- •In 2024, there were no major convictions for employment law violations that called into question Bureau Veritas' compliance with the minimum safeguards.
- •the minimum safeguards fall into four categories;
- •SC (substantial contribution):
This report is presented according to the requirements of Annex 8 of the EU Taxonomy Regulation and Delegated Regulation (EU) No. 2020/852 of the Commission.
Turnover
- ●turnover is taken from the Group’s management tool (FLEX), for traceability of the amounts declared. The eligibility of each case is examined through criteria defined for three attributes:
- 1.nature of the service,
- 2.the client's market, and
- 3.the object in respect of which the service is provided.
As from 2024, the total revenue taken into account to calculate Taxonomy indicators follows the accounting principles of IFRS 15 and corresponds to "Revenue and service costs rebilled to clients".
- ●the eligibility and alignment criteria used are those defined in the TIC Council 2024 Taxonomy Guidelines.
Taxonomy-eligible and aligned Turnover by environmental objective
Share of total, eligible and aligned turnover
Proportion of total turnover
The Taxonomy reporting coverage rate increased from 80% of revenue in 2023 to 100% of revenue in 2024. This rate corresponds to the proportion of Bureau Veritas’ turnover that has the three attributes necessary to be analyzed with regard to the Taxonomy eligibility criteria in the Group’s ERP. In 2024, all Bureau Veritas turnover was analyzed.
CapEx
In 2024, capital expenditure related to assets or processes associated with economic activities that could be considered environmentally sustainable under Annexes I and II of the Taxonomy regulation include:
- ●office, laboratory and vehicle leases (IFRS 16):
- •amount of office and laboratory leases signed in 2024,
- •company vehicle leases signed in 2024.
CapEx breakdown
CapEx |
2024 amount |
% |
2023 amount |
% |
---|---|---|---|---|
Office or laboratory leases |
108.8 |
21% |
95.4 |
29% |
Equipment and company vehicle leases |
64.4 |
12% |
49.9 |
15% |
Total eligible CapEx (numerator) |
173.2 |
33% |
145.3 |
44% |
Property, plant and equipment (land, buildings or equipment) |
152.5 |
29% |
132.9 |
41% |
Intangible assets (software, patents, etc.) |
198.1 |
38% |
48.9 |
15% |
Total CapEx (denominator) |
523.8 |
100% |
327.1 |
100% |
CapEx is made available to Bureau Veritas businesses indiscriminately. As we do not have the means to quantify the proportion of aligned CapEx, Bureau Veritas considers that all of this CapEx is non-aligned.
OpEx
OpEx encompasses operating expenditure related to assets or processes associated with economic activities that could be considered environmentally sustainable, including the following:
- ●research and development for €4.9 million;
- ●short-term leases for €50.5 million;
- ●maintenance and repair of assets for €115.2 million.
OpEx breakdown
This operational expenditure accounts for less than 5% of operational costs (salaries, sub-contractors and purchasing). It is not material for Bureau Veritas' business model. Consequently, it will not be reported according to the exemption rule set out in article 1.3.1.2 of Commission delegated regulation (EU) 2021/2178 of July 6, 2021.
(in €m) |
Salaries (a) |
Sub- |
Purchasing (c) |
Op. costs |
OpEx/Op. |
---|---|---|---|---|---|
2024 operational costs (Op. Costs) |
2,702 |
632 |
1,311 |
4,645 |
1.2% |
Turnover
Year N |
2024 |
Substantial contribution criteria |
DNSH criteria ("Does No Significant Harm") (h) |
||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Economic activities (1) |
Code(s) (2) |
Turnover (3) |
Proportion of turnover, year N (4) |
Climate change mitigation (5) |
Climate change adaptation (6) |
Water (7) |
Pollution (8) |
Circular economy (9) |
Biodiversity (10) |
Climate change mitigation (11) |
Climate change adaptation (12) |
Water (13) |
Pollution (14) |
Circular economy (15) |
Biodiversity (16) |
Minimum safeguards (17) |
Proportion of Taxonomy-aligned (A.1) or Taxonomy-eligible (A.2) turnover, year N-1 (18) |
Category (enabling activity) year N-1 (19) |
Category (transitional activity) (20) |
€m |
% |
YES/NO N/EL |
YES/NO N/EL |
YES/NO N/EL |
YES/NO N/EL |
YES/NO N/EL |
YES/NO N/EL |
YES/NO |
YES/NO |
YES/NO |
YES/NO |
YES/NO |
YES/NO |
YES/NO |
% |
M |
T |
||
A - Taxonomy-eligible activities |
|||||||||||||||||||
A.1. Environmentally sustainable activities (Taxonomy-aligned) |
|||||||||||||||||||
Infrastructure for rail transport (Annex I-6.14) Technical control and inspection of rail transport infrastructure |
CCM 6.14 |
31.6 |
0.5% |
YES |
NO |
NO |
NO |
NO |
NO |
YES |
YES |
YES |
YES |
YES |
YES |
YES |
0.4% |
M |
|
Professional services related to energy performance of buildings (Annex I-9.3) Audits of building energy performance |
CCM 9.3 |
41.8 |
0.6% |
YES |
NO |
NO |
NO |
NO |
NO |
YES |
YES |
YES |
YES |
YES |
YES |
YES |
0.4% |
M |
|
Infrastructure enabling low-carbon road transport and public transport (Annex I-6.15) Inspection of electric vehicle charging stations |
CCM 6.15 |
2.3 |
0.0% |
YES |
NO |
NO |
NO |
NO |
NO |
YES |
YES |
YES |
YES |
YES |
YES |
YES |
0.0% |
M |
|
Installation, maintenance and repair of energy efficiency equipment (Annex I-7.3) Issuance of energy saving certificates |
CCM 7.3 |
59.9 |
0.9% |
YES |
NO |
NO |
NO |
NO |
NO |
YES |
YES |
YES |
YES |
YES |
YES |
YES |
1.1% |
M |
|
Installation, maintenance and repair of renewable energy technologies (Annex I – 7.6) Inspection of renewable energy production facilities |
CCM 7.6 |
77.8 |
1.2% |
YES |
NO |
NO |
NO |
NO |
NO |
YES |
YES |
YES |
YES |
YES |
YES |
YES |
0.9% |
M |
|
Turnover of environmentally sustainable activities (Taxonomy-aligned) (A.1) |
213.3 |
3.3% |
3.3% |
0% |
0% |
0% |
0% |
0% |
YES |
YES |
YES |
YES |
YES |
YES |
YES |
2.8% |
|
|
|
o/w enabling |
213.3 |
3.3% |
3.3% |
0% |
0% |
0% |
0% |
0% |
YES |
YES |
YES |
YES |
YES |
YES |
YES |
2.8% |
M |
|
|
o/w transitional |
0 |
0% |
|
|
|
|
|
|
YES |
YES |
YES |
YES |
YES |
YES |
YES |
0% |
|
T |
|
A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned) (g) |
|||||||||||||||||||
|
EL; N/EL (f) |
EL; N/EL (f) |
EL; N/EL (f) |
EL; N/EL (f) |
EL; N/EL (f) |
EL; N/EL (f) |
|
|
|
|
|
|
|
|
|
|
|||
Installation, maintenance and repair of energy efficiency equipment (Annex I-7.3) Inspection of heating, ventilation and air conditioning equipment |
CCM 7.3 |
|
|
EL |
N/EL |
N/EL |
N/EL |
N/EL |
N/EL |
|
|
|
|
|
|
|
0.1% |
|
|
Remediation of contaminated sites and areas (Annex III-2.4) Environmental tests |
PPC 2.4 |
129.7 |
2.0% |
N/EL |
N/EL |
N/EL |
EL |
N/EL |
N/EL |
|
|
|
|
|
|
|
2.1% |
|
|
Renovation of existing buildings (Annex II - 3.2) Renovation of buildings |
CE 3.2 |
8.7 |
0.1% |
N/EL |
N/EL |
N/EL |
N/EL |
EL |
N/EL |
|
|
|
|
|
|
|
0.5% |
|
|
Turnover of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned) (A.1) |
138.4 |
2.1% |
0.0% |
0% |
0% |
2.0% |
0.1% |
0% |
|
|
|
|
|
|
|
2.6% |
|
|
|
Taxonomy-eligible turnover (A.1 + A.2) |
351.7 |
5.5% |
3.2% |
0.0% |
0.0% |
2.0% |
0.1% |
0.0% |
|
|
|
|
|
|
|
5.4% |
|
|
|
B - Taxonomy-non-eligible activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Taxonomy non-eligible turnover |
|
6,092.6 |
94.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (A + B) |
|
6,444.3 |
100% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CapEx
Year N |
2024 |
Substantial contribution criteria |
DNSH criteria ("Does No Significant Harm") (h) |
||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Economic activities (1) |
Code(s) (2) |
CapEx (3) |
Proportion of CapEx, year N (4) |
Climate change mitigation (5) |
Climate change adaptation (6) |
Water (7) |
Pollution (8) |
Circular economy (9) |
Biodiversity (10) |
Climate change mitigation (11) |
Climate change adaptation (12) |
Water (13) |
Pollution (14) |
Circular economy (15) |
Biodiversity (16) |
Minimum safeguards (17) |
Proportion of |
Category (enabling activity) year N-1 (19) |
Category (transitional activity) (20) |
|
|
€m |
% |
YES/NO |
YES/NO |
YES/NO |
YES/NO |
YES/NO |
YES/NO |
YES/NO |
YES/NO |
YES/NO |
YES/NO |
YES/NO |
YES/NO |
YES/NO |
% |
M |
T |
A - Taxonomy-eligible activities |
|||||||||||||||||||
A.1. Environmentally sustainable activities (Taxonomy-aligned) |
|||||||||||||||||||
Infrastructure for rail transport (Annex I-6.14) Technical control and inspection of rail transport infrastructure |
CCM 6.14 |
0 |
0% |
YES |
NO |
NO |
NO |
NO |
NO |
YES |
YES |
YES |
YES |
YES |
YES |
YES |
0% |
M |
|
Professional services related to energy performance of buildings (Annex I-9.3) Audits of building energy performance |
CCM 9.3 |
0 |
0% |
YES |
NO |
NO |
NO |
NO |
NO |
YES |
YES |
YES |
YES |
YES |
YES |
YES |
0% |
M |
|
Infrastructure enabling low-carbon road transport and public transport (Annex I-6.15) Inspection of electric vehicle charging stations |
CCM 6.15 |
0 |
0% |
YES |
NO |
NO |
NO |
NO |
NO |
YES |
YES |
YES |
YES |
YES |
YES |
YES |
0% |
M |
|
Installation, maintenance and repair of energy efficiency equipment (Annex I-7.3) Issuance of energy saving certificates |
CCM 7.3 |
0 |
0% |
YES |
NO |
NO |
NO |
NO |
NO |
YES |
YES |
YES |
YES |
YES |
YES |
YES |
0% |
M |
|
Installation, maintenance and repair of renewable energy technologies (Annex I-7.6) Inspection of renewable energy production facilities |
CCM 7.6 |
0 |
0% |
YES |
NO |
NO |
NO |
NO |
NO |
YES |
YES |
YES |
YES |
YES |
YES |
YES |
0% |
M |
|
CapEx of environmentally sustainable activities (Taxonomy-aligned) (A.1) |
0 |
0% |
0.0% |
0% |
0% |
0% |
0% |
0% |
YES |
YES |
YES |
YES |
YES |
YES |
YES |
0% |
|
|
|
o/w enabling |
0 |
0% |
0.0% |
0% |
0% |
0% |
0% |
0% |
YES |
YES |
YES |
YES |
YES |
YES |
YES |
0% |
M |
|
|
o/w transitional |
0 |
0% |
|
|
|
|
|
|
YES |
YES |
YES |
YES |
YES |
YES |
YES |
0% |
|
T |
|
A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned) (g) |
|||||||||||||||||||
|
EL; N/EL (f) |
EL; N/EL (f) |
EL; N/EL (f) |
EL; N/EL (f) |
EL; N/EL (f) |
EL; N/EL (f) |
|
|
|
|
|
|
|
|
|
|
|||
Installation, maintenance and repair of energy efficiency equipment (Annex I-7.3) Inspection of heating, ventilation and air conditioning equipment |
CCM 7.3 |
0 |
0.0% |
EL |
N/EL |
N/EL |
N/EL |
N/EL |
N/EL |
|
|
|
|
|
|
|
0% |
|
|
Remediation of contaminated sites and areas (Annex III-2.4) Environmental tests |
PPC 2.4 |
64.4 |
12.3% |
N/EL |
N/EL |
N/EL |
EL |
N/EL |
N/EL |
|
|
|
|
|
|
|
15.3% |
|
|
Renovation of existing buildings (Annex II - 3.2) Renovation of buildings |
CE 3.2 |
108.8 |
20.8% |
N/EL |
N/EL |
N/EL |
N/EL |
EL |
N/EL |
|
|
|
|
|
|
|
29.2% |
|
|
CapEx of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned) (A.1) |
173.2 |
33.1% |
33.1% |
0% |
0% |
0% |
0% |
0% |
|
|
|
|
|
|
|
44.4% |
|
|
|
Taxonomy-eligible CapEx (A.1 + A.2) |
173.2 |
33.1% |
33.1% |
0% |
0% |
0% |
0% |
0% |
|
|
|
|
|
|
|
44.4% |
|
|
|
B - Taxonomy-non-eligible activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Taxonomy non-eligible CapEx |
|
350.6 |
66.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (A + B) |
|
523.8 |
100% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OpEx
Year N |
2024 |
Substantial contribution criteria |
DNSH criteria ("Does No Significant Harm") (h) |
||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Economic activities (1) |
Code(s) (2) |
OpEx (3) |
Proportion of OpEx, year N (4) |
Climate change mitigation (5) |
Climate change adaptation (6) |
Water (7) |
Pollution (8) |
Circular economy (9) |
Biodiversity (10) |
Climate change mitigation (11) |
Climate change adaptation (12) |
Water (13) |
Pollution (14) |
Circular economy (15) |
Biodiversity (16) |
Minimum safeguards (17) |
Proportion of Taxonomy-aligned (A.1) or Taxonomy-eligible (A.2) OpEx, year N-1 (18) |
Category (enabling activity) year N-1 (19) |
Category (transitional activity) (20) |
€m |
% |
YES/NO N/EL |
YES/NO N/EL |
YES/NO N/EL |
YES/NO N/EL |
YES/NO N/EL |
YES/NO N/EL |
YES/NO |
YES/NO |
YES/NO |
YES/NO |
YES/NO |
YES/NO |
YES/NO |
% |
M |
T |
||
A - Taxonomy-eligible activities |
|||||||||||||||||||
A.1. Environmentally sustainable activities (Taxonomy-aligned) |
|||||||||||||||||||
Infrastructure for rail transport (Annex I-6.14) Technical control and inspection of rail transport infrastructure |
CCM 6.14 |
0 |
0% |
YES |
NO |
NO |
NO |
NO |
NO |
YES |
YES |
YES |
YES |
YES |
YES |
YES |
0% |
M |
|
Professional services related to energy performance of buildings (Annex I-9.3) Audits of building energy performance |
CCM 9.3 |
0 |
0% |
YES |
NO |
NO |
NO |
NO |
NO |
YES |
YES |
YES |
YES |
YES |
YES |
YES |
0% |
M |
|
Infrastructure enabling low-carbon road transport and public transport (Annex I-6.15) Inspection of electric vehicle charging stations |
CCM 6.15 |
0 |
0% |
YES |
NO |
NO |
NO |
NO |
NO |
YES |
YES |
YES |
YES |
YES |
YES |
YES |
0% |
M |
|
Installation, maintenance and repair of energy efficiency equipment (Annex I-7.3) Issuance of energy saving certificates |
CCM 7.3 |
0 |
0% |
YES |
NO |
NO |
NO |
NO |
NO |
YES |
YES |
YES |
YES |
YES |
YES |
YES |
0% |
M |
|
Installation, maintenance and repair of renewable energy technologies (Annex I-7.6) Inspection of renewable energy production facilities |
CCM 7.6 |
0 |
0% |
YES |
NO |
NO |
NO |
NO |
NO |
YES |
YES |
YES |
YES |
YES |
YES |
YES |
0% |
M |
|
OpEx of environmentally sustainable activities (Taxonomy-aligned) (A.1) |
0 |
0% |
0% |
0% |
0% |
0% |
0% |
0% |
YES |
YES |
YES |
YES |
YES |
YES |
YES |
0% |
|||
o/w enabling |
0 |
0% |
0% |
0% |
0% |
0% |
0% |
0% |
YES |
YES |
YES |
YES |
YES |
YES |
YES |
0% |
M |
||
o/w transitional |
0 |
0% |
YES |
YES |
YES |
YES |
YES |
YES |
YES |
0% |
T |
||||||||
A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned) (g) |
|||||||||||||||||||
EL; N/EL (f) |
EL; N/EL (f) |
EL; N/EL (f) |
EL; N/EL (f) |
EL; N/EL (f) |
EL; N/EL (f) |
||||||||||||||
Installation, maintenance and repair of energy efficiency equipment (Annex I-7.3) Inspection of heating, ventilation and air conditioning equipment |
CCM 7.3 |
0 |
0% |
EL |
N/EL |
N/EL |
0% |
||||||||||||
Remediation of contaminated sites and areas (Annex III-2.4) Environmental tests |
PPC 2.4 |
0 |
0% |
N/EL |
N/EL |
N/EL |
0% |
||||||||||||
Renovation of existing buildings (Annex II - 3.2) Renovation of buildings |
CE 3.2 |
0 |
0% |
N/EL |
N/EL |
N/EL |
0% |
||||||||||||
OpEx of Taxonomy-eligible but not environmentally sustainable activities(not Taxonomy-aligned) (A.1) |
0 |
0% |
0% |
0% |
0% |
0% |
0% |
||||||||||||
Taxonomy-eligible OpEx (A.1 + A.2) |
0 |
0% |
0% |
0% |
0% |
0% |
0% |
||||||||||||
B - Taxonomy-non-eligible activities |
|||||||||||||||||||
Taxonomy non-eligible OpEx |
170.6 |
100% |
|||||||||||||||||
Total (A + B) |
170.6 |
100% |
2.3Labor-related information
2.3.1Own workforce
2.3.1.1Strategy
Interests and views of stakeholders
The interests, views and rights of the Group’s stakeholders inform the strategy and business model of Bureau Veritas through a number of priorities. These priorities help achieve a workforce for the Group that can meet the growth objectives through the creation of innovative solutions, the provision of expert advice and knowledge and the uncompromising application of ethical standards in the delivery of services to the Group’s customers. These priorities are also reflected in the Group’s human resources strategy and inform the three key components of this strategy: attract, engage, and grow.
The three components of the Group’s human resources strategy enable the execution of the strategy through policies, processes, systems and initiatives, which reflect the interests, views and rights of the Group’s workforce. These include:
- ●the provision of secure and sustainable employment;
- ●a diverse workforce and inclusive culture;
- ●on-going learning and career development;
- ●highly engaged members of the workforce;
- ●a safe workplace;
- ●the respect of human rights, including labor rights.
Material impacts, risks and opportunities and their interaction with strategy and business model
Actual and potential material impacts, risks and opportunities related to the Group’s workforce
Topic |
Sub-topic |
IMPACTS |
RISKS |
OPPORTUNITIES |
---|---|---|---|---|
Working conditions |
Secure employment |
An insufficiently secure job has a negative impact on employees' stable, long-term income, leading to stress and a lower standard of living. A secure job, on the other hand, gives employees a better quality of life and better mental and physical health. |
An insufficiently secure job can lead to a reduced ability to attract talent, and engage and retain the workforce. This puts at risk productivity and unrealized growth opportunities. |
|
Working conditions |
Working time |
The demands of the Company's activities that require long working hours may negatively impact work-life balance. |
Decreased productivity and ability to attract, retain and engage talent. |
|
Working conditions |
Adequate wages |
|
Inadequate wages could result in reputational damage, legal claims, higher labor costs, employee attrition and disengagement. |
|
Working conditions |
Social dialogue/ Freedom of association/ Collective bargaining including the rate of workers covered by collective agreements |
Too little social dialogue and collective bargaining impacts employee and local community engagement and in some cases quality of life. |
Failing to foster an environment that supports workers' rights and social dialogue at Bureau Veritas poses risks of lower productivity, higher turnover, compliance issues, operational disruptions, reputational damage, and recruitment challenges. |
|
Working conditions |
Work-life balance |
Demands of Bureau Veritas' business, such as irregular schedules and client site assignments, can disrupt the work-life balance of its employees, impacting their families and local communities. |
A lack of work-life balance can lead to less productive employees, poorer services and less harmonious families and local communities. |
|
Working conditions |
Health & Safety |
Bureau Veritas' testing and inspection activities expose its employees to health and safety risks, which the Group addresses through robust safety measures. |
Neglecting health and safety can lead to legal liability, productivity declines, reputational damage, talent retention challenges, and potential loss of safety certifications required by clients. |
|
Equal treatment and opportunities for all |
Gender equality and equal pay for work of equal value |
The Group' current pay practices may perpetuate gender disparities which can impact social cohesion and women’s livelihoods due to wage gaps. |
Failing to address compensation disparities can lead to reputational, financial, and operational risks, such as potential non-compliance, social issues and productivity declines. |
|
Equal treatment and opportunities for all |
Training and skills development |
Ensuring equitable training opportunities is necessary to ensure equal opportunities for personal, professional and career growth. |
Unequal opportunities for training can lead to unrealized growth opportunities, a weaker employer brand and less ability to attract, engage and retain talent. |
|
Equal treatment and opportunities for all |
Employment and inclusion of persons with disabilities |
Unsuitability of Bureau Veritas' positions or work environment for persons with disabilities, as well as under-representation in its workforce, can have negative societal impacts. |
|
|
Equal treatment and opportunities for all |
Measures against violence and harassment in the workplace |
Insufficient internal measures taken by Bureau Veritas to address violence and harassment in the workplace could have a detrimental physical and psychological impact on its employees. This, in turn, could lead to reputational consequences for the Company's clients, partners and current/future talent. |
Failure to prioritize a safe, inclusive work environment could lead to higher turnover, compliance issues, operational disruptions, reputational damage, and recruitment challenges. |
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Equal treatment and opportunities for all |
Diversity |
Insufficient focus on diversity and inclusion undermines the trust and satisfaction of employees, communities, and shareholders, as the Group fails to reflect the diversity of its stakeholders or capitalize on the benefits of a diverse workforce and inclusive culture. It also impacts the ability of more underrepresented groups to secure sustainable employment. Equal treatment and opportunities for all means a more diverse workforce and ensures that minorities have access to enriching career paths. |
Neglecting diversity and inclusion can lead to reputational, performance and financial risks, such as potential non-compliance, insufficient innovation, reduced capacity to attract and retain talent, and client deselection. |
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Other work-related rights |
Child labor and forced labor |
|
Failing to prevent child labor and forced labor carries reputational, legal, and compliance risks that could severely undermine Bureau Veritas' ethical standards and public trust. |
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The frequency of significant negative work-related incidents, particularly those relating to secure employment, depends on a variety of factors, such as economic conditions, and is therefore impossible to report.
- ●the need for the Group to have a highly skilled workforce to meet the changing regulations and expectations of its customers;
- ●the competitive advantage in productivity the Group receives from having a workforce that is engaged;
- ●innovation and creativity from the Group’s workforce that it leverages to develop solutions for its customers and its own operations through a diverse workforce;
- ●a strong organizational and employer brand that the Group utilizes to attract and retain members of its workforce and its customers to meet its growth plans through an inclusive, consultative, and safe culture.
Members of the Group's workforce to whom these impacts, risks, and opportunities primarily relate are its employees and non-employees.
- ●Employees have mainly permanent contracts. Due to the specificity of certain activities, Bureau Veritas also uses fixed term, and non-guaranteed hours employment contracts.
- ●Non-employees of the Group’s workforce are not significant in number relative to employees and are not managed centrally. They provide to Bureau Veritas additional capacity when facing a peak of activity and additional expertise for specific technical requirements. These non-employees are mainly sub-contractors participating in the delivery of the Group's services. Regardless of where they provide their services, they do so under the responsibility of Bureau Veritas’ Management, and they apply Bureau Veritas’ policies and processes.
The Group currently does not consolidate central records of these non-employees. For this reason, the information provided in section 2.3.1 − Own workforce, of this Universal Registration Document relates to employees only, unless otherwise stated.
2.3.1.2Impacts, risks and opportunities management
I- Policies & Actions
The Group has designed and implemented a human resources strategy based on the guiding principle of "Safety & Well-being". This strategy is designed to manage actual and potential material impacts, risks and opportunities related to the Group’s own workforce, and is structured around three Group-wide policies: "Strategic skills", "Employee experience" and "Career growth". Its design is partly based on employee testimonials and feedback gathered through initiatives such as the annual engagement survey.
The impact of this strategy is measured by employee feedback from engagement surveys and discussions with employee representatives. Employees are informed about this strategy by Group managers and through centralized communications. The Chief People Officer is responsible for implementing the relevant policies at Group level, with the aim of completing the key actions by the end of 2028.
3 Group-wide policies |
Common thread |
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---|---|---|---|
Strategic skills |
Employee experience |
Career growth |
Safety & Well-being |
|
|
|
|
Bureau Veritas identifies necessary and appropriate actions in response to actual or potential negative impacts on its workforce, based on risk monitoring metrics for these impacts and on consultations with its employees and/or their representatives. These monitoring and consultation efforts enable Bureau Veritas to assess whether the Company's practices are having a material negative impact on its employees.
Actual and potential material impacts, risks and opportunities related to the Group’s workforce
Secure employment |
||||
---|---|---|---|---|
Policy |
Dialogue process and remediation plans implemented |
Action plans* |
2028 goals |
Metrics |
Career growth |
|
|
40 |
Number of training hours per employee |
95% |
% of employees participating in a performance review |
|||
* Detailed descriptions of the action plans, as classified by policy, can be found following the tables relative to each topic. |
Working time |
||||
---|---|---|---|---|
Policy |
Dialogue process and remediation plans implemented |
Action plans* |
2028 goals |
Metrics |
Employee experience
Safety & Well-being |
|
|
76
0.23
|
Employee engagement rate
Total Accident Rate (TAR): number of accidents with and without lost time x 200,000/number of hours worked. |
* Detailed descriptions of the action plans, as classified by policy, can be found following the tables relative to each topic. |
Adequate wages |
||||
---|---|---|---|---|
Policy |
Dialogue process and remediation plans implemented |
Action plans* |
2028 goals |
Metrics |
Strategic skills |
|
|
76 |
Employee engagement rate |
* Detailed descriptions of the action plans, as classified by policy, can be found following the tables relative to each topic. |
Social dialogue/existence of works councils/information, consultation and participation rights of workers and Freedom of association/Collective bargaining, including the rate of workers covered by collective bargaining agreements |
||||
---|---|---|---|---|
Policy |
Dialogue process and remediation plans implemented |
Action plans* |
2028 goals |
Metrics |
Employee experience |
|
|
76 |
Employee engagement rate |
* Detailed descriptions of the action plans, as classified by policy, can be found following the tables relative to each topic. |
Work-life balance |
||||
---|---|---|---|---|
Policy |
Dialogue process and remediation plans implemented |
Action plans* |
2028 goals |
Metrics |
Employee experience |
|
|
76 |
Employee engagement rate |
* Detailed descriptions of the action plans, as classified by policy, can be found following the tables relative to each topic. |
Health & Safety |
||||
---|---|---|---|---|
Policy |
Dialogue process and remediation plans implemented |
Action plans* |
2028 goals |
Metrics |
Employee experience
Safety & Well-being |
|
|
76
N/A
|
Employee engagement rate
Total Accident Rate (TAR): number of accidents with and without lost time x 200,000/number of hours worked. |
* Detailed descriptions of the action plans, as classified by policy, can be found following the tables relative to each topic. |
Gender equality and equal pay for work of equal value |
||||
---|---|---|---|---|
Policy |
Dialogue process and remediation plans implemented |
Action plans* |
2028 goals |
Metrics |
Employee experience
Strategic skills |
|
|
36% |
% women managers (Band EC-II) |
36% |
% women managers (Band EC-IV) |
|||
35% |
% women in total workforce |
|||
1.0 |
Gender pay ratio |
|||
* Detailed descriptions of the action plans, as classified by policy, can be found following the tables relative to each topic. |
Training and skills development |
||||
---|---|---|---|---|
Policy |
Dialogue process and remediation plans implemented |
Action plans* |
2028 goals |
Metrics |
Career growth |
|
|
40 |
Number of training hours per employee |
* Detailed descriptions of the action plans, as classified by policy, can be found following the tables relative to each topic. |
Employment and inclusion of persons with disabilities |
||||
---|---|---|---|---|
Policy |
Dialogue process and remediation plans implemented |
Action plans* |
2028 goals |
Metrics |
Strategic skills
Career growth |
|
|
N/A |
Percentage of employees recorded as having a disability (France) |
* Detailed descriptions of the action plans, as classified by policy, can be found following the tables relative to each topic. |
Measures against violence and harassment in the workplace |
||||
---|---|---|---|---|
Policy |
Dialogue process and remediation plans implemented |
Action plans* |
2028 goals |
Metrics |
Employee experience |
|
|
N/A |
Total number of incidents of discrimination, including harassment, reported in the reporting period |
* Detailed descriptions of the action plans, as classified by policy, can be found following the tables relative to each topic. |
Diversity |
||||
---|---|---|---|---|
Policy |
Dialogue process and remediation plans implemented |
Action plans* |
2028 goals |
Metrics |
Employee experience |
|
|
36% |
% women managers (Band EC-II) |
36% |
% women managers (Band EC-IV) |
|||
35% |
% women in total workforce |
|||
* Detailed descriptions of the action plans, as classified by policy, can be found following the tables relative to each topic. |
Child labor and forced labor |
||||
---|---|---|---|---|
Policy |
Dialogue process and remediation plans implemented |
Action plans* |
2028 goals |
Metrics |
Employee experience |
|
|
0 |
Number of severe human rights incidents connected to Bureau Veritas’ workforce personnel |
0 |
Number (including zero) of severe human rights incidents connected to employees in the |
|||
* Detailed descriptions of the action plans, as classified by policy, can be found following the tables relative to each topic. |
A. Strategic Skills
a. Strategic talent attraction
In order to guarantee secure employment for its workforce, the Group strives to continuously attract qualified and skilled individuals able to meet the Group’s operational and growth imperatives. This approach is designed to ensure the long-term viability of the Company's activities and to foster the development of talent within the organization. The Group’s strategic workforce planning uses talent analytics with data sourced from the Group’s talent assessment, development, and succession planning processes. This data helps show the key skills and profiles needed to achieve the growth ambitions in Bureau Veritas’ strategy. These skills and profiles include:
- ●sales specialists and leaders of sales teams to drive organic growth;
- ●sustainability experts and managers to design and market new services;
- ●digital skills to support the transformation of services offerings;
- ●cybersecurity specialists to offer enhanced cybersecurity reviews and consulting;
- ●change specialists to contribute to enterprise transformation programs;
- ●diverse talent with a focus on achieving greater balance among managers relative to gender, age, nationality and number of persons with disabilities.
The above talent analytics insights have influenced the approaches used by talent acquisition teams to recruit new hires, including:
- ●selecting and leveraging talent sourcing platforms;
- ●strengthening partnerships with external talent search providers;
- ●training recruitment teams and managers, particularly in inclusive recruitment;
- ●enhancing the Group’s employer branding strategy, as a distinctive employer brand that focuses on the opportunities available to people in the workforce of the Group to make concrete and valuable contributions to Bureau Veritas that impact the sustainable growth of the communities where the Group operates. The Group’s employer brand, known as "LEAVE YOUR MARK" will continue to evolve and be enhanced in the future through placing increased emphasis on the opportunity the Group’s people have to make a lasting difference to communities;
- ●digitalization of talent attraction processes, including leveraging artificial intelligence;
- ●deploy and/or expand programs for those at the start of their careers, including graduate recruitment, internships and apprenticeships.
The Group’s employer branding and talent attraction, assessment and selection processes also aim to recruit individuals who will consistently display the Group’s Values (below).
b. Competitive and fair compensation, with equal pay
The Group regularly carries out compensation surveys to ensure that its competitive positioning is maintained, enabling it to attract the right applicants, retain its people and compensate employees fairly based on the roles that they occupy.
Bureau Veritas also has profit-sharing agreements and savings plans, such as in France where all employees participate in profit-sharing based on local labor law. In addition, employees in France who have worked for the Group for more than three months are entitled to contractual profit-sharing proportional to their seniority.
The Group is committed to achieving gender pay equity by 2028, by assessing the pay gap for equal work within its organization at least once a year, taking into account legitimate factors such as the location of employees and their roles and responsibilities. The purpose of this analysis is to identify material pay gaps of more than 5% that cannot be explained by legitimate factors. Once identified, the Group undertakes to implement remediation actions and timelines to close these gaps.
B. Employee Experience
Employee feedback
The Group conducts regular surveys - at least yearly - to obtain comments from its employees and then takes action based on the results of these surveys. These surveys include:
- ●an annual employee engagement survey;
- ●onboarding surveys sent to new recruits;
- ●exit surveys sent to employees who are about to leave Bureau Veritas;
- ●special topic surveys, such as on diversity, equity & inclusion.
Inclusive culture
The Group’s commitment to building, through equity, a sustainably diverse workforce with an inclusive culture is illustrated by its implementation of various action plans and initiatives, including:
- ●one of the four BV Values, "Open & Inclusive" (below), reflects the Group’s belief that employees can only reach their full potential if they are able to express themselves freely and openly and if the actions and behaviors of Bureau Veritas’ employees encourage such expression. Employees are evaluated each year as part of their performance assessment on their effective demonstration of all Bureau Veritas values;
- ●managers are further expected to enhance the Group’s inclusive culture by demonstrating the Leadership Expectations. Two of these Leadership Expectations specifically target the on-going development of its inclusive culture: “Lead through Bureau Veritas Absolutes and Values” and “Build Engaged Teams”. Managers are evaluated each year as part of their performance assessment on their effective demonstration of all Bureau Veritas Leadership Expectations;
- ●a training course for all managers, jointly facilitated by members of the Bureau Veritas Executive Committee and an external specialist, covering the following leadership fundamentals:
- (i)inclusive behaviors to remove unconscious bias;
- (ii)preventing harassment;
- (iii)attracting, assessing, and selecting talent using inclusive words and actions;
- ●learning programs and awareness on special topics, such as women’s health including menopause awareness sessions for employees and managers in the United Kingdom;
- ●membership of associations, such as Association Française des Managers de la Diversité in France, that provide resources to promote diversity and inclusion;
- ●Bureau Veritas is a signatory of the “Charte de la Diversité” in France.
A diverse workforce
Achieving greater diversity within its workforce is a strategic priority for Bureau Veritas. To this end, the Group has put in place and will continue to implement strategies aimed at achieving its objectives in this area. The following elements, together with the corresponding strategies, help establish a diverse and inclusive workforce:
Gender balance
- ●accelerated leadership development programs for high potential women in all regions of the world, including:
- •Elevate HER – a global leadership development program for high potential women in the Group from all parts of the world and all businesses of the Group. The aim is to offer high potential women accelerated growth opportunities through individual coaching, mentoring and group learning activities to enhance their readiness for senior management roles within different Group entities or divisions.
- •Women@BV in France. This program is designed to accelerate the development of high potential women and includes mentoring from senior leaders, guest speakers on priority topics, and tools to develop one’s leadership style. It also aims to increase access to the Group’s industry for women through partnership with, “Elles bougent”, which included inviting teenage girls to the Group’s offices to learn about career options. and requiring shortlists with at least one woman wherever possible;
- ●all employees in the Group are provided maternity protection from workplace risks as an application of its Cardinal Safety Rules, and maternity protection from dismissal based on local laws and regulations;
- ●longer paid parental leave than that provided for under certain national laws (note that eligibility conditions for such leave vary from one country to the next; for example, in the United States, you must have been employed by the Company for at least 12 months, have worked at least 1,250 hours in the 12 consecutive months immediately preceding the start date of the leave, and be a regular full-time employee):
- •in the United Kingdom, paid maternity and paternity leave exceeds that required by local law: for maternity leave, the first six weeks are paid at 100% (vs. 90% required by law) and weeks seven to 16 are also paid at 100% (vs. GBP 152 per week required by law); for paternity leave, two weeks are paid at 100% (vs. GBP 152 per week required by law),
- •in Australia, paid parental leave is provided to an employee who is the primary caregiver of a newborn or recently adopted child, once he or she has 12 months’ seniority. Paid leave is six weeks at the employee’s basic rate of pay, with a further two weeks’ pay if the employee returns to the business for at least one month. In addition, employees who are not the primary caregiver can use five days of accrued "personal leave" (sick and career leave) when the child comes home,
- •in the United States, Bureau Veritas offers paid parental (maternity) leave for a period of up to 14 weeks,
- •in India, parental leave benefits are extended to fathers in the form of five days paid leave,
- •in Spain, employees are provided childcare contributions in the form of cash allowances in the following situations: the birth or adoption of a child, for children of school age between 6 and 16 years of age, children who have a disability, and “large families”; paid leave: up to five additional paid days beyond the minimum legal requirement of 12 weeks for a mother if she transfers part of her maternity leave to the father;
- ●the Group’s offices in France and Spain provide dedicated breast-feeding rooms for women;
- ●Bureau Veritas in the United Kingdom provides awareness and training for employees on menopause in order to provide better support to employees who are experiencing menopause;
- ●In Europe, the Group holds the Gender Equality European and International Standard (GEEIS) certification in three key countries (Spain, Italy and Poland) after criteria were examined including ensuring specific people action plans and practices were in place;
- ●Bureau Veritas is a signatory of the United Nations Women’s Empowerment Principles in order to reinforce its commitment, and support its strategies, to advance gender equality and women’s empowerment in the workplace and more broadly within society;
- ●Hinda Gharbi, the Group’s Chief Executive Officer, is a mentor in the "Ateliers Entreprise et Mixité" mentoring program, as well as in the Equaleaders organization in France, whose aim is to promote greater parity in the country’s governing bodies;
- ●Bureau Veritas’ Executive Vice-President, Marine & Offshore, Matthieu Gondallier de Tugny, is a founding member of the Global Maritime Forum’s Diversity Study Council whose mission is to develop a Global Charter for Diversity & Inclusion for the maritime industry with the objective of enabling women’s access to, and advancement within, the maritime industry;
- ●the Group’s Vice-President Sales & Marketing – France, Nathalie Brunel, is a member of the board of the association “Elles bougent” which aims to attract more women to pursue careers in engineering.
Diverse ethnic representation
- ●The Group is also very committed to enhancing the ethnic and racial diversity of its workforce, and to ensuring its workplace culture enables all people, regardless of their ethnicity and race to thrive. Bureau Veritas operates in 140 countries with 159 nationalities represented among its employees. The Bureau Veritas values and leadership expectations support the commitment to improve Bureau Veritas’ ethnic and racial diversity, which apply at all levels, including the most senior leadership roles. For example, the Group Executive Committee includes a range of nationalities (Australian/Tunisian, Brazilian, Chinese, Canadian/USA, French, German, Pakistani, Peruvian, Spanish and Thai), with 47% of members having non-European nationalities.
- ●The Group continues to increase the capacity of individual managers to create a workforce of diverse ethnicity and race, and a workplace culture where everyone has equal opportunities to succeed and progress their careers. Initiatives taken to support this include:
- •training programs on inclusive leadership that include unconscious bias;
- •evaluation of managers’ demonstration of the BV Values and Leadership Expectations;
- •local events, such as cultural celebrations, to celebrate and recognize differences;
- •tracking and reporting nationality data for the total workforce and for the management workforce in order to close gaps between these two workforces.
Persons with disabilities
The Group is constantly seeking ways to create a workplace that increases access to employment for people with disabilities. Several targeted initiatives were launched in 2024:
- ●In France, Bureau Veritas has implemented initiatives to increase access to employment which include:
- •internal communication campaigns with expert consultants to raise awareness of all employees,
- •a strategy for recruiting persons with disabilities, including a link to the recruitment site of AGEFIPH, France’s collecting organization for funds promoting the occupational integration of disabled persons, along with access to its applicant database,
- •the provision of a call line for Group employees to obtain support in having their disability recognized,
- •external training to enable disabled workers currently unemployed to be hired by Bureau Veritas;
- ●in South Africa, Bureau Veritas partners with training providers to fund learning for people with disabilities to increase their access to employment;
- ●in Spain, Bureau Veritas holds the "Bequal Certification", which assesses companies’ recruitment and human resources policies, office accessibility, and the retention and rehabilitation of workers with disabilities.
People belonging to the LGBTI+ community
Bureau Veritas is a supporter of the Partnership for Global LGBTI Equality, an initiative of the United Nations Office of the High Commissioner for Human Rights, BSR, and the World Economic Forum. It is through this and other initiatives that the Group aims to attract and engage talent who identify as LGBTI+ by creating a workplace where they can feel free to fully and openly contribute in their roles and progress in their careers. Examples of other initiatives include:
- ●a number of events are held across several countries to celebrate Pride Month. The events promote Bureau Veritas’ inclusive culture for all employees, particularly those who identify as LGBT+, encourage more people to support the LGBT+ community, and educate employees on how they can create a more LGBT+ inclusive workplace;
- ●awareness programs available and promoted to all employees globally, such as the global panel discussion conducted during Pride Month that focused on the role of line managers in creating LGBT+ inclusive workplaces;
- ●employee resource groups for LGBT+ employees and allies, such as the LGBT+ Diversity Group in the United Kingdom;
- ●providing employees with the option to record their gender as “non-binary”;
- ●in Spain, the Group participated in the "EMIDIS" program, an initiative of the Federal LGBTI+ institute in Spain that provides a diagnosis of the support and inclusion that organizations’ policies and practices provide to people identifying as LGBTI+. Subsequent to undertaking the diagnosis, an action plan was developed and is being implemented to close identified gaps;
- ●having started with the United Kingdom, the Group records and reports employees who volunteer to identify as LGBTI+, with the aim of increasing the coverage of this reporting to more countries over time. This data is used for the purpose of helping increase the representation of people identifying as LGBTI+ in the workforce, and to understand where and how to improve the inclusive element of the Group’s culture.
Cross-generational employees
The development of talent across all generations is critical given the significant number of employees at Bureau Veritas within different age groups. This was achieved through multiple initiatives, including:
- ●The Group places particular emphasis on targeting external candidates of all ages. Its LEAVE YOUR MARK employer brand illustrates its employment value proposition to multiple generations, drawing a link between employee expertise and concrete benefits to society. The Group keeps a close eye on employee engagement, voluntary attrition rate and hours spent on training and development by age band and level within the organization. The aim is to identify any discrepancies between the different groups, so that appropriate strategies can be put in place to reduce them;
- ●In France, recruitment teams have deployed a campaign targeting individuals who are starting or reorienting their careers, with a particular focus on digital media;
- ●In Japan, in order to retain older talent, the Group offers a continued employment program for those who have reached the local retirement age (63), which includes offering part-time work options.
Military veterans
- ●Bureau Veritas values the recruitment of veterans through the technical, professional, and leadership skills they bring. The Group also believes it has a responsibility to enable more employment pathways to individuals who have served in the armed forces.
- ●In the United States, Bureau Veritas has an agreement with "RecruitMilitary.com", the exclusive agency for the "Soldier for Life" program of the United States Army that helps veterans’ transition to employment. In addition, the Group’s recruitment teams in the United States have a targeted strategy of creating and maintaining relationships with “Transition Officers” in the military in order to enhance Bureau Veritas’ brand as an employer of choice for veterans.
- ●In the United Kingdom, in 2024 Bureau Veritas was confirmed as holder of the Gold award under the Ministry of Defense Employer Recognition Scheme, in recognition of its induction program targeting British army veterans and the opportunities this gives them to build a second career. This award has now been held by the Group for seven years and in part reflects the numerous options available to veterans to organize their work by giving them a role as mentors or consultants, or by offering them part-time work solutions.
First Nations
- ●In Australia, Bureau Veritas partners with different First Nations groups, such as the Waalitj Foundation and local communities, to attract more applications from people from First Nations communities. The Group also had its “Reflect Reconciliation Action Plan” conditionally endorsed by Reconciliation Australia.
Persons with other family responsibilities
- ●Globally, Bureau Veritas’ Flexibility Policy provides a framework on when, where, and how employees can work to support their needs outside the workplace, such as in situations where they are carers. In addition, paid leave is provided in some countries specifically for employees who have caring responsibilities.
- ●In Spain, employees are provided up to 30 working days of paid leave to assist first-degree relatives (children, parents, parents/son/daughter-in-law) when hospitalized.
Harassment-free working environment
- ●The Group has specific codes that are aligned with relevant internationally recognized instruments, including the UN Guiding Principles on Business and Human Rights. These codes for their own workforce, including employees and non-employees, explicitly address trafficking in human beings, forced labor/compulsory labor and child labor. These include the Human Rights Policy, Anti-discrimination Policy, the Inclusion Policy, Cardinal Rules and Safety Fundamentals and the Code of Ethics. The following grounds for discrimination are specifically covered in the Inclusion policy of the Group: racial and ethnic origin, color, sex, sexual orientation, gender identity, disability, age, religion, political opinion, national extraction or social origin.
- ●These above-mentioned codes are implemented through specific procedures to ensure discrimination is prevented, mitigated and acted upon once detected, as well as to advance diversity and inclusion in general. The Group treats all claims of discrimination and harassment with the utmost seriousness and commits to investigating all claims swiftly and to taking appropriate action as a result of the findings of the investigations. The Group’s policy confirms that anyone who files a complaint will be protected against retaliation. Bureau Veritas is also committed to ensuring, through on-going training and communications, that employees are aware of what constitutes discrimination and harassment and how to lodge claims where they believe it has taken place – this includes providing an independent whistleblowing channel that is operated by a third party.
- ●The Group has made specific commitments to increase the representation of women. The commitments include targets to achieve greater representation of women in the workforce, among leadership/experts and in senior leadership through targeted recruitment, development and engagement strategies.
- ●Training on the Group’s Code of Ethics, which includes its zero tolerance regarding harassment and its commitment to building a diverse workforce and inclusive culture, is mandatory for all employees. In 2024, all managers were asked to take part in "Open & Inclusive" seminars, led by members of the Group Executive Committee and experts. These seminars were aimed at strengthening each manager's role in creating a working environment free from all forms of discrimination and harassment. The above global initiatives are reinforced by local examples, such as mandatory training on sexual harassment for managers in India and mandatory training for managers on labor law and employee psychological and associated occupational hazards in France.
Respect for human rights, including issues relating to forced labor and child labor
The Group’s codes and initiatives in relation to its own workforce explicitly prohibit trafficking in human beings, forced labor or compulsory labor and child labor. The Group also has a comprehensive workplace accident prevention policy and management system.
The codes and initiatives of Bureau Veritas and their deployment are aligned with relevant internationally recognized instruments, including the UN Guiding Principles on Business and Human Rights and the OECD Guidelines for Multinational Enterprises on Responsible Business Conduct.
- ●freedom of association and the right to collective bargaining: Bureau Veritas respects the right of all employees to form or join trade unions and to bargain collectively, in accordance with local laws. A non-discriminatory policy is applied in respect to union membership and activity in areas such as employment, promotion transfer or dismissal. Bureau Veritas encourages open and honest communication in its workplaces where employees can speak with their managers about their ideas, concerns or issues and work together to deal with work condition issues;
- ●elimination of discrimination and remuneration inequalities: Bureau Veritas combats all types of discrimination, harassment and any other disrespectful or inappropriate behavior, including unfair treatment or retaliation of any kind in the workplace or in any work-related circumstance. Decisions on recruitment, appointments, training, compensation and advancement are exclusively based on qualifications, performance, skills and expertise, all without regard to race, ethnicity, color, visible differences, religion, sex, heritage, socioeconomic status, age, sexual orientation, marital status, medical condition, disability, political opinion, gender identity or any other legally protected status. Bureau Veritas is also committed to identifying remuneration inequities based on gender and taking action to remove them. Processes to identify such inequities and take action include regular analysis and reporting, followed by the development and execution of local action plans to address identified gaps;
- ●support for diversity and inclusion: Bureau Veritas supports and promotes diversity and inclusion in all its workplaces;
- ●provision of a safe and secure workplace: Bureau Veritas is committed to providing a safe and healthy workplace, free from violence, harassment, intimidation and other unsafe or disruptive conditions, to minimize the risk of accidents and injury and to reduce exposure to safety, health and security risks, for all its employees. Bureau Veritas Health and Safety program complies with applicable laws and regulations. It includes provision of appropriate personal protective equipment to workers, establishing safety procedures and training programs on workplace hazards and ensuring codes and procedures are in place to deal with any emergency situations;
- ●protection of privacy: Bureau Veritas is committed to the right of privacy and freedom of expression and takes all reasonable measures to endeavor to protect employees against unauthorized access, use, destruction, modifications or disclosure of their personal information and data. Bureau Veritas processes employee personal data in accordance with our global privacy policy and applicable laws and regulations. Security safeguards for employee data are provided as needed and are maintained with respect for employee privacy and dignity.
The Group has processes and mechanisms to monitor compliance with the UN Guiding Principles on Business and Human Rights, ILO Declaration on Fundamental Principles and Rights at Work and the OECD Guidelines for Multinational Enterprises. These processes and mechanisms include:
- ●partnering policy: Bureau Veritas is committed to endeavoring to ensure that its partners such as agents, intermediaries, joint venture and consortia members, implement the Human Rights and Labor policy. Bureau Veritas may decide to stop its activities with clients, governments or local communities who do not respect human rights;
- ●a whistleblowing process: Bureau Veritas supports a policy of encouraging our people to "speak out" if they witness anything that happens within our business that they believe goes against our Code of Ethics. This is supported by an external Alert Line enabling people to report issues online, via e-mail or by telephone, giving their name or not as they choose.
- •Reporting for employees: if any employee has any questions about this human rights policy or wishes to report any alleged violation of this policy, he or she can follow the procedures set forth in the Bureau Veritas Code of Ethics. Bureau Veritas is committed to investigating and addressing issues raised by employees as appropriate and to maintaining confidentiality to the extent reasonably practicable and as required under applicable law throughout any such process. No sanctions or other forms of retaliation will be inflicted upon a Bureau Veritas employee for reporting a violation of this policy.
- •Reporting by external persons: all reports raised by external persons like customers, communities, suppliers or subcontractors are investigated and addressed according to the existing processes, including the external Alert Line set forth in the Bureau Veritas Code of Ethics, maintaining confidentiality to the extent reasonably practicable and as required under applicable law throughout any such process;
- ●prevention of forced labor and child labor: Bureau Veritas prohibits the use of all forms of forced labor including involuntary prison labor, indentured labor, bonded labor, military labor, slave labor or any form of human trafficking, in all of its operations. Bureau Veritas operates in full compliance with all applicable laws relating to working hours, wages including those related to minimum wages, overtime and benefits. Workers are free to withdraw from any employment relationship, subject to reasonable prior notice. Regarding the prevention of child labor, Bureau Veritas prohibits the employment of anyone under the age of 16 in all of its operations and is committed to combating any exploitation of children. Workers under the age of 18 are not asked to work on dangerous jobs that may affect their health and safety; The Group has not identified any geographic areas or operations where there is a risk of material incidents of forced or child labor.
C. Career growth
Learning Strategy, Professional and Leadership Development
The Group’s Learning Strategy aims to build its people’s skills to contribute to the growth objectives of Bureau Veritas by preparing the workforce of the future. The Learning Strategy’s foundations include:
- ●learning needs analysis;
- ●meeting learning needs through the design and development of solutions based on on-the-job experiences, connections with others, and formal learning;
- ●solutions deployment and inclusion in individual development plans (IDPs) for employees (see paragraph on MyDevelopment@BV below);
- ●solution evaluation to maximize their business impact, including using the "Kirkpatrick" model and using the Group’s learning management system.
- ●Developing competencies in alternative fuels
- The Group’s Marine & Offshore division has built a Future Shipping Team (FST) which aligns and connects the Group’s experts in shipping sustainability and decarbonization around the world. The members of the team systematically share their knowledge with each other, work on key strategic projects as part of a global roadmap, and deliver internal training on hot topics to broader audiences.
- ●Effective communication to support career growth and international project management
- In order to build the capabilities of managers to lead projects across borders and to accelerate their development for larger, more complex roles that cover multiple geographies, Bureau Veritas deploys this program to improve managers’ communication skills. The program included a digital language platform for participants to enable them to improve their skills in priority languages through online resources and conversational classes. Each participant undertakes a language assessment of which the outcome influences the learning activities offered and the content is further customized based on employees’ centers of interest, such as leadership.
- ●One Young World
- Some high potential young leaders at Bureau Veritas participated in the annual One Young World summit, which brings together 2,000 young leaders from 190 countries to listen to and interact with more than 100 influential figures on topics such as Ethical Leadership, Climate Change, Ocean Regeneration, Health, Conflicts & Wars, Girls’ Education, Disability, Women in STEM, LGBT+, Refugees, and Modern Slavery. The participants attended plenary and training workshops in which they exchanged with other young leaders.
- ●Development Center – Europe & Africa
- This program aims to develop specific talents and combines a number of learning experiences, including 360⁰ assessments, feedback/coaching, mentoring, and seminars. The center also develops team innovation projects with on-going support from the Group’s management, a number of which have resulted in enhanced and new services offered to Bureau Veritas’ clients.
- ●Latin America Academy: Strengthening operations capabilities
- This is a program under development designed and deployed in partnership with TEC de Monterrey – one of the top universities in Latin America – for high potential operational managers. It develops leadership skills, project management, knowledge sharing and financial management skills for operational leaders.
- ●Star Program – Greater China
- The program is a suite of leadership development initiatives comprising three programs to accelerate leadership capabilities at different levels. The program design includes group workshops, mentoring, project simulations, and leadership style assessment and development tools. This is a key investment that is building the bench strength of the Group’s leadership in Greater China.
- ●Digital learning for all employees
- The Group’s learning platform, MyLearning, continues to be enhanced in order to provide more targeted learning to all connected employees that is accessible anywhere, anytime. In 2024, all employees were able to undertake training courses from the full program offered by the external provider, Coursera. This program includes numerous courses accredited by universities, training organizations and other recognized external bodies.
- ●Learning Week
- Bureau Veritas organizes a "Learning at Work Week" where all BV employees are expected to attend a webinar on a new priority topic and commit to applying three key learnings. Facilitated by external partners and internal experts, the topics are selected based on an analysis that determined priority enterprise-wide learning needs. They included “Unleashing your potential: the power of a growth mindset”; “The art of storytelling”; “Living our "Open & Inclusive" value – a key performance driver”; “The Bureau Veritas Cybersecurity Incubator: innovating to drive growth”; and “Innovating with artificial intelligence (AI) and applying it to working methods”.
In addition, to build a strong and diverse pipeline of talent for its managerial roles, the Group uses a talent strategy to identify, assess, and develop talent. This includes identifying talented individuals who are allocated to talent pools. The pool to which employees may be assigned is based on an assessment of their potential for future roles. These people are then provided targeted development programs to ensure there is a strong pipeline of talent in place.
Technical learning, vocational skills and externally recognized qualifications
Bureau Veritas operates across a large number of fields and so its technical training is essential to ensure that employees can work with full knowledge of current and emerging standards and regulations, inspection methods (sampling, analysis, non-destructive tests, measurements, etc.), technical characteristics of items inspected (products, processes, equipment, etc.) and safety standards. The Technical departments of each division monitor employee qualifications and skills, which are also audited by relevant accreditation bodies (COFRAC, IACS, UKAS, etc.). A significant portion of the formal training hours recorded reflects technical skills development, highlighting Bureau Veritas’ commitment to technical excellence.
Bureau Veritas also collaborates with a number of external schools, higher education institutions, and training organizations to enable employees to learn key vocational skills and acquire externally recognized qualifications and certifications. Examples include:
- ●Australia, where the Group pays the study costs and provides employees time away from work for traineeships that lead to certificates and diplomas in laboratory techniques issued by Labtech Training Victoria (LTT);
- ●China, where a number of new project managers attended a program in conjunction with Tianjin University to certify them in project management and leadership skills;
- ●India, where our employees are provided training that leads to certifications in technologies that include Advanced Python, AWS certification, Power platform, project management, Angular, Java, UML and Airflow;
- ●the United Kingdom, where Bureau Veritas collaborates with Robert Gordon University to provide scholarships/work experience in mechanical and electrical engineering;
- ●France, where employees are given the opportunity to study for certificates in Agile and Scrum methodologies, contract management, as well as domains related to artificial intelligence (AI), such as machine learning, natural language processing, computer vision, and robotic process automation – skills that are valuable across industries and crucial for Bureau Veritas' long-term competitiveness.
Onboarding
The Group’s new recruits are provided with a structured new employee experience that aims to maximize their productivity and sense of belonging that includes:
- ●"Moments that Matter" that are clearly defined experiences for new recruits;
- ●digitalization of processes wherever possible;
- ●guidelines and training for managers/HR teams to communicate with new recruits;
- ●the identification, training, and assignment of "BV Buddies";
- ●learning for new recruits during their first year that is job-specific plus "Welcome to Bureau Veritas" training on the organization, culture and employer branding modules on:
- •the Cardinal Safety Rules,
- •the Bureau Veritas Compliance Program covering its Code of Ethics, travel security, data protection, IS/IT user charter, and driving safely,
- •the BV Absolutes, BV Values and Leadership Expectations, in order to reinforce the expectations the Group has of all employees,
- •the LEAVE YOUR MARK employer brand and the role that all employees and managers play in shaping and enhancing it,
- •the Group’s Human Resources policies.
Career development and internal mobility
Bureau Veritas is committed to providing a culture and supporting processes that optimize the performance and development of all its employees. These mechanisms include MyPerformance@BV and MyDevelopment@BV (both described below), through which employees and their managers undertake specific processes each quarter of the year. These include an annual evaluation of the BV Values, plus a similar evaluation of the BV Leadership Expectations for all managers/team leaders. MyPerformance@BV includes the following components:
- ●management by objectives: setting objectives that align with business strategy and with personal career ambitions;
- ●reviewing and re-setting objectives as needed in response to market conditions;
- ●multidimensional performance appraisals: evaluating performance based on feedback from multiple people;
- ●effectively giving and receiving constructive feedback.
- ●agile conversations: regular career development conversations to meet changing personal and business needs and aspirations (at least once a year);
- ●a digital record of agreed and reviewed development objectives;
- ●solutions proposed to help the employee meet development objectives, such as special projects, stretch assignments, mentoring, and formal training;
- ●a career management framework that provides personalized solutions.
Bureau Veritas Career Development Framework
|
Key steps |
Resources |
Examples |
---|---|---|---|
Identify |
|
|
|
Assess |
|
|
|
Develop |
|
|
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The Group believes internal mobility is critical for people development. Feedback from Bureau Veritas employees obtained from surveys confirms that this type of approach is valued by employees. Employees are therefore encouraged to apply for new roles, express interest in new projects and to take on different responsibilities. At Bureau Veritas, internal mobility is supported by an international mobility approach, which includes:
- ●structured questions in MyDevelopment@BV conversations between employees and managers and online fields in SuccessFactors on geographic/functional mobility preferences;
- ●training of managers on how to hold engaging career planning and development meetings;
- ●sharing employee profiles as part of talent reviews and succession planning;
- ●recruitment: virtually all job offers are first of all advertised internally using the Group’s internal job vacancies portal;
- ●notice periods: notice periods for internal moves are the same or less than in case of resignation;
- ●eligibility: all employees, whether on permanent or fixed-term contracts, can apply for internal job vacancies. The only conditions are six months' seniority for permanent contracts. No minimum seniority is required for fixed-term contracts;
- ●notification: employees are not required to inform their manager or local HR team when they apply for roles, although this is encouraged;
- ●internal communications: appointments to senior positions and promotions are announced on the Group’s intranet and in messages from the Chief Executive Officer.
D. Safety & well-being
Managing occupational health and safety risks is paramount for Bureau Veritas, as a significant part of its activities are conducted at the premises of clients or their suppliers.
In addition, the Group faces a wide variety of hazards in its own work-spaces and operates in a very large scope of geographies with various levels of maturity and enforcement by local regulators. Ensuring every worker arrives home safe and sound is non-negotiable for the Group and essential to its business. That is why Safety in Bureau Veritas is an absolute. It does not change with time, priorities, pressure or economic climate. Working safely is the only way Bureau Veritas operates.
In October 2023 the Group reviewed its HSW (Health, Safety & Well-being) statement, setting the highest expectations on these topics. The statement was signed by the new CEO and was distributed to all entities and translated into various languages.
Bureau Veritas has an integrated (ISO 9001, 14001 and 45001) and certified management system that is audited regularly by a third-party organization. At Group level, with the support of the operational network, the QHSE (Quality, Health & Safety and Environment) manual is updated and global standards are issued on a regular basis, influenced by management investigations, incident reviews, audit findings and an overall assessment of the program.
The Group has set itself the goal of increasing its ISO 45001 coverage. In practical terms, this means having more employees working in entities with certified management systems ensuring that a long-term continuous improvement process is in place, and ultimately leading to the improvement of work conditions and the reduction of work-related accidents.
- ●one employee suffered a fatal electric shock while working on a medium-voltage line in Brazil;
- ●the second lost his life in a road accident, also in Brazil, on his way to work.
These tragic events served as a reminder to the Group of the importance of continuing to improve its safety culture. No effort will be spared to identify the root causes of these incidents and to put in place a remediation plan to prevent such tragic events from happening again.
Accidents involving vehicles
The most significant risk is related to accidents involving vehicles. Bureau Veritas employees use company cars or two-wheelers within the framework of their duties. To ensure that these duties are carried out in complete safety, the Group has launched a worldwide policy, covering:
- ●programs to reduce the use of two-wheelers and limit horse power;
- ●journey management and fatigue control;
- ●management of excessive speed;
- ●enhanced training for drivers who spend a lot of time on the road.
Employee training, communication and engagement
Ensuring that the Bureau Veritas workforce remains committed to the Group’s absolutes and takes the right decisions at the right time, is crucial. In 2024 we deployed a Safety communication campaign on World Safety Day dedicated to the motto “Safety Starts With Me”, where four key Safety programs were reinforced:
- ●Unsafe conditions & Near Hit reporting;
- ●Adherence to the Cardinal Rules;
- ●The importance of the “2 minutes for My Safety” checks, and;
- ●The Stop Work Authority.
During the year the Group launched several consecutive safety alerts to share corrective and preventive measures identified during accident investigations.
Toolbox talks were deployed to raise awareness and promote good communication between management and employees in the field on safety issues; Bureau Veritas employees around the world must take part in a minimum of six toolbox talks. Depending on the business segment, local regulatory requirements and local organization, these talks can run for 15 to 30 minutes and cover health, safety and security subjects such as fall protection, use of two-wheelers, and working in confined spaces for example.
HSSE training
During 2024, the Company released several training modules. Some of them, like Confined Space training and pressurized container safety, were assigned to employees to prevent high-risk conditions. Bureau Veritas also provided subcontractor management training for managers responsible for subcontracted activities at Bureau Veritas’ facilities or clients’ sites. Being able to count on solid employee training is vital in a business where our workers have a great deal of autonomy and can make decisions without direct supervision.
QHSE audit program
The implementation of effective audit programs is crucial to ensuring that field/lab operations are being carried out in line with the Group´s expectations. In a post-pandemic world, the Company has re-started in-person audits to ensure a healthy management system after so many years of remote audits. In 2024, the Group performed 439 QHSE internal audits performed by its QHSE internal auditors and received 47 external QHSE certification audits carried out by its certification body, covering ISO 9001, ISO 45001, and ISO 14001.
Machine protection
After a serious incident in Mozambique, the Group has launched a global campaign to eliminate all unsafe machines in its locations. The Group developed a machine safety training in multiple languages, a machine safety checklist and a platform to collect and manage all the machine protection data. In 2024, the entities finished checking all the machines and executed retrofits to those that were non-compliant, ensuring all machines are compliant with existing regulations.
Digitalization
As the Company evolved to a more sophisticated management system, the need for granular data increased allowing leaders to be better informed about risk, allowing highly deliberate actions at an entity/country level. In 2024, Bureau Veritas finalized the deployment of its digital platform called NEXUS. This solution is a one-stop shop with all information modules integrated. NEXUS was developed from the ground up by our internal IT specialists in conjunction with QHSE (Quality, Health & Safety and Environment) experts and the network at large. This new enhancement allows the organization to consistently track the following programs:
- ●external audits (ISO, 9001, 14001, 45001), corrective action management, scheduling, trend analysis;
- ●internal audits, corrective action management, trend analysis;
- ●QHSE acquisition management module guaranteeing full QHSE consolidation of newly acquired companies;
- ●accident investigation module with the declaration of near misses, unsafe conditions and injury reporting, allowing a high level of detail on corrective action completion and trends;
- ●Safety walks and local inspections & audits. This tool allows local management to define local checklists and plans. It has an enhanced module to configure planning and track execution;
- ●"2 minutes for My Safety" checks
- •Office, Field and Laboratory,
- •Driving,
- •Riding,
- •Travel overseas – high-risk countries.
- •Safe boarding;
- •Confined space entry;
- •Transportation of IR equipment.
The platform exists in 17 languages and has the goal of creating a global set of dashboards allowing transparency on the execution of the various critical safety programs.
Bureau Veritas has also developed a mobile solution, known as Maia, for users to report accidents, near misses and unsafe conditions. Maia also enables users to follow the "2 minutes for My Safety" module and conduct safety inspections. With the combination of this software solution and a mobile application our employees have all the necessary information on the tip of their fingers to manage the safety program efficiently.
62,997 Safety Walks logged by managers in NEXUS in 2024
450,000 “2 minutes for My Safety” checks performed by workers
Management of non-employees (external workers)
For Bureau Veritas the management of its non-employee workers is paramount for the success of our missions. In terms of safety expectations, non-employee workers are managed with the same level of attention as employees. They participate in toolbox talks, communication campaigns and training events. To monitor their performance, the Group performs safety walks on subcontractors, ensuring compliance with standard operating procedures, work methods and PPE use (personal protective equipment). In 2024, Bureau Veritas reported no fatalities with external workers. The Group has also reinforced the control of external workers that perform high-risk activities in BV Facilities with the deployment of a pre-start permit and 5-point verification process. Managers in charge of contracting with externals have also been formally trained.
Well-being
In order to foster well-being in its workforce, Bureau Veritas has developed a Health, Safety, Security, and Well-being Statement setting out the Group’s ambitions and commitments. It has put in place a "Well-being Framework" that includes benchmarking best practices internally and externally under four pillars: physical, emotional, financial, and purpose & community engagement. The Group has also developed a Well-being playbook that helps local operations establish the governance, the planning and the assessment of this framework. In addition, local "Well-being Champions" play a role in designing and deploying initiatives aligned with the framework that continuously enhances the well-being support provided to employees, with guidance at a Group level, so that the maturity of the well-being support and culture of Bureau Veritas continues to improve.
Pillars |
Examples |
---|---|
Physical well-being: Looking after ourselves, our sleep, nutrition and physical exercise routines contribute positively to our ability to perform. |
|
Emotional well-being: Our emotional and mental state of mind has a direct impact on how we feel, how we adapt to changing environments and how we perform. |
|
Financial well-being: Financial concerns can induce stress and take over our lives; understanding our financial position and options helps reduce this stress. |
|
Purpose & Community Engagement: Finding meaning in our work and being able to give back, as well as working for a company that gives back to society provides a sense of purpose and positively impacts our personal well-being. |
|
The Group published a Well-being playbook that helps local operations establish the governance, the planning and the assessment of this framework. In addition, local "Well-being Champions" play a role in designing and deploying initiatives aligned with the framework that continuously enhances the well-being support provided to employees, with guidance at Group level, so that the maturity of the well-being support and culture of Bureau Veritas continues to improve.
II - Processes for engaging with own workforce and workers’ representatives about impacts
Bureau Veritas is committed to providing processes for engaging with people in its own workforce and workers’ representatives about actual and potential impacts on its own workforce. Responsibility for these processes lies with the Chief People Officer, who leads the Group’s HR teams. These processes aim to take into account perspectives of its own workforces in the decision-making processes that influence such impacts, and include:
- ●surveys: engagement surveys, carried out once a year, and for the onboarding of new recruits and the departure of employees leaving the Company;
- ●discussions with groups of employees at town hall-type meetings, held at least once a year;
- ●consultations and discussions with employee representatives, the frequency of which depends on local regulations and cultures.
Employees' views on the Company's target-setting are also taken into account at least once a year during individual performance and development reviews, during which employees and their managers:
- ●set personal objectives, which influence the objectives set for the Group as a whole;
- ●measure past performance against objectives;
- ●identify lessons from past experiences for improvements to increase future performance.
To gain insight into the perspectives of workers who may be particularly vulnerable to impacts and/or marginalized, the Group examines their feedback and develops action plans where necessary. Where appropriate, Bureau Veritas also organizes additional joint brainstorming sessions with relevant employees to identify ideas from the initial feedback already given, for example in the employee engagement survey.
The effectiveness of engagement with the Group’s own workforce is assessed using metrics such as the improvement in recorded employee engagement following actions taken on the basis of feedback received in the engagement survey.
Bureau Veritas communicates and negotiates actively with employees and their representatives as a means of continually enhancing the workplace, including by developing collective agreements in many countries. The human resources leaders in the countries and/or regions where the Group operates ensure this communication and negotiation. The results of and comments set out in employee surveys (conducted at least once a year) enable the Group to measure the effectiveness of its dialogue with its workforce.
Bureau Veritas respects freedom of association, the right to collective bargaining, and the right of all employees to form or join trade unions in accordance with local laws.
The Group endeavors to comply with and promote the International Labor Organization’s (ILO) Declaration on Fundamental Principles and Rights at Work, and its fundamental conventions. The ILO’s fundamental conventions cover various topics, including the Freedom of Association and Protection of the Right to Organize Convention (ILO C87), and the Right to Organize and Collective Bargaining Convention (ILO C98).
The Group applies a non-discriminatory policy in respect of union membership and activity in areas such as employment, promotion, transfer, and dismissal. This also applies to employee representatives through the Group’s compliance with the ILO Convention on Workers’ Representatives.
The Group also has the following procedures in place that reflect its active communication with its employees and their representatives:
- ●the Group aims to inform employees and/or their representatives as early as possible of any reorganizations;
- ●agreements are signed in some countries with employee representatives to support the on-going development of competencies. For example, in France an annual negotiation on the Gestion des Emplois et Parcours professionnel is planned in order to reach an agreement with employee representatives on capability development;
- ●employee representative bodies exist in most of the countries where the Group has significant numbers of employees, including: Argentina, Australia, Belgium, Brazil, Canada, Chile, Côte d’Ivoire, Greater China, Denmark, Finland, France, Germany, India, Indonesia, Italy, Japan, Kazakhstan, Malaysia, Morocco, the Netherlands, Nigeria, Peru, the Philippines, Romania, Thailand, Senegal, Singapore, South Africa, South Korea, Spain, Sweden, Ukraine, the United Kingdom and the United States;
- ●collective agreements covering key HR topics (such as the organization of working hours, compensation policy, working conditions, etc.) have been agreed with employee representative bodies in many of Bureau Veritas’ main markets, including: Argentina, Australia, Belgium, Brazil, Canada, Chile, France, India, Italy, the Netherlands, Nigeria, Peru, Romania, Singapore, South Africa, Spain, Sweden, Ukraine, and Vietnam;
- ●the Group has set up a European Works Council (EWC) to represent its employees. It has entered into an agreement with the EWC regarding the internal rules for the EWC’s operation. The European Works Council for the Group has 29 representatives from European countries. It is kept informed of the Group’s economic and financial situation and the likely trends in its businesses and divestments. It is also consulted on the employment situation and trends, investments, significant changes in the organization, mergers or discontinued operations, and large-scale redundancies.
III - Processes to remediate negative impacts and channels for own workforce to raise concerns
The Group provides formal means by which its workforce can make their concerns and needs known directly to the Group through established grievance procedures, which includes whistleblowing. Procedures in place that support this and which provide the opportunity for employees both to raise concerns and receive responses from the Group to remediate possible negative impacts or irregularities include:
- ●an externally managed whistleblowing hotline and website with on-going reviews of its communication and usage;
- ●internal ethics officers;
- ●HR partners assigned to each employee;
- ●access to senior leaders (both operational staff and Human Resources managers) through the Company’s “open door policy”;
- ●local country/division channels that reflect local customs, cultures, etc.;
- ●employee representative bodies, such as works councils (for example, the Comité Social et Économique in France), the European Works Council (EWC) and Health & Safety Committees.
Individual employee issues are monitored and managed by Human Resources managers and internal ethics officers, with the aim of finding satisfactory solutions. These managers also assess the effectiveness of the various channels set up for employees to voice their concerns, by analyzing feedback from employees – particularly in the annual employee engagement survey – as regards their awareness of and confidence in these channels. Managers also take into account the direct feedback they receive from employees outside these surveys.
Bureau Veritas codes, such as the Code of Ethics and the Anti-harassment Policy, explicitly protect employees against reprisals when they use these different channels to express their concerns or needs.
IV - Taking action on material impacts on own workforce, approaches to managing material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions
The Group prepares action plans and resources to manage its material impacts, risks, and opportunities related to its own workforce. This includes maximizing employment security that the Group considers is a core element of its commitment to being a responsible employer. The Group has put in place a number of processes and dedicated resources to offer and maximize employment security to employees that include:
- ●limiting offering non-permanent employment to roles dedicated to:
- •specific projects that are unlikely to be repeated,
- •short-term projects for a few months,
- •covering peak periods of activity and/or providing highly specialized expertise not available in the regular recruitment market;
- ●mitigating the impact of non-permanent employment by providing:
- •setting compensation and benefits based on checks on compensation and provision of benefits for employees on fixed-term contracts relative to permanent employees,
- •giving priority to recruitment on permanent contracts, in line with our career management approach. No minimum length of service is required for employees on fixed-term contracts, while employees on permanent contracts are required to have at least six months’ seniority;
- ●only considering employee lay-offs after an extensive review of alternatives, including a three-level approach:
- •maximizing redeployment opportunities for employees:
- •consultation with employees/their representatives on operational changes as soon as practical,
- •continuous skills evaluation and subsequent development of employees as part of a commitment to on-going training,
- •internal job search, identification and matching to employees’ skills,
- •individual employee follow-up, including support to apply for roles;
- •encouraging flexible work practices:
- •encouraging employees to take paid and unpaid leave, including the use of local furlough schemes,
- •reductions in working hours, including overtime;
- •proposing voluntary redundancy schemes:
- •investigating early retirement options,
- •out-placement services including career coaching, skills assessments and development, external job-search support, and counseling and psychological services.
- •maximizing redeployment opportunities for employees:
Note that due to the differences in employment conditions that are applicable in the countries where Bureau Veritas operates, the resources that are available to take action on material impacts on its workforce vary depending on the country where impacted employees are based.
The Group identifies the actions to be taken in the face of a particular actual or potential negative impact on its own workforce by its managers and human resources teams, by assessing:
- ●possible actions that can be taken;
- ●how such actions mitigate material risks for the Group's workforce;
- ●how such actions support the pursuit of material opportunities for the employee. For example, the Group has invested in a global provider of training content, including certification, to help ensure that its employees' skills meet future market needs. This aims to mitigate the negative impacts on workers of the transition to a greener, more climate-neutral economy. These could represent experiences where demand from carbon-intensive industries for the Group's services declines over time.
The effectiveness of actions and initiatives designed to produce results for the Group's workforce is assessed mainly through the Group's employee engagement survey, training courses followed by Group employees, and career growth.
2.3.1.3Metrics and targets
A. Employee characteristics
Human resources data are captured by local Bureau Veritas offices in a common human resources information system. Data analytics is performed by the Bureau Veritas Group human resources department using dedicated resources.
Where targets have been set, they cover the period from the year of this Universal Reference Document through to 2028, unless otherwise indicated. The effectiveness of policies and measures aimed at achieving targets is monitored at least quarterly, based on material impacts, risks and opportunities related to sustainability matters. To this end, Bureau Veritas regularly reports on metrics that measure its progress against targets.
Headcount at December 31, 2024
Metrics in line with CSRD methodology
2024 |
|
---|---|
Number of permanent hires |
12,605 |
Number of fixed-term hires |
16,900 |
Number of employees who left the Group |
28,635 |
Employee turnover rate(1) |
25.3% |
Number of voluntary departures |
11,928 |
Voluntary attrition rate |
10.6% |
Number of dismissals |
3,435 |
Number of departures for other reasons |
1,723 |
|
Contracting temporary workers is not a usual practice at Bureau Veritas. The number of temporary contracts is justified by the need for resources to cover on-site assignments, particularly for certain activities in Latin America. Terminations of these temporary contracts are taken into account in the employee departure rate presented above.
Bureau Veritas monitoring metrics
Global Headcount at December 31, 2024
|
Female |
Male |
Non-binary |
Not reported |
Total |
---|---|---|---|---|---|
Number of employees |
25,981 |
58,245 |
9 |
10 |
84,245 |
Number of permanent employees |
21,265 |
43,025 |
6 |
9 |
64,305 |
Number of employees on fixed-term contracts |
4,716 |
15,220 |
3 |
1 |
19,940 |
Number of non-guaranteed hours employees |
542 |
1,412 |
3 |
0 |
1,957 |
Number of full-time employees |
24,171 |
56,097 |
6 |
9 |
80,283 |
Number of part-time employees |
1,810 |
2,148 |
3 |
1 |
3,962 |
Regional headcount at December 31, 2024 – Europe
|
Female |
Male |
Non-binary |
Not reported |
Total |
---|---|---|---|---|---|
Number of employees |
6,767 |
12,143 |
2 |
3 |
18,915 |
Number of permanent employees |
6,301 |
11,528 |
2 |
3 |
17,834 |
Number of employees on fixed-term contracts |
466 |
615 |
- |
- |
1,081 |
Number of non-guaranteed hours employees |
49 |
128 |
- |
- |
177 |
Number of full-time employees |
24,171 |
11,635 |
2 |
3 |
17,472 |
Number of part-time employees |
1,810 |
508 |
- |
- |
1,443 |
Regional headcount at December 31, 2024 – Africa, Middle East
|
Female |
Male |
Non-binary |
Not reported |
Total |
---|---|---|---|---|---|
Number of employees |
1,808 |
6,979 |
- |
- |
8,787 |
Number of permanent employees |
1,650 |
6,438 |
- |
- |
8,088 |
Number of employees on fixed-term contracts |
158 |
541 |
- |
- |
699 |
Number of non-guaranteed hours employees |
32 |
73 |
- |
- |
105 |
Number of full-time employees |
1,797 |
6,960 |
- |
- |
8,757 |
Number of part-time employees |
11 |
19 |
- |
- |
30 |
Regional headcount at December 31, 2024 – Americas
|
Female |
Male |
Non-binary |
Not reported |
Total |
---|---|---|---|---|---|
Number of employees |
7,672 |
15,936 |
3 |
7 |
23,618 |
Number of permanent employees |
4,258 |
5,852 |
3 |
6 |
10,119 |
Number of employees on fixed-term contracts |
3,414 |
10,084 |
- |
1 |
13,499 |
Number of non-guaranteed hours employees |
94 |
432 |
- |
- |
526 |
Number of full-time employees |
7,186 |
14,876 |
3 |
6 |
22,071 |
Number of part-time employees |
486 |
1,060 |
- |
1 |
1,547 |
Regional headcount at December 31, 2024 – Asia Pacific
|
Female |
Male |
Non-binary |
Not reported |
Total |
---|---|---|---|---|---|
Number of employees |
9,734 |
23,187 |
4 |
- |
32,925 |
Number of permanent employees |
9,056 |
19,207 |
1 |
- |
28,264 |
Number of employees on fixed-term contracts |
678 |
3,980 |
3 |
- |
4,661 |
Number of non-guaranteed hours employees |
367 |
779 |
3 |
- |
1,149 |
Number of full-time employees |
9,356 |
22,626 |
1 |
- |
31,983 |
Number of part-time employees |
378 |
561 |
3 |
- |
942 |
Breakdown of workforce by gender in the main countries representing more than 10%
of Bureau Veritas’ employees at December 31, 2024
B. Characteristics of non-employee workers
The Group is currently unable to provide the number of non-employee workers(6) at December 31, 2024. The records of these workers are decentralized without any existing process to report this information globally. Bureau Veritas is working to put in place solutions to report this information in the future.
C. Coverage of collective bargaining and social dialogue
Scope |
Type of coverage |
At December 31, 2024 |
---|---|---|
Global |
Percentage of employees who are covered by collective bargaining agreements and social dialogue agreements |
34% |
EEA |
88% |
|
Europe – outside EEA |
8% |
|
Africa, Middle East |
12% |
|
Americas |
35% |
|
Asia Pacific |
14% |
|
Global |
Percentage of employees who are covered by formally-elected employee representatives |
31% |
Coverage Rate |
Collective Bargaining Coverage |
Social dialogue |
|
---|---|---|---|
Employees – EEA countries representing >10% |
Employees – non-EEA |
Workplace representation – EEA countries representing |
|
0-19% |
|
China |
|
20-39% |
|
|
|
40-59% |
|
|
|
60-79% |
|
|
|
80-100% |
France |
|
France |
D. Diversity metric
E. Adequate Wages
Bureau Veritas is currently analyzing the issue of adequate wages for all its employees. As a fundamental aspect of its compensation strategy, the Group acknowledges the importance of remaining aligned with legal requirements and has prioritized compliance with national minimum wage standards. Within the countries where Bureau Veritas operates, 100% of its employees receive a wage in accordance with the national minimum wage set by legislation or collective bargaining. However, the Group acknowledges the need to enhance its estimation and recognizes the importance of aligning with international benchmarks and standards for living wages, as outlined by organizations such as the Sustainable Trade Initiative (IDH), the Wage Indicator Foundation, and the Fair Wage Network.
The assessment of adequate wages will be the focus of an in-depth review in 2025. This will enable us to address any disparities in wages and work towards ensuring that all employees, regardless of their location, receive an adequate wage consistent with internationally recognized benchmarks for living wages. Bureau Veritas’ commitment to fair compensation remains unwavering, and the Group continually strives to improve the well-being and financial security of its global workforce.
F. Social protection
In alignment with its commitment to adhere to legal requirements in each country of operation and its existing group policy on life insurance, Bureau Veritas strives to ensure that employees receive adequate social protection. The primary element of its social protection framework is the provision of a group life insurance policy, guaranteeing a minimum coverage of 12 months’ salary in the unfortunate event of an employee’s death.
It is important to note that Bureau Veritas' approach to social protection is decentralized, relying on compliance with legal requirements specific to each country. Consequently, the coverage may vary based on the prevailing regulations and practices in the respective jurisdictions. While our group policy on life insurance serves as a foundational element, Bureau Veritas acknowledges that in some countries and for certain employee types, complete coverage for all major life events may not be achieved.
Specifically, in some of the 140 countries where Bureau Veritas operates, there may be variations in the coverage for major life events such as sickness, unemployment, employment injury and acquired disability, parental leave, and retirement between employee categories.
As part of its ongoing commitment to employee welfare, the Group is actively reviewing and enhancing its social protection initiatives where necessary, striving to align with international standards while respecting local regulations. The focus remains on providing comprehensive support to our diverse workforce, addressing the unique circumstances of each country and employee type to ensure equitable and robust social protection coverage (sickness, unemployment, employment injury and acquired disability, parental leave, retirement).
G. People with disabilities
|
Male |
Female |
Total |
---|---|---|---|
Percentage of employees recorded as having a disability |
4.83% |
2.89% |
3.9% |
Note that this information is provided for employees working in France only and is based on employees informing Bureau Veritas that they are recognized as workers with a disability by the French Commission for the Rights and Independence of People with a Handicap “la commission des droits et de l’autonomie des personnes handicapées (CDAPH)”.
Each country has its local definitions and reporting practices for people with disabilities, based on local customs, laws and regulations, which can be significantly different from each other. Therefore, reporting for the global workforce is not shown.
H. Training and skills development metrics
I. Work-life balance metrics
Family-related leave type(1) |
% of employees entitled to this leave type |
% of employees who took this leave in 2024 – male |
% of entitled employees who took this leave in 2024 – female |
---|---|---|---|
Maternity/adoption leave: for employed women directly around the time of childbirth or for women and men for adoption |
100% |
0 |
6% |
Paternity leave/second parent leave: for fathers or second parents, on the occasion of the birth or adoption of a child |
100% |
4.2% |
0% |
Parental leave: leave from work for parents on the grounds of the birth or adoption of a child to take care of that child |
100% |
0.1% |
1.3% |
Carers’ leave: leave to provide support to a relative, or a person who lives in the same household, in need of significant care or support for a serious medical reason |
100% |
0% |
0.1% |
|
J. Health and safety metrics
The percentage of the workforce covered by a Group health and safety management system corresponds to the percentage of the workforce covered by ISO 45001 certification.
Health and safety metrics |
2024 |
2023 |
---|---|---|
Percentage of employees covered by a health and safety management system based on legal requirements and/or recognized standards or guidelines (Percentage of own workforce working in ISO 45001-certified entities) |
93% |
91% |
Number of fatalities |
2 |
0 |
Number of accidents at subcontractors |
10 |
8 |
Number of accidents at subcontractors working on a Bureau Veritas site |
1 |
7 |
Number of fatal accidents at subcontractors |
0 |
1 |
Number of work-related accidents |
197 |
198 |
Number of work-related accidents without lost time |
75 |
92 |
Number of work-related accidents with lost time |
120 |
106 |
TAR – Total Accident Rate (based on 1,000,000 hours worked) – CSRD methodology |
1.17 |
1.18 |
TAR – Total Accident Rate (based on 200,000 hours worked) – Bureau Veritas internal methodology |
0.24 |
0.25 |
LTR – Lost-time accident frequency rate (based on 1,000,000 hours worked) – CSRD methodology |
0.71 |
0.63 |
LTR – Lost time accident frequency rate (based on 200,000 hours worked) – Bureau Veritas internal methodology |
0.15 |
0.13 |
Accident Severity Rate (ASR) |
0.013 |
0.012 |
Number of days lost |
2250 |
2,026 |
Numbers of days lost to work-related injuries and fatalities from work-related accidents, work-related ill health and fatalities from ill health – employees |
2250 |
2118 |
Number of days lost to work-related injuries and fatalities from work-related accidents, work-related ill health and fatalities from ill health – non-employees |
86 |
20 |
As part of its 2028 strategy, Bureau Veritas has defined key performance metrics for occupational health and safety, calculated on the basis of 200,000 hours worked. These metrics, the Total Accident Rate with lost time (TAR) and the Lost-time Rate (LTR) measuring severity, track the Group's performance in this area.
In order to meet the requirements of the CSRD, which specifies that these metrics are to be calculated on the basis of 1,000,000 hours worked, Bureau Veritas presents these two methodologies separately for the sake of transparency and clarity.
K. Compensation metrics (pay gaps)
Overall ratio in accordance with ESRS S1-16
- ●(Average gross hourly pay for male employees - Average gross hourly pay for female employees)/Average gross hourly pay for male employees
This gap was calculated taking into account all employees, while applying the exclusions strictly necessary to guarantee the consistency and accuracy of the data, namely:
- ●employees for which data anomalies exist (salaries at nil, undefined status, no gender identification);
- ●employees receiving annual compensation that is inconsistent with their level of responsibility: reporting or system input anomalies, and/or conversion unit anomalies.
The scope of employees considered in the presented results table covers more than 97% of the Group’s overall employee population.
As well as an overall ratio, Bureau Veritas applies a more fine-tuned approach which it uses to take decisions on equal pay. This method is based on:
- ●weighted calculation: the pay gap is adjusted according to the distribution of the workforce in order to better reflect the actual pay structure.
- ●statistical exclusion of small groups: groups comprising fewer than three men or three women are excluded from the weighted calculation to guarantee statistical reliability and preserve data confidentiality;
- ●analysis by employee category;
- ●differentiation between managerial and non-managerial staff on permanent contracts.
The scope of employees considered in the presented results table covers 72% of the Group’s total workforce (i.e., 94% of the Group's permanent employees).
L. Total compensation ratio
Scope
The annual total compensation ratio covers all Bureau Veritas employees worldwide, ensuring a comprehensive and representative assessment of its international compensation practices. This approach reflects the diversity of the Group's activities and salary structures.
To ensure data reliability and consistency, certain strictly necessary exclusions have been applied:
- ●employees for which data anomalies exist (salaries at nil, undefined status, no gender identification);
- ●employees receiving annual compensation that is inconsistent with their level of responsibility: reporting or system input anomalies, and/or conversion unit anomalies.
These exclusions represent 6% of the overall population. No other exclusions have been applied to ensure that the ratio is calculated on the basis of all the compensation categories required by ESRS S1-16.
Methodology
The methodology applied complies with the principles defined by ESRS S1-16, including all the compensation components mentioned in AR 101 (b).
The ratio is calculated by comparing the Chief Executive Officer's total compensation (numerator) with the average and median compensation of all employees (denominator), covering all compensation categories, i.e.:
- ●fixed compensation;
- ●short-term variable compensation (annual bonuses);
- ●long-term variable compensation (performance shares and stock options);
- ●benefits in kind and other deferred compensation.
Results
The results of the total annual compensation ratio are presented in the context of a multinational organization operating in 140 countries. It is important to note that the comparison is made between the compensation position of a CEO of a listed multinational company based in France with employees throughout the world. This contextual information is essential for interpreting the compensation ratios across diverse global landscapes, recognizing the intricacies associated with international compensation standards, currency fluctuations, and regional variations in compensation practices.
N. Serious human rights complaints and incidents
Total number of incidents of discrimination, including harassment, reported in the reporting period, compiled based on information from the Group’s whistleblowing platform |
21 |
|
Number of complaints filed through channels for employees to raise concerns (including grievance mechanisms), compiled based on information from the Group’s whistleblowing platform |
144 |
|
Number of complaints filed with the National Contact Points for OECD Multinational Enterprises |
0 |
|
Amount of fines, penalties and compensation for damages as a result of incidents of discrimination, including harassment and complaints filed – euros |
not published(7) |
|
Number of severe human rights issues and connected to own workforce |
0 |
|
Number (including zero) of severe human rights incidents connected to employees in the reporting period, including an indication of how many of these are cases of non-respect of the UN Guiding Principles on Business and Human Rights, ILO Declaration on Fundamental Principles and Rights at Work or OECD Guidelines for Multinational Enterprises |
0 |
|
Amount of fines, penalties and compensation for serious human rights incidents connected to our own workforce – euros |
0 |
|
The information presented above comes from Bureau Veritas’ system for raising concerns (presented in section 2.4.1.2), based on data compiled on the Group's whistleblowing platform. The Group is not aware of any complaints concerning it filed with the OECD's National Contact Points for Multinational Enterprises.
2.4Governance information
2.4.1Business conduct
2.4.1.1Governance
The Board of Directors of Bureau Veritas SA, the Group Executive Committee and the Group Ethics Committee define and monitor rules on business conduct:
- ●the Group’s Board of Directors, through its Audit & Risk Committee, is directly involved in the governance of Bureau Veritas’ compliance actions, and specifically in efforts to counter corruption and influence peddling. In this capacity, the Audit & Risk Committee oversees the definition and implementation of corresponding policies. It approves and monitors the implementation of an annual action plan on continuous improvement in the Group’s Compliance Program. It also monitors data from indicators reported to it in order to gauge the program’s performance in various areas (alert hotline, training, etc.). The Group Compliance Officer submits a half-yearly activity report to the Committee. The Audit & Risk Committee reports regularly on its work to the Board of Directors;
- ●the Group Executive Committee is regularly informed of actions taken under the Compliance Program;
- ●the Group Ethics Committee, comprising the Chief Executive Officer, the Chief Financial Officer, the Human Resources Director and the Group Compliance Officer, oversees the implementation of the Compliance Program and deals with all ethical questions referred to it by the Group Compliance Officer. The Group Compliance Officer provides the Committee with a full yearly report on the implementation and monitoring of the Compliance Program. They meet whenever the circumstances so require.
The areas of expertise and significant professional experience of the members of the Group's Board of Directors are set out in the skills matrix in section 3.2.5 – Rules regarding the composition of the Board of Directors. Further details are provided in the biographies of Board members set out in section 3.2.2 – Biographies, of the Universal Registration Document.
The legal representative of each legal entity (subsidiary or branch) is responsible for the application of the Code of Ethics and the Compliance Program by the employees falling within his or her authority. To this end, he or she is required to provide a copy of the Code of Ethics to all of his or her employees, ensure that they receive all necessary training, inform them of their duties in simple, practical and concrete terms, and make them aware that any violation of the Code of Ethics constitutes a serious breach of their professional obligations that could result in disciplinary measures.
2.4.1.2Management of impacts, risks and opportunities
Description of procedures for assessing significant impacts, risks and opportunities
Bureau Veritas’ procedures for identifying material impacts, risks and opportunities are set out in section 2.1.4.1 − Description of procedures for identifying material impacts, risks and opportunities, of this Universal Registration Document.
Following this analysis, applied to business conduct questions, several issues were identified as having material impacts, risks and opportunities:
Topic |
Sub-topics |
IMPACTS |
RISKS |
OPPORTUNITIES |
---|---|---|---|---|
Corporate culture |
- |
Bureau Veritas' strong ethical culture and clear policies of business conduct foster trust among its clients, employees, suppliers and shareholders, contributing to a responsible business environment. Maintaining a strong integrity-driven corporate culture is essential to preserving trust and ensuring close collaboration with our partners and communities. |
Failure to maintain a strong ethical culture could give rise to regulatory risks, reputational damage, loss of client confidence, difficulties in attracting talent, operating inefficiencies and barriers to innovation. |
Developing a strong ethical culture can improve brand image, client confidence, talent attraction, innovation and crisis resilience, and helps unlock strategic advantages that strengthen Bureau Veritas' reputation and long-term competitiveness. |
Protection of whistleblowers |
- |
|
Inadequate whistleblower protection can lead to investigation costs, legal problems, the suspension of certifications, reputational damage, loss of clients, disruptions to operations and trust issues with stakeholders. |
|
Political engagement |
- |
By sharing its technical expertise, Bureau Veritas actively contributes to the development of informed policies, particularly in the areas of ESG and conformity assessment, to support the sustainability and compliance objectives of the communities it serves. |
|
|
Management of relationships with suppliers and payment practices |
- |
Poor management of supplier relationships, such as late payments, could adversely affect the services and value that Bureau Veritas brings to its customers, as well as the business and sustainability of its supplier partners. Supply chain disruptions and quality issues caused by strained relations with suppliers can compromise the continuity, reliability and quality of solutions delivered by the Group, while threatening the financial stability and operations of its supplier network. |
|
|
Corruption and bribery |
Prevention and detection including training Incidents |
|
Failure to prevent or deal with corruption and bribery could expose Bureau Veritas to legal and financial sanctions such as fines or criminal proceedings against the Company. It could also lead to reputational damage, loss of clients, restricted market access, disruptions to operations and loss of stakeholder trust. |
|
Corporate culture and business conduct policies, whistleblower protection, incident investigation, training
Corporate culture
The Bureau Veritas Group’s culture is defined by its "Absolutes," its values and its leadership expectations.
Bureau Veritas’ business inherently requires independence, impartiality and integrity. For this reason, ethics is one of the three "Absolutes." This commitment promotes talent retention and attraction, and helps to improve brand image as well as better value chain management. This requirement means that failure to comply with the Group’s ethical rules could have a significant impact on relationships with clients and employees.
The Group’s Code of Ethics
The Group’s Code of Ethics is based on four key principles. One of them is the Group’s anti-corruption policy.
Prefaced by the Chairman of the Board of Directors, the Chief Executive Officer and the Group Compliance Officer, the Code of Ethics sets forth the principles and rules on which the Group bases its development and long-term growth and builds relationships of trust with its clients, employees and business partners. The Code of Ethics applies to all Group employees and complies with the requirements of the TIC Council.
Disciplinary measures that may lead to dismissal may be taken against any Bureau Veritas employee who fails to comply with the principles set out in the Code of Ethics.
The Code of Ethics(8) is available on the Bureau Veritas website. It is updated regularly, most recently in 2020. The latest update involved a change in writing style and the inclusion of many practical examples, intended to make the Code of Ethics more accessible and easier to read. The Bureau Veritas Code of Ethics is available in 24 languages.
The Group has a zero-tolerance policy for corruption and related conduct. Because of its broad geographical coverage and its business of second- or third-party testing, inspection and certification, Bureau Veritas is potentially exposed to passive corruption risks in the countries most prone to this phenomenon. More generally, all corruption and influence-peddling risks are identified in a specific map, which was updated in 2024.
Whistleblowing system
The Group has established a whistleblowing system with multiple reporting channels (hierarchical channels, compliance officers and a whistleblowing line). The whistleblowing line can be accessed by e-mail, or directly via the Internet, and guarantees anonymous and secure exchanges.
The various reporting channels are detailed in the Code of Ethics. In addition, an information leaflet is available at all Group sites to make employees aware of the existence of the whistleblowing system, how to use it and the guarantees regarding the treatment of reports received, in particular the prevention of the risk of reprisals and the protection of the identity of the whistleblower.
Reports are handled independently by the Compliance Officers of the Operating Groups concerned, under the supervision of the Group Compliance Officer.
Each year, the Group Compliance Officer presents to the Group Ethics Committee, the Group Executive Committee and the Audit & Risk Committee a summary of the reports received by geographic area and a typology of the reports for which the Group was able to objectively establish the importance of the facts constituting a failure to comply with the Code of Ethics and/or the relevant laws and regulations.
Strengthening responsible purchasing at Bureau Veritas: solid foundations for a sustainable supply chain
Since 2021, Bureau Veritas has consolidated its responsible purchasing approach, in line with the Group's Corporate Social Responsibility (CSR) strategy and Duty of Care Plan (set out in section 2.4.4 – Duty of Care Plan, of this Universal Registration Document). The publication of its responsible purchasing policy demonstrates its ongoing commitment to building a highly efficient, sustainable supply chain aligned with the Group’s strategic objectives. This policy provides a framework for buyers and all purchase request issuers, guiding them in their procurement activities in the service of Bureau Veritas' ambition.
Thanks to several instrumental initiatives, this policy aims to strengthen relationships with suppliers by integrating CSR issues and encouraging sustainable innovation. It includes application of the Business Partner Code of Conduct and tracking of sustainability ratings. Elsewhere, the introduction of the SBTi indicator in the assessment of strategic suppliers aligns their performance with Bureau Veritas' decarbonization goals.
This policy aims to strengthen relationships with suppliers by integrating CSR issues and encouraging sustainable innovation through several instrumental initiatives, including:
- ●adoption of a Business Partner Code of Conduct (BPCC);
- ●responsible purchasing requirements (acting with ethics and integrity in business dealings, conducting a fair supplier selection process, respecting human rights, health and safety, and reducing environmental impact);
- ●continuous improvement focused on responsible reporting (integration of CSR criteria within the purchasing process, sharing of internal continuous improvement programs implemented by suppliers, promotion of suppliers committed to CSR principles);
- ●specific management of 70 strategic suppliers (in addition to the mandatory signature of the BPCC, requirements include conducting a compliance assessment of their own suppliers and subcontractors, responding to the self-assessment questionnaire (SAQ) and being assessed by an independent third party);
- ●whistleblowing system with a hotline for reporting infringements;
- ●Supplier Relationship Management (SRM) program to assess suppliers' performance, compliance and continuous improvement particularly in terms of responsible purchasing.
Since 2021, CSR issues have gained traction with the introduction of the SBTi indicator in the assessment of strategic suppliers to ensure that their performance is aligned with Bureau Veritas' decarbonization goals.
- ●integration of the objectives of the Purchasing department in the LEAP I 28 strategic plan (“Performance” pillar). The purchasing transformation strategic execution initiative is based on the fundamental principles of "Perform", "Purchase" and "Source", and concerns the entire organization, leveraging the Group’s global footprint. Transforming the purchasing function from a transactional to a strategy-driven model is based on efforts in several key areas, including:
- 1. category and supplier management strategies,
- 2. strengthened commitment to responsible purchasing,
- 3. systems and skills development, including a talent development program,
- 4. supplier performance assessment, based on a data platform and indicator cockpit;
- ●the first Supplier Innovation Day was held with the Group’s strategic suppliers, helping to reinforce performance and CSR trajectories while clarifying shared objectives;
- ●revision of the purchasing policy, which has been in place since January 2025. This policy gives CSR criteria the same weighting as other criteria in the supplier selection process;
- ●creation of a Purchasing Academy, designed to train Group buyers and employees involved in the ordering process;
- ●development of purchasing metrics covering payment times and practices, with Group-wide implementation planned from 2025.
These initiatives reflect Bureau Veritas' determination to combine strong operating performance with social responsibility, by building solid, lasting partnerships with its strategic suppliers in line with the objectives of its strategic plan.
Ethics and compliance, detection and prevention of corruption, procedures and organization, governance, proportion of exposed functions trained
The Group Compliance Officer defines, implements and oversees the Compliance Program, assisted by a team at the head office and a network of Compliance Officers within each Operating Group. He or she reports regularly to the Group Executive Committee and the Audit & Risk Committee on the progress made in action plans.
Bureau Veritas detects and prevents compliance risks by means of a compliance program founded on managerial engagement, risk mapping and risk management.
Compliance Program
The Bureau Veritas Compliance Program expresses a corporate governance commitment. It aims to detect, prevent and take corrective action on compliance risks. It includes:
- ●the Group’s Code of Ethics;
- ●the Business Partner Code of Conduct;
- ●a manual of internal procedures;
- ●a corruption risk mapping process;
- ●a worldwide compulsory training program for all staff (available primarily as an e-learning module and supplemented by local training and awareness-raising initiatives);
- ●a whistleblowing procedure for internal and external ethics violations;
- ●internal and/or external due diligence procedures for business partners;
- ●control procedures, including for accounting, with the allocation of specific accounts for regulated transactions (gifts, donations, etc.);
- ●the annual certification of guidance frameworks and regular control and assessment processes, mainly conducted via an annual self-assessment campaign; and
- ●internal and external audits, including a specific audit for anti-corruption measures.
Compliance risks are prevented by raising awareness through the Code of Ethics and the related training program.
The Bureau Veritas Compliance Program employee training course on the Code of Ethics devotes an entire chapter to anti-corruption. This chapter, entitled "Active anti-corruption," is one of four modules that all Bureau Veritas Group employees must complete within one month of joining the Company. This module takes one hour to complete. Refresher training is given every two years. It is compulsory for all Group employees and covers populations most at risk, in particular employees that may be exposed to the risk of passive corruption during an audit carried out at a client’s premises or at the premises of one of the client’s suppliers. The course also includes modules on service integrity and conflicts of interest, compliance with applicable legislation (trade practices, international sanctions, information protection, etc.) and corporate social and environmental responsibility.
It also involves procedures that include prior checks via an authorization platform for gifts, invitations, sponsorship activities and donations, along with a third-party due diligence procedure on entering into new business relationships.
The Group’s business partners, such as intermediaries, subcontractors, joint venture associates and key suppliers, are contractually bound to apply the BPCC in their dealings with Bureau Veritas. The BPCC includes the main principles and rules of the Code of Ethics(9), starting with the requirement on preventing corruption, influence-peddling and conflicts of interest.
The detection of possible violations includes the above-mentioned whistleblowing system, as well as a monitoring procedure involving several stages of verification, including the due diligence procedures carried out by Internal Audit as part of its annual review of the anti-corruption system.
Regularly reinforced procedures
By applying dedicated internal rules and procedures, the Group takes particular care when selecting its business partners (intermediaries, joint venture partners, subcontractors, main suppliers), assesses its clients and the integrity of their actions, prohibits certain transactions, such as facilitation payments and kickbacks, and restricts others, such as donations to charitable organizations, sponsorships and gifts. After entering into a business relationship, Bureau Veritas monitors all operations and controls payments made in the most sensitive cases. In addition, the financing of political parties is prohibited.
The measures adopted to prevent both corruption and harassment and to comply with anti-trust rules and international economic sanctions are regularly improved. This is achieved by reviewing internal procedures, providing additional training and sending regular alerts through the Group’s network of Compliance Officers.
Each Operating Group has a dedicated manual covering its own specific legal, risk management and ethics issues designed to assist operating managers to comply with the rules applicable to the Group as a whole.
In carrying out its business, Bureau Veritas rolls out specific operational procedures for its inspectors and auditors to ensure the integrity and impartiality of its services.
Awareness and training on procedures
In addition to training in the Bureau Veritas Compliance Program Code of Ethics, training and awareness initiatives on the Group’s various compliance policies have been launched within the Operating Groups. In 2024, more than 100 initiatives were carried out through courses, webinars and newsletters.
Global annual assessments
Each year, the Group carries out a compliance assessment, further to which a declaration of compliance is issued by the legal representative of each entity.
These declarations are then consolidated at the level of each Operating Group, after which an annual declaration of compliance is signed by each Executive Committee member responsible for an Operating Group. These declarations of compliance are sent to the Group Compliance Officer who issues an annual report which is presented to the Ethics Committee and subsequently to the Audit & Risk Committee.
Complying with Bureau Veritas’ ethical principles and rules is also taken into account in managers’ annual appraisals. Each manager is required to confirm compliance with the Group’s ethical standards during his or her annual appraisal. Questions, claims or comments from third parties concerning the Code of Ethics may also be sent directly to the Compliance Officer.
Regular internal and external audits
The Compliance Program is periodically reviewed by the internal auditors, who report their findings to the Group Compliance Officer and to the Audit & Risk Committee. Since 2019, Internal Audit teams have carried out a specific annual engagement to ensure the Compliance Program complies with law no. 2016-691 on transparency, anti-corruption and the modernization of economic life throughout the Group. Since 2021, it has carried out a similar engagement at the subsidiary level.
The Compliance Program is subject to a yearly external audit by an independent audit firm, which issues a certificate of compliance to the Group Compliance Officer, who subsequently sends it to the Compliance Committee of the TIC Council, the international association representing independent testing, inspection and certification (TIC) companies. Each year, the Group Compliance Officer presents the findings of this audit to the Ethics Committee and subsequently to the Executive Committee and the Audit & Risk Committee.
Action plan
Substantial work is underway for the consolidation and continuous improvement of certain Compliance Program, control and Internal Audit processes, in response to internal feedback, changes in legislation and shifting expectations expressed by the relevant regulatory agencies.
Action plans are defined to take into account the results of the annual compliance assessment and the mapping of corruption and undue influence risks.
- ●corruption risk mapping (deployment of new procedures, integrity awareness initiatives, etc.);
- ●the annual compliance assessment (remediation of anomalies reported during the assessment, awareness-raising initiatives, etc.);
- ●supplier screening (checks on the correct signature of BPCCs, supplier questionnaires).
Progress on these action plans is periodically monitored by head office with the teams in charge of implementing them in the Operating Groups. Progress on action plans is reported quarterly to the Group Compliance Officer.
2.4.1.3Metrics and targets
Corruption incidents
The Bureau Veritas Group was not convicted of any offense under anti-bribery and anti-corruption legislation in 2024.
A reporting system, based on the whistleblowing platform, lists all ethics alerts received and the findings of investigations carried out by Operating Group Compliance Officers. Reports are categorized according to the Code of Ethics. This reporting process is not reviewed by an independent third-party organization.
In 2024, conclusions were reached on 514 alerts submitted during the year or in previous years, breaking down as follows:
- ●124 alerts did not fall within the scope of the Group’s compliance alert system and were transferred to the departments best able to provide an appropriate response (Human Resources, Technical, Quality and Risk Management);
- ●390 alerts were considered eligible for the system and were verified. Allegations investigated within the system concerned the "Shaping a Better Workplace", "Shaping Better Business Practices" and "Shaping a Better Environment" policies, and infringements of laws and regulations in the Group’s host countries:
- •for 261 alerts, it was not possible to substantiate the allegations investigated with tangible, objective evidence directly relevant to the cases reported,
- •for 129 alerts, it was possible to objectively substantiate non-compliance with the Code of Ethics and/or the laws and regulations in question. None concerned violations of human rights and fundamental freedoms.
The increase in the number of cases of non-compliance with the Code of Ethics is partly explained by the increased use of the whistleblowing line, made possible in large part by a series of information campaigns.
Conclusions on alerts investigated
Breakdown of infringements found
For all of the above, the Group has (i) put a stop to the actions or situation in question, (ii) where necessary, updated or implemented measures, procedures or controls to prevent their recurrence, and (iii) taken disciplinary (or contractual) sanctions consistent with the misconduct of the employees (or service providers) concerned.
Infringements by region
Indicators |
2024 |
2023 |
2022 |
---|---|---|---|
Proportion of employees trained to the Code of Ethics(1) |
98.8% |
97.4% |
97.1% |
Percentage of functions-at-risk covered by training programs |
100% |
100% |
100% |
Number of Code of Ethics infringements(2) |
129 |
91 |
51 |
|
2.5Sector-specific sustainability topics
2.5.1Client relationships
Strategy & business model
Consistent with the Group commitment to establishing and fostering strong client relationships and commitments, Bureau Veritas strategically aligns its business model to prioritize client satisfaction and lasting partnerships. The cornerstone of the Group’s strategy lies in providing high-quality services and solutions that meet or exceed regulatory requirements while aiming to exceed customer expectations. By employing cutting-edge technologies, innovation and industry best practices, the Group guarantees the accuracy and reliability of its testing and inspection processes. Additionally, its customer-centric approach involves ongoing engagement and collaboration, fostering transparent communication channels. Bureau Veritas understands that its success is directly linked to the success of its clients. Therefore, Bureau Veritas’ business model emphasizes long-term relationships based on trust and mutual benefit. The Group’s commitment to social responsibility extends to providing its customers with the knowledge and support they need for sustainable development while aligning its business objectives with their broader societal impact.
The nature of the services provided by Bureau Veritas systematically brings clients into contact with the Group’s operations, sales, and management or support teams. In this respect, a high-quality client relationship at all levels of the value chain is essential to secure client satisfaction and growth.
Impacts, risks and opportunities management
Actual and potential material impacts, risks and opportunities related to customer relationships
Topic |
Sub-topic |
IMPACTS |
RISKS |
OPPORTUNITIES |
---|---|---|---|---|
Customer relationships |
- |
|
The risks Bureau Veritas faces from dissatisfied customers – due to unfulfilled expectations, poor service quality, inadequate communication, loss of confidence and business, missed opportunities and billing issues – constitute threats to the continuity of its business. |
|
Policies
Quality management is a top priority for Bureau Veritas, and the policies put in place in this regard are based on two key components:
- ●the Group management system, the infrastructure supporting the entities across the globe with standard policies, processes and strategies for continuous improvement; and
- ●the monitoring of the client experience, including client satisfaction surveys.
Operational excellence requires a management system that underpins the Group’s organization and allows Bureau Veritas to disseminate the same standards across the globe and in each of its businesses. The Group’s quality policy is focused on four areas:
- ●providing Bureau Veritas’ clients with premium service, ensuring efficiency and integrity;
- ●satisfying stakeholder expectations;
- ●managing risks; and
- ●incorporating continuous improvement into each employee’s daily activities.
Actions and resources allocated
The quality of the Group's operations is monitored by both the QSSE (Quality, Health & Safety, Security and Environment) and TIQ (Technical Integrity and Quality) departments:
- ●the QSSE (Quality, Health & Safety, Security and Environment) department manages the overall quality management system adopted by all divisions. It is responsible for developing documentation for the quality management system and for ensuring compliance with quality processes across the Group. The department organizes internal audits to ensure that practices comply with the Group’s quality system and with the requirements of ISO 9001. It also puts into place remedial action plans. Each year, the operating entities review the quality management system falling within their remit. These management reviews are performed in compliance with the requirements of ISO 9001 and encompass an analysis of the results, the progress made and an assessment of the risks and opportunities. In addition, the management system and the implementation of its components are certified to ISO 9001 by an accredited independent international body (outside and excluding the Group’s Certification business);
- ●deployed at the level of the Operating Groups, the TIQ departments are responsible for ensuring that missions are compliant with the Licenses to Operate (LTOs) and meet the technical and organizational standards laid down by supervisory authorities such as government ministries and accreditation bodies. The departments validate the approach and methodology used in the Group’s assignments. They also ensure that work is performed by skilled workers and conduct audits to verify that these requirements are duly met. They are consulted upstream to verify compliance with complex service offerings, ensuring the Group’s ability to execute those services to the highest quality standard.
The QSSE and TIQ departments are assisted by structural networks of Quality and TIQ managers. The compliance of the Group’s processes with regulatory requirements and with the requirements established by accreditation bodies and its clients, as well as the continuous improvement of these processes, allows Bureau Veritas to deliver high‑quality services to society worldwide.
Bureau Veritas has been operating an integrated management system for many years. The system guarantees that common standards will be implemented across the globe to Quality ISO 9001, Environment ISO 14001 and Occupational Health and Safety ISO 45001 standards.
In 2024, Bureau Veritas continued its efforts in excelling the client experience and taking all the necessary measures to satisfy existing clients and attract new business.
Additionally, the Group has rolled out a client complaint management solution (NEXUS) across all its entities. Providing end-to-end traceability, this solution involves all stakeholders in the complaints handling process. It also strives to identify the causes of the complaints and effective remedial action plans.
Client satisfaction is a major focal point for Bureau Veritas and is at the heart of its management approach. Besides day-to-day dealings between Bureau Veritas teams and their clients, the entities regularly conduct client satisfaction surveys. Results at local and global level enable Bureau Veritas to continue improving client satisfaction.
In 2024, the Group conducted numerous client satisfaction surveys based on the Net Promoter Score (NPS) method. This survey method assesses the potential for clients to recommend Bureau Veritas services to a third party, countered by those who are unwilling to do so. It is used in addition to the satisfaction surveys of the operating entities to help define a pertinent Group-wide indicator, while giving each entity the scope to design satisfaction surveys more suited to the local business context and needs.
To support the deployment of the NPS method, in January 2020 Bureau Veritas published a new version of its Customer Experience policy, which makes NPS compulsory. Each year the Group aims to include at least 30% of the sales or revenue of each Operating Group. This provides a more accurate picture of the activities carried out with its most significant clients, as opposed to so-called “general public” segments.
Client satisfaction surveys are organized and designed locally by each operating entity to capture client journey feedback. They are customized per business and systematically include two standard indicators: the satisfaction index on a scale of 1 to 10 and the Net Promotor Score (NPS).
Metrics and targets (medium and long-term)
These figures represent Group quality certifications excluding the Certification business, which has an independent accreditation scheme. They have one year to roll out the Group’s management system and be covered by Bureau Veritas Certification.
The Group's objective is to have at least 90% of its legal entities ISO 9001-certified. Newly acquired entities are given 12 months to adapt before being included in this target.
In 2024, Bureau Veritas issued 1,041,000 surveys to its clients and expanded its scope, particularly in South and West Europe.
Indicators |
2024 |
2023 |
2022 |
2021 |
---|---|---|---|---|
Client satisfaction index |
89/100 |
86/100 |
84/100 |
84/100 |
Net Promoter Score (NPS)(1) |
56.9(2) |
46.7(2) |
50.8(3) |
49.9(4) |
Scope (% of headcount covered) |
93% |
70% |
60% |
50% |
Reach (number of surveys sent) |
1,041,000 |
570,000 |
550,000 |
150,000 |
ISO 9001 certification rate(5) |
92% |
92% |
92% |
92% |
|
2.6Indicators and cross-references
2.6.1Information incorporated by reference
Details on Bureau Veritas’ Sustainability report appear in the three following sections of this Universal Registration Document (URD):
- ●chapter 1, which presents the Bureau Veritas Group and its business model;
- ●chapter 2, which describes the Group’s sustainability policies, is also known as the Sustainability Report;
- ●chapter 4, which presents risk management.
ESRS – Universal Registration Document (URD) cross-reference table
Data point |
Applicable ESRS |
ESRS Disclosure Requirement |
Reference in report |
Scope of the sustainability report |
ESRS 1 – |
ESRS 1-GR 3: |
Section 6.6 – Notes to the consolidated financial statements (Note 37) |
Information compilation methodology |
ESRS 1 – |
ESRS 1-GR 8: |
Section 2.6.4 – Information compilation methodology |
Business model and value chain |
ESRS 2 – |
ESRS 2-SBM 1: |
Chapter 1 |
Process to identify material impacts, risks and opportunities |
ESRS 2 – |
ESRS 2-IRO 1: |
Section 2.1.4.1 – Description of procedures for identifying impacts, risks and opportunities |
Composition and work of the Board of Directors |
ESRS G1 – |
ESRS G1-GOV 1: |
Section 3.2.5 – Rules regarding the composition of the Board of Directors – "Diversity policy of the Board of Directors |
Composition of the CSR Committee |
ESRS G1 – |
G1-GOV 1-2: |
Section 3.3.3 – Board Committees in 2024 |
Expertise of the members of the administrative, management and supervisory bodies |
ESRS G1 – |
ESRS G1-GOV 2: |
Section 3.2.5 – Rules regarding the composition of the Board of Directors; section 3.2.2 – Biographies, of the Universal Registration Document |
Training of Board members |
ESRS G1 – |
ESRS G1-GOV 2: |
Section 3.2.5 – Rules regarding the composition of the Board of Directors – Director induction and training |
Climate indicators included in executive compensation |
ESRS G1 – |
ESRS G1-GOV 4: |
Section 3.7.2.3 – Compensation policy for Executive Corporate Officers for 2025 Section 3.7.3.2 – Compensation paid or awarded to the Chairman of the Board of Directors in 2024 |
Long-term incentive plans |
ESRS G1 – |
ESRS G1-GOV 4: |
Sections 3.8.3.2 – Performance shares, and 3.8.3.3 – Stock subscription or purchase options, of this Universal Registration Document |
2.7Opinion of the independent third party
REPORT ON THE CERTIFICATION OF SUSTAINABILITY INFORMATION AND VERIFICATION OF THE DISCLOSURE REQUIREMENTS UNDER ARTICLE 8 OF REGULATION (EU) 2020/852, RELATING TO THE YEAR ENDED DECEMBER 31, 2024
This is a free translation into English of the statutory auditor’s report on the certification of sustainability information and verification of the disclosure requirements under Article 8 of Regulation (EU) 2020/852 of the Company issued in French and it is provided solely for the convenience of English-speaking users.
This report should be read in conjunction with, and construed in accordance with, French law and the H2A guidelines on Limited assurance engagement - Certification of sustainability reporting and verification of disclosure requirements set out in Article 8 of Regulation (EU) 2020/852.
This report is issued in our capacity as statutory auditor of Bureau Veritas. It covers the sustainability information and the information required by Article 8 of Regulation (EU) 2020/852, relating to the year ended December 31, 2024 and included in section 2.1 to 2.6 (excluding section “2.4.4 Duty of Care Plan”) of the management report (hereafter the “Sustainability Report”).
Pursuant to Article L. 233-28-4 of the French Commercial Code, Bureau Veritas is required to include the above-mentioned information in a separate section of its management report. This information has been prepared in the context of the first-time application of the aforementioned Articles, a context characterized by uncertainties regarding the interpretation of the laws and regulations, the use of significant estimates, the absence of established practices and frameworks in particular for the double‑materiality assessment, and an evolving internal control system. This information enables an understanding of the impact of the activity of the Group on sustainability matters, as well as the way in which these matters influence the development of the business of the Group, its performance and position. Sustainability matters include environmental, social and corporate governance matters.
Pursuant to Article L. 821-54 paragraph II of the aforementioned Code, our responsibility is to carry out the procedures necessary to issue a conclusion, expressing limited assurance, on:
- ●compliance with the sustainability reporting standards adopted pursuant to Article 29 b of Directive (EU) 2013/34 of the European Parliament and of the Council of 14 December 2022 (hereinafter ESRS for European Sustainability Reporting Standards) of the process implemented by Bureau Veritas to determine the information reported, and compliance with the requirement to consult the social and economic committee provided for in the sixth paragraph of Article L. 2312‑17 of the French Labor Code;
- ●compliance of the sustainability information included in the Sustainability Report with the requirements of Article L. 233-28-4 of the French Commercial Code, including the ESRS; and
- ●compliance with the reporting requirements set out in Article 8 of Regulation (EU) 2020/852.
This engagement is carried out in compliance with the ethical rules, including independence, and quality control rules prescribed by the French Commercial Code.
It is also governed by the H2A guidelines on Limited assurance engagement - Certification of sustainability reporting and verification of disclosure requirements set out in Article 8 of Regulation (EU) 2020/852.
In the three separate sections of the report that follow, we present, for each of the sections of our engagement, the nature of the procedures that we carried out, the conclusions that we drew from these procedures and, in support of these conclusions, the elements to which we paid particular attention and the procedures that we carried out with regard to these elements. We draw your attention to the fact that we do not express a conclusion on any of these elements taken individually and that the procedures described should be considered in the overall context of the formation of the conclusions issued in respect of each of the three sections of our engagement.
Finally, where deemed necessary to draw your attention to one or more disclosures of sustainability information provided by Bureau Veritas in its Sustainability Report, we have included an emphasis of matter(s) paragraph hereafter.
Limits of our engagement
As the purpose of our engagement is to express limited assurance, the nature (choice of techniques), extent (scope) and timing of the procedures are less than those required to obtain reasonable assurance.
Furthermore, this engagement does not provide guarantee regarding the viability or the quality of the management of Bureau Veritas, in particular it does not provide an assessment of the relevance of the choices made by Bureau Veritas in terms of action plans, targets, policies, scenario analyses and transition plans, which would go beyond compliance with the ESRS reporting requirements.
It does, however, allow us to express conclusions regarding the Entity’s process for determining the sustainability information to be reported, the sustainability information itself, and the information reported pursuant to Article 8 of Regulation (EU) 2020/852, as to the absence of identification or, on the contrary, the identification of errors, omissions or inconsistencies of such importance that they would be likely to influence the decisions that readers of the information subject to this engagement might make.
Compliance with the ESRS of the process implemented by Bureau Veritas to determine the information reported, and compliance with the requirement to consult the social and economic committee provided for in the sixth paragraph of Article L. 2312-17 of the French Labor Code
Nature of procedures carried out
- ●the process defined and implemented by Bureau Veritas has enabled it, in accordance with the ESRS, to identify and assess its impacts, risks and opportunities related to sustainability matters, and to identify the material impacts, risks and opportunities that led to the publication of sustainability information disclosed in the Sustainability Report; and
Conclusion of the procedures carried out
On the basis of the procedures we have carried out, we have not identified any material errors, omissions or inconsistencies regarding the compliance of the process implemented by Bureau Veritas with the ESRS.
We inform you that, as of the date of this report, the consultation of the social and economic committee provided for in the sixth paragraph of Article L. 2312-17 of the French Labor Code has not yet been performed.
Elements that received particular attention
We present below the elements that have received particular attention from us regarding the compliance with ESRS of the process implemented by Bureau Veritas to determine the disclosed information.
The information related to the identification of stakeholders and impacts, risks, and opportunities, as well as the assessment of impact materiality and financial materiality, is mentioned in section 2.1.4.1 of the Sustainability Report.
- ●the stakeholders who may affect or may be affected by the entities within the scope of the information, through their direct or indirect activities and business relationships in the value chain;
- ●the main users of sustainability statements (including the main users of the financial statements).
In this regard, we interviewed the relevant individuals and examined the available documentation related to the stakeholder identification process. Our procedures mainly consisted of:
- ●assessing the consistency of the main stakeholders identified by the Entity with the nature of its activities and its geographical location, taking into account its business relationships and value chain;
- ●exercising our professional judgment to assess the representativeness of the stakeholders identified by the Entity.
We obtained an understanding notably of the process implemented by the Entity regarding the identification of impacts (negative or positive), risks, and opportunities ('IRO'), whether actual or potential, related to the sustainability issues mentioned in paragraph AR 16 of the “Application Requirements” of ESRS 1 and those that are specific to the Entity, as set out in section 2.1.3.3 of the Sustainability Report.
We assessed the scope chosen for the identification of IROs, particularly in relation to the scope of the consolidated financial statements.
- ●how the Entity considered the list of sustainability topics outlined by ESRS 1 (AR 16) in its analysis;
- ●the consistency of the actual and potential IROs identified by the Entity, particularly those that are specific to it, as they are not covered or are insufficiently covered by the ESRS, with our knowledge of the Entity.
We obtained an understanding, through interviews with the relevant individuals and inspection of the available documentation, of the process used to assess impact materiality and financial materiality implemented by the Entity, and assessed its compliance with the criteria defined by ESRS 1.
In particular, we obtained an understanding of the methodological protocol and the tools used by the Entity to assess the identified IROs in order to evaluate the consistency of the thresholds thus determined with our knowledge of the Entity. We conducted interviews with the relevant operational and support Management to assess the justification for the ratings assigned to the identified IROs.
Compliance of the sustainability information included in the Sustainability Report with the requirements of Article L. 233-28-4 of the French Commercial Code, including the ESRS
Nature of procedures carried out
Our procedures consisted in verifying that, in accordance with legal and regulatory requirements, including the ESRS:
- ●the disclosures provided enable an understanding of the general basis for the preparation and governance of the sustainability information included in the Sustainability Report, including the basis for determining the information relating to the value chain and the exemptions from disclosures used;
- ●the presentation of this information ensures its readability and understandability;
- ●the scope chosen by Bureau Veritas for providing this information is appropriate; and
- ●on the basis of a selection, based on our analysis of the risks of non-compliance of the information provided and the expectations of users, this information does not contain any material errors, omissions or inconsistencies, i.e. that are likely to influence the judgement or decisions of users of this information.
Conclusion of the procedures carried out
Based on the procedures we have carried out, we have not identified material errors, omissions or inconsistencies regarding the compliance of the sustainability information included in the Sustainability Report, with the requirements of Article L. 233-28-4 of the French Commercial Code, including the ESRS.
Emphasis of matter
Without qualifying the conclusion expressed above, we draw your attention to the information provided in the preamble of section '2.1.1 Basis for the Preparation of the Sustainability Report' of the Sustainability Report, outlining the context of the first application of the transposition of the provisions of the directive (EU) ”CSRD” in which the Bureau Veritas Sustainability Report was prepared and its implications for the preparation of sustainability information.
Elements that received particular attention
We present hereafter the elements that received particular attention on our part regarding the compliance with the ESRS of the information disclosed on climate change (ESRS E1), as outlined in section 2.2.2 of the Sustainability Report.
- ●conducting interviews with the Quality, Health, Safety, and Environment (QHSE) Management, particularly responsible for environmental issues, to inquire about the process used by the Entity to produce this information and to assess it, especially the description of the policies, actions, and targets implemented by the Entity;
- ●defining and implementing appropriate analytical procedures based on this information and our knowledge of the Entity.
Regarding the information disclosed by the Entity in section 2.2.2.4 of the Sustainability Report concerning its greenhouse gas (GHG) emissions, we also:
- ●obtained an understanding of the procedure for assessing GHG emissions used by the Entity, particularly the methodology for calculating the estimated data and the sources of information used in the preparation of the estimates, which we deemed essential for the presentation of these GHG emissions;
- ●conducted certain specific tests:
- ●assessed, based on tests, the emission factors used;
- ●reconciled, for directly measurable data, such as energy consumption related to scopes 1 and 2 emissions, based on tests, the underlying data used for the assessment of GHG emissions with the supporting documents.
Regarding the climate transition plan for mitigating climate change described in section 2.2.2.2 of the Sustainability Report, our work also consisted of:
- ●assessing whether this climate transition plan reflects the objectives and commitments made by the governing and managing bodies of the Entity, as recorded in the minutes of the relevant meetings, it being specified that we do not have to report on the appropriateness or level of ambition of the objectives of this transition plan;
- ●examining whether the information disclosed regarding the transition plan meets the requirements of ESRS E1 and appropriately describes the key assumptions underlying this plan, it being specified that the methodologies for assessing the compatibility or alignment of greenhouse gas emission reduction targets at the company level with limiting global warming to 1.5°C compared to pre-industrial levels are, to date, neither stabilized nor subject to consensus.
- ●Information provided in application of the social standard relating to the Company’s personnel (ESRS S1)
The information disclosed regarding the Company's personnel (ESRS S1) is included in section 2.3.1 of the Sustainability Report.
- ●obtaining an understanding of the sustainability information regarding the Company's personnel included in the aforementioned section of the Sustainability Report;
- ●comparing the information presented with what is expected, considering the double materiality analysis conducted by the Entity, and in particular the materiality of the issues and the identified IROs;
- ●conducting interviews with the Management of Human Resources in order to:
- ●examine the process of collecting and processing qualitative and quantitative information and the methodology used for preparing the data presented in section 2.3.1.3 of the Sustainability Report;
- ●examine the available underlying documentation.
- ●the policies described by the Entity regarding the Company's personnel, especially those related to training and skills development, as well as the health and safety of the Entity's personnel and the Company's description of the action plans and resources needed on these same topics;
- ●a selection of information to be examined, and for each of them:
- ●the examination of how the Entity implements the key concepts of ESRS S1 related to this information;
- ●the definition and implementation of appropriate analytical and substantive procedures for the information examined.
Compliance with the reporting requirements set out in Article 8 of Regulation (EU) 2020/852
Nature of procedures carried out
Our procedures consisted in verifying the process implemented by Bureau Veritas to determine the eligible and aligned nature of the activities of the entities included in the consolidation.
They also involved verifying the information reported pursuant to Article 8 of Regulation (EU) 2020/852, which involves checking:
- ●the compliance with the rules applicable to the presentation of this information to ensure that it is readable and understandable;
- ●on the basis of a selection, the absence of material errors, omissions or inconsistencies in the information provided, i.e. information likely to influence the judgement or decisions of users of this information.
Conclusion of the procedures carried out
Based on the procedures we have carried out, we have not identified any material errors, omissions or inconsistencies relating to compliance with the requirements of Article 8 of Regulation (EU) 2020/852.
Elements that received particular attention
- ●obtaining an understanding of the grouping of services into four categories and the analysis presented in the taxonomy reporting guide for the TIC (Testing, Inspection, Certification) sector, developed by the professional association of conformity assessment bodies (TIC Council), of which Bureau Veritas is a member, as mentioned in the aforementioned section of the Sustainability Report;
- ●assessing, through interviews and inspection of the relevant documentation, the compliance of the Entity's analysis regarding the eligibility of Level 1 activities with the criteria defined by the annexes of the delegated acts supplementing Regulation (EU) 2020/852 of the European Parliament and of the Council.
3.1Corporate governance
3.1.1Principles of corporate governance and Corporate Governance Code
Pursuant to articles L. 22-10-10 and L. 225-37-4 of the French Commercial Code (Code de commerce), this report on corporate governance, drawn up under the responsibility of the Board of Directors in accordance with article L. 225-37 of said Code, contains details of the composition of the Board and the conditions governing the preparation and organization of the Board’s work in 2024. The report was reviewed by the Nomination & Compensation Committee at its meeting of February 21, 2025. It was then reviewed and approved by the Board of Directors at its meeting of February 24, 2025.
In accordance with the above-mentioned article L. 22-10-10, Bureau Veritas has chosen to refer to the AFEP-MEDEF Corporate Governance Code of Listed Corporations (the "AFEP-MEDEF Code").
The latest version of this Code can be consulted on the AFEP website at https://afep.com/wp-content/uploads/2022/12/Code- AFEP-MEDEF-version-de-decembre-2022.pdf. It can also be obtained at the Company’s registered office.
In preparing this report, Bureau Veritas also followed the recommendations of the French financial markets authority (Autorité des marchés financiers – AMF). Each year, particular attention is paid to the activity report issued by the French High Commission for Corporate Governance (Haut comité du gouvernement d’entreprise – HCGE), and to the AMF’s annual report on corporate governance and executive compensation in listed companies. An analysis of the Company’s practices along with any proposals for improvement in the form of assessment grids are presented to the Nomination & Compensation Committee and to the Board of Directors.
3.2Board of Directors
3.2.1Composition of the Board of Directors
The Board of Directors currently has twelve (12) members (non-Executive Corporate Officers). Information on each of the members can be found in their biographies in section 3.2.2 – Biographies, and in the table provided below in section 3.2.3 – Composition of the Board of Directors and its Committees at December 31, 2024.
3.3Organization and functioning of the Board of Directors
3.3.1Framework for the work of the Board of Directors
The Board of Directors meets as often as needed in the interests of the Company; meetings are convened by its Chairman. The provisional annual schedule of Board of Directors’ meetings (excluding extraordinary meetings) is drawn up and sent out to each member before the end of the first half of the year.
For each meeting, a file covering the items on the agenda is prepared and sent to each member a few days before the meeting to allow prior examination of documents by the Directors.
Each Director is provided with all the information needed to carry out his or her duties and can ask Executive Management to provide him or her with any useful documents (including any critical information about the Company).
During meetings, members of Executive Management give a detailed presentation of the items on the agenda. Presentations are followed by discussions before a vote is taken.
Detailed minutes in draft form, summarizing the discussions and questions raised and mentioning the decisions and reservations made, are then sent to members for examination and comment before being formally approved by the Board of Directors.
The Statutory Auditors are invited to attend meetings of the Board held to finalize the annual and half-year financial statements.
The Directors may also receive additional training, if they see fit, on the Group, its businesses and its sector of activity.
Internal Regulations of the Board of Directors
The conditions governing the preparation and organization of the work of the Board of Directors are set out in the Board’s Internal Regulations. The Internal Regulations are intended to lay down how the Board of Directors organizes its work in addition to the relevant laws, regulations and the provisions of the by-laws.
Initially adopted at the Board of Directors’ meeting of June 3, 2009, the Internal Regulations have since been regularly updated and can be consulted (in French) on the Company’s website, at:
The Internal Regulations state that the Board of Directors determines the strategic direction of the Company’s business and ensures that it is implemented. Subject to powers granted expressly by law to Shareholders’ Meetings and within the limits of the corporate purpose, the Board handles issues related to the proper functioning of the Company and resolves by deliberation all related matters.
- ●the first chapter deals with the role of the Board of Directors and describes the conditions for holding Board meetings (e.g., meetings using telecommunications technologies), ethical rules, the Directors’ Charter and Directors’ compensation;
- ●the second chapter specifies the rules for Directors’ independence;
- ●the third chapter concerns non-voting members (Censeurs)(3);
- ●the fourth chapter specifies the rules applicable to the Board Committees; and
- ●the last chapter deals with the terms and conditions applicable to amendments, entry into force and publication of the Internal Regulations and the evaluation of the Board of Directors.
The Internal Regulations also set out the restrictions imposed on the powers of the Chief Executive Officer, which are presented in sub-section "Limitations placed on the powers of the Chief Executive Officer by the Board of Directors" of section 3.1.3 – Governance structure, of this Universal Registration Document.
Insider Trading Policy
The Company aims to ensure compliance with recommendations issued by the stock market authorities with respect to the management of risks relating to the possession, disclosure and possible use of inside information.
The Company drew up an Insider Trading Policy in 2008 and appointed a Group Compliance Officer. The purpose of the Insider Trading Policy is to outline applicable regulations and to draw the attention of the people concerned to:
- ●the laws and regulations in force regarding inside information (requirement to refrain from trading shares, ban on certain speculative transactions and special provisions on stock options and performance shares), as well as the administrative sanctions and/or penalties for not complying with those laws and regulations; and
- ●the implementation of preventive measures (black-out periods, insider lists, confidentiality lists, disclosure requirements and reporting obligations of executives and individuals closely related to them) that enable them to invest in Bureau Veritas shares while remaining in compliance with the rules on market integrity.
The Insider Trading Policy also provides for black-out periods beginning 30 days before the publication of the annual and half-year parent company and consolidated financial statements, and 15 days before the publication of quarterly financial information, during which the people concerned must abstain from any transactions on the Company’s shares.
Executive sessions
In accordance with the provisions of the AFEP-MEDEF Code, the Internal Regulations provide that the Company’s non-executive Directors meet once a year without the Executive Corporate Officers being present, in order to notably evaluate the performance of the Chairman, the Chief Executive Officer and the Deputy Chief Executive Officer(s) where applicable.
3.4Group management
3.4.1Chief Executive Officer
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Hinda Gharbi Chief Executive Officer |
54 years old Nationality: Australian-Tunisian Main business address: Bureau Veritas, Immeuble Newtime, 40/52 boulevard du Parc, 92200 Neuilly-sur-Seine – France Date of first appointment: Board meeting of June 22, 2023 End of term of office: July 1, 2027 Number of shares held in the Company: 0 |
|
Biography |
Hinda Gharbi joined Bureau Veritas as Chief Operating Officer and member of the Group Executive Committee on May 1, 2022. On January 1, 2023, Hinda Gharbi became Deputy Chief Executive Officer of Bureau Veritas. The Board of Directors appointed her as Chief Executive Officer on June 22, 2023, at the end of the Annual Shareholders’ Meeting. With a degree in Electrical Engineering from the École Nationale Supérieure d’Ingénieurs Électriciens de Grenoble, and a Master of Science in signal processing from the Institut Polytechnique de Grenoble, in 1996 Hinda joined the Schlumberger group, a global technology leader in the energy sector. During her 26 years with the group, Hinda held a variety of general management positions in operations for Schlumberger’s core business activities at a global and regional level. She also assumed cross-functional responsibilities including Human Resources, Technology Development and Health, Safety and Environment. From 2017, she was a member of the Executive Committee of Schlumberger and from July 2020, she was Executive Vice President, Services and Equipment. In this role, she oversaw all Schlumberger Core and Digital global divisions for the group. |
Other current positions |
Positions held within the Group Chair of Bureau Veritas International SAS |
Positions no longer held (but held in the last five years) |
None |
Multiple directorships(1) |
1 office as Chief Executive Officer |
|
3.5Statements relating to Corporate Officers
3.5.1Service agreements involving Corporate Officers or Directors and Bureau Veritas or one of its subsidiaries
3.6Other information on governance
3.6.1Summary of delegations of authority and authorizations granted by the Shareholders’ Meeting to the Board of Directors (articles L. 225-37-4 and L. 22-10-10 of the French Commercial Code)
The table below summarizes the delegations of authority and authorizations relating to share capital granted by the Shareholders’ Meeting to the Board of Directors that were still in effect, as well as the use made, during 2024.
Nature of the delegation/authorization granted to the Board of Directors |
Date of the Shareholders’ Meeting |
Duration and expiration of the authorization |
Maximum nominal amount |
Use during the year |
---|---|---|---|---|
Authorization granted to the Board of Directors to trade in the Company’s ordinary shares. |
CSM** of June 22, 2023 (15th resolution)
|
18 months, i.e., until December 21, 2024 |
Maximum purchase price per share: €45 10% of the share capital(1) |
7,288,728 shares bought back in 2024
|
CSM** of June 20, 2024 (18th resolution) |
18 months, i.e., until June 19, 2025 |
Maximum purchase price per share: €45 10% of the share capital(2) |
Not used |
|
Overall ceiling for capital increases and sub-ceiling for capital increases without preemptive subscription rights for existing shareholders. |
CSM** of June 22, 2023 (16th resolution)
|
26 months, i.e., until August 21, 2025 |
|
Not used |
Delegation of authority granted to the Board of Directors to increase the share capital with preemptive subscription rights for existing shareholders by issuing (i) ordinary shares in the Company and/or (ii) securities in the form of equity securities giving access immediately and/or in the future to existing or new equity securities of the Company and/or one of its subsidiaries and/or (iii) securities representing debt securities giving or that may give access to new equity securities issued by the Company or any of its subsidiaries. |
CSM** of June 22, 2023 (17th resolution)
|
26 months, i.e., until August 21, 2025 |
|
Not used |
Increase in the share capital by capitalizing reserves, retained earnings, share premiums or any other sums that may be capitalized. |
CSM** of June 22, 2023 (18th resolution) |
26 months, i.e., until August 21, 2025 |
Maximum nominal amount of capital increases: €16,200,000 (30%) |
Not used |
Delegation of powers granted to the Board of Directors to issue ordinary shares of the Company and/or securities giving immediate and/or future access to the Company’s share capital, without preemptive subscription rights for existing shareholders, in an amount not exceeding 10% of the share capital, as consideration for in-kind contributions made to the Company. |
CSM** of June 22, 2023 (19th resolution) |
26 months, i.e., until August 21, 2025 |
|
Not used |
Issue of (i) ordinary shares of the Company and/or (ii) securities giving immediate or future access to the Company’s share capital as consideration for securities contributed as part of a public exchange offer launched by the Company, with automatic waiver by existing shareholders of their preemptive subscription rights. |
CSM** of June 22, 2023 (20th resolution) |
26 months, i.e., until August 21, 2025 |
|
Not used |
Delegation of authority granted to the Board of Directors to issue, by means of a public offering (other than those referred to in article L. 411-2, 1° of the French Monetary and Financial Code), ordinary shares of the Company and/or securities giving immediate and/or future access to the share capital of the Company or a subsidiary, without preemptive subscription rights for existing shareholders. |
CSM** of June 22, 2023 (21st resolution) |
26 months, i.e., until August 21, 2025 |
|
Not used |
Delegation of authority granted to the Board of Directors to issue, by means of a public offering referred to in article L. 411-2, 1° of the French Monetary and Financial Code, applying exclusively to qualified investors and/or to a restricted circle of investors, ordinary shares of the Company and/or securities giving immediate and/or future access to the share capital of the Company or a subsidiary, without preemptive subscription rights for existing shareholders. |
CSM** of June 22, 2023 (22nd resolution) |
26 months, i.e., until August 21, 2025 |
|
Not used |
Authorization granted to the Board of Directors, in the event of an issue of securities without preemptive subscription rights for existing shareholders under the 23rd and 24th resolutions adopted by the 2021 Shareholders’ Meeting or the 21st and 22nd resolutions adopted by the 2023 Shareholders’ Meeting, successively, to set the issue price on the terms set by the Shareholders’ Meeting, up to a maximum of 10% of the share capital per year. |
CSM** of June 22, 2023 (23rd resolution) |
26 months, i.e., until August 21, 2025 |
10% of the share capital per 12-month period |
Not used |
Delegation of authority granted to the Board of Directors to increase, in the event of excess demand, the number of securities to be issued in the event of a capital increase with or without preemptive subscription rights for existing shareholders. |
CSM** of June 22, 2023 (24th resolution) |
26 months, i.e., until August 21, 2025 |
15% of the initial issue(3)(4) |
Not used |
Authorization granted to the Board of Directors to grant stock subscription options, with express waiver by existing shareholders of their preemptive subscription rights, or stock purchase options to employees and/or Corporate Officers of the Group. |
CSM** of June 22, 2023 (25th resolution) |
26 months, i.e., until August 21, 2025 |
|
930,630 options granted in 2024, i.e., 0.20% of the share capital at the grant date |
Authorization granted to the Board of Directors to grant existing or new ordinary shares of the Company to employees and/or Corporate Officers of the Group, with automatic waiver of shareholders’ preemptive subscription rights. |
CSM** of June 22, 2023 (26th resolution) |
26 months, i.e., until August 21, 2025 |
|
1,095,300 performance shares granted in 2024, i.e., 0.24% of the share capital at the grant date |
Delegation of authority granted to the Board of Directors to issue ordinary shares of the Company and/or securities giving immediate and/or future access to the Company’s share capital to members of a company savings plan, without preemptive subscription rights for existing shareholders. |
CSM** of June 22, 2023 (27th resolution) |
26 months, i.e., until August 21, 2025 |
Maximum nominal amount of capital increases: 1% of the share capital(3)(4) |
Not used |
Authorization granted to the Board of Directors to reduce the share capital by canceling all or some of the shares of the Company acquired under any share buyback program. |
CSM** of June 22, 2023 (28th resolution) |
26 months, i.e., until August 21, 2025 |
10% of the share capital |
883,648 shares bought back in 2024, i.e., 0.19% of the share capital |
* Ordinary Shareholders’ Meeting ** Combined Shareholders’ Meeting
|
3.7Corporate Officers’ compensation
This section of the report was prepared by the Board of Directors in accordance with the French Commercial Code(5), following a recommendation of the Nomination & Compensation Committee.
It provides a full description of the compensation items of the Company's Corporate Officers, including the following items on which the 2025 Annual General Meeting will be asked to vote:
- 1.the components of the total compensation and benefits paid or awarded to Corporate Officers during the financial year ended December 31, 2024;
- 2.the compensation policy applicable for 2025. This policy describes all the items of the Corporate Officers’ compensation, and explains the decision-making process used to calculate, review and implement this compensation.
- ●Company Directors;
- ●the Chairman of the Board of Directors; and
- ●the Chief Executive Officer and Deputy Chief Executive Officer(s), if any.
The 2025 compensation policy will take effect as soon as it has been approved by shareholders. The 2024 compensation policy approved by the Shareholders’ Meeting of June 20, 2024 remains applicable until that date.
- ●the AFEP-MEDEF Code and the French High Commission for Corporate Governance (Haut Comité de Gouvernement d'Entreprise – HCGE); and
- ●the French financial markets authority (Autorité des marchés financiers – AMF) on corporate governance and executive compensation in listed companies.
3.7.1Compensation policy for Corporate Officers
3.7.1.1Principles and objectives of Corporate Officer compensation
The compensation policy for Corporate Officers is set by the Board of Directors acting on the recommendation of the Nomination & Compensation Committee. It incorporates the principles and criteria defined in the AFEP-MEDEF Corporate Governance Code used by the Group as a basis for its corporate governance policy.
It is regularly reviewed and is designed with the aim of offering a balanced, consistent compensation package in line with the recommendations of the AFEP-MEDEF Code, while remaining attractive and aligned with market practices.
Each year, the Board of Directors ensures that the compensation policy complies with the following principles:
Be consistent with Bureau Veritas’ strategy while respecting the Company’s best interests in order to ensure the Group's staying power and growth over the medium to long term.
The compensation policy for senior executives is directly linked to the Group’s strategy. It supports the Group’s business model by promoting profitable, responsible and sustainable growth.
The Board of Directors has chosen to tie Executive Corporate Officers’ performance directly to the Company’s performance in order to guarantee a clear and relevant compensation policy.
The aim is to create long-term value, with a large proportion of compensation subject to demanding short-, medium- and long-term performance conditions.
The structure and level of executive compensation is benchmarked against the practices of companies with similar characteristics, challenges and environments, with the help of independent consulting firms. Based on the characteristics of Bureau Veritas, the Group is benchmarked against:
- ●CAC 40 and Next 20 companies;
- ●similar-sized companies in the Services sector;
- ●companies in the international TIC sector.
The annual review takes into account comments from shareholders, stakeholders and votes cast at the Shareholders’ Meeting. Bureau Veritas has continued the dialogue begun in previous years to understand the views of shareholders (in particular proxy advisors) and to discuss the compensation policy with those shareholders. In light of their views, the Company decided to provide added clarity in this document.
Compensation is based on the same principles and instruments as those applied to the members of the Company's Executive Committee:
- ●fixed salary: dependent on the level of responsibility and in light of market practices;
- ●variable compensation dependent on financial and non-financial criteria: motivate and reward performance and be aligned with the interests of shareholders and stakeholders;
- ●long-term incentives: compensation directly linked to internal and external long-term performance measures, awarded in the form of stock options and/or Company performance shares;
- ●employee benefits: in line with local market practices, particularly in terms of health and welfare plans.
These principles and objectives also underpin the compensation applicable to all Bureau Veritas employees. which includes a fixed salary, as well as short- and long-term variable components. The variable components take into account individual and collective performance on financial, social and environmental criteria.
Annual process for preparing the compensation policy for Corporate Officers
The Nomination & Compensation Committee considers the elements set out below when determining compensation:
The Committee relies on the recommendations of an independent external consulting firm to determine compensation practices and levels for each category of Corporate Officer.
It applies a strict process when preparing executive compensation so as to provide the Board of Directors with all the information it needs to make informed decisions in line with the principles defining the Company's compensation policy.
Annual review of the compensation policy for Corporate Officers
The compensation policy for Bureau Veritas Corporate Officers is reviewed annually by the Board of Directors. During this review, the Board of Directors – based on the work of the Nomination & Compensation Committee – discusses whether it believes the policy should be revised. This review takes into account changes in the Group and its markets, and any particular events impacting the Group or its organization. The review is also an opportunity to ensure that the compensation policy remains consistent with respect to the objectives set for each category of Corporate Officer.
Possible adaptations and adjustments to the compensation policy for Executive Corporate Officers
In the event of circumstances having a significant impact on a component of the Executive Corporate Officer’s variable compensation and/or on the Company’s performance, and, consequently, likely to alter the Board of Directors’ assessment of an Executive Corporate Officer’s performance, the Board of Directors may decide to adapt or adjust this compensation policy, in accordance with the conditions presented below.
- ●the applicable compensation policy,
- ●the actual performance and effective involvement of the Executive Corporate Officer,
- ●the performance and interests of the Company, and
- ●the interests of its shareholders and employees.
Accordingly and on an exceptional basis, the Board of Directors will have the power to adapt the performance criteria for annual variable compensation and/or long-term variable compensation and to adjust the parameters attached to those criteria (weightings, thresholds, targets, objectives) both upwards and downwards, in order to take into account the occurrence of exceptional circumstances which could not have been anticipated at the date of drafting of this compensation policy.
The circumstances under which the Board of Directors may use this exceptional power are, in particular, a substantial change in the Group’s scope of consolidation or in the scope of responsibility of the Executive Corporate Officer concerned, or any event beyond the control of Bureau Veritas, such as a change in accounting method or standard, a major external event such as a pandemic or a major geopolitical event, or a structural change affecting the markets, the economy and/or one of the Group’s business sectors.
Under no circumstances may these adaptations or adjustments lead to the overall ceiling for the Corporate Officer’s compensation being exceeded or the ceiling for any component of compensation, as defined by this compensation policy, being modified, nor may they call into question the pre-established nature of the compensation criteria.
In such a case, the Board of Directors would make its decision on the recommendation of the Nomination & Compensation Committee, ruling on the matter without the presence of the Executive Corporate Officer concerned. This decision should be reasoned and justified in light of the circumstances that led to it. It shall be communicated as soon as possible to the Company’s shareholders.
It should be noted that the Board of Directors did not derogate from or adjust the compensation policy in 2023 and 2024. At the date of this report, the Board of Directors does not intend to make use of this facility in 2025.
Changes in governance
Bureau Veritas’ compensation policy includes specific provisions in the event of a change in governance or the appointment of a new Corporate Officer during a given financial year. These provisions vary depending on the position held by the new Corporate Officer.
1. Directors: if a new Director is appointed during a given financial year, his or her compensation will be determined in accordance with the compensation policy applicable to Directors. The Board of Directors will take into account the date of the new Director’s appointment to determine his or her compensation amount.
2. Executive Corporate Officers: if a new Non-Executive or Executive Corporate Officer, such as a Chair of the Board of Directors, Chief Executive Officer or Deputy Chief Executive Officer, is appointed during a given financial year, his or her compensation will be set in accordance with the compensation policy specific to the category concerned. The Board of Directors will perform an overall analysis of the situation, taking into account skills, experience, responsibilities, whether or not the person is a Group employee, and other relevant factors. This analysis will be used to determine the objectives underpinning the variable portion of the Executive Corporate Officers' compensation, the target objectives, the minimum and maximum levels, and the weighting in relation to annual fixed compensation. These inputs will be decided within the limits of the ceilings defined in the current compensation policy applicable to the Chief Executive Officer and, where applicable, to the Deputy Chief Executive Officer(s).
Conflicts of interest
Bureau Veritas’ Nomination & Compensation Committee has five members, four of whom are independent (including the Committee Chair). In line with good governance practices, this membership structure guarantees the objectivity of the Committee's work and avoids conflicts of interest in the decision-making process concerning the compensation policy for Corporate Officers and how it is applied.
To prevent and manage any potential conflicts of interest, both the Board of Directors and the Nomination & Compensation Committee have put specific procedures in place. The Chief Executive Officer participates in the work of the Nomination & Compensation Committee, but does not take part in discussions on agenda items that concern her directly, notably regarding compensation components, either at the level of the Nomination & Compensation Committee or at the level of the Board of Directors. Similarly, the Chairman of the Board of Directors does not take part in discussions concerning his own compensation. This separation of responsibilities ensures unbiased reflections when setting compensation.
3.7.1.2Dialogue with shareholders
Bureau Veritas attaches great importance to dialogue with its shareholders, particularly in matters relating to corporate governance and executive compensation. The Group regularly organizes meetings with investors and voting advisory agencies before the Shareholders’ Meeting, and as necessary throughout the year, to gather their opinions and feedback.
These meetings provided an opportunity to present Bureau Veritas SA’s executive compensation policy to investors and voting advisory agencies. Shareholder dialogue also helps clarify certain elements and information contained in compensation policies, the report on compensation and the “Say on Pay”.
Further to these discussions and in response to shareholder expectations, the Nomination & Compensation Committee took a number of measures, as outlined below:
- 1.Corporate Social Responsibility (CSR) targets have been applied to the Group’s long-term incentive plans since 2022.
- 2.The percentage of variable compensation tied to CSR targets was increased for all Group senior executives.
- 3.Compensation policies and the report on the Corporate Officer compensation were reviewed in order to make them clearer and more transparent.
3.8Interests of Corporate Officers, Directors and certain employees
3.8.1Interests of Corporate Officers and Directors in the Company’s capital
At the publication date of this Universal Registration Document, the interests of Directors and Corporate Officers in the capital of Bureau Veritas were as follows:
Directors |
Number of shares |
Percentage of capital |
---|---|---|
Laurent MIGNON |
1,200 |
NS |
Pascal LEBARD |
1,200 |
NS |
Christine ANGLADE |
1,200 |
NS |
Julie AVRANE |
1,200 |
NS |
Bpifrance Investissement |
18,431,820 |
4.06% |
Claude EHLINGER |
1,230 |
NS |
Ana GIROS CALPE |
1,200 |
NS |
Jérôme MICHIELS |
1,200 |
NS |
Jean-François PALUS |
1,200 |
NS |
Geoffroy ROUX DE BEZIEUX |
1,200 |
NS |
Frédéric SANCHEZ |
1,200 |
NS |
Lucia SINAPI-THOMAS |
2,040 |
NS |
4.1Risk factors
Before taking any investment decisions, investors are advised to carefully read the financial and non-financial risks described in this section, as well as the other information contained in this Universal Registration Document.
In accordance with Regulation (EU) No. 2017/1129 (“Prospectus III”) and in compliance with the ESMA Guidelines, at the date this Universal Registration Document was filed, the risks presented below are the main risks considered specific to the Bureau Veritas Group and/or to its securities that Bureau Veritas believes could have a significant net impact on the Group, its businesses, its financial position, its earnings and/or its outlook should they materialize. The occurrence of one or more of these risks could result in a decrease in the value of the Company’s shares, and investors could lose all or part of their investment.
The Group's various operating departments, as well as support functions both in and outside France, identify and assess risk along with the related risk management procedures on an ongoing basis. Reports are regularly submitted to the Executive Committee, the Audit & Risk Committee and the Board of Directors. They help to prepare and update the risk map described in section 4.3 – Internal control and risk management procedures, on pages 4.3 of this Universal Registration Document.
The Group has also taken out various insurance policies, as described in further detail in section 4.4 – Insurance, on pages 4.4 of this Universal Registration Document. The Group's insurance strategy is to best protect the Group's employees and assets against the occurrence of identified major insurable risks that may affect it.
In any event, other risks that Bureau Veritas does not consider to be specific to its businesses as they generally also concern other issuers in varying degrees, regardless of their activities, such as risks related to the climate (presented in further detail in section 2.2.2 – Climate change, on pages 2.2.2 of this Universal Registration Document), international economic sanctions or exchange rate fluctuations, could also have an adverse impact on the Group, its businesses, its financial position, its earnings and/or its outlook. Other risks may exist or may come to exist that are not known by the Group at the date of this Universal Registration Document or that are presented in other sections of the Universal Registration Document and considered at that date unlikely to have a significant adverse impact on the Group, its businesses, its financial position, its earnings or its outlook should they materialize.
In 2024, the Group updated its risk mapping and reviewed the process described in section 4.3 – Internal control and risk management procedures, on pages 4.3 of this Universal Registration Document. The results of these 2024 reviews showed that: the eight risks, already presented in the 2023 Universal Registration Document continue to be risk factors for the Group.
- ●risks related to the Group's operations and activities;
- ●risks related to human capital;
- ●risks related to acquisitions.
Risks are classified by importance within their category, based on their probability of occurrence and their potential impact on the Group. This classification is determined by the Company and may change based on various factors such as external events or internal adjustments.
The methods used by the Group to monitor and manage these risks are described in section 4.3 – Internal control and risk management procedures, on pages 4.3 of this Universal Registration Document.
- ●probability of occurrence;
- ●impact (both of which consider risk prevention or mitigation measures); and
- ●the margin for improvement in managing the risk, i.e., the extent to which risk management can be enhanced by improving existing measures, or by deploying additional measures.
The table below presents the results of this net criticality assessment. Each of the risk factors shown is ranked “low”, “medium” or “high” on the risk scale.
|
|
Low |
Medium |
High |
---|---|---|---|---|
|
Net criticality |
● |
●● |
●●● |
|
|
|
|
|
4.1 |
Risk factors |
Net criticality |
||
4.1.1 |
Risks related to the Group's operations and activities |
|
|
|
|
Cybersecurity risk [ESG] |
|
|
●●● |
|
Legal risk related to changing regulations |
|
|
●● |
|
Ethics risk [ESG] |
|
|
●● |
|
Risk related to litigation or pre-litigation proceedings |
|
|
●● |
|
Risk related to the production of forged certificates |
|
|
● |
|
Risk related to the non-renewal, suspension or loss of certain authorizations |
|
|
● |
4.1.2 |
Human risks |
|
|
|
|
Risks related to human capital [ESG] |
|
|
●●● |
4.1.3 |
Risks related to acquisitions |
|
|
|
|
Risk of impairment of intangible assets resulting from acquisitions |
|
● |
It has been established that events linked to geopolitical and economic circumstances do not alter Bureau Veritas’ risk classification in its risk mapping. Such events could, however, accelerate the frequency, or alter the impact, nature or criticality of some of these risks.
4.1.1Risks related to the Group's operations and activities
Cybersecurity risk [ESG]
Risk description |
Changes in the geopolitical and health environment over the past few years have increased pressure on all corporate IT systems, giving rise to new threats:
In addition, as part of its business, the Group collects and processes personal data. Within the European Economic Area (EEA), the Group is subject to Regulation (EU) No. 2016/679 of the European Parliament and of the Council on data protection (hereafter the "Regulation"). The Regulation requires a high level of transparency, particularly with regard to data subjects, and increases corporate accountability (elimination of upstream controls of processing tasks, obligation to document any decision made with regard to processing [accountability principle], obligation to report any breach to the competent supervisory authorities, etc.). The risks relating to data protection are described in detail in section 2.5.3 – Data protection, on pages 2.5.3 of this Universal Registration Document. Mindful of the acceleration in cybersecurity threats, the Group has stepped up its efforts to protect critical systems and infrastructures. It continually invests to guarantee the safety and integrity of its operations, and to reinforce safety and security. Cybersecurity risk is described in detail in Chapter 2, section 2.5 – Sector-specific sustainability topics, sub-section 2.5.2 – Cybersecurity, on pages 2.5.2 of this Universal Registration Document. |
Risk control and mitigation measures |
The risk control and mitigation measures implemented by Bureau Veritas with respect to cybersecurity include the following:
These measures are assessed (notably through simulated hacking attempts) and audited annually by independent firms. |
Potential impacts on the Group |
The potential impact of these risks on the Group would be:
Failure to comply with such regulations could result in criminal and/or financial penalties for the Group and harm its reputation. |
Changes in the risk in 2024 |
Key initiatives were launched and rolled out in 2024:
In 2025, the priority measures will be:
Despite the measures in place, there is no such thing as zero risk. The Group will continue to strengthen its preparedness to deal with cyber incidents and attacks. |
Legal risk related to changing regulations
Risk description |
The Group conducts its business in a heavily regulated environment, with regulations sometimes differing widely from one country to the next. Most of Bureau Veritas' business activities involve inspecting, testing or certifying its clients' compliance with all types of benchmarks and standards (derived from regulations or contracts). These regulatory frameworks are therefore at the heart of most of the Group's operating activities and directly determine its capacity to exercise its TIC activities. They also dictate the operating conditions in which the Group does business.
|
Risk control and mitigation measures |
The Group endeavors to monitor all of these changing regulations through its regulatory intelligence in order to anticipate, monitor and give its input to the competent authorities when new regulations are being drafted. As a member of national and international associations of the TIC profession, including the TIC Council (formerly the International Federation of Inspection Agencies - IFIA) and the International Association of Classification Societies (IACS), Bureau Veritas is able to keep informed of any such regulatory changes. |
Potential impacts on the Group |
Changes in regulations applicable to the Group's businesses may be either favorable or unfavorable. Stricter regulations or stricter enforcement of regulations can sometimes create new business opportunities. They are also likely to have operating impacts that could increase operating costs, limit the scope of activities (for example, in the event of real or perceived conflicts of interest), or hinder Bureau Veritas' development more generally. The main potential negative impacts are as follows:
|
Changes in the risk in 2024 |
The analysis carried out by Bureau Veritas as part of its TIC risk mapping exercise led it to consider:
|
Ethics risk [ESG]
Risk description |
The Bureau Veritas brand is that of a recognized world leader operating with unparalleled know-how, independence, objectivity and integrity for almost two centuries. These values are the foundation for trust, and trust is at the heart of Bureau Veritas' relations with its clients. Ethics has long been an "absolute" for the Group, which strives to enforce strict ethical values and principles in conducting its business
However, the risk of isolated acts in breach of these values and principles by Group personnel, agents or partners cannot be excluded. These include, for example, employee actions or failures to act in the face of corruption in order to secure personal gain, facilitate business development, avoid or settle disputes, or fast-track administrative decisions. They may also involve fraudulent acts, conflicts of interest, anti-competitive practices, or violations of international economic sanctions. In terms of ethical conduct, the main risk exposure for Bureau Veritas is the passive corruption of a Group employee during an audit carried out at a client's premises or at the premises of one of the client's suppliers. This risk increases when:
Failure to comply with independence or objectivity rules (which may or may not result from an act of passive corruption) is also considered a major risk for the Group. |
Risk control and mitigation measures |
Bureau Veritas' Executive Management team has a strong commitment to ethical values. The Group has set up a robust Compliance Program, which includes:
Any incidents of identified non-compliance with the Group's ethical standards are subject to disciplinary measures. These risk management procedures are audited every year. The Group's Compliance Program is described in further detail in section 4.3 – Internal control and risk management procedures, on pages 4.3, and in section 2.4.1 – Business conduct, on pages 2.4.1 of this Universal Registration Document. |
Potential impacts on the Group |
Group employees, executives or companies may be held liable for any failure to comply with ethical principles and standards. This risk is heightened by the number and variety of the commercial partners working with Bureau Veritas (intermediaries, partners and subcontractors) and by the fact that the Group does business in certain countries that are particularly well known for corruption risk. This situation could therefore lead to penalties – particularly financial penalties – and/or affect Bureau Veritas' reputation and image, and adversely impact its businesses, financial position, earnings and/or outlook. As well as legal and administrative penalties and reputational harm, failure to comply with the Group's ethical principles and standards could result in the loss of accreditations, approvals, delegations of authority, official recognition and more generally, of authorizations issued by public authorities or professional organizations. |
Changes in the risk in 2024 |
The ethics risk remains intrinsically the same from one year to the next. The degree of management improves as new and ever stricter procedures and controls are put in place. |
Risk related to litigation or pre-litigation proceedings
Risk description |
The Group is involved with respect to some of its activities in a large number of litigation or pre-litigation proceedings seeking to establish its professional liability in connection with services provided. As the Group operates in over 140 countries, these proceedings take place in a variety of legal and political systems, some of which are more unpredictable than others. In France for example, Bureau Veritas' Construction business sees significant claims due to the Spinetta Law of January 4, 1978 which establishes a presumption of liability. From a financial perspective, the Group's creditworthiness could encourage third parties to make unfounded claims against it. In addition, to put pressure on Bureau Veritas, some claimants readily initiate administrative or even criminal proceedings that are unfounded but can harm the Group's image. This is the case, for example, with procedures aimed at challenging the licenses granted to the Group. Accordingly, we cannot rule out that future claims against Bureau Veritas could have a material adverse effect on the Group's business, financial position, reputation, earnings or outlook. A detailed description of major legal proceedings to which the Group is a party is provided in section 4.5 – Legal, administrative and arbitration procedures and investigations, on pages 4.5 of this Universal Registration Document. |
Risk control and mitigation measures |
Bureau Veritas has implemented procedures aimed at preventing, monitoring and managing litigation. These procedures are described in section 4.3 – Internal control and risk management procedures, on pages 4.3 of this Universal Registration Document. The Group's legal experts work closely alongside its lawyers across the globe to manage these risks as effectively as possible. The Group also seeks to significantly insure itself against all financial consequences of claims asserting professional liability. Provisions may be set aside to cover expenses resulting from such proceedings. The amount recognized as a provision is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period. Details of total provisions for contract-related disputes are provided in section 6.6 – Notes to the consolidated financial statements, Note 27 – Provisions for liabilities and charges, on pages Note 27 of this Universal Registration Document. |
Potential impacts on the Group |
A substantial sentence handed down by a court in respect of an incident not insured by a pertinent insurance policy and not adequately provisioned for could have a significant adverse impact on the Group's consolidated financial statements. Moreover, multiple awards leading to substantial payouts from insurers under the Group's insurance policies could result in a sharp rise in insurance premiums due to the negative claims history. |
Changes in the risk in 2024 |
The Group's civil liability claims history remains stable, although there is no guarantee this trend will continue owing to the global economic, commercial, political and legal environment in which the Group operates. |
Risk related to the non-renewal, suspension or loss of certain authorizations
Risk description |
Bureau Veritas' business depends on a large number of accreditations, approvals, clearances, delegations, official recognition and more generally authorizations or licenses granted to numerous Group entities. These are issued at local, regional or global level by public authorities or professional organizations. These authorizations can be difficult to obtain, require specific organization and implementation, and are for a limited period only, and so must be continuously monitored and periodically renewed. For some of its businesses, membership of professional organizations is essential in order to be eligible for certain projects. This is the case for Government Services (part of the Agri-Food & Commodities business) and Marine & Offshore. Bureau Veritas takes great care to maintain, renew and even extend these authorizations. Authorizations may not be renewed, or may be suspended or lost in the following cases:
|
Risk control and mitigation measures |
Bureau Veritas has a specific organization responsible for managing its authorizations.
Additional information on these authorizations and their management is provided in section 1.6 – Accreditations, approvals and authorizations, on pages 1.6 and section 4.3 – Internal control and risk management procedures, on pages 4.3 of this Universal Registration Document. |
Potential impacts on the Group |
The non-renewal, suspension or loss of any of these authorizations and/or contracts could have a significant adverse effect on the Group's business, financial position, earnings or outlook. The same applies if the Group were to lose its membership of certain professional organizations. In Government Services, for example, the Group has around 30 contracts representing around €180 million in revenue. Most concern countries in Africa, Asia and the Middle East, and are subject to local administrative law.
|
Changes in the risk in 2024 |
The risk related to the non-renewal, suspension or loss of certain authorizations continues to remain low thanks to prevention measures rolled out by the Group. |
Risk related to the production of forged certificates
Risk description |
The Group's principal corporate purpose is to ensure that products, assets and systems comply with a given framework (mainly relating to quality, safety, the environment and social responsibility). As an independent body, Bureau Veritas issues compliance certificates. Certification is critical for companies, enabling them to sell products, access markets or strengthen their reputation. Due to the importance of these certifications, Bureau Veritas is exposed to the risk that its reports or certificates are falsified or tampered with, or that counterfeit reports or certificates are issued, infringing the Group's trademarks and/or copyright. The production of forged or counterfeit reports can result from employee conduct or, more commonly, external sources such as clients or other third parties. Such fraudulent behavior is often motivated by the desire to meet regulatory requirements. |
Risk control and mitigation measures |
The Group has taken robust measures to combat the counterfeiting and falsification of its certificates and reports, given the high associated risks:
Further, as part of the Group's ambitious LEAP | 28 strategy, the implementation of a "Group performance" program to optimize operating processes should strengthen the means of securing and controlling deliverables through increased use of global business solutions. |
Potential impacts on the Group |
Forged certificates could give rise to legal proceedings (civil and criminal), or threaten the Group's ability to maintain or renew authorizations essential to carrying on some of its businesses. Incidents could lead to the withdrawal of certain products from the market and/or affect the reputation of the Group and the TIC industry more generally. This could have a material adverse effect on Bureau Veritas' business, reputation and image, financial position, earnings and/or outlook. |
Changes in the risk in 2024 |
The risk of forged certificates or reports remains stable, even though developments in information technologies could make such counterfeits either easier to produce and/or harder to detect or identify, despite the Group's efforts in this regard. Accordingly, the Group stepped up the deployment of technologies aimed at protecting against forgery and improving the traceability of reports and certificates very significantly in order to provide protection for all of its businesses. These technologies notably allow end users to verify document authenticity and content accuracy online. |
4.2Other risks
Emerging risks
By definition, emerging risks are new, specific to Bureau Veritas, and potentially material in the long term. When the Group’s risk map was updated, emerging risks were identified and then reviewed with the CSR Department. Two risks are likely to have a material, but as yet unquantified, impact:
Social and environmental in-house activism
Individual expectations towards employer values and policies increase. Certain employees could have more radical attitudes when their expectations are not fulfilled. They could express their disagreement by refusing to provide a service to a client with intensive CO2 emissions or refuse to deliver a service to a client requiring travelling by plane. These situations can negatively impact Bureau Veritas whose business-to-business services rely on employee engagement and a high quality of service. The first mitigation action is to provide each employee with an extensive view of Bureau Veritas’ engagement for sustainability. The second action is to identify such employee preferences and to avoid exposing them to sectors they do not want to work with or to transportation modes they dislike.
Retirement of aging population
In the most advanced countries’ aging populations may accelerate their retirement, taking away their expertise and experience. This situation may have significant impacts on technical service companies like Bureau Veritas. To maintain its level of expertise, Bureau Veritas needs to first identify where such situations could happen and then to accelerate the transmission of the expertise to the younger generations. The mitigation actions are to identify where lack of expertise can be critical and to put in place adequate training programs to transmit aging employees’ expertise to younger generations.
For further information on risks that are not covered by those described in section 4.1 – Risk factors, on pages 4.1 of this Universal Registration Document, see section 2.1.2.5 – Risk management and internal control of sustainability information, sub-section "Other risks", on page 2.1.2.5 of this Universal Registration Document.
4.3Internal control and risk management procedures
4.3.1General internal control and risk management principles
Internal control framework and general principles
Bureau Veritas has adopted the general principles of the AMF's Reference Framework to assess its internal control and identify areas for improvement.
In accordance with this Reference Framework, two annual self-assessment questionnaires are used at central level by the Internal Audit department:
- ●the first questionnaire covers the basic principles of internal control; and
- ●the second focuses on financial and accounting internal control.
This system is assessed by the Internal Audit department in its audits. External auditors also review the system.
As a living framework, internal control is constantly improving, but it cannot provide absolute assurance that all risks have been eliminated. Since 2022, regular checks have been introduced in each subsidiary using a central tool. This ensures that all financial controls are properly documented and executed.
Risk management framework and general principles
The Group's risk management policy is focused on ensuring that the operating entities meet their contractual obligations in a competent and professional manner. The main aim is to prevent professional civil liability claims in the event of an incident involving a product, system or installation in respect of which a Group entity has provided services.
4.4Insurance
Amid a gradual stabilization of the insurance market, Bureau Veritas is maintaining its insurance coverage.
4.4.1Group policy on insurance
The Group's policy is to take out insurance policies that cover all its subsidiaries throughout the world. Insurance programs are centralized to achieve an appropriate match between the risks transferred and the coverage purchased. This maximizes economies of scale, while taking into account the specific characteristics of the Group's businesses and contractual or legal constraints.
The optimization of coverage and risk transfer costs is also based on the results of the risk map, as well as on the guarantees and capacity available on the insurance market.
To this end, the Group has taken out various global and centralized insurance policies placed via specialized insurance brokers with leading insurers such as Allianz Global Corporate & Specialty (AGCS), MSIG Insurance Europe AG, Chubb, QBE, AIG, MSAmlin, Zurich, RSA and Berkshire. All insurers selected by the Group have a minimum S&P rating of A-.
4.5Legal, administrative and arbitration procedures and investigations
In the ordinary course of business, Bureau Veritas is involved with respect to its activities in a large number of legal proceedings seeking to establish its professional liability.
Although careful attention is paid to managing risks and the quality of services provided, some proceedings may result in adverse financial sentences. In such cases, provisions may be set aside to cover the resulting expenses. The amount recognized as a provision corresponds to the best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The costs the Group ultimately incurs may exceed the amounts set aside to such provisions due to a variety of factors such as the uncertain nature of the outcome of the disputes. The provisions for claims and disputes booked by the Group are presented in Note 27, section 6.6 – Notes to the consolidated financial statements, on pages Note 27 of this Universal Registration Document.
At the date of this Universal Registration Document, there are no legal, administrative, government and arbitration procedures and investigations (including any proceedings of which the Company is aware that are pending or with which the Group is threatened) that could have, or have had over the last 12 months, a material impact on the Group's financial position or profitability.
4.6Tax contingencies and positions
Bureau Veritas SA and certain Group subsidiaries are currently being audited or have received proposed tax adjustments that have led to discussions with the competent local authorities. Discussions are currently at the litigation or pre-litigation stage.
Given the current status of the pending matters and based on the information available to date, the Group believes that the tax contingencies and positions reported in its consolidated financial statements in respect of these risks, audits and adjustments are appropriate.
The provisions for tax disputes relating to taxes other than income taxes (IAS 12) are included in the provisions for claims and disputes booked by the Group (see above in section 4.5 – Legal, administrative and arbitration procedures and investigations, on page 4.5 of this Universal Registration Document).
5.12024 highlights
5.1.12024 financial targets exceeded on all metrics
5.1.1.1Double-digit organic revenue growth in the full year
Group revenue in 2024 increased by 10.2% organically compared to 2023, including 9.6% in the fourth quarter, benefiting from robust market underlying trends across businesses and geographies.
5.1.1.2Improvement in adjusted operating margin at constant exchange rates
The Group delivered an adjusted operating margin of 16.0%, up 38 basis points at constant currency and up 11 basis points on a reported basis compared to 2023.
5.1.1.3Strong cash flow, with a cash conversion(1) above 90%
5.2Business review and results
(€ millions) |
2024 |
2023 |
Change |
---|---|---|---|
Revenue |
6,240.9 |
5,867.8 |
+6.4% |
Service costs rebilled to clients |
203.4 |
191.7 |
+6.1% |
Revenue and service costs rebilled to clients |
6,444.3 |
6,059.5 |
+6.3% |
Purchases and external charges |
(1,943.2) |
(1,642.3) |
+6.0% |
Personnel costs |
(3,264.9) |
(3,061.8) |
+6.6% |
Other expenses |
(302.8) |
(339.3) |
(10.8)% |
Operating profit |
933.4 |
824.4 |
+13.2% |
Share of profit of equity-accounted companies |
(0.8) |
0.7 |
n.s. |
Net financial expense |
(69.6) |
(68.5) |
+1.6% |
Profit before income tax |
863.0 |
756.6 |
+14.1% |
Income tax expense |
(273.8) |
(240.7) |
+13.8% |
Net profit |
589.2 |
515.9 |
+14.2% |
Non-controlling interests on adjustment items |
(19.8) |
(12.2) |
n.s. |
Attributable net profit |
569.4 |
503.7 |
+13.0% |
5.2.1Revenue
5.3Cash flows and sources of financing
5.3.1Cash flows
(€ millions) |
2024 |
2023 |
---|---|---|
Profit before income tax |
863.0 |
756.6 |
Elimination of cash flows from financing and investing activities |
53.2 |
30.8 |
Provisions and other non-cash items |
24.6 |
35.7 |
Depreciation, amortization and impairment |
283.7 |
291.5 |
Movements in working capital requirement attributable to operations |
60.8 |
(53.6) |
Income tax paid |
(280.5) |
(241.3) |
Net cash generated from operating activities |
1,004.8 |
819.7 |
Acquisitions of subsidiaries |
(313.9) |
(58.9) |
Impact of sales of subsidiaries and businesses |
105.4 |
17.5 |
Purchases of property, plant and equipment and intangible assets |
(145.9) |
(157.6) |
Proceeds from sales of property, plant and equipment and intangible assets |
6.1 |
14.1 |
Purchases of non-current financial assets |
(8.2) |
(11.7) |
Proceeds from sales of non-current financial assets |
8.7 |
5.8 |
Change in loans and advances granted |
- |
2.8 |
Net cash used in investing activities |
(347.8) |
(188.0) |
Capital increase |
18.1 |
5.7 |
Purchases/sales of treasury shares |
(191.8) |
(1.9) |
Dividends paid |
(406.9) |
(396.3) |
Increase in borrowings and other financial debt |
1,000.4 |
0.9 |
Repayment of borrowings and other financial debt |
(800.1) |
(500.4) |
Repayment of amounts owed to shareholders |
(58.3) |
(29.6) |
Repayment of lease liabilities and interest |
(149.9) |
(141.9) |
Interest paid |
(21.7) |
(17.1) |
Net cash used in financing activities |
(610.2) |
(1,080.6) |
Impact of currency translation differences |
(12.7) |
(36.7) |
Cash and cash equivalents classified as assets held for sale |
(3.6) |
- |
Net increase/(decrease) in cash and cash equivalents |
30.5 |
(485.6) |
Net cash and cash equivalents at beginning of the period |
1,170.1 |
1,655.7 |
Net cash and cash equivalents at end of the period |
1,200.6 |
1,170.1 |
of which cash and cash equivalents |
1,204.2 |
1,173.9 |
of which bank overdrafts |
(3.6) |
(3.8) |
Net cash generated from operating activities
Net cash generated from operating activities increased 22.6% to €1,004.8 million in 2024 from €819.7 million in 2023. This was due to more favorable movements in working capital requirement (WCR), representing a positive €60.8 million impact versus a negative €53.6 million impact in 2023, despite strong revenue growth in the fourth quarter (up 9.6% on an organic basis).
Working capital requirement (WCR) stood at €293.0 million at December 31, 2024, compared to €379.8 million at December 31, 2023. As a percentage of revenue, WCR fell by 180 basis points to a record low of 4.7%, from 6.5% at end-2023.This demonstrates the organization's continued focus on cash metrics as part of its “Move For Cash” program. “Move For Cash” has optimized the "billing to collection" process, speeding up billing and debt collection procedures throughout the Group.
Change in net cash generated from operating activities
(€ millions) |
|
---|---|
Net cash generated from operating activities at December 31, 2023 |
819.7 |
Organic change |
211.6 |
Organic net cash generated from operating activities |
1,031.3 |
Scope |
9.4 |
Net cash generated from operating activities at constant currency |
1,040.7 |
Currency |
(35.9) |
Net cash generated from operating activities at December 31, 2024 |
1,004.8 |
(€ millions) |
2024 |
2023 |
---|---|---|
Net cash generated from operating activities |
1,004.8 |
819.7 |
Purchases of property, plant and equipment and intangible assets |
(145.9) |
(157.6) |
Proceeds from disposals of property, plant and equipment and intangible assets |
6.1 |
14.1 |
Interest paid |
(21.7) |
(17.1) |
Free cash flow |
843.3 |
659.1 |
Free cash flow (net cash flow generated from operating activities after tax, interest expense and purchases of property, plant and equipment and intangible assets net of disposals) was €843.3 million in 2024, up 27.9% on 2023 (€659.1 million). Free cash flow was up by 32.4% at constant exchange rates, and by 31.2% on an organic basis over the year.
Change in free cash flow
Purchases of property, plant and equipment and intangible assets
The Group’s Inspection and Certification activities are fairly non-capital intensive. However, laboratory testing and analysis require investment in equipment. This concerns the Consumer Products Services and Agri-Food & Commodities businesses for which certain customs inspection activities (Government services) require scanning equipment and information systems.
Purchases of property, plant and equipment and intangible assets, net of disposals (Net Capex), amounted to €139.8 million in 2024, down 2.6% from €143.5 million in 2023. This demonstrates disciplined control, with the Group's capex-to-revenue ratio at 2.2%, down 20 basis points on 2023.
Interest paid
Interest paid increased to €21.7 million from €17.1 million in 2023. The increase in interest paid is mainly due to the difference in the coupon on the bond redeemed in September 2023 and the coupon on the bond issued in May 2024.
Net cash used in investing activities
Net cash used in investing activities reflects the Group’s acquisition-led growth. The breakdown of acquisitions made by the Group can be presented as follows:
(€ millions) |
2024 |
2023 |
---|---|---|
Purchase price of acquisitions |
(317.6) |
(69.8) |
Remeasurement of securities at fair value (step acquisition) |
- |
- |
Cash and cash equivalents of acquired companies |
21.7 |
8.0 |
Purchase price outstanding at December 31 in respect of acquisitions in the period |
17.4 |
23.0 |
Equity-settled payments |
- |
- |
Purchase price paid in relation to acquisitions in prior periods |
(21.7) |
(15.8) |
Impact of acquisitions on cash and cash equivalents |
(300.2) |
(54.6) |
Acquisition fees |
(13.7) |
(4.3) |
Acquisitions of subsidiaries |
(313.9) |
(58.9) |
Acquisitions and disposals of companies
The Group carried out 10 acquisitions in 2024. A brief description of the acquisitions made is included in section 5.1 – 2024 highlights, and in Note 12 to the consolidated financial statements, included in section 6.6 of this Universal Registration Document.
The net financial impact resulting from acquisitions was €313.9 million. This reflects payments in connection with the transactions and payments due to earn-out provisions related to prior-year acquisitions.
Net cash used in financing activities
Capital transactions (capital increases/reductions and share buybacks)
Capital transactions (capital increase and acquisitions/disposals of treasury stock) primarily reflect the share buybacks carried out during the year as part of the LEAP | 28 strategy, net of free shares issued and the impact of the liquidity agreement. These transactions represented a net outflow of €173.7 million in 2024.
Dividends
In 2024, the Group paid out €406.9 million in dividends, including €371.9 million paid by Bureau Veritas SA to its shareholders in respect of 2024 (dividend of €0.83 per share, payable in cash).
Financial debt
Gross financial debt on the statement of financial position increased by €320.0 million at December 31, 2024 compared with end-2023, mainly due to two bond issues in May and November 2024 each for €500 million, partially offset by the early redemption of four US Private Placement programs for USD 755 million in December 2024. The €500 million May 2024 bond was issued to refinance ahead of term the €500 million bond program maturing in January 2025.
The increase in adjusted net financial debt of €290.1 million (including the impact of debt of acquired companies) versus December 31, 2023 (€936.2 million) reflects:
- ●free cash flow of €843.3 million;
- ●dividend payments totaling €406.9 million corresponding mainly to dividends paid to non-controlling interests and withholding taxes on intra-group dividends;
- ●a net share buyback of €173.7 million as part of the Group's LEAP | 28 strategy;
- ●acquisitions (net) and repayment of amounts owed to shareholders, accounting for €266.8 million;
- ●repayments of lease liabilities and interest (related to the application of IFRS 16) for €149.9 million;
- ●other items that increased the Group's debt by €15.8 million (including foreign exchange rates).
5.4Events after the end of the reporting period
Events after the reporting period are presented in Note 37 to the consolidated financial statements – Events after the end of the reporting period, included in section 6.6 of this Universal Registration Document. In addition:
- ●On January 6, 2025, the Group redeemed €500 million worth of bonds at maturity.
- ●Under the agreement entered into in October 2024 regarding the sale of its Food testing business to Mérieux Nutrisciences, the Group finalized the sale of this business in Japan, South-East Asia and Africa in January 2025. The sale of the Food testing businesses in other geographic areas is in progress in accordance with the provisional schedule and is expected to be finalized in the first half of 2025.
- ●Aligned with its LEAP | 28 strategy to expand its leadership in the Buildings & Infrastructure market, on January 20, 2025 Bureau Veritas announced that it has signed an agreement to acquire Contec AQS and its two owned subsidiaries Exenet and PMPI. These Italian brands cover construction, infrastructure and Health, Safety & Environment (HSE) domains for public authorities, infrastructure operators, and private manufacturing companies. The company employs c. 190 highly skilled experts and generated revenue of c. EUR 30 million in 2024.
5.52025 outlook
Building on a strong 2024 momentum, a robust opportunities pipeline, a solid backlog, and a strong underlying market growth, and in line with the LEAP | 28 financial ambitions, Bureau Veritas expects to deliver for the full year 2025:
- ●Mid-to-high single-digit organic revenue growth,
- ●Improvement in adjusted operating margin at constant exchange rates,
- ●Strong cash flow, with a cash conversion(8) above 90%.
5.6Definition of alternative performance indicators and reconciliation with IFRS
The management process used by Bureau Veritas is based on a series of alternative performance indicators, as presented below. These indicators were defined for the purposes of preparing the Group's budgets and internal and external reporting. Bureau Veritas considers that these indicators provide additional useful information to financial statement users, enabling them to better understand the Group's performance, especially its operating performance. Some of these indicators represent benchmarks in the testing, inspection and certification ("TIC") business and are commonly used and tracked by the financial community. These alternative performance indicators should be seen as a complement to IFRS-compliant indicators and the resulting changes.
5.6.1Growth
Total revenue growth
The total revenue growth percentage measures changes in consolidated revenue between the previous year and the current year. Total revenue growth has three components:
- ●Organic growth;
- ●Impact of changes in the scope of consolidation (scope effect);
- ●Impact of changes in exchange rates (currency effect).
These components are presented in section 5.2.1 – Revenue, of this Universal Registration Document. Details of changes in revenue, at Group level and for each business, are provided in section 5.2.8 – Results by business, of this document.
Organic growth
The Group internally monitors and publishes "organic" revenue growth, which it considers to be more representative of the Group's operating performance in each of its business sectors.
The main measure used to manage and track consolidated revenue growth is like-for-like, or organic growth. Determining organic growth enables the Group to monitor trends in its business excluding the impact of currency fluctuations, which are outside of Bureau Veritas' control, as well as scope effects, which concern new businesses or businesses that no longer form part of the business portfolio. Organic growth is used to monitor the Group's performance internally.
Bureau Veritas considers that organic growth provides management and investors with a more comprehensive understanding of its underlying operating performance and current business trends, excluding the impact of acquisitions, divestments (outright divestments as well as the unplanned suspension of operations – in the event of international sanctions, for example) and changes in exchange rates for businesses exposed to foreign exchange volatility, which can mask underlying trends.
The Group also considers that separately presenting organic revenue generated by its businesses provides management and investors with useful information on trends in its industrial businesses, and enables a more direct comparison with other companies in its industry.
Organic revenue growth represents the percentage of revenue growth, presented at Group level and for each business, based on constant scope of consolidation and exchange rates over comparable periods:
- ●Constant scope of consolidation: data are restated for the impact of changes in the scope of consolidation over a 12-month period;
- ●Constant exchange rates: data for the current year are restated using exchange rates for the previous year.
Scope effect
To establish a meaningful comparison between reporting periods, the impact of changes in the scope of consolidation is determined:
- ●For acquisitions carried out in the current year: by deducting from revenue for the current year revenue generated by the acquired businesses in the current year;
- ●For acquisitions carried out in the previous year: by deducting from revenue for the current year revenue generated by the acquired businesses in the months in the previous year in which they were not consolidated;
- ●For disposals and divestments carried out in the current year: by deducting from revenue for the previous year revenue generated by the disposed and divested businesses in the previous year in the months of the current year in which they were not part of the Group;
- ●For disposals and divestments carried out in the previous year: by deducting from revenue for the previous year revenue generated by the disposed and divested businesses in the previous year prior to their disposal/divestment.
Currency effect
5.8Material contracts
In light of the nature of its business, as of the date of this Universal Registration Document, the Company has not entered into any material contracts other than those entered into in the ordinary course of business, with the exception of the borrowings described in section 5.3.2 – Financing, of this Universal Registration Document.
6.1Consolidated income statement
(€ millions) |
Notes |
2024 |
2023 |
---|---|---|---|
Revenue |
7 |
6,240.9 |
5,867.8 |
Service costs rebilled to clients |
|
203.4 |
191.7 |
Revenue and service costs rebilled to clients |
|
6,444.3 |
6,059.5 |
Purchases and external charges |
8 |
(1,943.2) |
(1,834.0) |
Personnel costs |
8 |
(3,264.9) |
(3,061.8) |
Taxes other than on income |
|
(41.2) |
(48.9) |
Net (additions to)/reversals of provisions |
8 |
(23.0) |
(22.4) |
Depreciation, amortization and impairment |
13/14/15 |
(283.7) |
(291.5) |
Other operating income and expense, net |
8 |
45.1 |
23.5 |
Operating profit |
7 |
933.4 |
824.4 |
Share of profit of equity-accounted companies |
|
(0.8) |
0.7 |
Operating profit after share of profit of equity-accounted companies |
|
932.6 |
825.1 |
Income from cash and cash equivalents |
|
46.0 |
45.0 |
Finance costs, gross |
|
(96.7) |
(91.0) |
Finance costs, net |
|
(50.7) |
(46.0) |
Other financial income and expense, net |
9 |
(18.9) |
(22.5) |
Net financial income |
|
(69.6) |
(68.5) |
Profit before income tax |
|
863.0 |
756.6 |
Income tax expense |
10 |
(273.8) |
(240.7) |
Net profit |
|
589.2 |
515.9 |
Non-controlling interests |
|
19.8 |
12.2 |
Attributable net profit |
|
569.4 |
503.7 |
Earnings per share (in euros) |
|
|
|
Net profit |
30 |
1.27 |
1.11 |
Diluted earnings per share |
30 |
1.25 |
1.10 |
6.2Consolidated statement of comprehensive income
(€ millions) |
Notes |
2024 |
2023 |
---|---|---|---|
Net profit |
|
589.2 |
515.9 |
Other comprehensive income |
|
|
|
Items to be reclassified to profit |
|
|
|
Currency translation differences(1) |
|
9.9 |
(95.2) |
Tax effect on items to be reclassified to profit |
10 |
- |
- |
Total items to be reclassified to profit |
|
9.9 |
(95.2) |
Items not to be reclassified to profit |
|
|
|
Actuarial gains/(losses)(2) |
26 |
1.6 |
(9.5) |
Tax effect on items not to be reclassified to profit |
10 |
(0.6) |
2.1 |
Total items not to be reclassified to profit |
|
1.0 |
(7.4) |
Total other comprehensive income, after tax |
|
10.9 |
(102.6) |
Total comprehensive income |
|
600.1 |
413.3 |
Attributable to: |
|
|
|
owners of the Company |
|
582.3 |
399.3 |
non-controlling interests |
|
17.8 |
14.0 |
|
6.3Consolidated statement of financial position
(€ millions) |
Notes |
December 2024 |
December 2023 |
---|---|---|---|
Goodwill |
11 |
2,313.0 |
2,127.4 |
Intangible assets |
13 |
464.4 |
360.0 |
Property, plant and equipment |
14 |
401.9 |
389.0 |
Right-of-use assets |
15 |
409.6 |
391.5 |
Non-current financial assets |
17 |
100.2 |
108.9 |
Deferred income tax assets |
16 |
131.9 |
136.6 |
Total non-current assets |
|
3,821.0 |
3,513.4 |
Trade and other receivables |
19 |
1,644.9 |
1,584.5 |
Contract assets |
20 |
309.7 |
325.9 |
Current income tax assets |
|
46.6 |
33.5 |
Derivative financial instruments |
18 |
5.4 |
4.1 |
Other current financial assets |
17 |
11.3 |
9.1 |
Cash and cash equivalents |
21 |
1,204.2 |
1,173.9 |
Total current assets |
|
3,222.1 |
3,131.0 |
Assets held for sale |
34 |
151.8 |
- |
Total assets |
|
7,194.9 |
6,644.4 |
Share capital |
22 |
54.5 |
54.5 |
Retained earnings and other reserves |
|
1,917.2 |
1,881.6 |
Equity attributable to owners of the Company |
|
1,971.7 |
1,936.1 |
Non-controlling interests |
|
64.1 |
57.7 |
Total equity |
|
2,035.8 |
1,993.8 |
Non-current borrowings and financial debt |
24 |
1,896.5 |
2,079.7 |
Non-current lease liabilities |
15 |
328.0 |
319.7 |
Other non-current financial liabilities |
25 |
66.3 |
73.7 |
Deferred income tax liabilities |
16 |
102.6 |
85.0 |
Pension plans and other long-term employee benefits |
26 |
148.8 |
147.2 |
Provisions for liabilities and charges |
27 |
77.5 |
72.2 |
Total non-current liabilities |
|
2,619.7 |
2,777.5 |
Trade and other payables |
28 |
1,392.5 |
1,273.4 |
Contract liabilities |
20 |
269.1 |
257.2 |
Current income tax liabilities |
|
104.9 |
98.5 |
Current borrowings and financial debt |
24 |
534.4 |
31.2 |
Current lease liabilities |
15 |
114.3 |
107.5 |
Derivative financial instruments |
18 |
5.0 |
3.3 |
Other current financial liabilities |
25 |
85.4 |
102.0 |
Total current liabilities |
|
2,505.6 |
1,873.1 |
Liabilities held for sale |
34 |
33.8 |
- |
Total equity and liabilities |
|
7,194.9 |
6,644.4 |
6.4Consolidated statement of changes in equity
(€ millions) |
Share capital |
Share premium |
Currency translation reserves |
Other reserves |
Total equity |
Attributable to owners of the Company |
Attributable to non-controlling interests |
---|---|---|---|---|---|---|---|
At December 31, 2022 |
54.3 |
212.2 |
(304.7) |
1,966.2 |
1,928.0 |
1,862.1 |
65.9 |
Capital increase |
0.2 |
5.6 |
- |
(0.1) |
5.7 |
5.7 |
- |
IFRS 2 expense – stock option and performance share plans |
- |
- |
- |
25.9 |
25.9 |
25.9 |
- |
Dividends paid |
- |
- |
- |
(372.1) |
(372.1) |
(349.2) |
(22.9) |
Treasury share transactions |
- |
- |
- |
(2.0) |
(2.0) |
(2.0) |
- |
Transactions in non-controlling interests |
- |
- |
- |
(0.5) |
(0.5) |
(0.5) |
- |
Other movements(1) |
- |
- |
- |
(4.5) |
(4.5) |
(5.2) |
0.7 |
Total transactions with owners |
0.2 |
5.6 |
- |
(353.3) |
(347.5) |
(325.3) |
(22.2) |
Net profit |
- |
- |
- |
515.9 |
515.9 |
503.7 |
12.2 |
Other comprehensive income |
- |
- |
(95.2) |
(7.4) |
(102.6) |
(104.4) |
1.8 |
Total comprehensive income |
- |
- |
(95.2) |
508.5 |
413.3 |
399.3 |
14.0 |
At December 31, 2023 |
54.5 |
217.8 |
(399.9) |
2,121.4 |
1,993.8 |
1,936.1 |
57.7 |
Capital increase |
0.1 |
18.8 |
- |
- |
18.9 |
18.9 |
- |
Capital reduction |
(0.1) |
(23.9) |
- |
- |
(24.0) |
(24.0) |
- |
IFRS 2 expense – stock option and performance share plans |
- |
- |
- |
25.4 |
25.4 |
25.4 |
- |
Dividends paid |
- |
- |
- |
(389.8) |
(389.8) |
(371.9) |
(17.9) |
Treasury share transactions |
- |
- |
- |
(167.8) |
(167.8) |
(167.8) |
- |
Additions to the scope of consolidation |
- |
- |
- |
8.9 |
8.9 |
- |
8.9 |
Transactions in non-controlling interests |
- |
- |
- |
- |
- |
0.5 |
(0.5) |
Other movements(1) |
- |
- |
- |
(29.7) |
(29.7) |
(27.8) |
(1.9) |
Total transactions with owners |
- |
(5.1) |
- |
(553.0) |
(558.1) |
(546.7) |
(11.4) |
Net profit |
- |
- |
- |
589.2 |
589.2 |
569.4 |
19.8 |
Other comprehensive income |
- |
- |
9.9 |
1.0 |
10.9 |
12.9 |
(2.0) |
Total comprehensive income |
- |
- |
9.9 |
590.2 |
600.1 |
582.3 |
17.8 |
At December 31, 2024 |
54.5 |
212.7 |
(390.0) |
2,158.6 |
2,035.8 |
1,971.7 |
64.1 |
|
6.5Consolidated statement of cash flows
(€ millions) |
Notes |
December 2024 |
December 2023 |
---|---|---|---|
Profit before income tax |
|
863.0 |
756.6 |
Elimination of cash flows from financing and investing activities |
|
53.2 |
30.8 |
Provisions and other non-cash items |
|
24.6 |
35.7 |
Depreciation, amortization and impairment |
13/14/15 |
283.7 |
291.5 |
Movements in working capital attributable to operations |
29 |
60.8 |
(53.6) |
Income tax paid |
|
(280.5) |
(241.3) |
Net cash generated from operating activities |
|
1,004.8 |
819.7 |
Acquisitions of subsidiaries, net of cash acquired |
12 |
(313.9) |
(58.9) |
Impact of sales of subsidiaries and businesses, net of cash disposed |
12 |
105.4 |
17.5 |
Purchases of property, plant and equipment and intangible assets |
|
(145.9) |
(157.6) |
Proceeds from sales of property, plant and equipment and intangible assets |
|
6.1 |
14.1 |
Purchases of non-current financial assets |
|
(8.2) |
(11.7) |
Proceeds from sales of non-current financial assets |
|
8.7 |
5.8 |
Change in loans and advances granted |
|
- |
2.8 |
Net cash used in investing activities |
|
(347.8) |
(188.0) |
Capital increase |
22 |
18.1 |
5.7 |
Purchases/sales of treasury shares |
|
(191.8) |
(1.9) |
Dividends paid |
|
(406.9) |
(396.3) |
Increase in borrowings and other financial debt |
24 |
1,000.4 |
0.9 |
Repayment of borrowings and other financial debt |
24 |
(800.1) |
(500.4) |
Repayment of debts and transactions with shareholders |
12 |
(58.3) |
(29.6) |
Repayment of lease liabilities and interest |
15 |
(149.9) |
(141.9) |
Interest paid |
|
(21.7) |
(17.1) |
Net cash used in financing activities |
|
(610.2) |
(1,080.6) |
Impact of currency translation differences |
|
(12.7) |
(36.7) |
Cash and cash equivalents classified as held for sale |
|
(3.6) |
- |
Net increase/(decrease) in cash and cash equivalents |
|
30.5 |
(485.6) |
Net cash and cash equivalents at beginning of year |
|
1,170.1 |
1,655.7 |
Net cash and cash equivalents at end of year |
|
1,200.6 |
1,170.1 |
of which cash and cash equivalents |
21 |
1,204.2 |
1,173.9 |
of which bank overdrafts |
24 |
(3.6) |
(3.8) |
6.6Notes to the consolidated financial statements
Note 1General information
Bureau Veritas SA (the “Company”) and all of its subsidiaries make up the Bureau Veritas Group (“Bureau Veritas” or the “Group”).
Since it was formed in 1828, Bureau Veritas has developed recognized expertise for helping its clients to comply with standards and/or regulations on quality, health and safety, security, the environment and social responsibility. The Group specializes in inspecting, testing, auditing and certifying the products, assets and management systems of its clients in relation to regulatory or self-imposed standards, and subsequently issues compliance reports.
Bureau Veritas SA is a limited company (société anonyme) under French law with a Board of Directors, and is subject to the provisions of Book II of the French Commercial Code (Code de commerce) applicable to commercial companies and to any other legal or regulatory provisions applicable to commercial companies and to its by-laws.
The address of its registered office is Immeuble Newtime, 40/52 Boulevard du Parc, 92200 Neuilly-sur-Seine, France. It is registered with the Nanterre Trade and Companies Registry (Registre du commerce et des sociétés) under number 775 690 621. Its main business (APE Code 7120B) concerns technical analyses, testing and inspections. The Company’s Legal Entity Identifier (LEI) is 969500TPU5T3HA5D1F11.
The Company was incorporated on April 2 and 9, 1868 by Maître Delaunay, notary in Paris, France. Its incorporation will expire, unless wound up or extended by an Extraordinary Shareholders’ Meeting in accordance with the law and the Company’s by-laws, on December 31, 2080.
6.7Statutory Auditors’ report on the consolidated financial statements
This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English speaking readers. This report includes information specifically required by European regulations or French law, such as information about the appointment of Statutory Auditors. 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 Shareholders’ Meeting, we have audited the accompanying consolidated financial statements of Bureau Veritas for the year ended December 31, 2024.
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 at December 31, 2024 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.
6.8Bureau Veritas SA statutory financial statements
Balance sheet at December 31
(€ thousands) |
Notes |
Gross value |
Depr., amort. and impairment |
Dec. 31, 2024 net |
Dec. 31, 2023 net |
---|---|---|---|---|---|
Intangible assets |
1 |
1,301 |
(1,227) |
74 |
8 |
Tangible assets |
1 |
17,253 |
(12,558) |
4,695 |
4,473 |
Long-term investments |
1 |
3,353,402 |
(20,088) |
3,333,314 |
2,324,900 |
Total non-current assets |
|
3,371,956 |
(33,873) |
3,338,083 |
2,329,380 |
Work-in-progress |
|
12,435 |
- |
12,435 |
6,679 |
Trade receivables |
4 |
255,010 |
(3,264) |
251,746 |
131,617 |
Other receivables |
4 |
1,469,760 |
(40,833) |
1,428,927 |
1,495,302 |
Marketable securities |
4 |
320,098 |
- |
320,098 |
412,897 |
Treasury shares |
|
17,581 |
- |
17,581 |
80 |
Cash at bank and on hand |
|
410,235 |
- |
410,235 |
502,023 |
Total current assets |
|
2,485,119 |
(44,097) |
2,441,022 |
2,548,598 |
Accrual accounts |
|
|
|
|
|
Prepaid expenses |
4 |
3,296 |
- |
3,296 |
3,600 |
Unrealized currency translation losses |
|
2,938 |
- |
2,938 |
3,184 |
Bond redemption premiums |
4 |
8,397 |
- |
8,397 |
1,281 |
Total assets |
|
|
|
5,793,736 |
4,886,044 |
Share capital |
|
|
|
54,469 |
54,465 |
Share premiums |
|
|
|
211,126 |
216,202 |
Reserves and retained earnings |
|
|
|
1,310,154 |
1,316,206 |
Net profit |
|
|
|
360,384 |
365,664 |
Regulated provisions |
|
|
|
846 |
846 |
Total equity |
3 |
|
|
1,936,979 |
1,953,382 |
Provisions for liabilities and charges |
5 |
|
|
55,628 |
54,418 |
Payables |
|
|
|
|
|
Borrowings and debt |
4 |
|
|
2,435,223 |
1,606,137 |
Trade payables |
4 |
|
|
151,212 |
47,989 |
Other payables |
4 |
|
|
1,188,594 |
1,202,267 |
Accrual accounts |
|
|
|
|
|
Prepaid income |
4 |
|
|
24,232 |
21,084 |
Unrealized currency translation gains |
|
|
|
1,868 |
766 |
Total equity and liabilities |
|
|
|
5,793,736 |
4,886,044 |
6.9Notes to the financial statements
Note 1Non-current assets
Non-current assets – gross values
(€ thousands) |
January 1, 2024 |
Increases |
Decreases |
Reclassifi- |
Currency translation differences |
December 31, 2024 |
---|---|---|---|---|---|---|
Other intangible assets |
1,225 |
84 |
(15) |
(20) |
27 |
1,301 |
Intangible assets |
1,225 |
84 |
(15) |
(20) |
27 |
1,301 |
Fixtures and fittings |
2,585 |
549 |
(699) |
- |
52 |
2,487 |
Machinery and equipment |
4,040 |
339 |
(127) |
- |
238 |
4,490 |
Vehicles |
738 |
55 |
(140) |
- |
35 |
688 |
Furniture and office equipment |
4,256 |
424 |
(674) |
(71) |
145 |
4,080 |
IT equipment |
5,401 |
672 |
(669) |
(178) |
173 |
5,399 |
Tangible assets in progress |
102 |
17 |
- |
(17) |
7 |
109 |
Tangible assets |
17,122 |
2,056 |
(2,309) |
(266) |
650 |
17,253 |
Investments in subsidiaries and affiliates(1) |
2,181,809 |
813,137 |
- |
302 |
- |
2,995,248 |
Investments in non-consolidated companies |
284 |
- |
- |
- |
- |
284 |
Deposits, guarantees and receivables |
172,692 |
90,392 |
(36,692) |
(45) |
- |
226,347 |
Treasury shares |
5,273 |
319,423 |
(169,201) |
(23,971) |
- |
131,524 |
Long-term investments |
2,360,057 |
1,222,952 |
(205,893) |
(23,714) |
- |
3,353,402 |
Total |
2,378,405 |
1,225,092 |
(208,217) |
(24,000) |
677 |
3,371,956 |
|
At December 31, 2024, the Company held 4,741,390 treasury shares classified as long-term investments, i.e., 136,310 shares held in connection with the liquidity agreement and the other 4,605,080 shares not allocated for any specific purpose.
Depreciation, amortization and impairment of non-current assets
(€ thousands) |
January 1, 2024 |
Additions |
Reversals |
Reclassifi- |
Currency translation differences |
December 31, 2024 |
---|---|---|---|---|---|---|
Other intangible assets |
(1,218) |
(21) |
15 |
21 |
(24) |
(1,227) |
Intangible assets |
(1,218) |
(21) |
15 |
21 |
(24) |
(1,227) |
Fixtures and fittings |
(1,883) |
(310) |
555 |
- |
(26) |
(1,666) |
Machinery and equipment |
(2,506) |
(415) |
115 |
- |
(153) |
(2,959) |
Vehicles |
(664) |
(70) |
118 |
- |
(33) |
(649) |
Furniture and office equipment |
(3,450) |
(194) |
621 |
70 |
(119) |
(3,072) |
IT equipment |
(4,145) |
(720) |
665 |
121 |
(133) |
(4,212) |
Tangible assets |
(12,650) |
(1,709) |
2,074 |
191 |
(464) |
(12,558) |
Investments in subsidiaries and affiliates |
(31,254) |
(168) |
14,843 |
- |
- |
(16,579) |
Investments in non-consolidated companies |
(150) |
- |
- |
- |
- |
(150) |
Deposits, guarantees and receivables |
(3,753) |
- |
- |
394 |
- |
(3,359) |
Treasury shares |
- |
- |
- |
- |
- |
- |
Long-term investments |
(35,157) |
(168) |
14,843 |
394 |
- |
(20,088) |
Total |
(49,025) |
(1,898) |
16,932 |
606 |
(488) |
(33,873) |
6.10Additional information regarding Bureau Veritas in view of the approval of the 2024 financial statements
6.10.1Activity and results of the parent company
6.11Statutory Auditors’ report on the financial statements
This is a free translation into English of the original report issued in the French language and it is provided solely for the convenience of English speaking users. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.
OPINION
In compliance with the engagement entrusted to us by your Shareholders’ Meeting, we have audited the accompanying financial statements of Bureau Veritas for the year ended December 31, 2024.
7.3Main subsidiaries in 2024
The Group is made up of Bureau Veritas SA and its branches and subsidiaries. At the head of the Group, Bureau Veritas SA owns holdings in various companies in France and elsewhere. In addition to its activity as a holding company, it also engages in its own business activity through branches outside France.
The main cash flows between Bureau Veritas SA and its consolidated subsidiaries relate to brand royalties and technical royalties, centralized cash management and invoicing of relevant amounts for insurance coverage. The main cash flows between Bureau Veritas SA and its subsidiaries are presented in section 7.6.1 – Principal related-party transactions, of this Universal Registration Document.
A description of the nine main direct and indirect Bureau Veritas SA subsidiaries is provided below.
- ●the entity has represented at least 5% of consolidated equity in one of the last two fiscal years;
- ●the entity has represented at least 5% of consolidated net profit in one of the last two fiscal years;
- ●the entity has represented at least 5% of consolidated revenue in one of the last two fiscal years;
- ●the entity has represented at least 5% of total consolidated assets in one of the last two fiscal years.
A list of Bureau Veritas SA subsidiaries is included in Note 38 to the 2024 consolidated financial statements – Scope of consolidation, included in Chapter 6 – Financial Statements, of this Universal Registration Document.
Bureau Veritas Holdings, Inc.
Bureau Veritas Holdings, Inc. is a US-based company incorporated in 1988 whose registered office is located at 16800 Greenspoint Park Drive, 77060, Houston, Texas, United States. As a holding company that is directly wholly owned by Bureau Veritas SA, its corporate purpose is to hold the Group’s interests in the North American subsidiaries.
7.4Intra-group agreements
7.5Industrial franchise, brand royalties and expertise licensing agreements and central services
The Group has signed central services and industrial franchise or brand licensing agreements with most of its subsidiaries, generally in the form of framework agreements.
The aim of these agreements is to make Bureau Veritas SA’s industrial property available to Group entities and provide technical and administrative services to subsidiaries.
7.6Related-party transactions and Statutory Auditors’ special report on related-party agreements
7.6.1Principal related-party transactions
A detailed description of the intra-group contracts and other related-party transactions is set out in section 7.4 – Intra-group agreements, in this chapter, and in Note 35 to the 2024 consolidated financial statements – Related-party transactions, included in section 6.6 – Notes to the consolidated financial statements, of this Universal Registration Document.
7.7Share capital and voting rights
7.7.1Share capital
Change in share capital during the year ended December 31, 2024
At December 31, 2023, the share capital amounted to €54,464,582.40 and was divided into 453,871,520 shares with a par value of €0.12 each. The total number of theoretical voting rights amounted to 624,110,946 and the number of exercisable voting rights totaled 623,870,261.
- ●the issue of 921,766 shares following the exercise of stock subscription options. The associated capital increases were placed on record by the Chief Executive Officer, acting under a delegation granted by the Board of Directors, further to her decision of July 22, 2024, and pursuant to decisions of the Board of Directors on July 25, 2024 and February 24, 2025;
- ●a share capital reduction through the cancelation of 883,648 treasury shares bought back under the share buyback program. The corresponding share capital reduction was decided by the Board of Directors at its meetings on July 25, 2024 and December 12, 2024.
At December 31, 2024, the share capital amounted to €54,469,156.56(1) and was divided into 453,909,638 shares with a par value of €0.12 each. The total number of theoretical voting rights amounted to 583,851,627 and the number of exercisable voting rights totaled 578,454,636.
7.8Ownership structure
7.8.1Group ownership structure
Simplified ownership structure at December 31, 2024
Changes in ownership structure
In 1995, the Wendel group became co-shareholder of Bureau Veritas with the Poincaré Investissements group. Wendel gradually acquired a controlling interest in the Company during 2004. That year, Wendel and Poincaré Investissements respectively held 33.8% and 32.1% of the capital and voting rights of Bureau Veritas, while the remainder was held by individual investors. On September 10, 2004, Wendel acquired 100% of Poincaré Investissements, raising its stake in Bureau Veritas to 65.9% of the capital and voting rights.
Wendel proposed that Bureau Veritas’ minority shareholders sell their interests under terms similar to those offered in connection with the acquisition of control. After this private purchase and exchange offer was executed, the Wendel group held 99% of Bureau Veritas’ capital and voting rights. Bureau Veritas was listed on Euronext Paris on October 24, 2007. Wendel then sold around 31% of the capital for €1,240 million.
- ●On March 5, 2009, Wendel sold 11 million shares as part of a private placement, reducing its equity stake from 62% to 52%.
- ●On March 6, 2015, Wendel sold 48 million shares(2) as part of a private placement, bringing its shareholding to 40% of the capital and 56% of the voting rights of Bureau Veritas.
- ●On October 30, 2018, Wendel sold 21 million shares as part of a private placement, after which the company held around 35% of the capital and 52% of the voting rights of Bureau Veritas.
- ●On April 4, 2024, Wendel sold around 18 million shares by way of an accelerated bookbuilding offering. As part of this operation:
- •the Lac1 fund, managed by Bpifrance, acquired around 4% of Bureau Veritas’ capital;
- •Bureau Veritas completed a buyback of its own shares for €100 million (i.e., around 0.8% of its capital).
At December 31, 2024, Wendel held 26.50% of the capital and 41.59% of the exercisable voting rights of Bureau Veritas.
Major direct and indirect shareholders
The Wendel group is the controlling shareholder of Bureau Veritas, holding 26.50% of its share capital and 41.20% of its theoretical voting rights at December 31, 2024.
As part of its principal investments business, it invests in companies that are leaders in their field. In 2023, Wendel announced its plan to develop a private asset management platform to complement its principal investments business. In this context, it completed the acquisition of a 51% stake in IK Partners in May 2024 and announced that it was to acquire 75% of Monroe Capital on October 22, 2024. Proforma for the acquisition of Monroe Capital, the Wendel group manages around €33 billion on behalf of third-party investors, and around €7.4 billion in its principal investments portfolio.
Wendel also has the distinction of being a long-term, well-capitalized investment company with an investment grade rating and access to the financial markets, backed and controlled by Wendel-Participations, a stable family shareholder with a track record in the industrial sector spanning more than 315 years, including more than 40 years of investment experience.
Wendel SE is listed on the Euronext Paris regulated market. Its Universal Registration Document can be viewed on the website of the AMF (www.amf-france.org) and of Wendel (www.wendelgroup.com).
At December 31, 2024, Wendel SE was 39.61%-owned by Wendel-Participations SE (and affiliates), a company grouping together the interests of around 1,300 members of the Wendel family.
In accordance with article 25 of the Company’s by-laws, the Wendel Group has double voting rights. This double voting right is applicable to all shares held by Wendel in registered form for more than two years.
Percentage of the Group’s free float held by institutional investors(3)
Breakdown of share capital and exercisable voting rights
Shareholders |
At December 31, 2024 |
|||||
Share capital |
Theoretical voting rights |
Voting rights exercisable at the SM |
||||
Number of shares |
% of shares held |
Number of voting rights |
% of voting rights |
Number of voting rights |
% of voting rights |
|
Wendel group |
120,276,904 |
26.50% |
240,553,808 |
41.20% |
240,553,808 |
41.59% |
The Capital Group |
23,869,000 |
5.26% |
47,738,000 |
8.18% |
47,738,000 |
8.25% |
Free float(1) |
301,083,588 |
66.33% |
284,224,159 |
48.68% |
284,224,159 |
49.14% |
Employees(2) |
2,961,264 |
0.65% |
5,464,137 |
0.94% |
5,464,137 |
0.94% |
Executive Officers(3) |
321,891 |
0.07% |
474,532 |
0.08% |
474,532 |
0.08% |
Treasury shares |
5,396,991 |
1.19% |
5,396,991 |
0.92% |
- |
- |
TOTAL |
453,909,638 |
100.00% |
583,851,627 |
100.00% |
578,454,636 |
100.00% |
|
To the best of the Company’s knowledge, no other shareholder owned more than 5% of the Company’s share capital or voting rights at December 31, 2024.
Shareholders (in %) |
At February 28, 2025 |
At December 31, 2024 |
At December 31, 2023 |
At December 31, 2022 |
|
|||||||||
Shares held |
Voting rights |
Shares |
Voting rights |
Shares held |
Voting rights |
Shares |
Voting rights |
|
||||||
% theoretical |
% exercisable |
% theoretical |
% exercisable |
% theoretical |
% exercisable |
% theoretical |
% exercisable |
|
|
|||||
Wendel group |
26.50% |
41.21% |
41.56% |
26.50% |
41.20% |
41.59% |
35.43% |
51.54% |
51.56% |
35.55% |
51.70% |
51.71% |
|
|
Capital Group |
5.26% |
8.18% |
8.25% |
5.26% |
8.18% |
8.25% |
5.55% |
4.04% |
4.04% |
n.d. |
n.d. |
n.d. |
|
|
Free float(1) |
66.43% |
48.74% |
49.17% |
66.33% |
48.68% |
49.14% |
58.23% |
43.47% |
43.49% |
63.44% |
47.05% |
47.07% |
|
|
Employees(2) |
0.65% |
0.94% |
0.94% |
0.65% |
0.94% |
0.94% |
0.66% |
0.83% |
0.83% |
0.71% |
0.94% |
0.94% |
|
|
Executive Officers(3) |
0.07% |
0.08% |
0.08% |
0.07% |
0.08% |
0.08% |
0.08% |
0.08% |
0.08% |
0.26% |
0.28% |
0.28% |
|
|
Treasury shares |
1.09% |
0.85% |
- |
1.19% |
0.92% |
- |
0.05% |
0.04% |
- |
0.04% |
0.03% |
- |
|
|
TOTAL |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
|
|
|
|
Share ownership thresholds
Details of crossings of legal share ownership thresholds notified prior to January 1, 2024 can be viewed on the AMF’s website, while details of crossings of thresholds set in the by-laws are notified to the Company’s registered office.
In addition to the thresholds stipulated in article 11.2 of the Company’s by-laws (details in section 7.10 – Articles of incorporation and by-laws, of this Universal Registration Document) and pursuant to article L. 233-7 of the French Commercial Code, any individual or legal entity acting alone or in concert, which comes to own a number of shares representing more than one-twentieth (5%), one-tenth (10%), three-twentieths (15%), one-fifth (20%), one-quarter (25%), three-tenths (30%), one-third (1/3), one-half (50%), two-thirds (2/3), eighteen-twentieths (90%) or nineteen-twentieths (95%) of the share capital or voting rights must inform the Company and the AMF of the total number of shares and/or voting rights held, before the close of trading on the fourth trading day following the date on which the share ownership threshold was exceeded. This information must also be provided within the same timeframe when the share capital or voting rights held fall below these thresholds.
Failing this, shareholders are stripped of the voting rights attached to the portion of their shares exceeding the un-notified threshold for all Shareholders’ Meetings held up to the expiration of a two-year period following the date such notification failure was remedied. Under the same conditions, the voting rights attached to these un-notified shares cannot be exercised or delegated by the shareholder in question (article L. 233-14, paragraphs 1 and 2 of the French Commercial Code).
A standard form that can be used to report the crossing of legal share ownership thresholds is available on the AMF’s website.
To the best of the Company’s knowledge, and based on information provided by shareholders on crossings of share ownership thresholds set by the law and in the by-laws, the threshold crossings notified for the year ended December 31, 2024 are listed below.
|
Date of notification |
Threshold crossed |
Direction (below or above the threshold) |
---|---|---|---|
Wendel |
04/09/2024 |
27% of the capital |
Below |
04/09/2024 |
42% of the voting rights |
Below |
|
Capital group |
11/19/2024 |
5% of the voting rights |
Below |
Investor B |
03/22/2024 |
3% of the capital |
Below |
03/22/2024 |
2% of the voting rights |
Below |
|
05/14/2024 |
3% of the capital |
Above |
|
05/14/2024 |
2% of the voting rights |
Above |
|
06/06/2024 |
3% of the capital |
Below |
|
07/01/2024 |
2% of the voting rights |
Below |
|
08/06/2024 |
3% of the capital |
Above |
|
08/06/2024 |
2% of the voting rights |
Above |
|
08/12/2024 |
4% of the capital |
Above |
|
08/12/2024 |
3% of the voting rights |
Above |
|
09/30/2024 |
3% of the voting rights |
Below |
|
10/04/2024 |
3% of the capital |
Below |
|
10/25/2024 |
3% of the capital |
Above |
|
10/30/2024 |
3% of the capital |
Below |
|
Investor C |
01/17/2024 |
2% of the capital |
Below |
Investor D |
09/18/2024 |
3% of the voting rights |
Above |
09/19/2024 |
3% of the voting rights |
Below |
|
09/24/2024 |
3% of the voting rights |
Above |
|
09/25/2024 |
3% of the voting rights |
Below |
|
09/27/2024 |
3% of the voting rights |
Above |
|
10/01/2024 |
3% of the voting rights |
Below |
|
10/02/2024 |
3% of the voting rights |
Above |
|
10/03/2024 |
3% of the voting rights |
Below |
|
10/04/2024 |
3% of the voting rights |
Above |
|
10/07/2024 |
3% of the voting rights |
Below |
|
10/08/2024 |
3% of the voting rights |
Above |
|
10/09/2024 |
3% of the voting rights |
Below |
|
10/11/2024 |
3% of the voting rights |
Above |
|
10/14/2024 |
4% of the capital |
Below |
|
10/16/2024 |
3% of the voting rights |
Below |
|
10/22/2024 |
3% of the voting rights |
Above |
|
10/29/2024 |
3% of the voting rights |
Below |
|
10/29/2024 |
3% of the voting rights |
Above |
|
10/31/2024 |
3% of the voting rights |
Below |
|
11/01/2024 |
3% of the voting rights |
Above |
|
11/04/2024 |
3% of the voting rights |
Below |
|
11/21/2024 |
3% of the voting rights |
Above |
|
11/26/2024 |
4% of the capital |
Above |
|
11/27/2024 |
4% of the capital |
Below |
|
11/29/2024 |
3% of the voting rights |
Below |
|
12/02/2024 |
3% of the voting rights |
Above |
|
12/03/2024 |
4% of the capital |
Above |
|
12/09/2024 |
4% of the capital |
Below |
|
12/12/2024 |
4% of the capital |
Above |
|
12/16/2024 |
4% of the capital |
Below |
|
12/23/2024 |
4% of the capital |
Above |
|
12/27/2024 |
4% of the capital |
Below |
|
12/30/2024 |
4% of the capital |
Above |
|
Investor E |
04/11/2024 |
4% of the capital |
Above |
04/11/2024 |
3% of the voting rights |
Above |
|
Investor F |
09/25/2024 |
2% of the capital |
Above |
09/30/2024 |
2% of the capital |
Below |
|
09/30/2024 |
2% of the capital |
Above |
To the best of the Company’s knowledge, and based on information provided by shareholders on crossings of share ownership thresholds set by the law and in the by-laws, the threshold crossings notified between December 31, 2024 and March 21, 2025 are listed below. The Group was not informed of any other threshold crossings between December 31, 2024 and March 21, 2025.
|
Date of notification |
Threshold crossed |
Direction (below or above the threshold) |
---|---|---|---|
Wendel(4) |
03/13/2025 |
27% of the capital |
Above |
03/13/2025 |
42% of the voting rights |
Above |
|
BNP Paribas(5) |
03/21/2025 |
7% of the capital |
Above |
03/21/2025 |
5% of the voting rights |
Above |
|
Capital Group |
01/30/2025 |
5% of the capital |
Below |
Blackrock |
01/02/2025 |
4% of the capital |
Below |
01/07/2025 |
4% of the capital |
Above |
|
01/08/2025 |
4% of the capital |
Below |
|
01/09/2025 |
4% of the capital |
Above |
|
01/10/2025 |
4% of the capital |
Below |
|
01/14/2025 |
4% of the capital |
Above |
|
01/23/2025 |
4% of the capital |
Below |
|
01/24/2025 |
4% of the capital |
Above |
|
01/29/2025 |
4% of the capital |
Below |
|
01/30/2025 |
4% of the capital |
Above |
|
03/07/2025 |
5% of the capital |
Above |
|
03/07/2025 |
4% of the voting rights |
Above |
|
03/11/2025 |
6% of the capital |
Above |
|
03/12/2025 |
6% of the capital |
Below |
|
03/13/2025 |
5% of the capital |
Below |
|
03/13/2025 |
4% of the voting rights |
Below |
|
03/17/2025 |
5% of the capital |
Above |
|
03/17/2025 |
5% of the capital |
Below |
|
03/18/2025 |
5% of the capital |
Above |
|
03/19/2025 |
5% of the capital |
Below |
|
03/20/2025 |
5% of the capital |
Above |
|
03/21/2025 |
4% of the voting rights |
Above |
Shareholder voting rights
Pursuant to the Company’s by-laws as amended by the Shareholders’ Meeting of June 18, 2007 and which came into force on October 23, 2007, double voting rights are granted to all fully paid-up shares that are held in registered form for a period of at least two years.
This double voting right is deemed to be terminated for any share converted into a bearer share or subject to a transfer of ownership.
Nevertheless, the double voting right will not be lost, and the holding period will be deemed to have continued, in the event of transfer from registered to bearer form as a result of inheritance, sharing of assets jointly held between spouses, or in vivo donations from a spouse or from immediate family members.
At December 31, 2024, 129,941,989 shares carried double voting rights out of the 453,909,638 shares comprising the outstanding share capital.
Control of the Company
At December 31, 2024, the Company was controlled indirectly by Wendel SE, which held 26.50% of the share capital and 41.20% of the theoretical voting rights.
The structure and organization of the Board of Directors and its specialized committees, the appointment of a Lead Independent Director, the number of independent Directors, the fact that the roles of Chairman and of Chief Executive Officer are separate, the Internal Regulations and the compliance with the AFEP-MEDEF Code, help to manage the presence of a majority shareholder and avoid conflicts of interest. The Board of Directors of Bureau Veritas SA ensures in particular that at least one-third of its members are independent. Independent members of the Board of Directors are selected from persons who are independent and unconnected to the Company within the meaning of the Board of Directors’ Internal Regulations. Details of the composition of the Board of Directors, as well as developments in the independence of its members, are provided in section 3.2 – Board of Directors, of this Universal Registration Document.
7.9Stock market information
7.9.1The Bureau Veritas share
Share data
Listing market |
Euronext Paris, compartment A |
---|---|
Eligible status |
Eligible for the share savings plan (“PEA”) Eligible for the deferred settlement service (“SRD”) |
Initial public offering |
October 23, 2007 at €37.75 per share (or €9.44 adjusted for the 4-for-1 share split on June 21, 2013) |
Indices |
CAC 40, CAC 40 ESG, CAC SBT 1.5, SBF 120, CAC Large 60, Euronext 100, EURO STOXX® Industrial Goods & Services, STOXX® Europe 50, STOXX® All Europe 100, STOXX® Europe 600, STOXX® Developed Markets 150, STOXX® Europe 600 Industrial Goods and Services, STOXX® Global ESG Leaders, STOXX® Global ESG Environmental Leaders, Dow Jones Sustainability World, Dow Jones Sustainability Europe, MSCI World, FTSE4Good Index series. |
ISIN code |
FR 0006174348 |
Ticker symbols |
BVI Reuters: BVI.PA Bloomberg: BVI:FP |
Number of outstanding shares at December 31, 2024 |
453,909,638 |
Number of exercisable voting rights at December 31, 2024 |
578,454,636 |
Daily average trading volume on Euronext in 2024 |
713.1 thousand shares |
Stock market capitalization at December 31, 2024 |
€13,317 million |
7.10Articles of incorporation and by-laws
This section contains a summary of the main provisions of the by-laws in force at the date of filing of this Document. A copy of the by-laws may be obtained from the Company’s website.
Corporate purpose (article 3 of the by-laws)
- ●classification, inspection, expert appraisal, as well as supervision of the construction and repair of vessels and aircrafts of all types and nationalities;
- ●inspections, audits, assessments, diagnoses, expert appraisals, measurements, analyses relative to the function, compliance, quality, hygiene, safety, environmental protection, production, performance and value of all materials, products, goods, equipment, structures, facilities, factories or organizations;
- ●all services, studies, methods, programs, technical assistance, consulting in the fields of industry, sea, land or air transport, services and national or international trade; and
- ●inspection of real property and civil engineering structures.
Except in the case of incompatibility with prevailing legislation, the Company may carry out all studies and research and accept expert appraisal or arbitration commissions in the fields related to its business.
The Company can publish any document, including sea and air regulations and registers, and can engage in any training activities related to the aforementioned activities.
More generally, the Company carries out any activity that may, directly or indirectly, in whole or in part, relate to its corporate purpose or further achievement of that purpose. In particular, this includes any industrial, commercial or financial transactions, any transaction related to real or movable property, the creation of subsidiaries, and acquisitions of financial, technical or other interests in companies, associations or organizations whose purpose is related, in whole or in part, to the Company’s corporate purpose.
7.11Recent events relating to the Company's share capital
On March 12, 2025, Wendel announced the successful placement of 30,357,140 Bureau Veritas shares (representing approximately 6.7% of Bureau Veritas' share capital(6)). This disposal of shares involved the following transactions:
Wendel entered into a prepaid 3-year forward sale agreement with BNP Paribas over 30,357,140 shares.
Simultaneously with the forward sale transaction, Wendel entered into a call spread transaction, with BNP Paribas and Morgan Stanley Europe SE, to benefit from up to around 15% of the stock price appreciation over the next three years on the equivalent number of shares underlying the forward sale transaction, highlighting Wendel's confidence in Bureau Veritas' value creation potential.
These transactions immediately generated net cash proceeds of approximately €750 million to Wendel, which will further support the acceleration of its transition towards a dual model based on principal investments and private asset management, to drive higher performance and enhanced shareholder returns, while continuing to benefit from the prospects of Bureau Veritas.
As part of the transactions, BNP Paribas and Morgan Stanley, in their capacity as joint global coordinators, conducted a private placement of 30,357,140 shares corresponding to the number of shares underlying the forward sale transaction through an accelerated bookbuild offering. The Bureau Veritas shares sold through the offering were borrowed in the market. As part of the call spread transaction, BNP Paribas and Morgan Stanley Europe SE bought 5.4 million shares in the offering to hedge their positions.
The shares underlying the forward sale transaction owned by Wendel have been pledged to BNP Paribas.
Wendel will, subject to the share pledge, retain full ownership of the 30,357,140 shares and the associated double voting rights until the physical settlement of the forward sale transaction (i.e., until March 17, 2028).
Wendel agreed to enter into a lockup undertaking with respect to its Bureau Veritas shares, of 180 calendar days from the date of the settlement of the offering, subject to customary exceptions(7).
8.2Statutory Auditors
Principal Statutory Auditors
PricewaterhouseCoopers Audit
PricewaterhouseCoopers Audit was reappointed as Statutory Auditor at the Ordinary Shareholders’ Meeting of June 24, 2022 for a period of six financial years expiring at the Shareholders’ Meeting to be held in 2028 to approve the financial statements for the year ending December 31, 2027.
PricewaterhouseCoopers Audit is a member of the Compagnie Régionale des Commissaires aux Comptes de Versailles et du Centre.
Ernst & Young Audit
8.3Documents on display
All Group publications (press releases, annual reports, annual and half-year presentations, etc.) are available upon request. They are also accessible on the investor pages of our website at https://group.bureauveritas.com//investors. Users may sign up for email news alerts and download all Group publications since its IPO. It also provides a list of analysts who track the Bureau Veritas share and posts real-time share price updates. Regulatory information is available here: https://group.bureauveritas.com/investors/financial-information/regulated-information .
A Universal Registration Document (previously entitled "Registration Document") is filed each year with the French financial markets authority (Autorité des marchés financiers – AMF). In accordance with its General Regulations, the Universal Registration Document is available on the AMF’s website (www.amf-france.org) or at https://group.bureauveritas.com (in French and English).
In light of the introduction of Regulation (EU) No. 2017/1129 of July 21, 2019 ("Prospectus 3") and its Delegated Regulation No. 2019/980, Bureau Veritas has published a Universal Registration Document since 2019. The Universal Registration Document is intended to improve readability for shareholders and investors by representing a single, centralized source of information. It also includes financial and non-financial disclosures, notably in terms of strategy and risk factors.
The documents, or copies of the documents, listed below may be consulted at the registered office of Bureau Veritas at Immeuble Newtime, 40/52, Boulevard du Parc, 92200 Neuilly-sur-Seine, France, or received by e-mail on request:
- ●the by-laws of Bureau Veritas SA;
- ●all reports, letters and other documents, historical financial information, assessments and declarations made by external consultants at the request of Bureau Veritas, a part of which is included or mentioned in this Universal Registration Document;
- ●the historical financial information of Bureau Veritas and its subsidiaries for each of the two financial years preceding the publication of this Universal Registration Document.
Moreover, in accordance with AMF recommendation No. 2012-05 (amended on October 5, 2018), the Company’s updated by-laws may also be viewed online at https://group.bureauveritas.com.
Basis for disclosure of regulated information
Pursuant to the application of disclosure obligations for regulated information which came into force on January 20, 2007 following the implementation of the Transparency Directive into the AMF’s General Regulations, Bureau Veritas’ Investor Relations department ensures the full and effective disclosure of regulated information. At the time of its disclosure, regulated information is filed with the AMF and posted on the Group’s website.
Full and effective disclosure is achieved through electronic means in compliance with the criteria defined by the AMF’s General Regulations, which require disclosure to a wide public within the European Union using methods that guarantee the secure disclosure of such information. In this regard, Bureau Veritas’ Investor Relations department calls on a professional information provider that meets the criteria set out in Regulation (EU) No. 596/2014 on market abuse and in the AMF’s General Regulations. The information provider appears on the list of professional information providers published by the AMF; accordingly, there is a presumption of full and effective disclosure.
8.4Information incorporated by reference
- ●the management report referenced in the cross-reference table in section 8.6.3 – Management report, of the 2023 Universal Registration Document, the 2023 consolidated financial statements (and the related Statutory Auditors’ report) and the 2023 statutory financial statements (and the related Statutory Auditors’ report), set out on pages 493 to 494, 356 to 428, 429 to 454, respectively, of the Universal Registration Document filed with the AMF on April 9, 2024 under number D. 24-0262;
- ●the management report referenced in the cross-reference table in section 8.6.3 – Management report, of the 2022 Universal Registration Document, the 2022 consolidated financial statements (and the related Statutory Auditors’ report) and the 2022 statutory financial statements (and the related Statutory Auditors’ report), set out on pages 521 to 522, 389 to 460, 461 to 487, respectively, of the Universal Registration Document filed with the AMF on March 30, 2023 under number D. 23-0182.
8.5Glossary and index
A
- ●Adjusted attributable net profit per share (adjusted EPS or earnings per share): adjusted attributable net profit divided by the weighted average number of shares outstanding in the period.
- ●AFEP-MEDEF Code: corporate governance code for listed companies drawn up by the French association of private companies (AFEP) and the French employer federation (MEDEF), after consulting the various market stakeholders. It contains a set of demanding and specific recommendations on corporate governance. The AFEP-MEDEF Code is regularly revised and updated.
8.6Cross-reference tables
To facilitate the reading of this Universal Registration Document, the tables below cross-reference:
- ●the main headings of a Universal Registration Document as provided for in Annexes 1 and 2 of Commission Delegated Regulation (EU) No. 2019/980 of March 14, 2019 supplementing Regulation (EU) No. 2017/1129 of June 14, 2017;
- ●the main disclosures required in the Annual Financial Report as provided for under article L. 451-1-2 of the French Monetary and Financial Code (Code monétaire et financier) and article 222-3 of the AMF’s General Regulations;
- ●the main disclosures required in the management report as provided for under articles L. 22-10-34 et seq., L. 232-1 et seq. and R. 225-102 et seq. of the French Commercial Code;
- ●the main disclosures required in the report on corporate governance as provided for under articles L. 225-37 et seq. of the French Commercial Code;
- ●the disclosures on compensation presented in accordance with the 11 tables recommended by the AMF (see also the AFEP-MEDEF Code).
These tables provide the numbers of the pages of this Universal Registration Document containing the disclosures required under the abovementioned laws, regulations and recommendations.
8.6.1Universal Registration Document
Cross-reference table for the Universal Registration Document – Annexes 1 and 2 of Commission Delegated Regulation (EU) No. 2019/980 of March 14, 2019 supplementing Regulation (EU) No. 2017/1129 of June 14, 2017 |
Page(s) |
|
---|---|---|
1. |
Persons responsible, third party information, experts’ reports and competent authority approval |
|
1.1 |
Persons responsible for the information |
|
1.2 |
Declaration by those responsible |
|
1.3 |
Name, address, qualifications and potential interests of experts |
N/A |
1.4 |
Information sourced from a third party |
N/A |
1.5 |
Statement that the document has been filed with the competent authority |
1 |
2. |
Statutory Auditors |
|
2.1 |
Names and addresses of the auditors |
|
2.2 |
Auditors that have resigned, been removed or have not been reappointed during the period covered by the historical financial information |
|
3. |
Risk factors |
|
4. |
Information about Bureau Veritas |
|
4.1 |
Legal and commercial name |
|
4.2 |
Place of registration, registration number and LEI |
|
4.3 |
Date of incorporation and length of life |
|
4.4 |
Domicile and legal form, legislation under which the issuer operates, country of incorporation, address and telephone number of the registered office, website with a disclaimer |
|
5. |
Business overview |
|
5.1 |
Principal activities |
|
5.1.1 |
Nature of the issuer’s operations and its principal activities |
1.5 of the 2024 Universal Registration Document (URD) 49 - 70 of the 2023 URD 70 - 92 of the 2022 URD |
5.1.2 |
Significant new products and/or services introduced |
N/A |
5.2 |
Principal markets |
1.3.1 of the 2024 URD 40 of the 2023 URD 60 - 61 of the 2022 URD |
5.3 |
Important events in the development of the business |
|
5.4 |
Strategy and objectives |
|
5.5 |
Risk of dependency on patents or licenses, industrial, commercial or financial contracts or new manufacturing processes |
|
5.6 |
Competitive position |
|
5.7 |
Investments |
|
5.7.1 |
Material investments made |
Purchases of property, plant and equipment and intangible assets, Investments of the 2024 URD 344, 348 of the 2023 URD 378, 382 of the 2022 URD |
5.7.2 |
Material investments in progress and future commitments |
|
5.7.3 |
Information relating to joint ventures and undertakings in which the issuer holds a proportion of the capital likely to have a significant effect on the assessment of its own assets and liabilities, financial position or profits and losses |
|
5.7.4 |
Environmental issues |
|
6. |
Organizational structure |
|
6.1 |
Brief description of the Group |
|
6.2 |
List of significant subsidiaries |
|
7. |
Operating and financial review |
|
7.1 |
Financial condition |
|
7.1.1 |
Development of the issuer’s business and of its position, including both financial and, where appropriate, |
33 and 35, 5.1 - 5.5 , 6.5 of the 2024 URD 24, 28, 330, 356 - 360 of the 2023 URD 18 - 19 , 362 - 383 , 390 - 394 of the 2022 URD |
7.1.2 |
Issuer’s likely future development and activities in the field of research and development |
|
7.2 |
Operating results |
|
7.2.1 |
Significant factors, unusual or infrequent events or new developments |
|
7.2.2 |
Discussion of material changes in net sales or revenues |
|
8. |
Capital resources |
|
8.1 |
Information on the issuer’s capital resources |
|
8.2 |
Sources and amounts of cash flows |
|
8.3 |
Information on borrowing requirements and funding structure |
|
8.4 |
Restrictions on the use of capital resources that have materially affected or could materially affect the Group’s operations |
|
8.5 |
Anticipated sources of funds |
|
9. |
Regulatory environment |
|
10. |
Trend information |
|
10.1 |
Most significant trends in production, sales and inventory, and costs and selling prices, and any significant change in the financial performance of the Group since the end of the last financial period to the date of the Universal Registration Document |
|
10.2 |
Known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the issuer’s prospects for at least the current financial year |
|
11. |
Profit forecasts or estimates |
|
11.1 |
Statement on the validity of a forecast included in a previous prospectus |
N/A |
11.2 |
Statement setting out the principal assumptions upon which the issuer has based its forecast or estimate |
N/A |
11.3 |
Statement of comparability with historical financial information and consistency with accounting policies |
N/A |
12. |
Administrative, management and supervisory bodies and senior management |
|
12.1 |
Board of Directors and senior management |
|
12.2 |
Administrative, management and supervisory bodies and senior management conflicts of interest |
|
13. |
Compensation and benefits |
|
13.1 |
Compensation and benefits in-kind |
|
13.2 |
Total amounts set aside or accrued to provide for pension, retirement or similar benefits |
|
14. |
Board practices |
|
14.1 |
Date of expiration of current terms of office |
3.2.2 - Independence assessment of certain Directors in light of the business relationship criterion , 3.4.1 |
14.2 |
Service contracts |
|
14.3 |
Information about the Audit & Risk Committee and the Nomination & Compensation Committee |
|
14.4 |
Statement of compliance with the applicable corporate governance regimes |
|
14.5 |
Potential material impacts on the corporate governance |
|
15. |
Employees |
|
15.1 |
Number of employees and breakdown |
|
15.2 |
Shareholdings and stock options of the members of the Board of Directors and senior management |
|
15.3 |
Employee involvement in the capital |
b. Competitive and fair compensation, with equal pay , Representation of employees and employee shareholders on the Board of Directors , 3.8.3.2 - 3.8.3.3 , Simplified ownership structure at December 31, 2024 - Breakdown of share capital and exercisable voting rights |
16. |
Major shareholders |
|
16.1 |
Shareholder notifications |
|
16.2 |
Existence of different voting rights |
Shareholder voting rights , Quorum – Voting – Number of votes (article 28 of the by-laws) |
16.3 |
Direct or indirect ownership or control of the issuer and measures in place to ensure that control is not abused |
|
16.4 |
Arrangements, known to Bureau Veritas, the operation of which may at a subsequent date result in a change of control |
|
17. |
Related party transactions |
|
18. |
Financial information concerning assets and liabilities, financial position and profits and losses |
|
18.1 |
Historical financial information |
|
18.1.1 |
Audited historical financial information covering the latest three financial years |
6.1 - 6.8 , 5.1 - 5.6.7 , 6.8 - 6.9 of the 2024 URD 330 - 352, 356 - 422, 429 - 450 of the 2023 URD 362 - 386 , 390 - 443 , 461 - 483 of the 2022 URD |
18.1.2 |
Change of accounting reference date |
N/A |
18.1.3 |
Accounting standards |
|
18.1.4 |
Change of accounting framework |
|
18.1.5 |
Financial information prepared according to French accounting standards |
|
18.1.6 |
Consolidated financial statements |
|
18.1.7 |
Age of financial information |
12/31/2024 |
18.2 |
Interim and other financial information |
N/A |
18.3 |
Auditing of historical annual financial information (audit report) |
423 - 428, 451 - 455 of the 2023 URD 455 - 460 , 484 - 488 of the 2022 URD |
18.4 |
Pro-forma financial information |
|
18.5 |
Dividend policy and amount |
|
18.6 |
Administrative, legal and arbitration proceedings |
|
18.7 |
Significant change in financial or commercial position |
|
19. |
Additional information |
|
19.1 |
Share capital |
|
19.1.1 |
Subscribed share capital |
|
19.1.2 |
Shares not representing capital |
|
19.1.3 |
Treasury shares |
7.7.3 , Breakdown of share capital and exercisable voting rights |
19.1.4 |
Securities |
7.7 - Breakdown of share capital and exercisable voting rights |
19.1.5 |
Acquisition rights or obligations |
|
19.1.6 |
Options or agreements |
|
19.1.7 |
History of share capital |
|
19.2 |
Articles of Incorporation and by-laws |
|
19.2.1 |
Corporate purpose |
|
19.2.2 |
Share rights and preferences |
|
19.2.3 |
Provisions affecting change of control |
|
20. |
Material contracts |
|
21. |
Documents available |