2016

REGISTRATION
DOCUMENT
SUMMARY

1
Presentation of the
4
Management report 133
Group 3 4.1 2016 highlights 134
1.1 General overview of the Group 4 4.2 Business review and results 135
1.2 Selected financial information 8 4.3 Cash flows and sources of financing 140
1.3 History 11 4.4 Events after the end of the reporting period 146
1.4 The TIC industry 12 4.5 Change in segment reporting for results 147
1.5 Strategy 16 4.6 Significant changes in financial and trading
conditions 148
1.6 Presentation of business activities 24
4.7 2017 outlook 148
1.7 Accreditations, approvals and authorizations 42
1.8 Material contracts 43
1.9 Research and development, innovation,
patents and licenses
1.10 Information and management systems
1.11 Risk factors
44
44
45
5
Financial statements 149
1.12 Legal, administrative, government and
arbitration procedures and investigations 53 5.1 Consolidated financial statements 150
1.13 Insurance 55 5.2 Bureau Veritas SA statutory financial
statements 213

2
5.3 Additional information regarding the
Company in view of the approval of the
2016 financial statements 238

Corporate social
responsibility
2.1  Vision
2.2 Governance and operational excellence
57
58
63
6
Information on the
2.3 Human Resources 66 Company and the
2.4 Health, Safety and Environmental issues 73 capital 243
2.5 Society 80
6.1 General information 244
2.6 Information compilation methodology 83
6.2 Simplified Group organization chart at
2.7 Cross-reference index 85 December 31, 2016 245
2.8 Opinion of the independent auditor 87 6.3 Main subsidiaries in 2016 247
6.4 Intra-group contracts 250

3
6.5 Industrial franchise, brand royalties and
expertise licensing contracts 250
6.6 Share capital and voting rights 251
6.7 Ownership structure 255
Corporate governance 89 6.8 Stock market information 257
3.1 Corporate Officers and members of the 6.9 Documents on display 259
Executive Committee 91 6.10 Related-party transactions 260
3.2 Report of the Chairman of the Board of 6.11 Articles of incorporation and by-laws 262
Directors 100
6.12 Persons responsible 266
3.3 Executive officers’ compensation 117
6.13 Statutory Auditors 267
3.4 Interests of Executive Corporate Officers,
Directors and certain employees 127 6.14 Cross-reference table 268

Components of the Annual Financial Report are identified in this table of contents with the sign
REGISTRATION
DOCUMENT
INCLUDING THE ANNUAL FINANCIAL REPORT

Copies of this Registration Document are available free of charge from the
registered office of Bureau Veritas at Immeuble Newtime, 40/52 Boulevard
du Parc, 92200 Neuilly-sur-Seine – France.
It may also be consulted on the Bureau Veritas Finance website
([Link]) and on the AMF website ([Link]).
Pursuant to Article 28 of Commission Regulation (EC) No. 809/2004, the
following information is included by reference in this Registration
Document:
● the 2015 management report and consolidated financial statements as
well as the corresponding audit report set out on pages 127 to 141, 143
to 207 and 208 of the Registration Document filed with the AMF on
March 29, 2016 under number D.16-0217;
● the 2014 management report and consolidated financial statements as
well as the corresponding audit report set out on pages 99 to 113, 115 to
181 and 182 of the Registration Document filed with the AMF on March
23, 2015 under number D.15-0191.

This document is a non-certified translation of the French Language

Document de reference 2016, submitted to the French financial markets
authority (Autorité des marchés financiers – AMF) on March 24, 2017 in
accordance with Article 212-13 of its General Regulation. It may be used in
support of a financial transaction only where it is supplemented by a
prospectus approved by the AMF. It was drawn up by the issuer and binds
the signatories.

1 Bureau Veritas - 2016 Registration Document

Bureau Veritas - 2016 Registration Document 2
 1
Presentation
of the Group
1.1 General overview of the Group 4 1.8 Material contracts 43
1.2 Selected financial information 8 1.9 Research and development,
innovation, patents and
1.3 History 11 licenses 44
1.4 The TIC industry 12 1.10 Information and management
systems 44
1.5 Strategy 16
1.11 Risk factors 45
1.6 Presentation of business
activities 24 1.12 Legal, administrative,
government and arbitration
1.7 Accreditations, approvals and procedures and investigations 53
authorizations 42
1.13 Insurance 55

Components of the Annual Financial Report are identified in this table of contents with the sign

3 Bureau Veritas - 2016 Registration Document

1 Presentation of the Group
General overview of the Group

1.1 General overview of the Group

Mission
Bureau Veritas is a leading provider of laboratory testing, obligations; as a “second party” on behalf of and upon the
inspection and certification (“TIC”) services. instructions of its clients to ensure better control of the supply
chain, or as a “first party” on behalf of manufacturers or retailers
These services are designed to ensure that products, assets and
seeking to ensure that the products, assets or systems they are
management systems conform to different standards and
producing or selling meet the requisite standards.
regulations in terms of quality, health, safety, environmental
protection and social responsibility (“QHSE”). Bureau Veritas’ mission therefore involves facilitating and securing
transactions and operations. To do this, it leverages the trust it
Depending on client needs and applicable regulations,
inspires among economic players through its independence,
Bureau Veritas acts as a “third party”, i.e. an independent body
objectivity, expertise and integrity.
issuing reports and certificates independently of contractual

BUREAU VERITAS

2 3
ST MANUFACTURER ND BUYER RD INDEPENDANT
OR SELLER OR USER ORGANISATION
PARTY
PARTY

PARTY

VERIFY COMPLIANCE VERIFY COMPLIANCE CERTIFY

OF THEIR PRODUCTS, ASSETS, OF THEIR SUPPLIERS CONFORMITY
AND SYSTEMS

According to…

Client Private International Regulations

specifications schemes standards
or protocols or labels (ISO, IEC, UN…)

Bureau Veritas - 2016 Registration Document 4

 Presentation of the Group
General overview of the Group 1
The services delivered by Bureau Veritas cover six areas of value creation for its clients:

LICENCE
to operate

TRADE
facilitation

BRAND
reputation

Added value
of TIC
1
MARKET
access

COST
control

SAFETY
and reliability

Obtaining a license to operate Reducing risks

Companies must be able to show that they are compliant with a Managing risk in the areas of quality, health and safety, the
large number of rules and regulations. Bureau Veritas offers them environment and social responsibility improves the efficiency and
its in-depth knowledge of the regulations applicable to their performance of organizations. Bureau Veritas helps its clients to
businesses, and as an independent third party, is able to verify identify and manage these risks, from project design to
their compliance. This allows them to conduct and develop their completion and decommissioning.
businesses in compliance with local and international regulations
and to obtain and renew the licenses to operate issued by public Keeping costs in check
authorities.
Thanks to second- and third-party testing, inspection and auditing
Facilitating trade methods, companies can determine the actual condition of their
assets and confidently launch new projects and products knowing
International trade relies among other things on third-party that costs, timing and quality are under control. During the
players who certify that the goods exchanged comply with the operational phase, inspections help optimize maintenance and the
quality and quantities stipulated in the contract between the useful life of industrial equipment.
parties. Bureau Veritas plays a role in the trade process by testing
materials, verifying that goods comply with contractual Protecting brands
specifications and validating quantities. Exchanges of raw
materials, for example, are based on certificates issued by The social network boom of recent years has prompted a
companies such as Bureau Veritas. fundamental change in how global brands are managed. Brands
can quickly find themselves under fire due to a malfunction of one
Accessing global markets of the links in their supply or distribution chain. Bureau Veritas’
worldwide recognition allows companies to improve their risk
Capital goods or mass consumer products must comply with management using analyses conducted by a reputed independent
national and supranational standards before being sold on the player.
market in a given country. These standards constitute technical
trade barriers within the meaning of the WTO. Companies design
and manufacture their products and equipment so that they meet
the standards of several countries. In doing so, they call on
Bureau Veritas to carry out tests, optimize their test plan and
ultimately reduce the time-to-market.

5 Bureau Veritas - 2016 Registration Document

1 Presentation of the Group
General overview of the Group

Services
Bureau Veritas offers three main types of services: The Group’s services cover:
● laboratory and on-site tests and analyses are designed to ● Assets, such as:
determine the characteristics of a product or material. The aim
- ships, trains and planes;
is to ensure that the products or materials have the required
properties in terms of safety and quality and that they comply - buildings, infrastructure and networks;
with specifications and applicable rules and regulations.
- power plants, refineries, pipelines, and other industrial
● inspection involves verifying on-site that a product, asset or installations.
system meets specified criteria. Inspections cover a wide range
of services designed to reduce risk, control quality, verify ● Products, such as:
quantity and meet regulatory requirements. They include visual - consumer products – mass consumer electronics, textiles,
inspections, as well as verification of documents, manufacturing toys, automotive and food products, and connected
supervision and electronic, electrical, mechanical and software devices;
controls.
- industrial equipment – pressure equipment, machines,
● certification attests to compliance with specific requirements electrical equipment;
and is delivered by an accredited body. It provides a guarantee
from an independent third party that a product, service or - commodities – oil, petrochemical products, minerals,
management system meets specific standards. Certification metals, and other agri-commodities.
enables companies to strengthen their reputation, access new ● Systems, such as:
markets or simply carry out their activities. Bureau Veritas
offers certification services for management systems, products - conventional QHSE management systems (ISO 9001,
and people. ISO 14001, OHSAS 18001, etc.);
- sector-specific QHSE management systems (automotive,
aeronautics, food, etc.);
- supply chain management including audits of suppliers.

Clients
Bureau Veritas has more than 400,000 clients. It operates in a wide range of industries, including transport and shipbuilding, the entire oil
and gas value chain from exploration to supply, construction and civil engineering, power and utilities, consumer products and retail,
aeronautics and rail, metals and mining industries, agri-food, government services, automotive and chemicals.

Organization
Bureau Veritas continuously adapts its organization in order to ● readily capitalize on the complementary nature of the
better address the specific characteristics of some of its markets, businesses and encourage opportunities for cross-selling thanks
meet the constantly evolving needs of its clients, improve to a shared network and client base;
management of its geographic network and support its strategy
● easily spread best practices throughout the network;
execution.
● benefit more rapidly from economies of scale to develop new
In 2016, the Group adopted a leaner organization based around
products or invest in new tools; and
the following divisions: Marine & Offshore, Consumer Products,
Government Services & International Trade, and Commodities, ● adapt rapidly to market trends by pooling high-level technical
Industries & Facilities (CIF). capabilities.
CIF operations are organized into four main regional hubs: Latin To reflect the changes described above, Bureau Veritas’ financial
America, North America, AMAP (Africa, the Middle East, Asia reporting is being structured around six businesses in 2017 rather
Pacific, Russia, Turkey and the Caspian Sea region) and Europe. than the eight businesses reported in 2016. A more detailed
More generally, the Group has a matrix structure which makes it description is given in section 4.5 – Change in segment reporting
possible to: of the Registration document.

Bureau Veritas - 2016 Registration Document 6

 Presentation of the Group
General overview of the Group 1
A brief outline of the eight businesses is provided below. A more Certification
detailed description is given in section 1.6 – Presentation of
business activities of the Registration document. As a certification body, Bureau Veritas certifies that the QHSE
management systems utilized by clients comply with international
standards (usually ISO) or with national, segment or large
Marine & Offshore company-specific standards.

As a classification society, Bureau Veritas assesses ships and

offshore facilities for conformity with standards that mainly Commodities
concern structural soundness and the reliability of machinery
on-board. Bureau Veritas also provides ship certification on behalf Bureau Veritas provides inspection and laboratory testing services
of flag administrations. for all types of commodities including oil and petrochemicals,
metals and minerals, food and agri-commodities.

Industry
Consumer Products
Bureau Veritas checks the reliability and integrity of industrial
assets and their conformity with regulations. Services include
conformity assessment, production monitoring, asset integrity
Bureau Veritas works with retailers and manufacturers of
1
consumer products to assess their products and manufacturing
management and equipment certification. Bureau Veritas also processes for compliance with regulatory, quality and
checks the integrity of industrial equipment and products through performance requirements. Bureau Veritas tests products,
services such as non-destructive testing and materials testing. inspects merchandise, assesses factories, and conducts audits of
the entire supply chain.

In-Service Inspection & Verification (IVS)

Government Services & International Trade
Bureau Veritas conducts recurrent inspections to assess in-service
equipment (electrical installations, fire safety systems, elevators,
(GSIT)
lifting equipment and machinery) for compliance with health and
safety regulations or client-specific requirements. Bureau Veritas provides assistance to government authorities,
implementing programs to maximize their revenues and check
that imported products meet specified standards. Bureau Veritas
also provides the automotive sector with a range of services
Construction including technical controls, vehicle insurance damage inspections
and logistics management.
Bureau Veritas helps its clients manage all quality, health, safety
and environmental (QHSE) aspects of their construction projects,
from design to completion. Missions involve assessing
construction projects for compliance with technical standards,
technical assistance, monitoring safety management during works
and providing asset management services.

Central leadership
The Group’s support functions are under the responsibility of certain Group Executive Committee members.
Since January 1, 2017, central support functions have been represented on the Executive Committee by:
● Philippe Donche-Gay, Senior Executive Vice President, who is responsible for reinforcing the Group’s sales and client culture, for
supporting the roll-out of Growth Initiatives and for improving agility and productivity through digitalization and operational excellence;
● Nicolas Tissot, Executive Vice President, who is notably in charge of finance, tax, internal audit, acquisitions support, investor relations
and legal affairs;
● Xavier Savigny, Executive Vice President, who is responsible for Human Resources.

7 Bureau Veritas - 2016 Registration Document

1 Presentation of the Group
Selected financial information

1.2 Selected financial information

The tables below set forth information taken from the Group’s audited consolidated financial statements for the financial years ended
December 31, 2014, 2015 and 2016, which were prepared in accordance with International Financial Reporting Standards (IFRS).
This information should be read and considered in conjunction with the Group’s audited consolidated financial statements and the notes
thereto presented in Chapter 5 section 5.1 – Consolidated financial statements and Chapter 4 – Management report of this Registration
document.

SELECTED INCOME STATEMENT DATA

(in millions of euros) 2016 2015 2014

Revenue 4,549.2 4,634.8 4,171.5
Adjusted operating profit(a) 734.9 775.2 694.0
Adjusted operating margin in % 16.2% 16.7% 16.6%
Net financial expense (86.5) (89.3) (80.9)
Net profit attributable to owners of the Company 319.4 255.3 294.6
Attributable adjusted net profit(a)(b) 409.1 420.3 391.3
(a) Indicators not defined by IFRS.
(b) Details of attributable adjusted net profit are provided in section 4.2.7 of this Registration document.

RECONCILIATION OF OPERATING PROFIT WITH ADJUSTED OPERATING PROFIT

(in millions of euros) 2016 2015 2014

Operating profit 609.7 576.9 563.1
Amortization of intangible assets resulting from acquisitions 79.5 86.7 106.2
Restructuring costs 42.6 20.8 20.0
Acquisitions and disposals 3.1 0.8 3.2
Goodwill impairment - 90.0 1.5
Adjusted Operating Profit (AOP)(a) 734.9 775.2 694.0
(a) Indicators not defined by IFRS.

SELECTED CASH FLOW DATA

(in millions of euros) 2016 2015 2014

Net cash generated from operating activities 594.4 706.1 606.6
Purchases of property, plant and equipment and intangible
assets (156.6) (169.4) (147.8)
Proceeds from sales of property, plant and equipment and
intangible assets 10.7 3.8 4.3
Interest paid (86.0) (78.4) (61.1)
Free cash flow(a) 362.5 462.1 402.0
(a) Indicators not defined by IFRS.

Bureau Veritas - 2016 Registration Document 8

 Presentation of the Group
Selected financial information 1
SELECTED STATEMENT OF FINANCIAL POSITION DATA

(in millions of euros) 2016 2015 2014

Total non-current assets 3,401.4 3,146.3 3,128.4
Total current assets 2,714.2 2,010.9 1,651.4
Total assets 6,115.6 5,157.2 4,779.8
Total equity 1,243.0 1,124.9 1,140.7
Total non-current liabilities 3,060.9 2,798.0 2,448.6
Total current liabilities 1,811.7 1,234.3 1,190.5
Total equity and liabilities 6,115.6 5,157.2 4,779.8
Net financial debt(a) 1,988.3 1,867.0 1,878.6
Currency hedging instruments (as per bank ratios) 8.1 (4.3) 1.3
Adjusted net debt(b) 1,996.4 1,862.7 1,879.9
(a) Indicators not defined by IFRS. Net financial debt is defined as the Group’s total gross debt less marketable securities and similar receivables and cash and cash
equivalents, as indicated in section 4.3.2 of this Registration document.
(b) Net financial debt after currency hedging instruments as defined in the bank ratio calculation.
1
Revenue and operating profit by business
REVENUE

5% 9% 5% 9%
Government Services Marine & Offshore Government Services Marine & Offshore
& International Trade & International Trade

13%
14% 20% Consumer Products 23%
Consumer Products
Industry Industry

2016 18% 2015

18% Commodities
Commodities 13% 13%
In-Service Inspection In-Service Inspection
& Verification & Verification

8% 13% 7% 12%
Certification Construction Certification Construction

ADJUSTED OPERATING PROFIT

3% 14% 5% 14%
Government Services Marine & Offshore Government Services Marine & Offshore
& International Trade & International Trade

21% 20%
Consumer Products Consumer Products 19%
16% Industry
2016 Industry
2015
14% 12%
Commodities 11% Commodities 11%
In-Service Inspection In-Service Inspection
& Verification & Verification

8% 13% 8% 11%
Certification Construction Certification Construction

9 Bureau Veritas - 2016 Registration Document

1 Presentation of the Group
Selected financial information

Revenue by geographic area

24% 27%
Americas Americas

33% 32%
Europe Europe

2016 2015

12%
Eastern Europe,
12% Middle East, Africa

31% Eastern Europe,

Middle East, Africa
29%
Asia Pacific Asia-Pacific

Bureau Veritas - 2016 Registration Document 10

 Presentation of the Group
History 1
1.3 History
1828: Origins of acquisitions helped give added impetus to the Group’s
development. It acquired CEP in 1996, becoming the leader in
The “Information Office for Maritime Insurance” was founded in compliance assessments for the construction industry in France.
Antwerp, Belgium, in 1828 to collect, verify and provide shipping US-based companies ACTS (1998) and MTL (2001) specializing in
underwriters with information on the condition of ships and consumer product testing added another business to the Group’s
equipment. Renamed Bureau Veritas, the Company transferred its portfolio. Bureau Veritas also expanded its presence in the US, the
head office to Paris and built up an international network. UK, Australia and Spain.
1920: Modern industrial revolution 2007: Initial public offering (IPO)
The growing number of accidents during the construction boom Bureau Veritas was listed on Euronext Paris on October 24, 2007.
that followed the First World War led to the introduction of a
series of preventive measures. Bureau Veritas served as an
important partner for industrial expansion and branched into new
activities such as inspecting metal parts and equipment for the rail
This initial public offering was aimed at consolidating
Bureau Veritas’ growth strategy by raising its profile, giving it
access to new means of financing and forging loyalty among its
1
employees.
industry and conducting technical controls in the aeronautical,
automotive and construction industries. Bureau Veritas opened its 2010: Development of the Commodities
first laboratories near Paris to provide clients with metallurgical business and in high-potential markets
and chemical analyses and testing services for building materials.
Fast-growing countries are investing more in infrastructure and
1960: Technical progress experiencing growing demand for quality, safety and reliability.
After its acquisition of Inspectorate in 2010, Bureau Veritas
The 30-year post-WWII boom brought with it technical progress, became one of the world’s top three players in the Commodities
growing urbanization and world trade. Bureau Veritas played an sector and continued to expand its geographic footprint. It
active role in modernizing shipbuilding standards for the became the leader of its sector in Canada following the acquisition
classification of subsea vessels, the first nuclear-powered vessels of Maxxam in 2014 and carried out in parallel a series of
and shipping hubs. The start of the computer era led to the use of acquisitions in the construction and consumer products industries
more scientific methods. In construction, Bureau Veritas in China.
reinforced its expertise in the protection of people and goods and
in energy efficiency. 2015: New strategic roadmap
1990: Diversification and worldwide expansion The Group conducted in-depth analyses of its markets and
defined a strategic roadmap through to 2020. The roadmap is
As the world became increasingly globalized, economic players based on key initiatives aimed at enhancing its growth profile,
required traceability, transparency and technical consistency resilience and profitability. This strategy is primarily based on
across the international spectrum. To meet the needs of its growth initiatives, development in two main markets (US and
clients, Bureau Veritas developed its Certification and China), and four key drivers to support the roll-out of these
Government Services businesses to evaluate management initiatives: human resources, account management,
systems and supply chains. It also reinforced its network and Excellence@BV and digitalization.
opened offices in Africa, China and the US. In the 1990s, a series

Evolution of the shareholding structure

The Wendel group, co-shareholder of Bureau Veritas since 1995 Wendel group to increase its interest to 99% of the capital and
with the Poincaré Investissements group, gradually acquired a voting rights of Bureau Veritas.
controlling interest in Bureau Veritas in 2004.
Bureau Veritas was listed on Euronext Paris on October 24, 2007.
The Wendel group and Poincaré Investissements respectively held The offering, which comprised existing shares mainly sold by the
33.8% and 32.1% of the capital and voting rights of Wendel group, amounted to €1,240 million, or around 31% of the
Bureau Veritas in 2004. The remainder was held by individual capital of Bureau Veritas. On March 5, 2009, the Wendel group
investors. On September 10, 2004, Wendel and the shareholders sold 11 million shares as part of a private placement. This
of Poincaré Investissements reached an agreement for the sale to transaction reduced Wendel’s stake in Bureau Veritas from 62%
Wendel of 100% of the capital of Poincaré Investissements. After to 52% of the capital. On March 6, 2015, the Wendel group sold
this transaction was carried out at the end of 2004, the Wendel 48 million shares(1) as part of a private placement. Following that
group held 65.9% of the capital and voting rights of transaction, the Wendel group held 40% of the capital and 56% of
Bureau Veritas. the voting rights of Bureau Veritas.
In parallel to this acquisition, Wendel proposed that In late 2016, the Wendel group purchased 2.7 million shares on
Bureau Veritas minority shareholders sell their interests under the market and at December 31, 2016 held 40.7% of
terms similar to those offered in connection with the acquisition of Bureau Veritas’ share capital and 56.5% of its voting rights.
control. This private purchase and exchange offer enabled the

(1) post the four-for-one stock split of June 2013

11 Bureau Veritas - 2016 Registration Document

1 Presentation of the Group
The TIC industry

1.4 The 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.

1.4.1 A market worth an estimated €200 billion

Inspection, certification and laboratory testing services in the manufacturer of the product or the operator of the asset to
areas of quality, health and safety, environment, performance and control activities. In general, the TIC intensity falls within a range
social responsibility are commonly referred to as Testing, of between 0.1% and 0.8% of the value of the product or asset.
Inspection and Certification (“TIC”). Testing, inspection and The total estimated value of the TIC market can be calculated by
certification encompass several types of tasks, including multiplying the TIC intensity by the amount spent by
laboratory or on-site testing, management process audits, manufacturers, operators, and the buyers and sellers of goods and
documentary checks, inspections across the entire supply chain products.
and data consistency verification. These activities may be carried
On a short and medium-term basis, the size of the market mainly
out on behalf of the end user or purchaser, independently of
varies in relation to inflation, global economic activity, investment
stakeholders or at the request of the manufacturer, or on behalf of
and international trade. Applying the aforementioned approach,
public or private authorities. TIC services are called for at every
Bureau Veritas estimated the size of the global TIC market in
stage of the supply chain and apply across all industries.
2015 at €200 billion, based on external macroeconomic data such
The overall TIC market depends on product and asset values and as investment volume per market, operational spending per
the associated risk. The TIC “intensity” corresponds to the market, the production value of goods and services, and the level
proportion of the value of the product or asset allocated by the of imports and exports.

END USER SPEND

Capex investment
X TIC INTENSITY
More safety
Operational expenditure More complexity
Production/Trade
volume Higher ratio

Bureau Veritas - 2016 Registration Document 12

 Presentation of the Group
The TIC industry 1
The overall TIC market can be broken down into two segments:
The TIC market ● the accessible (outsourced) market, where services are
> €200bn provided by specialized private organizations or firms, such as
Bureau Veritas;
Government/ ● the internal (insourced) market, where the companies
Insourced themselves perform these services as part of control and
quality assurance; along with the market served by public
bodies and organizations such as customs, competition
authorities, port authorities or industrial health and safety
authorities.

Accessible/
Outsourced
~40 %
of TIC market
1
Source: Bureau Veritas estimates (2015)

The outsourced TIC market also depends on a country’s administrative organization, whether or not it has a federal structure, and the
industry concerned. Over time, these factors may have a significant impact on the size of the market, irrespective of the underlying
macroeconomic conditions. The balance between insourcing and outsourcing therefore fluctuates from year to year, depending on the
policies implemented by governments or changes in practices within industry sectors. This is the case in China, for example, where certain
sectors are opening up gradually.
A breakdown in TIC by sector shows that the biggest markets are those relating to consumption, followed by oil & gas, construction,
chemicals and mining. For Bureau Veritas, it is important to operate and enhance its presence in these markets.

The TIC market

In € billion

23 23

20
19 19
17
16
14
13
11

6 6
5
4 4
il

re

as

ls

ds

to

ts

th

ss
al

rt

ie
ta

in

nc
tio

en
tu

e
Au

al
G

oo

ilit
po
ic

er

ar
re

oc
ra
uc

He
ul

il &

m
em

lg
in

M
Ut
s

su

Pr
s&

ric

tr

an

n
m

ria

er
Ch
O

in
ns

&
Ag

Tr
d

s&

ov
st

d
oo

Co

er

an
du
&

G
al

w
g

od

et

in

Po

g
er

in
M

of
Fo
um

nk
g
ns

Ba
in
ur
Co

ct
u fa
an
M

Source: IHS, Bureau Veritas estimates (2015)

The TIC market can be split into three main regions: Europe, the US and Asia. Bureau Veritas is present across all of these regions thanks to
the investments it has made over the past 15 years. Going forward, the Group plans to bolster its positions in the fastest-growing markets
such as China and the US.

13 Bureau Veritas - 2016 Registration Document

1 Presentation of the Group
The TIC industry

1.4.2 Evolving growth drivers

TIC market growth is driven by three main factors: Long-term structural trends
● overall growth in the world economy and in international trade,
which influences the expenditure volumes of Bureau Veritas Long-term structural trends (“megatrends”) should boost growth
clients; prospects in the TIC industry. Four such trends are particularly
important:
● TIC intensity, corresponding to the proportion of the value of
the product or asset allocated by the manufacturer of the 1) the rise of the middle classes in emerging countries has led
product or the operator of the asset to control activities. This to an increase in the demand for safety and the
tends to be fairly stable in the short term but increases over the corresponding safety standards, as well as infrastructure
long term due to stricter standards and regulations; investments.

● the extent to which companies outsource their testing, 2) the use of more complex technologies, for example in the
inspection and certification activities. case of the Internet of Things, is increasing the number of
tests that need to be carried out on each product and the
number of subcontractors that need to be managed. Shorter
product life cycles are encouraging companies to outsource
Global economic growth continues a growing proportion of prototype testing and supply chain
to influence the market monitoring, so that they can be more responsive to market
trends.
After a period of vigorous growth driven by globalization, 3) it is increasingly difficult to protect global brands,
economic growth in emerging countries and the commodities particularly in view of the surge in popularity of social media,
“super cycle”, the TIC market should grow at a more moderate where information can be shared in real time. In addition to
pace going forward. regulatory compliance and the drive to be responsible
1) globalization of the world economy accelerated when China players, companies now believe that proactive and global
joined the WTO, with global trade growing at double the rate management of QHSE issues offers a way to create value
of global GDP growth on average. Since 2011, growth in and guarantee survival over the long-term.
global trade has slowed and in the next few years is 4) public authorities are increasingly contracting out their
expected to be around one time the growth in global GDP; control activities to specialized firms, which have the
2) the commodities super cycle which had begun in the early necessary flexibility to adapt to the constraints of the
2000s is now at an end. Over the next few years, commodity markets in which they operate, allowing them to
prices are expected to remain low, leading to more modest considerably reduce their spending on such activities.
growth in investments in new projects (capital expenditure) Bureau Veritas targets above-market growth by offering a range
and in commodity trading volumes; of innovative services that meet clients’ new demands, thereby
3) emerging countries will continue to spearhead growth, albeit increasing its market share in the fastest-growing sectors and
at a less sustained pace. The growth gap between mature regions, and seizing opportunities related to the outsourcing and
and emerging economies should narrow. privatization of certain markets.

Bureau Veritas - 2016 Registration Document 14

 Presentation of the Group
The TIC industry 1
1.4.3 High barriers to entry
High barriers to entry make it difficult for new global players to important for rolling out the portfolio of services and benefiting
emerge. These barriers concern the need to: from economies of scale. At the same time, an international
network makes it possible to support global customers at all
● have a reputation for integrity and independence in order to
their facilities;
forge long-term partnerships with companies in managing their
risks; ● offer a broad spectrum of services and inspections, particularly
for key accounts, undertake certain large contracts, and stand
● obtain authorizations and accreditations in a large number of
out from local players;
countries in order to do business. Obtaining an authorization or
accreditation is a lengthy process. Acquiring a broad portfolio of ● boast highly qualified technical experts. Thanks to the
authorizations and accreditations can therefore only be technical prowess and professionalism of the Group’s teams, it
achieved over the long-term; can create a competitive edge by providing high value-added
solutions;
● have a dense geographic network at both local and
international levels. Local network density is particularly ● have an internationally recognized brand.

1
1.4.4 Fragmented markets undergoing consolidation
Most of the markets in which Bureau Veritas operates are highly increase their local market presence and position themselves to
fragmented. There are several hundreds of local or regional players serve large companies throughout the world.
specialized by activity or type of service, as well as a few global
In light of the Group’s global presence, its position as one of the
players. Some competitors are also state-owned or
world leaders in each of its businesses and its experience in
quasi-state-owned organizations or are registered as associations.
carrying out acquisitions, Bureau Veritas is well placed to be one
According to the Group’s estimates, the five biggest industry
of the main actors in TIC consolidation. A more detailed
players today account for less than 25% of the addressable market.
description of the Group’s acquisition strategy is provided in
The consolidation of the TIC industry is accelerating, particularly in section 1.5.6 – Acquisitions: an active and selective external
the most fragmented segments, with the major players seeking to growth strategy in this Registration document.

Business Fragmentation Competitive environment

Marine & Offshore Medium 12 members of the International Association of Classification Societies
(IACS) class more than 90% of the global shipping fleet.
Industry High A few large European or global players. A large number of highly
specialized local players.
IVS High A few large local or European players. A large number of local specialized
players.
Construction High A few large regional players and many local players.
Certification High A few global players and quasi-state-owned national certification bodies,
and many local players.
Commodities Medium A few global players. A few regional groups and specialized local players.
Consumer Products Medium A relatively concentrated market for toys, textiles and hardline products.
Fragmented markets for electrical products and electronics.
Government Services & International Trade Low Four main players for government services.

15 Bureau Veritas - 2016 Registration Document

1 Presentation of the Group
Strategy

1.5 Strategy

1.5.1 The Group’s key advantages

An efficient international network From a sales standpoint, its global network enables the Group to
service key accounts and thereby win major international
Bureau Veritas has an extensive global network of approximately contracts, which represent a growing part of its activity.
1,400 offices and laboratories in almost 140 countries. From an operational standpoint, the Group improves its
The network is particularly well developed in leading industrialized profitability by generating economies of scale resulting in
countries (e.g., France, the United States, Canada, Japan, the particular from sharing offices, back-office functions and IT tools,
United Kingdom, Spain, Italy, Australia), which have a strong and from amortizing the cost of developing and replicating new
regulatory background and where the Group is recognized for its services and industrializing inspection processes over a larger
technical expertise and innovative production models. base.

Bureau Veritas is also well established in key high-potential The organization into regional hubs located in key countries
economies like China, Brazil, Chile, Colombia or India, where it has enables the Group to spread knowledge, technical support and
built solid growth platforms with a strong local presence over sales teams across a given region.
time. The Group continues to expand its presence in these regions In the future, the Group aims to strengthen this network
by opening new offices and laboratories and systematically organization around regional hubs enabling it to generate
developing each of its businesses in these markets. significant scale effects.
The Group’s scale is one of its core assets, providing value and
differentiation both commercially and operationally.

Europe
15,150 69,000
employees
350
1,400
Offices & Labs

33%
31%
24%

26,300
19,050 12%
Asia, Pacific
North & South
America 470

350
8,500
Africa, Middle East,
Eastern Europe
% 2016 revenue

230

Bureau Veritas - 2016 Registration Document 16

 Presentation of the Group
Strategy 1
A strong brand image of technical expertise Quality and integrity embedded in the Group’s
and integrity culture and processes
Bureau Veritas has built its successful global business based on its Integrity, ethics, impartiality and independence are some of
long-standing reputation of technical expertise, high quality and Bureau Veritas’ core values and are central to its brand reputation
integrity. This reputation is one of its most valuable assets and is a and the value proposition for its clients.
competitive advantage for the Group worldwide.
These values are the focal point of the work carried out by the
profession in 2003 under the leadership of the International
Federation of Inspection Agencies (IFIA), which led to the drafting
Technical expertise recognized by the of the Group’s first Code of Ethics, published in October 2003.
authorities and by many accreditation bodies
Over the years, the Group has acquired skills and know-how in a A profitable, cash-generating growth model
large number of technical fields, as well as a broad knowledge of
regulatory environments. Bureau Veritas is currently accredited as There are four aspects to Bureau Veritas’ financial model:
a second or third party by a large number of national and
international delegating authorities and accreditation bodies. The
Group constantly seeks to maintain, renew and extend its
portfolio of accreditations and authorizations. It is subject to
● it is based on two growth drivers: organic growth and growth
through acquisitions. Between 2011 and 2016, the Group
posted average annual revenue growth of around 8%. A little
1
regular checks and audits by authorities and accreditation bodies less than half of this came from organic growth;
to ensure that its procedures, the qualification of its personnel and ● it focuses on profitable growth: between 2011 and 2016, the
its management systems comply with the requisite standards, operating margin was above 16%;
norms, guidelines or regulations.
● it generates significant, regular cash flow: between 2011 and
2016, the Group generated on average more than €350 million
in free cash flow;
● it is underpinned by the Group’s strategy of strict cash
allocation: net debt must be maintained well below bank ratios
and the Group must be able to fund acquisitions and pay
dividends.

17 Bureau Veritas - 2016 Registration Document

1 Presentation of the Group
Strategy

1.5.2 Five-pillar strategy

To enhance its growth profile, resilience and profitability, the Group has revisited its strategy around five central pillars:

1. Expand market coverage through key 4. Balance its global footprint among three
growth initiatives geographic areas (Europe/Middle East/Africa,
Americas and Asia Pacific)
The Group will further penetrate its traditional markets through a
broader range of services. It has identified several initiatives to Bureau Veritas will take advantage of specific growth drivers in
achieve this objective, including Opex services (provided during key selected geographies:
the operational phase) in specific segments (Oil & Gas, Power &
Utilities, Chemicals). ● Europe, which is the reference for issuing standards and
regulations on quality, health, safety and the environment;
Bureau Veritas also plans to increase its exposure to sectors
related to consumer spending through four initiatives: Building & ● the United States, which has a strong economic outlook and in
Infrastructure, Agri-Food, Automotive and SmartWorld. which many Fortune 500 companies are headquartered;
● China, with the gradual opening of the domestic TIC market.
The Group will continue to expand and reinforce its geographic
2. Become the partner of choice of large footprint in emerging markets, especially Africa and Asia.
international corporations for facilitating and
securing their transactions and operations
5. Continue to play a leading role in TIC market
Bureau Veritas is shifting towards more integrated and global
solutions (combining inspections, audits, testing, data consolidation
management), increasing the digital content of its services, and
accelerating the roll-out of the key account management strategy In line with its successful model based on a combination of organic
launched in 2014. and external growth, Bureau Veritas will continue to acquire small
and mid-size companies in specific markets and geographies.

3. Further deploy an efficient operating model

to improve its agility and productivity
The Group is further developing internal initiatives such as
Excellence@BV and will step up the digital content of its services.
All initiatives will be supported by the strong commitment of its
people and endorsed by the Group’s Human Resources &
Corporate Social Responsibility strategy.

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 Presentation of the Group
Strategy 1
1.5.3 Initiatives to accelerate growth
In 2016, the Group illustrated its strategy for accelerating growth by announcing the eight initiatives outlined below.
Given market trends and the contribution and potential of each of these growth initiatives, the Group decided in 2017 to focus future
development efforts on just five of the original eight. Together amounting to around 30% of Group revenue, these five initiatives will offer
the Group an additional source of growth and help it achieve its diversification strategy.

1. Buildings & Infrastructure (1) 5. Smartworld (1)

The Group will benefit from its global leadership in this sizable and The Internet of Things will impact every market in which
fast-growing market. It will further develop its activities in Bureau Veritas operates. The number of connected devices is
emerging markets where urbanization is leading to a surge in expected to grow exponentially for example, creating a significant
demand for infrastructure and transportation. More stringent market opportunity for equipment testing but also for new
regulations will also open up significant opportunities for TIC services related to connectivity and data security. Bureau Veritas
services. The Group will continue to develop innovative solutions
and Opex services, both in mature and in emerging countries.
will benefit from its leading position, expertise, and reputation in
this segment. 1
2. Opex services in specific markets: Oil & Gas, 6. Certification global contracts
Power & Utilities, Chemicals (1)
The system certification market is still fragmented and is
Bureau Veritas plans to develop its market share in Opex-related expected to consolidate as large international corporations
services for the oil & gas, Power & Utilities and Chemicals increasingly entrust system certifications to a single certification
markets. The Group has identified these three markets on account body. Thanks to its global footprint, Bureau Veritas is ideally
of their common characteristics, i.e., a high degree of placed to address this new market need. With the implementation
fragmentation, the outsourcing potential and the opportunity to of key account management, Bureau Veritas’ ambition is to
build recurring business models. It will leverage its excellent strengthen its market share on global contracts.
reputation and expertise, in particular in Capex and
product-related services.
7. Marine & Offshore
3. Agri-Food (1) Bureau Veritas is one of the top players in the highly profitable
Marine & Offshore business. Its resilient business model combining
The TIC market for Agri-Food should see vigorous growth buoyed verification of newly constructed facilities and inspections of
by the population increase, the globalization of the food supply in-service facilities will continue to reduce its exposure to market
chain, more stringent regulations and rising consumer demand for cycles. Bureau Veritas’ strategy is to develop its business in
quality. The Group is already present across the entire supply innovative services around energy efficiency and risk
chain, enjoying front-ranking positions in specific market management, and to maintain its technological leadership.
segments, a global network and international accreditations. The
Group plans to expand its geographic presence while enlarging its
portfolio of services. 8. Adjacent segments – retail and mining
Most retail and mining clients call on Bureau Veritas for just one
4. Automotive (1) type of service. The Group sees significant cross-selling
opportunities in offering the full portfolio of asset- and
The automotive market is having to contend with several product-related services to existing customers through key
deep-seated trends, including the relocation of production and account management. The Group will diversify into recurring
consumption to emerging countries and the fundamental shift to businesses and position itself as the provider of choice.
“smart” cars and electric technologies. These trends will generate
additional needs for TIC services. Bureau Veritas has built a strong
presence in supply chain services, electronics and connectivity
during the last five years. It aims to leverage these key areas of
expertise and further round out its portfolio of services to become
a recognized player in this sector.

(1) One of the five refocused initiatives since January 1, 2017.

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1 Presentation of the Group
Strategy

1.5.4 Two key markets: the US and China

United States China

As a global economic powerhouse, the US is a priority market for China is one of the world’s most dynamic countries, with buoyant
Bureau Veritas. The global headquarters of many different demand for infrastructure, transport and energy. China’s TIC
companies can be found in the US and the TIC market in the market will potentially prove the biggest in the world. Today, only
country is estimated to be worth over €30 billion. Bureau Veritas a fraction of this market can be accessed, since most is covered
has stepped up its expansion in the US over the last few years, internally and by public services. Structural growth drivers (rise of
reporting a 2.5-fold increase in revenue. The country represented the middle classes, increasing environmental awareness, ongoing
almost 10% of total Group revenue in 2016. improvement in local quality standards, etc.) are powerful
catalysts for TIC demand and help open up the domestic market
The Group’s strategy has three main focuses:
to international players.
● bolstering its leading position in the consumer products, Oil &
The Group is already present in China through all of its businesses
Gas, Construction and industrial equipment markets;
and is expanding its presence and regional coverage with the
● expanding its activities in new market segments such as ultimate aim of becoming a front-ranking player in the domestic
SmartWorld, Agri-Food, Aeronautics and Automotive; Chinese market. The three acquisitions announced in 2016 are
consistent with this strategy. At the end of 2016, China (including
● rolling out its Excellence@BV initiative with lean management, Hong Kong) accounted for 16% of revenue, making it the largest
shared service centers and pooled purchasing. country of the Group.

1.5.5 Four major factors

Human Resources The Group has selected over 130 strategic accounts based on a
three-year revenue potential. Each of these accounts is monitored
by a person responsible for their development. Particular attention
Motivated and skilled employees is paid to the development and training of key account managers
and market leaders. Key account managers are responsible for
One of Bureau Veritas’ greatest assets is its employees. They are growing their account, while market leaders ensure that the
selected for their understanding of the local culture, their growth strategy is aligned with the specific needs of each business
industrial, technical, operational or sales expertise, their passion sector. The aim is to adapt Bureau Veritas’ portfolio of services by
for helping businesses effectively manage their needs, and their offering key accounts high value-added solutions. In 2016, the
commitment to the Group’s values. Group had virtually completed its process of hiring key account
managers and market leaders.
With 69,000 employees, Bureau Veritas has an enriching mix of
cultures and personalities. The Group continuously invests in its This sales strategy began to pay off in 2016 even though the main
employees and takes staff training very seriously. Helping its benefits should be felt in the next few years.
teams to develop their professional skills has always been a
priority.
Excellence@BV
An experienced management team
To partner its strong growth and international development,
The consistency and experience of the management team have
Bureau Veritas launched a lean management approach in 2012.
allowed the Group to develop a strong business culture founded
The lean management culture is based on process management
on merit and initiative.
and rounds out the Group’s historical, experience-based business
model. Lean management is the Group’s operating system in this
new corporate culture, defined as an ongoing performance
Key account management improvement approach.
It is designed to generate productivity gains and cost savings and
Bureau Veritas has identified account management as one of its to make performance more robust and consistent. This culture of
main drivers of organic growth. Bureau Veritas is continuing to roll ongoing improvement gives Bureau Veritas the agility it needs to
out its global key account strategy following its launch in 2014. successfully navigate a constantly changing environment.
The aim is to increase its share of business with large international
corporations.
This three-pronged strategy is based on:
1) identifying and selecting strategic accounts in line with the
Group’s growth initiatives;
2) organizing the Marketing & Sales function and increasing
professionalism;
3) applying a market-specific approach in order to best meet
the particular needs of each market.

Bureau Veritas - 2016 Registration Document 20

 Presentation of the Group
Strategy 1
In practice, the Lean management approach is rolled out around 1) reducing the cost of the goods or services which
two objectives. Bureau Veritas buys, particularly by leveraging volumes
through global contracts;
● First, existing processes are re-engineered through value
stream mapping. These maps simplify and harmonize 2) creating an actionable supplier database. This means
processes, thereby generating productivity gains and overall reducing the number of suppliers and purchasing contracts
performance sustainability. put in place;
● Second, scorecards are deployed within its operating units. 3) ensuring compliance with clearly formalized governance
Scorecards will enable the performance of operating units to be rules, both with respect to internal processes (e.g.,
harmonized and will therefore allow for proactive management segregation of duties between the purchaser and the referral
of key indicators in order to obtain a high degree of flexibility agent) and external processes (e.g., ethical purchases).
and quality in a decentralized environment.
The Group is also ramping up shared service centers in order to
The Lean approach will help the Group meet its mid- to long-term centralize support functions such as IT services, finance and
objectives by improving its margin and designing processes able to human resources.
manage expected growth. Optimized (efficient and attractive)
processes can simplify post-acquisition integration.
The Lean approach takes the form of six strategic initiatives:
● The shift to digital solutions (“dematerialization”) leverages new
Digitalization
Digitalization has already profoundly changed relations with end
1
technologies in order to prevent employees from having to
make physical trips for standard inspections. consumers, in both sales channels and in terms of the consumers’
experience of products and services. Its impact on industrial
● Data management through configurators and optimized data markets is becoming a tangible reality. For example, GE has
architecture makes information systems more efficient. estimated that by 2020, over 152 million cars will be connected
to the Internet, as well as 68,000 aircraft engines and 10,000 gas
● Auto-notification enables information to be provided to clients
turbines (source: 2015 annual report).
in real time at each stage of the process.
In light of this, Bureau Veritas intends to leverage its position as
● Process re-engineering is a fundamental tool for adapting
third-party player with industrial companies to become the
processes so that they best meet client needs in terms of cost,
flagbearer for digitalization and industry 4.0. Ultimately, this
quality and timing by refocusing teams’ efforts on value added.
should help support the Group’s growth ambitions and improve
● Scheduling optimizes the time available to the teams so that margins while bringing Bureau Veritas closer to its clients’
they can complete the work requested by our clients. strategies, using its competitive edge to further cement customer
loyalty.
● Lastly, route management helps optimize journey times for
inspectors on the ground. The Group’s “digital trust” offering is anchored around five key
areas. It took shape in 2016 with several dozen digital solutions
Other projects currently in progress are designed to improve developed internally or in partnership with digital players in the
purchasing management at Bureau Veritas with the aim of: market, as well as in conjunction with the digital departments of
the Group’s clients.

BUREAU VERITAS DIGITAL TRUST

DIGITALLY- TIC SERVICES DATA GATE DATA TIC FOR

AUGMENTED FOR DIGITAL KEEPING INTELLIGENCE DIGITAL
TIC PRODUCTS SERVICES

Details of these areas along with a description of achievements Digitally-augmented TIC

are set out below.
Description
This concerns the digitalization of TIC activities aimed at providing
clients with faster, more personalized and smarter services.

21 Bureau Veritas - 2016 Registration Document

1 Presentation of the Group
Strategy

Achievements: Achievements:
● implementation of over ten high-tech solutions such as drones ● development of client portals incorporating historical
and smart inspectors with a view to improving the Group’s comparisons and benchmarking, as well as
customer service; test/inspection/audit reports;
● roll-out of an international e-commerce solution for the mass ● roll-out of an automated platform featuring the latest
testing and certification market regulatory news that uses semantic analysis technologies, sold
([Link] online through a subscription model (see
[Link]
● extension of 3D-modeling inspection services (Building
Information Modeling) for construction, based on international
automated inspection solutions; TIC for digital products (BV SmartWorld)
● launch of SafeOps to help food retailers and restaurateurs Description
manage food safety and operations effectively and
cost-efficiently ([Link] Today, three trends are revolutionizing the world of smart
products: 1) the fast-paced adoption of wireless technologies,
which is growing exponentially; 2) increasing complexity: products
Data gate keeping are increasingly high-tech, including those with no initial electronic
component; and 3) the ubiquitous nature of digital media: every
Description
industry is adopting smart technologies allowing them to compile
As digitalization become more pervasive, numerous analysts see and exchange data on products, people, buildings, and so on,
data as a precious resource in the new digital economy. Today, leading to a larger-than-ever proportion of automated activities.
data exchanges between several different stakeholders facilitated Against this backdrop, Bureau Veritas is to strengthen its
by technological advances are helping to create new services and leadership in smart objects for telecommunications companies,
to open up new markets. As a trusted third-party player, while at the same time penetrating other market segments.
Bureau Veritas has a leading role helping to put in place these
Achievements:
trust-based ecosystems for data sharing and exchange.
● adaptation of the Consumer Products business’ offering to new
Achievements:
digital products such as smart wear, smart home/building
● Building in One platform adopted by several clients to manage solutions, intelligent transport focused on smart/unmanned
their sites’ documents, technical data and mapping vehicles and V2X solutions (USDOT, Mirrorlink).
([Link]
● partnerships with leading suppliers of 3D solutions to create TIC for digital services
digital twins of assets (ships, buildings, industrial sites, etc.) for
Description
the Group’s clients, classify 3D-modeled objects and manage
model integrity and compliance. Digitalization makes business data a key competitive advantage
for companies that have resolved the operational issues involved
in identifying, securing and using such data. The immense majority
Data intelligence of industrial companies are currently in the process of revisiting
Description their business models and/or operations in light of the data they
are able to collect and make use of. To assist clients in this
Bureau Veritas has been bringing added trust to the economy respect, Bureau Veritas is positioning itself as a
since 1828, compiling and analyzing technical data and issuing certification/inspection body and trusted channel in data
informed reports. Today, its challenge is to go beyond the business exchanges, from both a security standpoint and in terms of
of issuing reports and analyze the data collected over time in managing personal data.
order to offer clients digitally-actionable information by:
Achievements:
● providing benchmark studies, insights, recommendations or
forecasts regarding client assets, products, processes and ● launch of an aggregated offer used by a leader in cloud
market position, and greater supply chain visibility; solutions, combining conventional information systems
certification (e.g., ISO 27000) with cyber security labels (e.g.,
● combining human expertise and automated skills, thanks to Cyber Essentials);
analyses of past information and decision-making (machine
learning). ● set-up of worldwide certification based on personal data
protection
([Link]
particularly ahead of future new regulations concerning the
quality, integrity, security, and impartiality of data exchanged or
processed electronically.

Bureau Veritas - 2016 Registration Document 22

 Presentation of the Group
Strategy 1
1.5.6 Acquisitions: an active and selective external growth strategy
As a player in a highly fragmented market, Bureau Veritas which are described in section 1.3– History in this chapter of the
positions itself as an active consolidating force in its industry. The 2016 Registration document), most are bolt-on acquisitions of
Group’s history has been shaped by numerous acquisitions which smaller companies.
today allow it to enjoy front-ranking positions in many different
Acquisitions enable the Group to expand its portfolio of
countries and businesses.
businesses and to:
Over the last ten years, the Group has made more than
● increase its presence in regions where it already operates by
100 acquisitions, representing aggregate cumulative revenue of
rounding out its business portfolio;
over €1.6 billion. Acquisitions also represent an important part of
its strategy and are expected to contribute significantly to its ● gain a foothold in new regions;
additional growth target through to 2020.
● broaden the scope of its expertise.
Acquisitions must meet criteria for the Group in terms of price,
scale, profitability and value creation. While some acquisitions are In 2016, Bureau Veritas made nine acquisitions, representing
aimed at developing new platforms (five acquisitions with revenue cumulative annual revenue of €124 million.
above €100 million carried out over the past 20 years, most of
1
1.5.7 Mid- to long-term ambition
Bureau Veritas’ mid- to long-term ambition is to:
● confirm its return to organic growth of between 5% and 7% per ● achieve adjusted operating margin in excess of 17% by 2020;
year by 2020;
● continue to generate high levels of free cash flow.
● increase Group revenue by around €1.5 billion between 2015 (1)
and 2020, with a balanced contribution from organic growth
and acquisitions;

(1) At the exchange rates used in the initial plan, as presented at the October 2015 Investor Days.

23 Bureau Veritas - 2016 Registration Document

1 Presentation of the Group
Presentation of business activities

1.6 Presentation of business activities

1.6.1 Marine & Offshore
GROUP REVENUE GROUP ADJUSTED OPERATING PROFIT

9% 14%
Marine & Offshore Marine & Offshore

2016 2016

A portfolio of high value-added services for a loyal client base

Bureau Veritas classifies ships and offshore facilities by verifying and risk assessment for the offshore industry (acquisition of
their compliance with classification rules, mainly regarding MatthewsDaniel in 2014); marine accident investigations, pre-and
structural soundness and the reliability of all related equipment. post-salvage advice and the re-floating of vessels (acquisition of
This mission is usually carried out together with the regulatory TMC Marine Ltd in 2016); and niche services to manage risk at sea
(“statutory”) certification mission. during offshore operations or projects with MAC.
Class and regulatory certificates are essential for operating ships. In 2016, 41% of Marine & Offshore revenue was generated by the
Maritime insurance companies require such certificates to provide classification and certification of ships under construction and
insurance, and port authorities regularly check that valid 59% was generated by the surveillance of ships in service and
certificates exist when ships come into port. Similarly, keeping complementary services.
existing offshore facilities in compliance with safety and quality
The Group is a member of the International Association of
standards as well as regulatory requirements is also crucial for
Classification Societies (IACS), which brings together the
operators.
12 largest international classification societies. They class more
Marine & Offshore services are designed to help customers than 90% of world tonnage, with the remaining fleet either not
comply with regulations, reduce risk, increase asset lifecycles and classed or classed by small classification companies operating
ensure operational safety. The Group’s services begin at the mainly at the national level.
construction phase, approving drawings, inspecting materials and
equipment, and surveying at the shipyard. During the operational
life of the assets, Marine & Offshore experts make regular visits Worldwide network
and offer a comprehensive range of technical services including To meet the needs of its clients, the Marine & Offshore network
asset integrity management. On behalf of its clients, spans 90 countries. In addition to 18 local design approval offices
Bureau Veritas monitors any changes in regulations, identifies located near its clients, the Group’s network of 180 control
applicable standards, manages the compliance process, reviews stations gives it access to qualified surveyors in the world’s largest
design and execution and liaises with the authorities. ports. This means that visits can be conducted on demand and
The Group has also diversified into several complementary without the delays that could be detrimental to the ship’s
services for its Marine & Offshore clients, including loss adjusting business and owner.

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 Presentation of the Group
Presentation of business activities 1
A highly diverse fleet under Bureau Veritas class facilities for the exploration and development of both coastal and
deep-water oil and gas fields (fixed and floating platforms,
Bureau Veritas ranks number two worldwide in terms of the offshore support vessels, drill ships, subsea facilities). The fleet
number of classed ships and number five worldwide in terms of classed by Bureau Veritas is highly diverse, and the Group holds a
tonnage (Source: Bureau Veritas estimates). The Group has leading position in the market for highly technical ships such as
recognized technical expertise in all segments of maritime liquefied natural gas (LNG) or liquefied petroleum gas (LPG)
transport (bulk carriers, oil and chemical tankers, container ships, carriers, FPSO/FSO floating production systems, offshore oil
gas carriers, passenger ships, warships and tugs) and offshore platforms, cruise ships, ferries, and specialized ships.

A diversified and loyal client base

Bureau Veritas Marine & Offshore has several thousands of clients, and the largest represents approximately 2% of the business segment’s
revenue. Key clients are:
● shipyards and shipbuilders around the world; ● oil companies and Engineering Procurement Installation
Commissioning (EPC) contractors involved in the construction
● equipment and component manufacturers;
and operation of offshore production units;
● shipowners;
● insurance companies, P&I clubs and lawyers.
1
Changes in the order book
in millions of GRT (gross registered tonnage)

22.3
18.3
16.3 17.1
15.1
13.6

8.6
6.8 7.5 6.9
4.6
1.9

Dec. 2011 Dec. 2012 Dec. 2013 Dec. 2014 Dec. 2015 Dec. 2016

New orders Order book

Changes in the Group’s in-service fleet

11,345
12000

11,300
10,914
10,519
10,152
9,892
109.1 113.9
10000

103.6
97.4
90.9
86.2

8000

Dec. 2011 Dec. 2012 Dec. 2013 Dec. 2014 Dec. 2015 Dec. 2016

In millions of gross ton In number

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1 Presentation of the Group
Presentation of business activities

Changing market conditions years shaped by few new orders, the market rallied in 2013,
buoyed by opportunistic orders placed as prices in shipyards fell,
despite significant residual overcapacity in the market. 2014 and
A changing regulatory environment 2015 benefited from this upturn.
2016 saw a downturn in the cycle however, and was a difficult
International regulations applicable to maritime safety and
year in the Marine & Offshore markets. As a result of overcapacity
environmental protection continue to evolve, providing
in the Marine segment, new orders for bulk carriers or large
classification companies with growth opportunities. These include:
container ships (together representing 13% of the fleet classified
● new regulations to reduce greenhouse gas emissions for new by Bureau Veritas expressed in number of vessels) contracted
and existing ships in accordance with the international sharply over the last quarters.
conventions adopted under the aegis of the International
The market in China and South Korea has been particularly
Maritime Organization (IMO) and the European Union. To
difficult, with the closure of several shipyards. In Europe, where
respond to these regulatory requirements and to help
Bureau Veritas does a large amount of business, operations have
shipowners reduce energy costs, Bureau Veritas has developed
proved fairly resilient, owing chiefly to passenger vessels.
a range of dedicated services and tools;
Declining activity in the Offshore segment is a result of low oil
● the 2004 convention on Ballast Water Management (BWM) prices and a freeze on most Capex projects, with the notable
adopted under the aegis of the IMO, which makes it mandatory exception of floating storage and regasification units (FSRU), LNG
to obtain approval for ballast water treatment systems and carriers and the emerging market of renewable marine energies.
imposes changes in ship design. This regulation will come into
Against this backdrop, Bureau Veritas is concentrating on two key
force at the beginning of September 2017;
areas:
● the Hong Kong international convention on ship recycling, which
● digitalization and;
was adopted in May 2009 and is expected to come into force
around 2018; ● high value-added services.
● the European ship recycling regulation which will take effect in
2020. It requires ships to have on board an inventory of
hazardous materials (IHM); Digitalization and the development of a high
● regulations applicable to ships for inland navigation value-added service offering
transporting hazardous materials. Bureau Veritas is one of three
classification societies recognized by the European Union;
● the new International Association of Classification Societies
Digital innovations focused on performance
(IACS) unified requirement concerning on board use and 2016 saw the Group sign a flagship partnership with Dassault
application of computer-based systems, which came into force Systèmes. Bureau Veritas uses the software manufacturer’s
on July 1, 2016; digital platform to enable continuous assessment throughout the
lifetime of ships and offshore platforms, as well as onboard
● a global move towards a “safety case” system for the offshore
equipment. Specifically, the Group provides a 3D model of
industry, which requires the expertise of an independent
shipbuilders’ and offshore operators’ assets to help owners and
verification body;
operators in their decision-making, optimize maintenance and
● Regulation (EU) 2015/757 of the European Parliament and of repair, and reduce costs and downtime. This is a key step in
the Council of the European Union on the monitoring, reporting Bureau Veritas’ digital transformation.
and verification (MRV) of carbon dioxide emissions from
The Group has also equipped its clients and employees with
maritime transport, which came into force on July 1, 2015.
productivity-enhancing tools that make fleet management easier.
Monitoring plans are to be submitted for verification in 2017
These include solutions like MyJobs, Connected Surveyors and My
and emissions reports are to be submitted for verification in
VeriSTAR and the use of tablets and smartphones by inspectors
2019;
on board ships and platforms. This strategy has helped
● the International Maritime Organization (IMO) Data Collection Bureau Veritas produce reports faster and improve client service.
System (DCS) regulation concerning carbon dioxide emissions,
The Group is also working actively on other solutions to improve
which will come into effect in 2019.
the efficiency and security of its clients’ assets and systems. Chief
among these are innovative solutions to promote energy
Volatility in new orders efficiency and to protect onboard equipment and systems from
cyber-attacks.
The market for the construction of new ships is fairly cyclical. Until
2008, demand was buoyed by sustained growth in the global
economy, the rise in the number of economic partners (China, A strategy based on broadening the service offer
Brazil, Russia, and India) and increasing distances between the
Developing high value-added services and increasing the client
main centers of production and consumption. All maritime
portfolio that the Group can serve represents a second avenue for
transport was subsequently affected by the economic crisis that
growth. In 2016, several acquisitions were carried out as part of
erupted in 2008. The global fleet’s tonnage capacity increased
this strategy. These included TMC Marine which provides pre- and
due to the delivery of orders placed before the crisis. This led to
post-casualty advice and support to clients such as P&I clubs, law
overcapacity in transport supply, in particular in the bulk carrier
firms, insurers, salvage companies and shipbuilders.
and container ship segments, and to a fall in freight rates. After

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 Presentation of the Group
Presentation of business activities 1
As a result, Bureau Veritas now offers a comprehensive range of services for new types of customers, along with highly specialized solutions
that help its existing clients optimize their assets.

1.6.2 Industry
GROUP REVENUE GROUP ADJUSTED OPERATING PROFIT

20%
Industry
16% 1
2016 2016 Industry

A portfolio of services covering the entire reliability studies, and shop and on-site inspections, from design
to commissioning;
asset lifecycle
● services related to production continuity and asset integrity
Bureau Veritas supports its industrial clients by conducting management during the Opex phase in order to optimize asset
compliance assessments for equipment and processes throughout performance. These services include regulatory inspections and
the life of industrial facilities. This involves verifying the quality of audits during the operation of industrial facilities,
equipment, the reliability and integrity of assets and their non-destructive testing during shut-downs, and measurement
compliance with client specifications, as well as with national and of fugitive emissions;
international regulations.
● independent third-party certification of equipment or facilities,
The solutions offered by Bureau Veritas fall into four main in accordance with regional, national or international
categories: regulations;
● assistance for industrial projects during the investment phase ● HSE project management for industry, technical instruction of
(Capex), including design review, risk and safety studies, staff, and the delivery of qualifications relating to technical
standards and client specifications.

Decommissioning Feasibility and design

Risk analysis Definitions of standards and specifications
Operational safety Technical studies
Conformity assessment Analysis of process risks
6 1 Risk assessment
Design review and approval
CAPEX
OPEX

Modification Procurement
Fitness for purpose
Design review 5 2 Supplier selection
Equipment certification
Extension of useful life Shop inspection

Operation 4 3 Construction
QHSE audits Conformity assessment
QHSE management services Performance assessment
Asset integrity management
Emergency planning

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1 Presentation of the Group
Presentation of business activities

Broad coverage of industrial markets Key market growth factors

Bureau Veritas’ Industry services cover many different sectors, The market for TIC services for industry is highly fragmented due
including Oil & Gas (upstream, midstream, downstream), to the diversity of end markets, and is defined by a large number
representing around 47% of revenue in 2016, as well as Power & of local firms and few large global players. The Group believes it
Utilities (nuclear, thermal and renewable energies; gas for urban was the world’s leading provider of industrial inspection and
supply, water supply systems, waste management), Chemicals certification services in 2016.
and Processing (cement, paper, etc.), Manufacturing (equipment,
The factors Bureau Veritas sees as driving market growth are as
machines, modules), Metals & Minerals, Transport and Logistics
follows:
(aeronautics, rail, terminals, port facilities, containers, etc.).
● The number of industrial projects and the development of new
regions and industries: Bureau Veritas believes that
investments in industrial facilities and infrastructure will remain
A fairly diversified client base significant, particularly in high-potential economies. Most
sectors should benefit from this trend with the exception of Oil
Bureau Veritas serves a wide range of industrial firms across the & Gas, which has seen a fall in exploration projects amid
value chain: asset owners and managers, engineering firms sluggish prices. The development of new industries such as
(EPC contractors), construction sites and equipment renewable energies, high-speed rail and urban transport also
manufacturers. The Group acts as an independent third-party offers new growth opportunities for the TIC market.
player, second-party inspector, technical consultant or external
contractor for managing the QHSE aspects of a given project. ● Opportunities regarding existing assets (Opex services): amid
tighter financial conditions, industrial players are looking to
Bureau Veritas’ clients are large international corporations prolong the life and use of their existing assets while reining in
operating worldwide and regional leaders of various sectors, as operating costs. Certain clients are reconsidering outsourcing
well as a considerable number of small local firms within each control and inspection activities, thereby giving rise to new
country. The Group provides an effective response to the needs of opportunities for growth. All sectors including Oil & Gas are
its clients through its targeted sales and marketing strategy, with benefiting from this trend.
the Group’s global network ensuring that each client receives the
same high-quality service. To deliver on its mission, Bureau Veritas ● More and stricter regulations and standards at both regional
has cutting-edge IT systems and tools used to manage operations, and international level, along with the globalized nature of the
along with robust internal quality and risk management systems. supply chain, are making the operational environment
increasingly complex for industrial firms.
The Group’s biggest client in its Industry business operates in the
Oil & Gas sector and accounts for around 5% of revenue. ● The growing emphasis placed on safety and environmental
risks, along with sustainable development issues in general,
owing to their significant impact on a company’s brands and
reputation.
A global presence and significant exposure to
high-potential regions
Bureau Veritas’ Industry business is present across the globe. The A strategy focused on diversification and on
Group is active in all major industrial countries (France, Australia, more recurrent business
the US, Italy, the UK, Germany, the Netherlands, Spain and Japan)
and high-potential regions (Latin America, India, China, Africa, the The Group will leverage its top-ranking position on the global
Middle East, South East Asia and the Caspian Sea countries). market for inspection and asset management services for industry
in order to continue diversifying its industry exposure and
increasing its market share in Opex services.
2016 REVENUE BY GEOGRAPHIC AREA In terms of diversification, it has identified key markets offering
significant growth potential such as power & utilities, transport
and chemicals.
18%
To improve the recurring nature of its businesses, Bureau Veritas
South America
has rolled out an initiative to develop Opex services, particularly
for the Oil & Gas, Power & Utilities, and Chemicals sectors. To
meet this objective, the Group will use and replicate the
26% Capex/Opex model which it has successfully rolled out in other
Europe businesses, with key account management in particular helping to
increase its market share with existing clients.
10%
North America

18%
Eastern Europe,
Middle East, Africa

28%
Asia Pacific

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 Presentation of the Group
Presentation of business activities 1
1.6.3 In-Service Inspection & Verification
GROUP REVENUE GROUP ADJUSTED OPERATING PROFIT

2016 2016

13%
In-Service Inspection
11%
In-Service Inspection
1
& Verification & Verification

A portfolio of services aimed at improving the quality, safety and performance of buildings
and infrastructure in operation
Bureau Veritas’ mission is to provide independent assistance to 2016 REVENUE BY GEOGRAPHIC AREA
clients such as asset owners, operators and managers, in order to
help them attain their performance, safety and regulatory
compliance objectives when operating their real estate assets, by 4%
reference to the best international practices. South America
Bureau Veritas designs a suite of services tailored to the needs of
its clients and their environment (the type of parties involved,
local regulations, operating and maintenance techniques), using
the best inspection, testing, critical data analysis and online 22%
reporting tools. The Group has an international network of experts North America
in various fields including structure, envelope, electrics, fire safety,
air conditioning, heating, elevators and lifting equipment, pressure 67%
equipment, indoor air quality and acoustics. 2% Europe
Asia Pacific including France
The service offering covers all types of buildings and facilities, 44%
particularly residential buildings, commercial buildings (offices, 5%
hotels, hospitals, stores and supermarkets, logistics warehouses, Eastern Europe,
Middle East, Africa
industrial buildings, multipurpose complexes), public buildings,
road, rail, port and airport infrastructure, and sports and leisure
facilities.
The In-Service Inspection & Verification business is recurrent,
owing partly to the periodic inspections required by regulations
and partly to the fact that the condition of an in-service real
estate asset changes on an ongoing basis and therefore requires
regular inspections. As a result, most of the Group’s business
comes from multi-year contracts or contracts that are renewed
from year to year.
The Group mainly operates in mature countries (France, the UK,
Spain, the US and Japan), but has also developed a presence in
certain high-potential markets (China, Brazil and the United Arab
Emirates).

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1 Presentation of the Group
Presentation of business activities

World leader A strategy focused on geographic expansion,

innovation and productivity gains
The Group believes that it has a number of advantages that have
enabled it to carve out a position as global leader of the In-Service
Inspection & Verification market: Continuing to improve the geographic balance
● it is able to provide a comprehensive offering both to local and The Group has built a solid network in the main high-growth
international clients, leveraging its broad geographic coverage countries. It has developed its presence by supporting the
and the diverse technical capabilities of its local teams, which international expansion of key international accounts and by
allow it to offer a full range of mandatory inspection services; offering solutions for local markets. These include developing
voluntary services in the Chinese market for large global clients,
● it is involved in the construction phase for certain assets, fire safety inspections in shopping malls in Brazil, and factory
making it ideally placed for in-service work; inspections in Bangladesh for the subcontractors of large
● it boasts unrivaled technical expertise based on leading-edge international retailers. The business has also grown in the US,
methodological tools and technologies. The use of an Canada (with the consolidation of Maxxam’s environment
integrated suite of tools has raised the quality of the service activities) and Japan (launch of periodic regulatory building
provided to clients; and inspections).

● its established position in the market gives it access to Developing services focused on performance
historical data and statistics that are used to improve collective management assistance for real estate assets
knowledge.
Bureau Veritas participates in projects that require data
processing capacities (Big Data) and new systems that collect
information using sensors. The Group has therefore adapted its
A market that benefits from structural growth knowledge-sharing, technical support and connected tablet
drivers reporting tools for its technicians and engineers, as well as for its
clients, by making the data available online and interfacing it with
The growing global market for In-Service Inspection & Verification maintenance management tools.
is driven by:
Service quality excellence and improved profitability
● ongoing growth in global real estate;
Optimization of the services portfolio and the roll-out of lean
● the growth of high-potential markets, where the emergence of management has led to a significant improvement in the quality of
the middle classes has resulted in more demanding services and profitability in certain key countries. The aim is to
expectations in terms of quality of life and the performance of continue these efforts and to deploy these best practices in all
buildings and facilities; countries.
● the development of new technologies for buildings and facilities
and their operation;
● the outsourcing by public authorities of certain mandatory
building and facility inspections.

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 Presentation of the Group
Presentation of business activities 1
1.6.4 Construction
GROUP REVENUE GROUP ADJUSTED OPERATING PROFIT

2016 2016

1
13% 13%
Construction Construction

A portfolio of services aimed at improving the quality, safety and performance of construction
projects
Bureau Veritas’ mission is to provide independent assistance to 2016 REVENUE BY GEOGRAPHIC AREA
clients such as supervisory authorities, developers, investors,
engineers and construction firms, and help them attain the quality,
safety and performance objectives for their projects while 9%
complying with regulations and the best international standards. South America
Bureau Veritas builds a range of services tailored to the needs of
its clients and their environment (project development, local
regulations, design and construction techniques), combining the 11%
best design review and testing techniques for the production and North America
pre-production phases and the best calculation and project
management tools. The Group has an international network of
experts in various fields including geotechnics, foundations, 42%
cement, steel, wood and mixed woods, seismology, vibration, fire Europe
safety, facades, waterproofing, air conditioning, heating, electrics including France
37%
and elevators. 32%
The portfolio of services covers all types of buildings and Asia Pacific
infrastructure, particularly residential buildings, commercial
6%
buildings (offices, hotels, hospitals, stores and supermarkets,
logistics warehouses, industrial buildings, multipurpose
complexes), public buildings, road, rail, port and airport Eastern Europe, Middle East, Africa
infrastructure, and sports and leisure facilities.
In order to limit exposure to the cyclical nature of construction
markets, the Group is rebalancing its positioning between mature
and high-potential countries, and has developed complementary
asset management-related services such as technical and
environmental audits, energy audits and assistance in obtaining
“green” building certification. This strategy enabled the Group to
mitigate the impact of the construction crisis in France, which
remains one of the Group’s main markets.
Bureau Veritas operates in mature countries, mainly France, the
US and Japan. It has also expanded its presence in a number of
high-potential markets such as China, Brazil, Singapore, the United
Arab Emirates, Saudi Arabia and South Africa.

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1 Presentation of the Group
Presentation of business activities

A global leader in compliance assessment for developed regulated businesses thanks to its 2012 acquisition of
Huaxia, and its acquisitions of Shangdong Chengxin and Shanghai
the construction market TJU Engineering Services in 2015, and to its voluntary Project
Management Assistance assignments. In 2016, the Group further
Although local by definition, compliance assessment for the expanded its footprint in China, acquiring Chongqing Liansheng
construction market reflects certain key global trends such as: and Shanghai Project Management (acquisitions completed in
● the increasing urbanization of high-potential countries, which 2017).
has given rise to “mega cities” and major infrastructure needs; In 2014, the acquisition of Sistema PRI bolstered the Group’s
● the emergence of the middle classes in these countries, which presence on the facilities market in Brazil and has since helped
has resulted in more demanding requirements in terms of this business expand into other South American countries.
quality of life and the performance of buildings and facilities; The Group’s position in the US has also been strengthened
● stricter sustainable development requirements in mature through geographic expansion and the development of new
economies; products.
● regulatory changes; An innovative portfolio of services tailored to new
● new construction methods, particularly Building Information client requirements
Modeling and increased automation of construction processes. Bureau Veritas has developed its portfolio of services in response
to new client requirements regarding new technologies in
particular. The Group is involved in a number of projects designed
A strategy focused on improving the using Building Information Modeling systems (e.g., the Louis
Vuitton Foundation in Paris) and is adapting its services and
geographic balance of activities and internal tools to this collaborative design methodology.
developing an innovative portfolio of services
Assisted by its main clients, Bureau Veritas developed Building in
OneTM, a cloud-based information exchange platform. This
Bureau Veritas is currently a leading player in the construction
manages building-related data by creating a virtual building that
market. To continue growing, it must roll out the model it
can be accessed by all stakeholders in the property chain.
successfully developed in mature markets – particularly in Europe
– to regions with high potential, and expand its innovative service The Group is also developing its services for sustainable buildings.
offering. For example, Green RatingTM, an environmental performance
benchmarking tool for buildings, now covers new social
Expansion in markets with strong growth potential responsibility requirements. Elsewhere, a partnership agreement
was signed with the US Green Building Council (USGBC), founder
The portion of revenue from high-potential countries increased
of the LEEDTM certification system, in order to support its
from 10% in 2011 to 46% in 2016. The Group has built up a solid
international development.
network in the main countries concerned. In China, the Group has

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 Presentation of the Group
Presentation of business activities 1
1.6.5 Certification
GROUP REVENUE GROUP ADJUSTED OPERATING PROFIT

2016 2016

1
8% 8%
Certification Certification

A full range of customized audit and certification services

As a certification body, Bureau Veritas certifies that the QHSE 2016 REVENUE BY BUSINESS SEGMENT
management systems utilized by clients comply with international
standards, usually ISO norms, or with national, segment or large
company-specific standards.
The Certification business provides a global and integrated
offering, including: 23%
Customized Solutions
● QHSE management system certification services: Quality & Training
(ISO 9001), Environment (ISO 14001), and Health and Safety
(OHSAS 18001);
certification services in accordance with specific sector
46%
●
schemes, in particular for the automotive industry (ISO TS
16949, soon to be replaced by the IATF), aeronautics (AS QHSE
9100), rail (IRIS), Agri-Food (BRC/IFS, ISO 22000, HACCP –
management of food health and safety), the forestry/wood
sector (FSC/PEFC), the nuclear industry and health services. In
France, Bureau Veritas also provides label certification services
in the Agri-Food sector (e.g., Label Rouge, Agriculture Biologique 31%
(AB) and Origine France Garantie); Supply Chain & Sustainability

● environment-related services: verification of sustainability

practices in the fields of climate change (EU ETS), energy
management (ISO 50001), biomass and biofuel sustainability
(EU Directive on Renewable Energy), carbon footprinting
(ISO 14064, PAS 2050), social responsibility (SA 8000, A resilient market
ISO 26000) and sustainability reporting (AA 1000, GRI);
The Certification market has seen steady growth in line with
● customized certification and second-party audits, based on
growth in the world economy. This is due to the fact that
standards defined by clients to audit or certify their network of
Certification covers a wide variety of sectors and has a significant
franchisees, resellers, stores or suppliers;
development potential on account of a still-low penetration rate
● training: accredited by the International Register of Certificated in the corporate market.
Auditors (IRCA), the Certification business also offers training in
Certification is also a very resilient market. Most contracts run on
quality, health and safety, environment, social responsibility,
a three-year cycle, with an initial audit phase during the first year
food safety, information system security, business continuity
and further audits carried out during annual or semi-annual
management and energy management.
supervisory visits in the following two years. The certification
process is generally renewed by the client for a new cycle after a
period of three years. The average attrition rate observed for
these three-year certification missions is low. It averages 10% and
mostly reflects clients who have discontinued their business, who
no longer seek to be active in the markets for which certification

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1 Presentation of the Group
Presentation of business activities

was required, or who have consolidated their numerous ● expertise universally acknowledged by over 50 national and
certification programs into one single program. international accreditation bodies;
In September 2015, ISO 9001 and ISO 14001 were revised. In ● a one-stop-shop offer: thanks to its very broad range of
2016, the first companies upgraded their Management Systems expertise, Bureau Veritas Certification simplifies management
and transitioned to these new standards, which bring more added for the most complex projects (multiple certifications,
value because they involve a company’s entire management team, international issues, etc.);
developing risk management and allowing for standards to be
● efficient report management tools, enabling customers to
more easily assimilated. In late 2016, the transition in
consult audit results for all of their sites throughout the world
transportation began with new IATF standard in the automotive
and monitor key indicators such as the number of audits
industry, which replaces ISO TS 16949, and the revision of
already planned, incidents of non-compliance, certificates
AS 9100 for the aeronautics industry.
issued and invoicing; and
● a certification brand that is known and respected across the
globe as a symbol of expertise and professionalism, enabling
A diversified client portfolio clients to enhance the image of their company and gain the
confidence of their customers and partners.
The Group manages a large volume of certificates (over
139,000 certificates currently valid) for three types of client:
● large international companies, most commonly for external
certification assignments of their management systems
A strategy focused on key accounts and new
covering all of their sites worldwide; product development
● large national companies seeking to improve their performance
and enhance their reputation by certifying their management Increase business with key accounts
systems; and
The Certification market is still fragmented and is expected to
● small and medium-sized companies for which management consolidate as large international corporations entrust their
system certification may be a condition of access to export, system certifications to a limited number of certification bodies.
public procurement, and high-volume markets. The aim is to simplify and harmonize the certification process,
The Certification portfolio is very diversified. The Group’s biggest obtain more visibility over their operations, better deploy and
Certification client represents less than 1% of the business’s assimilate standards and reduce direct and indirect costs related
revenue. to the audits.
Leveraging its global footprint, Bureau Veritas is ideally placed to
address this new market need. Bureau Veritas is one of the few
Market position companies able to offer global certification to the main standards
used by large international corporations.

A front-ranking player Development of new products and services

Bureau Veritas is a leader in Certification along with a few other To assist its clients in implementing the revised ISO 9001, 14001,
global companies. The market is still fragmented, with more than IATF and AS 9100 standards, Bureau Veritas has developed
two-thirds of the world’s Certification business conducted by local bespoke client services which include online training,
and/or small firms. self-assessment tools, pre-audits or audits in order to prepare and
Thanks to its global presence, Bureau Veritas is ideally placed to facilitate their transition to the new requirements.
help its clients develop in high-potential regions, particularly in Other new products round out its existing offering in several
Asia. The Certification business helps build company trust in these critical areas. In risk management, the Group has launched
emerging markets upstream of the supply chain. solutions covering Business Continuity, asset management and
the fight against corruption. The Group’s new offerings in the
Bureau Veritas boasts strong competitive digital field concern cyber security and protection of personal
data. In sustainable development, Bureau Veritas helps companies
advantages:
verify their environmental footprint, social responsibility
● a broad, diverse offering covering all certification services, commitments and sustainable development reports.
meeting needs specific to the main business sectors and
Bureau Veritas is also stepping up the drive to digitalize its
providing innovative, customized solutions to companies
services through several solutions. These include e-learning
wishing to improve their performance;
solutions for training services, the launch of an e-commerce
● a global, coherent network of qualified auditors in all major platform allowing small and mid-sized business clients to
geographic regions, allowing Bureau Veritas to have critical purchase their certification services directly online and benefit
mass in local markets, along with the ability to manage from solutions tailored to their needs, and e-certificates, the new
large-scale contracts through six major regional hubs; secure digital certificates from Bureau Veritas.

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 Presentation of the Group
Presentation of business activities 1
1.6.6 Commodities
GROUP REVENUE GROUP ADJUSTED OPERATING PROFIT

18% 2016 2016

14%
Commodities
Commodities 1

The Commodities business provides a wide range of inspection 2016 REVENUE BY BUSINESS SEGMENT
and laboratory testing services in three main market segments: Oil
& Petrochemicals, Metals & Minerals (including Coal) and
Agri-Food. The Group has a diversified business portfolio covering 18%
all commodities at each stage of the production cycle Agri-Food
(exploration, production, trade), and operates in many geographic
regions.
This balanced portfolio enables Bureau Veritas to weather cycles
related to fluctuations in trading volumes and capital expenditure
and to assist its customers throughout their projects, from
exploration and production to shipping and processing.
49%
Oil
& Petrochemicals

33%
Metals & Minerals

Oil & Petrochemicals

The Group provides inspection and laboratory testing services for essential means by which oil industry players can be sure that
all oil and petrochemical products, including crude oil, gasoline, products comply with industry standards.
light distillates, heavy distillates and petrochemicals.
The Group also offers its clients high value-added adjacent
The segment is mainly focused on the inspection and testing of services such as crude oil assays, LPG services, cargo treatment,
bulk marine oil cargoes, generally during their transfer from bunker quantity surveys, biofuel certification, lube oil analysis and
production sites to the world’s major oil refining and trading measurement services. The acquisition of Maxxam has
centers. Cargo inspection services can assist in providing strengthened Bureau Veritas’ position in natural gas, bitumen and
assurance that valuable bulk commodities are delivered within oil sands analysis.
contractually agreed specifications and limits, avoiding
Most of the activity relates to trade volumes of oil and
contamination and reducing losses.
petrochemicals, which are dependent on the end consumption of
The Group also offers laboratory testing services, which recently these products. Maxxam’s businesses are chiefly related to
became an important growth area with oil refineries, pipeline production volumes in the upstream and midstream segments,
managers and other market players now outsourcing these notably for oil sands.
activities. Laboratory analysis by an independent body is an

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1 Presentation of the Group
Presentation of business activities

Extensive global coverage and a key presence in Agri-Food

major refining centers
Bureau Veritas intends to be a leading provider of inspection,
The Group has a global network of laboratories and qualified Oil & certification and laboratory testing services to the agriculture and
Petrochemicals measurement and inspection experts. food industries, covering the entire supply chain, from farm to fork.
The business is managed from two strategic locations: Houston These services can be split into two categories:
and London. These locations are major Oil & Petrochemicals
trading centers and headquarters for many of the major oil Agricultural commodities inspection and testing
companies and traders. Additional support is provided by other
key locations in Moscow, Rotterdam, Singapore, Geneva, Buenos Services cover all agro-commodities in dry, liquid, bulk or bagged
Aires and Dubai. Maxxam’s petroleum activities are managed from forms. Agro-commodities mainly concern agricultural products
its base in Toronto, Canada, while the laboratories are located in (grains, vegetable oils, biofuel, feedstock and by-products, crude
the Alberta and Saskatchewan regions. and refined glycerin) as well as fertilizers.
Inspection services maximize control at every link in the supply
chain, from hold and hatch surveys to loading and discharge
Metals & Minerals supervision.

The Metals & Minerals segment provides a wide range of Food safety inspection, certification and testing
inspection and laboratory testing services to the mining industry,
covering all minerals (coal, iron ore, base metals, bauxite, gold and Key analyses chiefly cover veterinary drug residues, pesticides,
precious metals, uranium) and metals (coke and steel, copper heavy metals, organic contaminants, nutritional testing, allergens,
cathodes, bullion). These services can be split into two categories: colorants and dyes, along with microbiological, chemical and
environmental-type analyses for a series of foodstuffs.

Exploration and production-related services

(“Upstream services” – around 60% of revenue)
Established presence with major companies
The Group provides laboratory testing services, including sample
preparation, geoanalytical testing along with metallurgy and Bureau Veritas enjoys long-standing relationships with the leading
mineral tests. These tests provide mining companies with crucial operators in the oil, mining and Agri-Food industries, as well as
information at the different stages of a mining operation: with the leading commodity trading companies.
● during the exploration phase, where activity and volumes are
dependent on the launch of new mining projects or on the
expansion of existing mines and therefore commodity prices; Solid competitive advantages
● during the production phase, which has a more recurrent nature
since it is related to the operation of an existing asset. The Group believes that its leading position is based on the
following competitive advantages:

Inspection and testing services relating to ● a global presence, with significant exposure to key geographies
international trade (around 40% of revenue) and high-potential economies;

Trade-related inspection and testing services verify and certify ● strong leadership positions in all commodities segments with
the value of shipments by assessing the quantity and quality of recognized multi-sector technical expertise;
commodities as they are shipped. This business is related to the ● high-level technical capabilities in key locations; and
volume of commodities traded.
● long-standing relationships and a good reputation with major
players in the Commodities sector.
Leading-edge laboratories
Bureau Veritas has world-class facilities in all of its Metals &
Minerals activities. The reputation for quality of service, technical A leading position built through acquisitions
excellence and innovation cultivated by the Group over the years
allows Bureau Veritas to offer high quality service across all Today, the market for Commodities testing and inspection is fairly
laboratories and inspection facilities around the globe. concentrated. Bureau Veritas has played an active role in the
consolidation of this sector.
Since 2007, the Group’s Commodities business has expanded
through a series of acquisitions in Australia (CCI, Amdel), Chile
(Cesmec, GeoAnalitica) and South Africa (Advanced Coal
Technology). In September 2010, the Group took a decisive step
with the acquisition of Inspectorate, a global leader in the
inspection and analysis of commodities (oil, metals and minerals,
and agricultural products). Following this acquisition, the Group
gradually deepened its footprint in Canada (ACME Labs, OTI
Canada Group) before becoming no. 1 in oil analysis services on
this market with its acquisition of Maxxam Analytics finalized in
2014. Also in 2014, Bureau Veritas continued to expand in North
America after its acquisition of US-based Analysts Inc., a specialist
in oil condition monitoring.

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 Presentation of the Group
Presentation of business activities 1
Bureau Veritas believes that it is ranked third worldwide in Oil & In the Metals & Minerals segment, Bureau Veritas’ priority is still to
Petrochemicals inspecting and testing and that it is one of provide a coherent, comprehensive offer, develop new services
two international operators offering the full range of inspection and optimize the Group’s geographic presence. Its ambition is to
and testing services at all stages of the cycle (exploration, increase its market share in trade-related inspections and in
production, international trade) for all minerals. testing services through an expanded network leveraging its
expertise and strong client relations.
Growth in the Agri-Food segment has been fueled by acquisitions.
In 2016, the Group became a leader on the dairy products market In Agri-Food, the Group’s aim is to become world’s leading players,
in Australia following its acquisition of DTS. rounding out its offering to ensure it is present at every stage in
the industry’s supply chain. Bureau Veritas will strengthen and
carve out positions at the world’s biggest agri-commodity import
and export locations, and also intends to develop its solutions on
A strategy focused on geographic expansion niche food testing markets. Bureau Veritas is presently a world
and an enriched portfolio of services leader in rice inspections, in certification for processed products
originating from organic farming in France, and in dairy product
The recent economic environment defined by low oil prices and a testing in Australia. The TIC market for Agri-Food should see
rise in trading of crude and refined products has been a boon to vigorous growth driven by the population increase, the
Oil & Petrochemicals product analysis. The Group continues to globalization of the food supply chain, more stringent regulations
expand in this segment, reinforcing its market share in inspections
and tests of marine cargo by deepening its geographic footprint
and opening new sites. The Group’s strategy is also to develop its
and rising consumer demand in terms of quality and product
traceability. 1
laboratory testing for lube oil, marine fuel and natural gas, and to
manage laboratories outsourced by clients.

1.6.7 Consumer Products

GROUP REVENUE GROUP ADJUSTED OPERATING PROFIT

14%
21%
Consumer Products
Consumer Products

2016 2016

A portfolio of services covering the entire Services are provided throughout the clients’ manufacturing and
supply chains to ensure that products offered to the market
consumer products manufacturing and supply comply with regulatory safety standards or voluntary standards of
chain quality and performance.

The Group provides quality management solutions and The main product categories include:
compliance assessment services for the consumer products ● textiles (clothing, leather goods, footwear);
manufacturing and supply chain. These solutions and services,
which include inspection services, laboratory testing and product ● hardlines (furniture, sporting and leisure goods, office
certification as well as production site and social responsibility equipment and supplies) and toys;
audits, are provided to retailers, manufacturers and vendors of ● electrical and electronic products such as domestic appliances,
consumer products. wireless and smart devices (tablets, smart phones, applications
and connected objects) and automotive products (parts,
components and on-board systems).

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1 Presentation of the Group
Presentation of business activities

2016 REVENUE BY PRODUCT CATEGORY A market driven by innovation and new

regulations
The Group believes that the market will benefit from the following
factors:
37% ● the development of new products and technologies that will
Softlines have to be tested;
30% ● shorter product lifecycles and time-to-market, as
Electrical demonstrated by the swift adoption of wireless/smart
& electonics (E&E) technologies and their emergence in all types of products;
● the continuing tendency of retailers to outsource quality
control and product compliance assessment;
● stricter standards and regulations regarding health, safety, and
environmental protection;

33%
● growing demand from middle-class consumers in emerging
countries for safer, higher-quality products;
Hardlines, Toys, Audits
● the gradual opening up of previously unexploited markets (India
and China) to foreign players;
● the migration of manufacturing facilities to South Asia
The Group provides services: (Bangladesh, India, Pakistan, Sri Lanka) and South East Asia
(Cambodia, Indonesia, Malaysia, Myanmar, the Philippines,
● during a product’s design and development: verification of Vietnam).
product performance, advice on regulations and standards
applicable in all countries across the globe, assistance in
defining a quality assurance program;
Leading positions in key market segments
● at the sourcing stage for materials and components:
inspections and quality control tests for materials and The Group is one of the world’s top three consumer product
components used in manufacturing the product; testing companies, boasting leading positions in textiles and
● at the manufacturing stage: inspections and tests to assess clothing, toys, and other hardlines. More recently, the Group has
regulatory compliance and product performance, as well as strengthened its positions in the Electrical & Electronics segment,
compliance of product packaging, factory audits with respect and more specifically in SmartWorld and wireless testing (mobiles,
to quality systems and social responsibility; and connected devices) and for automotive products.
● at the distribution stage: tests and assessment of compliance
with specifications, and comparative tests with equivalent A particularly robust presence in the US
products.
The Group distinguishes itself from competitors by its robust
presence in the US and its deep penetration of the large US
A concentrated and loyal client base retailer market, which has resulted from the successful integration
of two US companies: ACTS, the US leader for testing toys and
The Group provides its services to retailers, brands and products for children, acquired in 1998; and MTL, the US number
manufacturers throughout the world, but mainly in the US and one for testing fabrics and clothes, acquired in 2001.
Europe for products they source from Asia. Retailers in emerging
countries in Latin America, China and India are also enjoying rapid
growth, and the Group has recently developed its business with Growth in market share in Europe
local Asian clients and manufacturers.
Business in Europe has grown significantly over the past few years,
Most of the revenue from this business is traditionally generated mainly in Germany, which has become an important market. The
by around 100 key accounts. The 20 largest clients represented Group continues to expand its activities and skills in Europe to
just under 30% of the revenue for this business in 2016. reinforce its client base and optimize its position in the toys and
hardlines testing segment. In December 2015, Bureau Veritas
Usually, the Group is accredited by a client-retailer as one of two strengthened its foothold in Italy following its acquisition of luxury
or three inspection and testing companies (generally its major product testing laboratory, Certest.
competitors) designated as an “approved supplier”. In this
situation, manufacturers and vendors can choose which company
will inspect and test their products.

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 Presentation of the Group
Presentation of business activities 1
A growth strategy focused on domestic markets opportunities resulting from the exponential growth in the number
in Asia of connected devices, as regards both equipment testing as well
as new connected services and data security.
To adapt to a market which is driven chiefly by domestic
consumption rather than by exports, the Group has devised a plan Thanks to its acquisition of 7Layers in Germany in January 2013,
to develop its activities on fast-growing domestic markets and the Group became one of the world’s leaders in wireless/smart
particularly China. This means growing organically, such as with technologies. Working hand-in-hand with a broad spectrum of
the 2016 opening of a test circuit for tires in China’s northern Zibo industries involved in the continuous improvement and increased
region, and through acquisitions or joint ventures with local firms. usage of wireless communications technologies, devices, services
and applications for all facets of modern life, in early 2017, the
Group strengthened its foothold on this market by acquiring
Unique supply chain quality management Siemic, one of the main telecoms testing and certification bodies
solutions in the United States.
The Group believes that its “BV OneSource” service offering is a
unique and innovative solution for customers seeking an A new platform in the Automotive sector
integrated solution for global supply chain quality and information
The automotive market is facing the shift of production and
management. BV OneSource offers real-time tracking of the
status of tests and inspections conducted on products as well as
immediate access to applicable reports and regulations. This
digital platform is an analytical tool that helps customers manage
consumption to emerging countries and the move to “connected”
cars and electrical technology. These trends will generate
additional needs for TIC services.
1
their risks, protect their brand and access better information on The majority stake acquired in VEO, a China-based automotive
their sourcing. conformity assessment body, testifies to the Group’s growth push,
aimed at offering Chinese automakers and parts suppliers a
genuine single window solution for both domestic and export
A breakthrough in wireless technologies and markets.
SmartWorld
Innovation remains one of the key factors driving growth. The
SmartWorld initiative was launched to address growth

1.6.8 Government Services & International Trade

GROUP REVENUE GROUP ADJUSTED OPERATING PROFIT

5% 3%
Government Services Government Services
& International Trade & International Trade

2016 2016

A diversified portfolio of services organizations, etc.), exporters, importers, intermediaries, banks,

and international organizations managing development aid
programs (the European Union, the World Bank, and the
Government Services International Monetary Fund).
In the context of these programs, the Verigates client portal
The Government Services & International Trade (GSIT) business
enables foreign trade operators and government authorities to
provides merchandise inspection services (finished products,
confidentially track inspection records step-by-step through to
equipment, commodities) in connection with international trade
delivery of the certificate on a dedicated, secure web platform
transactions. These services are intended for governments
available round-the-clock.
(customs authorities, port authorities, standards

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1 Presentation of the Group
Presentation of business activities

Bureau Veritas offers governments a range of services: and international organizations managing development aid
programs (the European Union, the World Bank and the
● Pre-Shipment Inspection (PSI) contracts, which are intended to
International Monetary Fund).
ensure that import taxes are paid in compliance with applicable
regulations. Clients include customs authorities, finance
ministries and central banks;
2016 REVENUE BY BUSINESS SEGMENT
● contracts for inspection at destination by scanner, which have
the same purposes as PSI contracts and also allow
governments to fight illegal imports and terrorism. To improve
risk prevention, Bureau Veritas set up an X-ray scanning
graduate school (ESIPbv) in West Africa. Clients include
customs authorities, ministries (finance, trade), and port or
airport authorities;
● contracts for the Verification of Conformity (VOC) of imported 41% 33%
merchandise with existing regulations and standards, which are International trade Government
and automotive contracts
intended to prevent unfair competition and fraudulent imports
of non-compliant, counterfeit or poor-quality products. Clients
include standards organizations and trade and industry
ministries;
● national single window foreign trade services, which are
intended to facilitate and optimize the flow of import-export
and transit or transshipment transactions by offering a secure,
electronic platform for customs and port communities aimed at
the entire community of domestic stakeholders of international 26%
trade (public and private sectors). These solutions are offered Verification of Conformity
at every stage of the “Single Window” and help modernize,
optimize and secure business processes. They are provided in
accordance with the best practices recommended by major
international institutions; A changing market
● national “Single Window” services, which are intended to
provide a paperless platform for administrative processes as The increase in international trade since the early 1980s has
part of the move towards online government services. These generated strong demand for trade inspections and verifications.
services cover many different sectors. This type of single However, due to new liberalization rules issued by the World
window is underpinned by an overview of the area of activity Trade Organization and the reduction in customs duties in most
concerned; and countries, traditional PSI controls appear less strategic for the
● consulting activities for European Union project funding. countries concerned and are gradually being replaced by
Verification of Conformity (of products with standards) contracts.

Diversification The drivers of growth for this business are the growing number of
contracts for inspection by scanner, services relating to the
Bureau Veritas also provides a portfolio of services for the verification of products’ conformity with standards, and other
automotive sector which covers the entire supply chain from services related to facilitating trade, in particular the new national
automaker to end user: “Single Window”, as well as services for the automotive sector.
These meet the Group’s aim of ensuring an active presence
● inspection of damage to new vehicles throughout the supply
throughout the automotive supply chain.
chain for automakers. In June 2012, the Group strengthened its
position in this segment with the acquisition of Germany-based
Unicar;
● vehicle stock control of car and agricultural machinery dealers. A leading position
Clients include automotive groups and/or organizations
financing dealers’ inventories. In April 2014, the Group The Group believes it is the global leader in Government Services
bolstered its presence in this segment with its acquisition of US and that its main competitive advantages are:
company Quiktrak; ● recognized know-how and expertise in the market built up over
● mandatory technical inspections of used vehicles. Clients more than 20 years;
include ministries of transport; and ● the ability to put in place new programs very quickly worldwide;
● vehicle damage inspections, including inspections and the ● a dense and stable network of inspectors, laboratories and test
provision of statistics to insurance companies. In January 2011, centers, allowing a reduction in costs and project completion
the Group further strengthened its position in this segment with time; and
its acquisition of Brazilian market leader Auto Reg.
● significant synergies with the Group’s other businesses,
Lastly, Bureau Veritas provides a range of inspection services to especially Consumer Products and Commodities. There are
facilitate international trade. These services aim to offer important synergies in terms of sharing the global network of
independent inspection to verify the compliance and quantity of testing laboratories, for example in connection with Verification
shipments (commodities, consumer products, equipment). Clients of Conformity (VOC) contracts.
include governments, exporters, importers, intermediaries, banks,

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 Presentation of the Group
Presentation of business activities 1
A strategy focused on partnering the shift to helps them to manage change. Single Windows have been
introduced as part of public-private partnerships.
single windows and further diversification in
the automotive sector The automotive market is experiencing deep-seated changes with
the relocation facing the shift of production and consumption to
Recommendations by international organizations encourage emerging countries and the move to “smart/connected” cars and
governments to set up secure web platforms to restructure and electric technology. These trends will generate additional needs
simplify government services. “Single Windows” facilitate for TIC services. Bureau Veritas has built a robust presence in
transactions and also deliver efficiency gains and cost savings. supply chain services, electronics and connectivity over the last
Bureau Veritas assists players in their modernization drive and five years. It aims to leverage these key areas of expertise and
further round out its portfolio of services to become a recognized
player in this sector.

41 Bureau Veritas - 2016 Registration Document

1 Presentation of the Group
Accreditations, approvals and authorizations

1.7 Accreditations, approvals

and authorizations
To conduct its business, the Group has numerous licenses to operate (“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 division

As a classification society, the Group is a certified member of the societies and a “notified body” under the European Directive on
International Association of Classification Societies (IACS), which marine equipment. Bureau Veritas currently holds more than
brings together the 12 largest international classification 150 delegations of authority on behalf of national maritime
societies. At European level, Bureau Veritas is a “recognized authorities.
organization” under the European Regulation on classification

Commodities, Industry & Facilities division

Industry & Facilities personnel, and (iii) an internal quality control system conforming
to applicable standards such as ISO/IEC 17020 for inspection
The Group has more than 150 accreditations issued by numerous companies or ISO 17021 for certification bodies, or those relating
national and international accreditation organizations, including to testing and calibration laboratories (ISO 17025).
COFRAC in France, ENAC in Spain, UKAS and CQI in the United
Kingdom, ANAB in the United States, JAS-ANZ and NATA in
Australia and New Zealand, INMETRO in Brazil, ACCREDIA in Italy, Commodities
DAkkS in Germany, RVA in the Netherlands, BELAC in Belgium,
INN in Chile and DANAK in Denmark. These accreditations cover The Group is a member of several industry organizations including
both its certification activities and its inspection and testing the International Federation of Inspection Agencies (IFIA), the
activities. American Association of Analytical Chemists (AOAC), the
The Group is also a notified body under European directives and American Chemical Society (ACS), the American Petroleum
holds more than 300 approvals, certifications, official Institute (API), the American Society for Quality (ASQ), the
acknowledgments and authorizations issued mainly by American Society of Safety Engineers (ASSE), the American
government organizations. The main international approvals Society for Testing and Materials (ASTM), the National Conference
concern pressure equipment, transport equipment for hazardous on Weights and Measures (NCWM) and the National Petroleum
goods, building materials, Agri-Food products and environmental Refiners Association (NPRA). It is also a member of a number of
measures. British Standards Institution (BSI) committees, including those on
iron ore, non-ferrous concentrates, copper and copper alloys.
All such accreditations and approvals are regularly renewed upon
expiration. The Group is US-customs bonded and approved and is also
accredited by the American Association of State Highway and
Each of the Group’s businesses has set up an organization Transportation Officials (AASHTO) for laboratory asphalt testing.
dedicated to managing and monitoring these authorizations on a Certain minerals laboratories are included as listed Samplers and
centralized basis, and the authorizations are subject to regular Assayers by the London Metal Exchange (LME) and as
audits by the authorities concerned. Obtaining, renewing and Superintendents and Facilitators by the London Bullion Metals
maintaining these authorizations must be justified by qualitative Association (LBMA). The Group is also approved as a “Good
and quantitative criteria concerning the independence, Delivery Supervising Company” by the London Platinum &
impartiality and professional capabilities of the beneficiaries, such Palladium Market (LPPM). Certain Agri-Food laboratories are
as proof of (i) experience in the field concerned over a certain accredited by the Federation of Oils, Seeds and Fats Associations
length of time, (ii) the existence of trained and qualified technical (FOSFA) and the Grain & Feed Trade Association (GAFTA).

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 Presentation of the Group
Material contracts 1
Government Services & International Trade division
The Group is a member of the International Federation of The business is accredited by the International Motor Vehicle
Inspection Agencies (IFIA), which brings together the principal Inspection Committee (CITA) for vehicle inspections.
international inspection companies. For government contracts,
Depending on the products inspected, Agri-Food operations are
authorizations to conduct business are issued as delegations or
accredited by the Federation of Oils, Seeds and Fats Associations
concessions granted by national governments in contracts
(FOSFA), the Grain & Feed Trade Association (GAFTA), the Sugar
entered into with government authorities.
Association of London (SAL) and the Federation of Cocoa
As of December 31, 2016, the division had some fifty government Commerce (FCC).
contracts.
For its PSI (Pre-Shipment Inspection) and VOC (Verification of
Conformity) activities, Bureau Veritas is ISO 17020-accredited by
COFRAC (the French Accreditation Committee).

Consumer Products division

1
The Group holds the following principal authorizations and (NABL), Pakistan National Accreditation Council (PNAC),
accreditations: American Association for Laboratory Accreditation Laboratory Accreditation Correlation and Evaluation (LACE),
(A2LA), French Accreditation Committee (COFRAC), Zentralstelle Komite Akreditasi Nasional (KAN), Thai Industrial Standards
der Lander fur Sicherheitstechnik (ZLS), Hong Kong Laboratory Institute (TISI), Vietnam Laboratory Accreditation Scheme (VILAS),
Accreditation Scheme (HOKLAS), IEC System for Conformity CTIA Authorized Testing Laboratory (CATL), PCS Type
Testing and Certification of Electrical Equipment (IECEE), National Certification Review Board (PTCRB), Global Certification Forum
Environmental Laboratory Accreditation Program (NELAP), (GCF), Bluetooth Qualification Test Facility (BQTF), Bluetooth
Singapore Laboratory Accreditation Scheme (SINGLAS), United Qualification Expert (BQE), Federal Communications Commission
Kingdom Accreditation Services (UKAS), China National (FCC), Industry Canada (IC), Car Connectivity Consortium (CCC)
Laboratory Accreditation for Conformity Assessment (CNAS), and Wireless Power Consortium for Qi certification (QI), Agence
Deutsche Akkreditierungsstelle Chemie GmbH (DACH), Deutsche Nationale de Telocommunications du Brésil (ANATEL), Institut
Akkreditierungsstelle GmbH (DAkkS), AKS Hannover, National National de Métrologie, Qualité et Technologies (INMETRO).
Accreditation Board for Testing and Calibration Laboratories

Each of the Group’s businesses has set up an organization dedicated to managing and monitoring these authorizations on a centralized
basis and the authorizations are subject to regular audits by the authorities concerned. Obtaining, renewing and maintaining these
authorizations must be justified by qualitative and quantitative criteria concerning the independence, impartiality and professional
capabilities of the beneficiaries, such as proof of experience in the field concerned over a certain length of time, the existence of trained and
qualified technical personnel, and an internal quality control system conforming to applicable standards, such as the EN 4005 standard for
inspection companies.

1.8 Material contracts

In light of the nature of its business, as of the date of this course of business, with the exception of the loans described in
Registration document the Company has not entered into the Sources of Financing section in Chapter 4 – Management
material contracts other than those entered into in the ordinary report of this Registration document.

43 Bureau Veritas - 2016 Registration Document

1 Presentation of the Group
Research and development, innovation, patents and licenses

1.9 Research and development,

innovation, patents and licenses
As part of its research and innovation strategy, the Group carries ● its involvement in subsidized joint projects, notably those
out experimental development activities on strategic projects that financed by the Single Interministerial Fund;
aim to bolster its positioning or enable it to capture new markets.
● its participation in the IEC System for Certification of Standards
The Group’s R&D strategy is rolled down through: Relating to Equipment for Use in Renewable Energy
Applications;
● a research partnership with the French Alternative Energies and
Atomic Energy Commission (CEA), with which a dozen or so ● discussions with clients to develop projects of mutual interest
projects are currently in progress on issues as varied as and meetings with start-ups and innovative new businesses;
semantic analysis, blockchains and the Internet of Things;
● the shift of its businesses and solutions to digital media, with
● the publication of a white paper on embedded software. After the development of future inspectors and inspection services.
18 months of R&D, Bureau Veritas published a guide to
The Group is eligible for the research tax credit in France within
evaluating the reliability of embedded software. The guide is
the framework of its business activities. This tax credit is similar to
based on the latest code analysis technologies;
a subsidy in that it is refundable even if it exceeds the amount of
● its involvement in the work of the European Cyber Security tax payable. Accordingly, it is included in current operating profit.
Organisation (ECSO) within the context of an EU-driven
A €2.8 million research tax credit was recognized as a subsidy in
public-private partnership to define the technological roadmap
the 2016 consolidated financial statements.
for the cyber security sector;
A total of €11.1 million in research and development costs
● its partnership with industrial joint research centers like IRT
relating mainly to the Marine & Offshore business was recognized
Jules Verne and with academic laboratories such as that of
under expenses in 2016.
École centrale de Nantes for developing digital solutions for
innovative hydrodynamic studies;

1.10 Information and management systems

The Group’s IT department is responsible for: Management is organized around four continental hubs (Regional
Shared Services Centers): in Nantes (France) for the
● determining the Group’s technological architecture by defining
Europe-Middle East-Africa region and corporate applications; in
the standards for software application development and
Hong Kong for the Asia region; in Melbourne for the Pacific region;
network infrastructure applicable to all businesses and regions;
and in Buffalo, New York, for the Americas region. These shared
● selecting, adapting, deploying and maintaining integrated services centers manage the infrastructure for the global network
corporate applications used in all operating units (email, and provide different support services (help desks, hosting) to
collaboration tools, ERP finance, client relationship their respective continents.
management, human resources and production systems);
A Global Shared Services Center has also been set up in India
● guaranteeing the availability and security of all applications (Noida) with the aim of pooling certain cross-functional processes.
used by the Group; and
In 2016, the total expenses for the Group’s information systems
● managing the Group’s overall relationship with its main (excluding capital expenditure) represented 3% of the Group’s
suppliers of equipment, software and telecommunications consolidated revenue.
services.

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 Presentation of the Group
Risk factors 1
1.11 Risk factors
Investors are advised to carefully read the risks described in this on the Group, its business, its financial position, its results or its
chapter, as well as the other information contained in this outlook should they materialize. The occurrence of one or more of
Registration document. As of the date on which this Registration these risks could result in a decrease in the value of the
document was filed, the risks presented below are the main risks Company’s shares, and investors could lose all or part of their
which the Group believes could have a significant adverse effect investment.

1.11.1 Risks relating to the Group’s operations and activities

Risks related to the macroeconomic
environment Risk management 1
The relevant indicators for measuring global trade volumes,
investments and consumption are monitored by regional heads
Description and heads of the operating businesses. These data are reviewed
by management at the time of the tri-annual operating reviews, in
The Group is present in almost 140 countries through a network order to anticipate changes and adjust the Group’s service offering
of approximately 1,400 offices and laboratories. Through its eight and resources accordingly.
global businesses (Marine & Offshore; Industry; In-Service
Inspection & Verification; Construction; Certification; As part of its 2020 strategy, the Group has launched a series of
Commodities; Consumer Products; Government Services & growth initiatives aimed at diversifying its exposure to different
International Trade), the Group offers its clients services in economic sectors. This will help rebalance the Group’s business
numerous sectors of the economy. While the Group’s business is portfolio and make it more resilient.
diversified and fairly resilient to different economic cycles, it is
sensitive to changes in the overall macroeconomic environment.
Demand for the Group’s services, the price of those services and
the margin they represent, are directly related to the level of its
Geopolitical risks
clients’ business activity, which can itself be affected by
macroeconomic trends.
Description
Developments in certain sectors of the world economy may also
have a significant impact on some of the Group’s businesses. In Given the variety and number of regions in which the Group
particular, developments in international trade could impact the operates, its businesses may be affected by political change or
Marine & Offshore, Government Services & International Trade, instability (elections, referendums, etc.), terrorist attacks, riots
Industry and Commodities businesses; investments in the oil and and war. These risks could have an adverse impact on the viability
gas and mining sectors could particularly impact the Industry and or continuity of the Group’s businesses in one or more countries.
Commodities businesses; household consumption could impact
the Consumer Products business, and new building construction in Risk management
industrialized and fast-developing countries could impact the
Construction business. The Group endeavors to diversify the geographic footprint of its
businesses in order to reduce its exposure to the risks described
In light of the Group’s broad geographic presence, particularly in above. By engaging in ongoing diplomatic and commercial efforts,
emerging countries, its business may be sensitive to inflation the Group is better able to anticipate crises and, with the help of
trends, recession and financial market volatility in these countries. its internal and external counsel, looks to make sure that its
By impacting commercial flows between countries and reducing contracts and agreements are secure.
the technical obstacles to trade, free trade agreements could A crisis management procedure also enables all stakeholders to
have an adverse impact on demand for tests, inspections and quickly respond to a crisis and limit any potential consequences. A
certification. Crisis Alert Committee has been set up for this purpose. It
Macroeconomic trends and an economic slowdown are currently provides any manager facing a crisis situation with immediate
affecting several of the Group’s markets and this could have a assistance in organizing an appropriate response.
significant adverse impact on its business, financial position, The Group cannot however ensure that it will be able to develop
earnings or outlook. and apply procedures, policies and practices allowing it to
anticipate or control these risks or manage them effectively. In
this case, its business, financial position, earnings or growth
prospects may be adversely affected.

45 Bureau Veritas - 2016 Registration Document

1 Presentation of the Group
Risk factors

Risks related to the Group’s competitive Risks related to technological change

environment
Description
Description The Group conducts its business on markets which are
The markets in which the Group is present are subject to intense experiencing profound changes in the value chain linked to mass
competition which could increase in the future. use of digital technologies (cloud computing, social media, drones,
captors, robots, collaborative economy, etc.).
The Group’s main competitors operate at national or global level
on one or more of the Group’s markets and may, given their scale, While offering opportunities for growth in certain cases, digital
possess more financial, commercial, technical or Human media are likely to result in new conditions for the Group’s
Resources than the Group. These competitors may in the future businesses that may reduce the scope of its activities, for example
adopt aggressive pricing policies, diversify their service offering or by reducing the need for inspectors’ on-the-ground presence, or
develop increased synergies within their range of services. They slow the growth of the Group’s business in general. Digital media
may develop long-term strategic or contractual relationships with may also make some of the Group’s activities obsolete, since
current or potential clients in markets where the Group is present technology is gradually replacing certain demand for inspections,
or seeking to develop its business, or even acquire companies or tests and certifications performed by third parties such as
assets representing potential targets for the Group. As a result, Bureau Veritas.
Bureau Veritas could lose market share and its profitability could In certain markets, Bureau Veritas clients may lose substantial
be affected if it were unable to offer prices, services or quality of market share to digital players operating with a different business
service at least comparable to those offered by its competitors, or model. This loss in revenue may directly impact the Group’s
if it were unable to take advantage of new commercial businesses, since demand for the Group’s services, the price of
opportunities. A sharp increase in competition on the Group’s those services and the margin they represent are directly linked to
markets could therefore result in decreased revenue, a loss of its clients’ business levels.
market share and/or a decline in profitability, and could thus have
a significant adverse effect on the Group’s business, financial More generally, the Group cannot guarantee that rapid and/or
position, earnings or outlook. important changes in current technologies will not have a
significant adverse effect on its business, financial position,
In addition, on some Group markets which are currently earnings or outlook going forward.
fragmented, particularly Industry, In-Service Inspection &
Verification, Certification and Construction, there is a trend
towards industry consolidation giving rise to major international Risk management
groups. Over time, if the Group were unable to take part in the
The Group actively monitors technological changes through its
market consolidation, its ability to meet its objectives may be
membership of several innovation networks and involvement in
affected. In such a case, this increase in consolidation or
collaborative projects with its clients. It also signs partnerships
competition (e.g., leading to price pressure and greater
with organizations offering technological expertise.
competition in open bidding) could impact the Group’s business
and hence its ability to maintain and increase its market share. The Group’s revamped organization has created internal teams
focused on digital technologies and able to incorporate them
within the Group’s services. A Chief Digital Officer role was
Risk management created in 2015.
Part of the central Corporate Development team is in charge of
innovation and strategy in close collaboration with the operating
units and with the aim of strengthening the Group’s competitive Main risks related to Human Resources
edge. This team also carries out a periodic review of the
businesses and strategies of the Group’s major competitors in the
TIC industry so that these are factored into their strategic
approach.
Description
Bureau Veritas has rolled out a large number of organic growth Employee expertise, quality and commitment is vital for the
initiatives in order to develop its business in the most attractive success of a service provider like Bureau Veritas. The Group’s
market segments. Updates are given regularly on these initiatives, Human Resources policy is therefore considered as one of the key
mainly du tri-annual operating reviews. drivers of its performance.
Certain employees, mostly senior managers, have very broad
knowledge of the Group’s businesses and sector. The departure of
these senior managers therefore poses a risk for the Group.
Furthermore, inadequate communication regarding the careers
Bureau Veritas offers could affect the Group’s appeal among
younger generations.

Bureau Veritas - 2016 Registration Document 46

 Presentation of the Group
Risk factors 1
Risk management Services & International Trade), the Group must be a member of
professional organizations in order to be eligible for certain
The Group endeavors to provide rewarding career opportunities projects.
and roles to its employees. It looks to foster employee loyalty
through an attractive system of annual and multi-annual Although the Group closely monitors the quality of services
compensation as part of a long-term strategy. provided under these Authorizations, as well as the renewal and
stability of its Authorizations portfolio, any failure to meet its
Bureau Veritas has put in place annual reviews (known as professional obligations or real or perceived conflicts of interest,
Organization and Leadership Development Reviews – OLDR) could cause the Group to lose one or more of its Authorizations
aimed at preparing succession plans for all of the Group’s senior either temporarily or on a permanent basis. A public authority or
managers. The annual review process is rolled out within each professional organization which has granted one or more
operating group and used in turn to prepare succession plans for Authorizations to the Group could also unilaterally decide to
local management. These reviews help the Group draw up withdraw such Authorizations.
succession plans and devise career paths or mobility offers to
ensure the continued development of the Group and its The non-renewal, suspension or loss of any of these
employees and ensure that it retains high-performers. Authorizations, or of its position as member of certain professional
organizations, could have a significant adverse effect on the
The Group strives to retain key talent in its merger and acquisition Group’s business, financial position, earnings or outlook.
transactions through contractual and financial measures.
The Group is also stepping up its presence on social media in order
to improve understanding about its businesses among potential
Risk management 1
future employees. Showcasing the meaning of its businesses in a Bureau Veritas has put in place a specific organization in each of
world where sustainable development, environmental and safety its businesses for managing and monitoring Authorizations.
concerns are increasingly important, is the best guarantee of a The management of Authorizations used by several countries has
pertinent, high-quality recruitment policy. been further improved, particularly in the Commodities, Industry
Additional information on Human Resources management is and Facilities division, with better organization and
provided in section 2.3 – Human Resources of this Registration implementation of control tools (qualifications and supervision
document. management, Internal Audit management). Additional information
on these Authorizations and their management is provided in
section 1.7 – Accreditations, approvals and authorizations and
section 3.2.3 – Internal control and risk management procedures
Risks related to health and safety of this Registration document.

Description
Risks related to Group acquisitions
Bureau Veritas directly employs more than 69,000 people across
the globe and also uses subcontractors. Employees working at
either Group or client facilities may be exposed to physical, Description
mechanical, chemical or biological risks. A serious accident or
epidemic with potentially devastating human consequences could The Group’s external growth strategy is largely based on the
affect the availability of internal resources or subcontractors, acquisition of local players providing access to new markets
thereby strongly disrupting Bureau Veritas’ local business. and/or creating synergies with the Group’s existing businesses.
The Group may not be able to identify appropriate targets,
complete the acquisitions on satisfactory terms, particularly as to
Risk management price, or efficiently integrate the acquired companies or activities
To prevent accidents and ensure the safety of its employees and and achieve the anticipated benefits in terms of cost and
subcontractors along with the availability of those needed to synergies. In addition, the Group may not be able to obtain
deliver services for its clients, Bureau Veritas has defined safety financing for acquisitions on favorable terms, and it may thus
and security as an “absolute”. decide to finance the acquisitions with cash which could have
been allocated to other purposes in connection with the Group’s
A detailed description of employee health and safety and the existing businesses. In the event of major acquisitions, the Group
measures put in place is presented in section 2.4 of this may be required to rely on external sources of financing,
Registration document. particularly the capital markets.
The Group may also encounter difficulties and/or experience delays
in integrating acquired companies, due in particular to the loss of
Risks related to the non-renewal, suspension clients, possible incompatibilities between systems and procedures
or loss of certain Authorizations (particularly accounting and control systems) or corporate policies
and cultures, the loss of personnel and particularly senior
management, and the assumption of liabilities or costs, especially
Description material litigation not foreseen at the time of the acquisition.
The Group’s competitors, as well as its financial investors and
A significant part of the Group’s business requires it to obtain
private equity funds in particular, could acquire companies or
accreditations, approvals, permits, delegations of authority,
assets representing potential targets for the Group, or could cause
official recognition and authorizations more generally (hereafter
acquisitions sought by the Group to be more difficult or expensive.
referred to as “Authorizations”) at local, regional or global level,
issued by public authorities or by professional organizations If the Group fails to pursue an active and competitive acquisition
following long and often complex review procedures. Certain policy in comparison with other market players, its ability to meet
Authorizations are granted for limited periods of time and are its revenue growth targets and to grow or maintain its market share
subject to periodic renewal by the authority concerned. For some could be affected, and this could have a significant adverse effect
of its businesses (in particular Marine & Offshore and Government on the Group’s business, financial position, earnings or outlook.

47 Bureau Veritas - 2016 Registration Document

1 Presentation of the Group
Risk factors

Risk management have a significant adverse effect on the Group’s business, financial
position, earnings or outlook.
Bureau Veritas and the central Corporate Development team have
a specific organization devoted to external growth operations. In addition, in executing the Contracts entered into with
This team is responsible for overseeing and managing the external governments or public authorities, the Group may face difficulties
growth process through the Mergers and Acquisitions Committee, in collecting amounts receivable, and the collection process could
which meets every two weeks to work with the operating groups prove long and complex. The non-payment or late or partial
and the central functions concerned to validate the acquisition payment of substantial sums owed under these Contracts could
targets. This team is also responsible for direct involvement with also have a significant adverse effect on the Group’s business,
the local teams during the negotiation and due diligence stages. financial position, earnings or outlook.

Management rules governing external growth transactions are

defined in a specific procedure. This procedure describes the steps Risk management
involved in evaluating and validating transactions, the requisite The Group endeavors to diversify the geographic footprint of its
documents (content of presentations, points to be covered, Government Services business to reduce its exposure to the risks
financial analyses required) as well as the respective roles and described above and to structure its programs so that services are
responsibilities of the operating departments and the paid for by the operators and not by the relevant governments.
headquarters’ support functions. The different support functions
(Legal, Risk and Compliance, Audit and Acquisitions Services, By engaging in ongoing intensive diplomatic and commercial
Treasury and Financing, Tax and Consolidation) review and efforts, the Group is better able to anticipate crises and manage
approve projects before the Group makes any commitment. such risks if they were to arise.
Depending on the amount involved, external growth projects are
It also seeks to secure its contracts with the help of its internal
reviewed by the Strategy Committee which decides whether or
and external counsel and by taking out insurance policies against
not to pursue the projects before they are approved by the Board
political risks where appropriate.
of Directors, for any planned acquisition valued at more than
€10 million.
The Group has also implemented a dedicated organization and
internal procedures governing the acquisition integration plan.
Risks related to international economic
Additional information is provided in section 3.2.3 – Internal sanctions
control and risk management procedures of this Registration
document.
Description
Certain countries in which the Group may operate could be
subject to economic sanctions or embargoes provided for by the
laws and regulations of certain governments or international
Risks related specifically to the Government organizations. In particular, the European Union has adopted a
Services business number of regulations seeking to limit trade with Syria and Russia.
A breach of these regulations could result in significant financial
and criminal penalties.
Description
The Government Services business, in particular Pre-Shipment Risk management
Inspection (PSI), Verification of Conformity (VOC) and Single
Window (SW) solutions, involves a relatively limited number of The Group conducts ongoing regulatory intelligence and has
programs, contracts and accreditations (the “Contracts”) signed established specific control procedures and awareness-raising
with or granted by governments or public authorities. At the date programs so that it may conduct its business in compliance with
this Registration document was filed, the Group had around applicable rules and regulations. It also maintains regular contact
50 Contracts, most of which involved services for countries in with the competent authorities.
Africa, the Middle East and Asia. These Contracts are generally for
a period of one to three years (or ten years for the Single Window).
As many of them are subject to local administrative law, they may Reputational risk
be unilaterally terminated at the discretion of the authority
concerned and with short notice. They are also subject to the
uncertainties inherent in conducting business in emerging Description
countries, some of which have been or could be subject to political
or economic instability, civil war, violent conflict, social unrest or Bureau Veritas’ ability to fulfill its responsibilities as a trusted third
actions of terrorist groups. The suspension, cancellation or party relies heavily on its reputation for integrity, independence
non-renewal of even a small number of these Contracts could and competence. However, the Group cannot fully protect itself
against the possible risk of a crisis or accident that could damage
its reputation, particularly if there is significant media coverage.

Bureau Veritas - 2016 Registration Document 48

 Presentation of the Group
Risk factors 1
Risk management Risk related to the Group’s shareholding
Bureau Veritas has implemented a three-pronged approach to structure
reducing its reputational risk.

Explain the scope of its services Description

Bureau Veritas is strengthening its business line communications, The Company’s principal shareholder, the Wendel group, holds the
with the aim of explaining the conditions in which its services are majority of the Company’s voting rights. As a result, Wendel could
provided and how they can help reduce risks and improve have a significant influence on the Group’s strategic decisions,
performance. These communications should result in a better and/or cause the adoption or rejection of any resolution submitted
understanding of its professional discipline and the limits of its for shareholder approval at an Ordinary Shareholders’ Meeting,
actions and consequently its liability. including the appointment of members of the Board of Directors,
the approval of annual financial statements and the payment of
Take a proactive approach to controlling risk factors dividends, or any other decision requiring the approval of the
Ordinary Shareholders’ Meeting.
The Group regularly identifies the risks to which it is exposed
through its activities and the work performed by its employees. It In addition, the Wendel group may find itself in a position where its
strives to control these risks preventively by implementing
appropriate policies and processes, particularly risk maps. This
approach covers in particular technical, operational, ethical and
own interests and those of the Group or other shareholders are in
conflict. 1
reputational risks for all of the Group’s businesses.
Risk management
Detect and manage crises The Board of Directors of Bureau Veritas ensures that at least
one-third of its members are independent. Independent members
A crisis management procedure describes the rules put in place by
are selected from persons who are independent and unconnected
Bureau Veritas to act effectively in times of potential or known
to the Company within the meaning of the Board of Directors’
crises. This procedure enables all stakeholders to respond quickly
internal regulations. At December 31, 2016, seven out of thirteen
to a crisis in order to limit any consequences. A Crisis Alert
members were considered independent based on the criteria of
Committee has been set up for this purpose. This committee
the AFEP/MEDEF Code.
considers the critical nature of the situation for the Group and
helps each Group entity facing a crisis situation to devise an The independent members of the Board of Directors are
appropriate response. presented in section 3.1 – Corporate Officers and members of the
Executive Committee of this Registration document.
Bureau Veritas has also set up a media and social network
intelligence unit which allows it to identify any situations
potentially harmful to its image.
Risks related to information systems and data
protection
Risk of ethical violations
Description
Description The Group’s activities and processes are increasingly dependent
Although the Group strives to enforce strict ethical values and on information systems, which are central to the production of
principles in conducting its business, the risk of isolated acts in services. In addition, the Group’s international scope requires
breach of these values and principles by Group personnel, agents multiple, interconnected information systems able to process
or partners cannot be excluded. Such acts may lead potential increasing volumes of data. Any failure could lead to an inability to
plaintiffs to claim that Group employees, management or ensure continuity of service for the critical information systems
companies are liable. This situation could lead to penalties – that host operating and strategic information, to lost or leaked
particularly financial penalties – and/or affect the Group’s information, delays, additional costs representing a risk for the
reputation and adversely impact its business, financial position, Group’s strategy, or damage to its reputation.
earnings or outlook. Bureau Veritas could be the target of viruses or malicious intrusion
attempts that could interfere with the Company’s operations and
Risk management the quality of the service provided to its clients. The introduction
of new technologies (cloud computing, the proliferation of
The Group has implemented a compliance program dedicated to terminal platforms) and the development of new uses (social
ethics. This comprises the Group’s Code of Ethics, a manual of media, etc.) expose the Group to new threats.
internal rules and procedures applicable to all employees, a
training course and a dedicated organization under the If these information systems were to fail, and if the databases and
responsibility of the Group Compliance Officer. the related back-ups were destroyed or damaged for any reason
whatsoever, the Group’s business could be disrupted.
The Group’s compliance program is described in detail in the
Chairman’s report on Internal Control presented in Chapter 3 and As part of its business, the Group compiles and processes personal
in section 2.2.1 – Ethics: an “Absolute” of this Registration data. Regulations on personal data are becoming increasingly
document. strict, particularly in Europe, where Regulation (EU) 2016/679 is
set to enter into force on May 25, 2018. Failure to comply with
such regulations could result in criminal and financial penalties for
the Group and harm its reputation.

49 Bureau Veritas - 2016 Registration Document

1 Presentation of the Group
Risk factors

Risk management Recovery Plan (DRP) that enables them to migrate to an

alternative data center within under 24 hours in the event of a
The Group currently has a series of procedures and technologies major disaster, and with the loss in data not exceeding two hours.
allowing it to deal with risks identified above; however, it will
never be able to guarantee a wholly risk-free environment. With regard to employee security, all the work of the teams
follows detailed, documented procedures that are common to all
To protect itself against malicious acts, central security systems of the Group’s data centers. This enables teams from other
have been put in place offering protection against software centers around the world to carry out the tasks normally assigned
attacks (viruses, spam, etc.), and against attempts to hack into to a different center, thus ensuring continuity of service in the
the Group’s systems. This security policy is audited every year by a event of social or political unrest affecting any of the centers.
specialized independent company, which simulates intrusion
attempts besides its audit work. Data confidentiality and security, particularly in terms of personal
data, is one of the issues taken up in the Group’s Compliance
In 2017, the Group will continue to upgrade its protection by Program. This program puts in place the measures needed to
installing cutting-edge systems enabling it to better protect itself enhance the Group’s procedures and organization in terms of
against new types of attack. With regard to data processing personal data protection.
security, all of the Group’s data centers are covered by a Disaster

1.11.2 Legal risks

Risks related to litigation or pre-litigation
proceedings to which the Group is a party Risk management
Bureau Veritas has implemented procedures aimed at preventing,
monitoring and managing litigation. These procedures are
Description described in section 3.2.3 – Internal control and risk management
procedures of this Registration document.
In the normal course of business, 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. Although the Group pays careful attention to controlling Risks related to the Group’s business insurance
risks and to the quality of services provided, some services may coverage
give rise to claims and result in adverse financial rulings,
particularly in connection with the Construction business in
France. Due to the French Spinetta Law of January 4, 1978 which Description
establishes a presumption of joint and several liability for technical
inspectors, there is a high and recurring claim rate in France. The The Group seeks to adequately insure itself against all financial
Group’s other businesses are not subject to a presumption of consequences of claims asserting professional civil liability.
liability, and the various litigation proceedings to which the Group However, there can be no guarantee that all claims made against
is party are proportionately fewer than for the Construction the Group or all losses incurred are or will be effectively covered
business in France with regard to the number of services provided. by its insurance, or that the policies in place will always be
adequate to cover all costs and financial penalties that may result
Certain disputes involving the Group could give rise to significant
from such proceedings. In the event of claims which are not
claims. They could also result in a criminal liability claim and/or
covered or which significantly exceed the insurance policy
have a significant adverse impact on the Group’s reputation and
coverage, or in the event of a significant repayment claim from
image (see the section on legal, administrative, government and
insurers, the related costs and rulings could have a significant
arbitration procedures and investigations in this chapter).
adverse impact on the Group’s business, financial position,
In professional civil liability litigation, there may be a substantial earnings or outlook.
delay between the date the services are provided and the date a
The insurance premiums paid by the Group over the last five years
claim is filed. To date, rulings handed down against the Group in
have remained fairly stable while the coverage terms have been
major cases have generally been for amounts significantly lower
extended – despite growth in the Group’s business. However, the
than those initially claimed.
insurance market could evolve in a manner unfavorable to the
We cannot rule out that new claims may be made against Group, generating an increase in premiums payable or making it
Bureau Veritas in the future leading to substantial liability for the impossible or much more expensive to obtain adequate insurance
Group and this could have a significant adverse effect on the coverage. These factors could result in a substantial increase in
Group’s business, financial position, earnings or outlook. A detailed insurance costs, or possibly cause the Group to withdraw from
description of major litigation proceedings to which the Group is certain markets, which could have a significant adverse impact on
party is provided in section 1.12 – Legal, administrative, the Group’s business, financial position, earnings or outlook.
government and arbitration procedures and investigations in this
chapter.

Bureau Veritas - 2016 Registration Document 50

 Presentation of the Group
Risk factors 1
Risk management In particular, important changes in regulations or legislation
applicable to the Group’s businesses in the principal countries
Wherever possible, the Group continues to take out worldwide where it operates may lead to frequent, or even systematic,
insurance policies by increasing coverage where appropriate and claims against the professional liability of employees, the
putting in place operational risk management procedures. A Company or its subsidiaries. The Group could become the object
detailed presentation of the Group’s insurance policies is provided of multiple litigation proceedings and may be required to pay
in section 1.13 – Insurance of this Registration document. substantial damages and interest, which may not be covered by
insurance despite the fact its services were provided in the
jurisdiction prior to any regulatory changes. In extreme cases, such
changes in the regulatory environment could lead the Group to
Risks related to changing regulations exit certain markets where it considers the regulation to be overly
restrictive.
Description In general, the Group cannot guarantee that rapid and/or
important changes in current regulations will not have a
The Group conducts its business in a heavily regulated significant adverse effect on its business, financial position,
environment, with regulations sometimes differing widely from earnings or outlook in the future.
one country to the next.
Changes in regulations applicable to the Group’s businesses may
be either favorable or unfavorable. Stricter regulations or stricter
Risk management 1
enforcement of existing regulations, while creating new business The Group endeavors to monitor all of these regulatory changes
opportunities in some cases, may also result in new conditions for through its regulatory intelligence in order to anticipate, monitor
the Group’s activities that increase its operating costs, limit the and give its input to the competent authorities when new
scope of its businesses (for example, in connection with real or regulations are being drafted.
perceived conflicts of interest) or more generally slow the Group’s
development. The Group is also member of national and international
associations of the TIC profession, including the International
Certain countries may also choose not to allow private or foreign Federation of Inspection Agencies (IFIA), and the International
firms to engage in the local TIC market or may decide to change Association of Classification Societies (IACS), which publish ethical
the rules for exercising business in such a manner that the Group and classification standards.
can no longer do business in those countries.

1.11.3 Financial and market risks

Risks related to Group debt, sources of amounts owed by the Group and/or force the Group to
renegotiate its financing agreements under less favorable
financing and commitments terms and conditions.
2) the USPP debt includes a make-whole clause that may be
Description exercised in the event of default in addition to the early
repayment clause mentioned above. As a result, the Group
Group debt consists of (i) four private placements of debt may be required to repay capital and accrued interest to
securities with US and UK investors (US Private Placements – lenders and compensate them according to a calculation
“USPP”) drawn in different currencies, (ii) two Schuldschein-type based on a comparison between the fixed rate payable over
private placements (“SSD”) with investors on the German market, the remaining term of the debt and the yield curve on treasury
and (iii) four bond issues. Debt also includes a USD bank facility bonds over the same period. It should be specified that
and other bank loans, overdrafts and accrued interest. The Group change of control does not represent a default incident for the
also has an undrawn syndicated loan. A detailed description of USPP debt.
Group debt is provided in section 4.3 – Cash flows and sources of
financing, and in Note 24 to the 2016 consolidated financial In the event these different restrictions were to apply, this could
statements in section 5.1 of this Registration document. affect the Group’s ability to pursue its external growth policy or to
adapt its businesses to competitive pressures, a slowdown in its
The USPP, SSD, syndicated loan and USD bank facility contain the markets or general economic conditions; or to maintain its
usual clauses limiting the Group’s operational flexibility, and borrowing costs stable. The Group may be required to reduce or
particularly its ability to grant security interests, take out or grant postpone its investment spending, sell assets, look for additional
loans, provide guarantees, undertake acquisitions, disposals, funding or restructure its debt.
mergers or restructuring operations, or make certain investments.
They also include bank ratios as well as 1) clauses applicable in The Group has always complied with the covenants and fulfilled
the event of a change of control and 2) clauses requiring full or its obligations under these agreements. However, the Group’s
partial repayment should certain events occur: future ability to comply with the contractual covenants and
obligations contained in certain loans or agreements, or to
1) if the change of control clause is enforced (in the event a third refinance or repay its loans according to the conditions agreed,
party, acting alone or in concert, should directly or indirectly will depend in particular on its future operating performance and
hold more than one-third of the voting rights and more voting could be affected by numerous factors beyond its control, such as
rights than the current majority shareholder Wendel), lending economic conditions, market conditions for debt and regulatory
banks or investors could require early repayment of the entire changes.

51 Bureau Veritas - 2016 Registration Document

1 Presentation of the Group
Risk factors

Risk management Counterparty and credit risk

A detailed description of Group debt is provided in section 4.3 –
Cash flows and sources of financing, and in Note 24 to the 2016
consolidated financial statements in section 5.1 of this Description
Registration document. Financial instruments that may expose the Group to counterparty
A detailed description of liquidity risk management is provided in risk are mainly trade receivables, cash and cash equivalents and
Notes 5 and 24 to the 2016 consolidated financial statements in derivatives.
section 5.1 of this Registration document.
Risk management
A detailed description of counterparty risk management is
Interest rate risk provided in Notes 5 and 20 to the 2016 consolidated financial
statements in section 5.1 of this Registration document.
Description
The Group’s interest rate risk arises primarily from assets and
liabilities bearing interest at floating rates. The Group seeks to Risks related to sensitivity of net profit and
limit its exposure to a rise in interest rates through the use of equity
derivative financial instruments where appropriate. At
December 31, 2016, 18% of the Group’s gross debt was at
floating rates.
Description
A significant proportion of the Company’s assets correspond to
Risk management intangible assets and goodwill resulting from business
A detailed description of interest rate risk management is combinations. The value of these items essentially depends on the
provided in Notes 5 and 24 to the 2016 consolidated financial future operating profit of the companies acquired and the
statements in section 5.1 of this Registration document. discount rates used, which are themselves based on the current
and future economic and financial environment.
Changes in the assumptions underpinning their valuation can lead
Liquidity risk the Group to write down some of its assets, thereby reducing the
Group’s attributable net profit and equity.
Description Under existing IFRS standards, these write-downs cannot be
reversed. However, cash flow for the period would not be affected.
The Group may have to meet payment commitments related to
the ordinary course of its business and its financing. The Group Risk management
seeks to ensure that it has confirmed, undrawn credit lines at all
times in order to service its debt. The Group tests goodwill for impairment every six months. The
methodology used is described in Note 3 to the consolidated
Risk management financial statements in section 5.1 of this Registration document.
A detailed description of liquidity risk management is provided in
Notes 5 and 24 to the 2016 consolidated financial statements in
section 5.1 of this Registration document. Risks related to taxation
Description
Currency risk Group companies are subject to audits by the tax authorities of
the countries in which they operate, which has resulted in
Description proposed adjustments in several countries. The Group is in
discussions with the competent authorities. Given the current
Due to the international scope of its operations, the Group is status of cases pending and based on the information available to
exposed to fluctuations in exchange rates (in particular the euro date, the Company believes that these audits and adjustments
against the US dollar, Canadian dollar, Hong Kong dollar, Chinese have been adequately provisioned in its consolidated financial
yuan, Brazilian real and Australian dollar) and to currency statements, although the Group cannot comment on the outcome
devaluations. of these proceedings.
Risk management Risk management
A detailed description of currency risk management is provided in The Group’s positions are defended by external counsel, whose
Notes 5, 24 and 34 to the 2016 consolidated financial statements responsibilities are coordinated by the Group’s Tax department.
in section 5.1 of this Registration document.

Bureau Veritas - 2016 Registration Document 52

 Presentation of the Group
Legal, administrative, government and arbitration procedures and investigations 1
1.12 Legal, administrative, government and
arbitration procedures and
investigations
In the normal course of business, the Group is involved with respect to its activities in a large number of legal proceedings seeking to establish its
professional liability. Although the Group pays careful attention to managing risks and the quality of the services it provides, some services may
result in adverse financial penalties.
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. The costs which 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.
At the date of this Registration document, the Group is involved in the main proceedings described below.
1
Dispute concerning the construction of a hotel and commercial
complex in Turkey
Bureau Veritas Gozetim Hizmetleri Ltd Sirketi ("BVG") and the project and which was also summoned to the proceedings by
Turkish company Aymet are parties to a dispute before the Aymet, along with legal opinions provided by several distinguished
Commercial Court of Ankara relating to the construction of a professors of Turkish law, support the Company’s position
hotel and business complex in respect of which the parties according to which Aymet’s claims are without firm legal or
entered into a contract in 2003. In 2004, construction on the contractual foundation.
project was halted following the withdrawal of funding for the
Under local law, Aymet’s claim is now capped at 87.4 million
project by the Aareal Bank. Aymet filed an action against BVG in
Turkish lira (less than €30 million), plus interest charged at the
2008, claiming damages for alleged failures in the performance of
statutory rate and court costs. BVG challenges both the principle
its project inspection and supervision duties and BVG’s
of the initial claim and the assessment of the damage.
responsibility in the withdrawal of the project’s financing.
The court appointed a new team of experts in late 2015 to
Regarding procedural issues, the experts appointed by the judge
examine all aspects of the case. Their report, filed on
filed two reports in 2009 that were unfavorable to BVG. In 2014, a
December 16, 2015, considers that BVG fulfilled its contractual
new panel of experts filed two further reports which were even
obligations and that Aymet’s claims are unfounded. Accordingly,
more unfavorable to BVG. These various expert reports all rely on
the experts state that Aymet should reimburse BVG for the
a report prepared in February 2009 by Standard Ünlü at the
residual amount owed for its services. The parties have since
request of Aymet, which made assumptions that were unrealistic
submitted their observations regarding the report and are
but supportive of Aymet for the calculation of the possible
awaiting the court’s decision.
damages relating to loss of operation of the hotel and shopping
complex. The Company considers that these expert reports did At the current stage of proceedings, the outcome of this dispute is
not take into account the evidence provided by BVG and Aareal uncertain. Based on the available insurance coverage, the
Bank and did not address the legal and contractual issues that provisions booked by the Group and the information currently
might establish any liability on BVG’s part. available, and after considering the opinions of its legal counsel,
the Company considers that this claim will not have a material
Regarding the merits of the case, the documents presented to the
adverse impact on the Group’s consolidated financial statements.
court by BVG and Aareal Bank, which provided a loan for the

53 Bureau Veritas - 2016 Registration Document

1 Presentation of the Group
Legal, administrative, government and arbitration procedures and investigations

Dispute concerning the Gabon Express airplane crash

Following the crash of an airplane of Gabon Express at Libreville Cassation in Libreville. Accordingly, the evidence should in the
on June 8, 2004 causing the death of 19 passengers and crew coming months be referred back to the Criminal Court to set a
members and injuries to 11 persons, the General Director of the hearing on the merits. BV Gabon had summonses delivered
subsidiary Bureau Veritas Gabon SAU (“BV Gabon”) at that time directly to the foreign brokers who had illegally invested the policy
was sued for involuntary homicide and injury. BV Gabon has been covering the aircraft in order to include them as party in the
sued for civil liability in Gabon. proceedings.
At the date of this Registration document, no quantified claim has Based on the available insurance coverage and on the information
been made in a court of law and the assignment of liability is not currently available, and after considering the opinion of its legal
yet known. The main proceedings have not yet begun, due to counsel, the Company considers that this claim will not have a
procedural difficulties. The application for withdrawal of the material adverse impact on the Group’s consolidated financial
judgment of June 18, 2013 filed by BV Gabon in September 2013 statements.
was dismissed in February 2015 by a decision of the Court of

Tax disputes
Bureau Veritas SA received a tax adjustment proposal from the authorities’ approval, the Company is exposed to a residual risk
French tax authorities for fiscal years 2010 to 2014. Within the only in respect of this dispute, as indicated in section 1.11.3 of this
scope of the adversarial proceedings, the Company presented the Registration document on tax risks.
arguments allowing it to defend its position. Following the tax

There are no other government, administrative, legal or arbitration proceedings or 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. A detailed description of the provisions for claims and disputes booked by the Group
is provided in Note 27 to the 2016 consolidated financial statements in section 5.1 of this Registration document.

Bureau Veritas - 2016 Registration Document 54

 Presentation of the Group
Insurance 1
1.13 Insurance
In 2016, the Group continued: Other risks must be managed locally. Insurance policies such as for
vehicle fleets or “worker’s compensation” are taken out on a
● its policy of centralizing insurance programs, in order to achieve
national basis in compliance with local practices and regulations
an appropriate match between the risks transferred and the
and to provide cover for the relevant risks. The Construction
cover purchased, thereby maximizing economies of scale while
business in France is insured locally, for example, due to the
taking into account the specific characteristics of the Group’s
specific characteristics of technical inspections and the ten-year
businesses and contractual or legal constraints;
mandatory construction guarantee (see section 1.6.4 –
● its optimization of cover limits and procedures for obtaining Construction in this chapter). In addition, Civil Liability policies
insurance or reinsurance with appropriate deductibles. have been taken out for the Construction business in Spain and
Germany.
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, AIG, Zurich, RSA, XL
In the event of a claim, Group companies pay the deductible
agreed under the terms of these various insurance policies.
The Group’s self-insurance system is centered on its reinsurance
1
Insurance Company, and Chubb. All insurers selected by the Group
subsidiary. This captive company has enabled the Group to better
have a minimum S&P rating of A-.
manage risks and disputes and to optimize the insurance
The main centralized programs are as follows: premiums it pays. The reinsurer provides first-line coverage for the
Civil Liability policy for all of the Group’s businesses, where this is
● the Civil Liability policy, which covers professional civil liability permitted by applicable legislation and regulations. The maximum
for all the Group’s activities, with the exception of Construction annual amount payable by the reinsurance captive for the Civil
in France and Aeronautics (these are covered by specific Liability policy was €9 million for 2016, with a limit of €3 million
insurance programs). This Civil Liability policy is complementary per claim. These amounts apply worldwide except for the United
to the Civil Liability policies taken out in the countries in which States, where there is an annual per-claim limit of USD 10 million
Bureau Veritas operates, but with different limits and/or for Errors & Omissions cover and of USD 2 million for General
conditions. As in the past, this policy involves the traditional Liability cover.
insurance and reinsurance market as well as the Group’s
captive reinsurance company; The Group believes that the coverage and limits of these central
and local policies are broadly similar or even more extensive than
● the “Directors and Officers” (D&O) policy, which covers those subscribed by global companies of the same scale operating
Corporate Officer liability; in the same sector.
● the Aviation policy, which mainly covers aircraft inspection The Group intends to continue its policy of taking out global
activities leading to certificates of airworthiness; insurance policies where possible, increasing coverage where
● the international Property Damage and Business Interruption necessary and reducing costs through self-insurance policies as
policy, which has been rolled out on a country-by-country basis appropriate. It will ensure that its main accidental or operational
since 2014. At the time of renewing its Property Damage policy risks are transferred to the insurance market where such a market
at January 1, 2016, the Group revised its insurance strategy exists, and that such transfer can be justified financially.
and changed its insurer. This policy covers the offices and The insurance program described above will be adjusted in
laboratories rented, owned or otherwise made available to the accordance with ongoing risk assessments, market conditions and
Group and its subsidiaries. available insurance capacity.

55 Bureau Veritas - 2016 Registration Document

1 Presentation of the Group

Bureau Veritas - 2016 Registration Document 56

 2
Corporate social
responsibility
2.1  Vision 58 2.5 Society 80
2.2 Governance and operational 2.6 Information compilation
excellence 63 methodology 83
2.3 Human Resources 66 2.7 Cross-reference index 85
2.4 Health, Safety and 2.8 Opinion of the independent
Environmental issues 73 auditor 87

Components of the Annual Financial Report are identified in this table of contents with the sign

57 Bureau Veritas - 2016 Registration Document

2 Corporate social responsibility
Vision

Corporate Social Responsibility (CSR) is at the heart of Bureau Veritas' activities and underpins the value of its brand.
The Group provides services that have a positive impact on quality, health and safety, environmental preservation and social responsibility.
In helping its clients, partners and suppliers to live and work in a safer, more responsible environment, Bureau Veritas actively contributes to
the design and use of safer, better quality, longer lasting and environmentally-friendly products, equipment and services.
The Bureau Veritas brand brings added trust, a key component of economic success.
The development of CSR initiatives within the Group is an important aspect of its development strategy and one of the drivers of its
operating efficiency model.

2.1  Vision

2.1.1 CSR at the heart of our business

Bureau Veritas helps to lessen negative external factors for both Maintaining trust in a fast-changing
small and large companies and organizations by delivering services
aimed at preventing risk; reducing environmental impact;
environment
safeguarding assets, products and infrastructure; promoting
responsible purchasing; and ensuring traceability and supply chain Bureau Veritas has identified long-term structural trends that
oversight. drive its strategic approach. Growth in the world’s population,
increasing scarcity of resources, climate change, global brand
Beyond the immediate issue of regulatory compliance, protection, and shorter product lifecycles are driving the Group to
Bureau Veritas helps its clients to increase the availability of their anticipate clients’ future needs by designing ever more effective,
assets by extending their useful lives, improving maintenance responsible and safer services.
activities and introducing new control procedures.
This new, more open and digital global economy is prompting
The Group also continues to develop its range of services directly companies and organizations to completely rethink their
related to CSR and sustainable development, in order to reinforce relationship with their clients and suppliers. Bureau Veritas sees
the positive impact of its business activities on society. these changes as opportunities.
It uses its expertise to foster sustainable, inclusive, transparent
growth, helping to maintain trust in a fast-changing environment.
A CSR strategy which supports and
contributes to the Group’s economic
performance
Bureau Veritas’ strategic roadmap through to 2020, as set out in
Chapter 1 of the Registration document, is based on four levers.
Human Resources encompassing CSR is one of those levers.

Bureau Veritas - 2016 Registration Document 58

 Corporate social responsibility
Vision 2
CSR at the heart of our core values and “absolutes”
The expertise and know-how of Bureau Veritas teams, along with the core values that are shared by all staff and underpin the Group’s
corporate culture, reinforced by three “absolutes” rooted in Group practices, are decisive in helping to protect the brand’s image and the
Group’s reputation, as well as in driving value creation over the long term.

IMPARTIALITY
TY

ET
AND INDEPENDENCE
FE

HIC
SA

S
RESPECT INTEGRITY
FOR ALL
3 ABSOLUTES
AND
INDIVIDUALS
4 CORE VALUES
ETHICS 2
SOCIAL
AND ENVIRONMENTAL
RESPONSIBILITY

FIN
ANC L
IA L CO N T R O

2.1.2 CSR oversight

The Group’s CSR organization was enhanced in 2015 when the Resources Director, comprises representatives of the relevant
strategic roadmap for 2020 was defined: the management and corporate departments responsible for their own area of expertise
coordination of all initiatives led by the Group were improved, and reporting. These departments manage their network of
while respecting the active collaboration of all internal internal correspondents within the operating groups.
stakeholders concerned.
For example:
In April 2015, the Board of Directors entrusted the Appointments
● governance issues relating to ethical conduct are monitored by
and Compensation Committee with monitoring the Group’s CSR
the Legal, Risk & Compliance department;
strategy.
● issues relating to recruitment, inclusiveness and labor relations
At the executive level, the Group’s Executive Committee handles
fall under the responsibility of the HR department;
CSR issues. Under the responsibility of the Group Human
Resources Director, the Executive Committee defines the Group’s ● issues relating to safety and the environment are managed by
CSR vision and strategy, approves and publishes its CSR policy, the Quality, Health and Safety department;
procedures and key CSR indicators, and reports to the Board of
Directors. ● issues relating to purchasing are managed by the Purchasing
department;
A dedicated organization has been set up at the level of the
corporate support departments, led by a CSR Steering ● issues relating to corporate social responsibility are managed by
Committee. This committee, which reports to the Group Human the Communications department.

59 Bureau Veritas - 2016 Registration Document

2 Corporate social responsibility
Vision

2.1.3 Key issues – materiality matrix

In order to better define its priorities and adapt its resources and Key issues were identified in a three-step process:
investments in an appropriate manner, Bureau Veritas developed
● an inventory of cross-cutting issues was drawn up concerning
a materiality matrix in 2014 covering all of its businesses, assisted
all companies, the Group’s industry and, in particular,
by working groups with internal experts from the relevant support
Bureau Veritas itself;
departments. In 2015, this initiative was rounded out by a series
of workshops organized with a sample of external stakeholders ● major issues were identified;
located in France and the United States.
● these issues were then ranked according to their relative
importance (materiality) on a scale of one (low materiality) to
four (significant materiality) and across two dimensions:
“importance for Bureau Veritas” and “importance for
stakeholders”.

20 challenges were then identified by the Group and organized into four themes (Governance and operational excellence, Health, Safety
and Environmental issues, Human Resources and Society) illustrated in the diagram below:

ETHICS

TECHNICAL EXPERTISE
PERFORMANCE OCCUPATIONAL
CLIENT SATISFACTION & DATA PROTECTION & FINANCIAL CONTROL SAFETY
Significant

LICENSES TO OPERATE

INTERNATIONAL PRESENCE

FINANCIAL TRANSPARENCY
JOB CREATION
REPUTATION
& RISK MANAGEMENT

SUBCONTRACTOR MANAGEMENT
Recognized
IMPORTANCE FOR STAKEHOLDERS

INNOVATION
SPONSORSING &
COMPENSATION
LOCAL INVESTMENT

IT STRATEGY

RETENTION & ENGAGEMENT

DIVERSITY
Fair

ENERGY MANAGEMENT

CARBON FOOTPRINT
Low

BIODIVERSITY

Low Fair Recognized Significant

IMPORTANCE FOR BUREAU VERITAS

Governance and operational excellence Health, Safety and Environmental issues Human Resources Society

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 Corporate social responsibility
Vision 2
2.1.4 Stakeholders
The Group’s key stakeholders include:
● employees: direct internal stakeholders;
● clients, suppliers, subcontractors and accreditation bodies: direct external stakeholders;
● civil society at large: indirect external stakeholders, since Bureau Veritas provides services that have a positive impact on quality, health
and safety, environmental protection and social responsibility.
The economic performance shared with Bureau Veritas' stakeholders and the manner in which the Group interacts with them are set out in
the following table.

Economic performance shared with stakeholders

2
EMPLOYEES SUB-CONTRACTORS SUPPLIERS GOVERNMENT
ACCREDITATION BODIES Personnel costs Missions Procurement of Taxes
AND AUTHORITIES €2.3 billion (1)
€381 million (1) goods & services €234 million (1)
€959 million (1)
Without accreditations,
a significant part of Bureau
Veritas sevices would
not be possible

CREATING AND SHARING

VALUE WITH
OUR STAKEHOLDERS
CLIENTS
Revenue
€4.55 billion

CIVIL SOCIETY
Risk prevention
through services DEBT FINANCIAL CAPITAL ACQUISITIONS SHAREHOLDERS
delivered to clients INCREASED BY INSTITUTIONS EXPENDITURE External growth Dividends
€133 million (3) Finance costs Lab. equipment, IT €205 million (2)
€223 million (2)
€86 million (2) €146 million (2) Share buybacks
€42 million (2)

(1) 2016 P&L impact.

(2) 2016 cash impact.
(3) Adjusted net debt.

61 Bureau Veritas - 2016 Registration Document

2 Corporate social responsibility
Vision

Dialogue with stakeholders

STAKEHOLDERS BUREAU VERITAS CONTACTS KEY CONCERNS PRINCIPAL MEANS OF DIALOGUE

CLIENTS  Executive management  Service quality  Client satisfaction surveys; sales

 Account managers  Safety and technical meetings to anticipate
 Business line heads  Technical expertise long-term trends and ensure that
 Business unit managers the organization responds to client needs;
 Quality management internet portal; client seminars;
breakfast briefings on technical issues

STAFF  Executive management  Training/mobility/employability  Annual evaluation

 HR department  Safety at work  Internal communication campaigns
 Employee representatives  Inclusiveness  Intranet
 Fair pay  "BV flash" newsletters
 Discrimination

ACCREDITATION  Business line heads  Compliance with standards  Technical committees and working
BODIES AND  Experts, technical advisors set out in authorizations issued groups to define new standards
AUTHORITIES  Technical departments  Transparency and trust and regulations
 Standard-setting expertise  Accreditation audits
 Responses to public consultations

SUPPLIERS AND  Purchasing department  Long-term business relations  Responses to CSR questionnaire
SUBCONTRACTORS  Business line managers  Fair treatment  Calls for tender with Group
 HR department  Performance assessment CSR compliance clauses
 QHSE department  Working in a safe environment  General terms and conditions of purchase
 Legal , Risk and Compliance  Standard contracts
department  Training
 Meetings discussing the process for
classifying suppliers and subcontractors
 Monitoring implementation of contracts
and framework agreements

CIVIL SOCIETY  Local management  Prevention of social  Events, communication activities

 Head of external local and environmental risks  Training activities
communication  Safety  Tradefairs and exhibitions

HIGHER  HR department  Sharing skills and expertise  Student campuses

EDUCATION with students  Partnerships with certain schools
 Career planning assistance  Work placement programs

GOVERNMENT  Executive management  Economic development  Relations with governmental authorities

PUBLIC  Technical departments  Job creation  European Commission
AUTHORITIES  Respect for the environment
and safety

SHAREHOLDERS  Executive management  Transparency and ethics  Shareholders' Meetings

 Finance division  Financial and ESG performance  Roadshows
 Investor Relations department  Strength and growth  External website
 Letter to shareholders
 Conferences, meetings
 Registration document
FINANCIAL  Executive management  Transparency and ethics  Registration document
INSTITUTIONS  Finance division  Financial and ESG performance  External website
ESG ANALYSTS  Treasury and Financing  Strength and growth  Roadshows, conferences, meetings
AND RATING department  Responses to ESG questionnaire
AGENCIES
 Investor Relations department

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 Corporate social responsibility
Governance and operational excellence 2
2.2 Governance and operational
excellence
2.2.1 Ethics: an “absolute”
Group Code of Ethics disciplinary measures, including dismissal, may be taken against
any Bureau Veritas employee who fails to comply with the
The Bureau Veritas Code of Ethics sets forth the ethical values, principles and rules set out in the Code of Ethics.
principles, and rules for the Group’s long-term development and The Group’s business partners such as intermediaries,
sustainable growth, to be used as a basis to build relationships of subcontractors, joint-venture partners and key suppliers are also
trust with its clients, employees, and business partners. required to take note of and commit in writing to act in
The Code of Ethics applies to all Group employees and complies compliance with the Code of Ethics when dealing with Bureau
with the requirements of the International Federation of Veritas.
Inspection Agencies (IFIA). It is regularly updated to reflect
changes in the Group and in its regulatory environment.
It has four core principles:
(i) the Code of Ethics must be applied rigorously;
Group Compliance Program
2
(ii) our conduct must always be governed by the principles of Worldwide implementation
transparency, honesty, and fairness; The Group’s compliance program includes the Code of Ethics,
(iii) we are committed to fully complying with the laws and internal implementation procedures, a mandatory e-learning
regulations of the countries in which we operate; module for all employees, and regular internal and external audits.
In order to promote consistent, worldwide implementation of the
(iv) we are committed to fighting bribery and corruption. compliance program, these documents are available in many
Respect for these values and ethical principles has become a key different languages.
competitive advantage for the Group and a source of pride for all In 2016, the Group compliance program e-learning module was
employees, who must all ensure that their day-to-day decisions transferred to the Groupwide platform, "MyLearning", to enhance
are taken in compliance with the Code of Ethics. Therefore, and facilitate its worldwide roll out.

32 LANGUAGES 11 LANGUAGES 16 LANGUAGES

CODE INTERNAL E-LEARNING

OF ETHICS PROCEDURE MANUAL MODULE

The compliance program is rolled out by a dedicated network of integrity of their actions (intermediaries, joint-venture partners,
Human Resources managers around the world. A quarterly subcontractors, main suppliers), prohibiting certain transactions,
reporting system has been set up to monitor the number of such as facilitation payments and illegal fees, and restricting
employees trained and to take the necessary steps to ensure that others, such as contributions to political parties, donations to
the training rate is close to 100%. At September 30, 2016, charitable organizations, sponsorships and gifts.
99.6% of Group employees had been trained in the compliance
In carrying out its business, the Group rolls out specific operational
program. The reporting system should be improved further in
procedures for its inspectors and auditors to ensure integrity and
2017 thanks to the functionalities of the MyLearning platform
impartiality of its services. The measures adopted to fight both
mentioned above.
corruption and harassment and comply with international
Regularly reinforced procedures economic sanctions are regularly improved. This is done by
reviewing internal rules and procedures, dispensing additional
The fourth version of the Code of Ethics is available on the training and sending regular alerts through the Group's network of
Bureau Veritas website at [Link] compliance officers. Each operating unit has a dedicated manual
Through dedicated internal rules and procedures, the Group covering its own specific legal issues, risks and ethics, in
monitors notably the selection of its commercial partners and the compliance with the rules applicable to the Group as a whole.

63 Bureau Veritas - 2016 Registration Document

2 Corporate social responsibility
Governance and operational excellence

Monitoring implementation of the compliance Compliance Officer who issues an annual report which is
presented to the Ethics Committee and subsequently to the Audit
program & Risk Committee.
Compliance with Bureau Veritas’ ethical principles and rules is also
A dedicated organization taken into account in managers’ annual evaluations. Each
manager is required to confirm compliance with the Group’s
The Group’s Compliance Officer (hereafter referred to as the ethical standards during his or her annual evaluation. Employees
“Compliance Officer”) is the head of the Group’s Legal, Risk & may contribute to improving the Code of Ethics during annual
Compliance department. He or she defines, implements and evaluation interviews, training sessions and departmental
oversees the compliance program, assisted by a network of meetings. Questions, complaints or comments from third parties
compliance officers within each operating group. concerning the Code of Ethics may also be sent directly to the
The Group’s Ethics Committee, whose members are appointed by Compliance Officer.
the Company’s Board of Directors, comprises the Group CEO, CFO,
and Compliance Officer. The Committee meets at least once a Regular internal and external audits
quarter and whenever necessary. It oversees implementation of
the compliance program and deals with all ethical issues Compliance with the Code of Ethics is periodically reviewed by
submitted by the Compliance Officer. The Compliance Officer internal auditors, who report their findings to the Ethics
reports on incidents of non-compliance and presents the Committee and the Audit & Risk Committee. Compliance auditing
Committee with a full yearly report on implementation and is one of the main cycles and procedures covered by the Group’s
monitoring of the program. Internal Audit and Acquisitions Services department.
Every six months, the Compliance Officer reports to the Audit and In addition, the compliance program is subject to a yearly external
Risk Committee. audit, following which an independent audit firm issues a certificate
of compliance to the Compliance Officer, who subsequently sends it
In addition, the legal representative of each legal entity (subsidiary to the IFIA’s Compliance Committee. Each year, the Compliance
or branch) is responsible for the application of the Code of Ethics Officer presents the findings of this audit to the Ethics Committee
and the compliance program by the employees falling within and subsequently to the Audit & Risk Committee.
his/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, to ensure
that they are trained, to inform them of their duties in simple, Centralized and systematic processing of
practical and concrete terms, and to make them aware that any complaints
violation of the Code of Ethics constitutes a serious breach of their
professional obligations. If a Group employee has a question relating to the implementation
or interpretation of the Code of Ethics, he or she may contact the
local compliance officer or ask his or her local managers for advice.
Global yearly assessments If no satisfactory solution is forthcoming or if the employee is
reluctant to discuss matters with his or her superior, or if other
Each year the Company carries out a compliance assessment on
procedures for handling individual complaints are not applicable,
the basis of a questionnaire. As a result of this process, reports are
the employee can follow the procedure set forth in the Code of
issued by the legal representatives of each entity.
Ethics by directly contacting the Compliance Officer. On request,
These reports are then consolidated at the level of each operating the matter will be treated confidentially and the identity of the
group, after which an annual declaration of compliance is signed employee will not be disclosed as far as possible. The worldwide
by each Executive Committee member responsible for an deployment of a professional alert hotline began in 2016. The
operating group. These declarations of compliance are sent to the hotline should be available across virtually the entire Group in 2017.

Bureau Veritas - 2016 Registration Document 64

 Corporate social responsibility
Governance and operational excellence 2
2.2.2 An operating model designed for excellence
The lean management approach: an operating In terms of day-to-day work, lean management encourages
teamwork and helps create a pleasant work environment through
model for re-engineering processes the coherent allocation of roles and responsibilities. Lastly, it also
plays a role in the continuing improvement of Bureau Veritas’
To support its strong growth and international development, in relations with its clients, taking into account their perceptions of
2012 Bureau Veritas adopted a lean management approach (see the Group’s services and in order to adjust the value-added
section 1.5.5 of this Registration document). accordingly.
Through its targeted value-added approach, lean management
helps teams to avoid spending time on redundant tasks. It has an
impact on the reduction of the Group’s carbon footprint by A quality management system
optimizing how buildings are used and related heating and air
conditioning costs, and by reducing work-related travel during
Operational excellence requires a quality management system
inspections. It also helps cut back on the volume of waste
that underpins the Group’s organization and allows Bureau Veritas
generated by replacing paper with electronic media and by
to disseminate the same standards across the globe and in each of
maximizing the recycling of consumables.
its businesses. Bureau Veritas’ Quality department looks to
develop and ensure compliance with quality procedures across
the Group. These procedures have been certified to ISO 9001 by
an independent, international body. This continuous improvement
of processes is based on a structured network of Quality
managers allowing Bureau Veritas to deliver reliable and
consistent services to its clients across the globe. 2

65 Bureau Veritas - 2016 Registration Document

2 Corporate social responsibility
Human Resources

2.3 Human Resources

Men and women working for Bureau Veritas are the Group’s most Bureau Veritas employees proudly serve the general interest by
valuable asset. The growth and success of the Group are closely helping to reduce social risks. Bureau Veritas wants to promote
tied to the performance of its employees, mainly engineers, this commitment among the younger generations who wish to join
technical experts and other qualified QHSE professionals. the Group and embark on meaningful careers.
The Group also endeavors to create opportunities for skills
building, training and mobility throughout its employees’ careers,
as well as encouraging their ability to innovate, a decisive
competitive factor enabling Bureau Veritas to adapt to
technological change and offer innovative solutions to its clients.

2.3.1 Optimizing personnel management

The Group’s Human Resources priorities are an essential component of its growth strategy.

Headcount trends
At December 31, 2016, the Group had 69,042 employees, an increase of 4.6% compared with the end of 2015.
After a slight 0.8% decline in 2015, headcount again increased in 2016.

(number of employees) December 2016 December 2015 December 2014

Europe 15,160 14,673 14,401
o/w France 7,683 7,630 7,542
Africa, Middle East and Eastern Europe 8,535 8,878 8,999
Americas 19,058 17,947 20,072
Asia Pacific 26,289 24,497 23,022
TOTAL HEADCOUNT 69,042 65,995 66,494

The geographic spread of Bureau Veritas’ employees is closely linked to trends in the markets in which the Group does business. In a global
economic environment that is less favorable to sustained growth, certain regions remain more buoyant than others, notably the Americas
and Asia Pacific. Bureau Veritas has an extensive presence in China, Hong Kong and Taiwan, with 13,381 employees, representing 19.3% of
the Group’s total headcount. Together, the three recorded aggregate growth in headcount of 9.9% in 2016.

Movements in headcount

  2016 2015 2014

New hires(a) 12,362 11,021 12,512
Acquisitions 1,869 1,559 3,524
Layoffs 5,648 4,898 4,074
Voluntary departures 8,366 8,753 8,911
(a) Permanent contract (or similar).

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 Corporate social responsibility
Human Resources 2
An active and modern recruitment policy Onboarding these new employees efficiently and professionally is
a priority for the Group. To be as close as possible to new team
Bureau Veritas pursues an active and modern recruitment policy members, the integration plan is defined locally and aligned with
to support its long-term growth and development. It offers a wide the acquired company’s specific situation, environment and
range of career opportunities to its staff in terms of business characteristics.
diversity and geographical mobility. In 2016, the Group had a voluntary attrition rate of 10.8%, down
The Group has been stepping up its presence on social media since from 13.1% in 2015 due an economic environment that was
2014, developing an active global profile and regularly reporting generally less favorable to movements in the workforce. Locally,
on its activities on LinkedIn, Facebook and Twitter. Videos, the specific reasons for which employees leave the Group are
employee testimonials and a broad range of employment identified and discussed during exit interviews held by the local
opportunities are also posted online. HR teams. Bureau Veritas analyzes these factors to tailor its
Human Resources management policies to the labor market’s
At the same time, the Group continues to reinforce its local context and requirements.
partnerships with engineering and business schools and with
universities by participating in forums or sponsoring special
events.
Facilitating the induction of employees
The Group’s acquisitions also contribute significantly to the
growth of its headcount. Bureau Veritas acquired nine companies The Group gives its new employees a professional and efficient
in 2016, adding over 1,800 employees to its workforce. welcome, enabling them to rapidly assume their new duties and
feel at ease in their new environment. The onboarding program
can now be automatically accessed by new recruits via
MyLearning, the Group’s e-learning platform.

2
2.3.2 Nurturing and retaining talent
Identifying tomorrow’s talent This policy is rolled out in three different areas:
● performance interviews: employees are invited to discuss how
Since 2012, through its Organization & Leadership Development they wish to evolve within the Group over the subsequent
Review (OLDR), the HR department has identified potential 18 months (geographic or professional mobility). These goals
successors for key managerial positions and set up a specific are then discussed and adjusted by the employee and his/her
career transition review for these positions. line manager during individual interviews;
In 2016: ● job reviews: internal mobility for the Group’s executive
● 218 executive positions were reviewed by central teams functions is promoted through a formalized central process
together with the Group’s Chief Executive Officer; which systematically reviews the position and individual profile
and therefore enables greater responsiveness to the Group’s
● 990 management positions were reviewed by the regional operating priorities;
departments.
● internal communication: appointments to new positions or
During this process, any talent identified are specifically followed promotions are announced in “Connections”, a tool accessible
at Group or local level in order to prepare them for their future by all employees.
roles.
At December 31, 2016, the Group had 1,795 managers. The
average age of these managers was 48, which can be explained by Creating a performance-driven culture
the degree of expertise required by the Group’s specific
businesses. Developing a performance-driven culture is a lever for the Group. It
implies that all employees adopt the Company’s corporate vision and
project. To help promote commitment among employees,
Promoting internal mobility Bureau Veritas takes care to provide a stimulating work environment
in which employees feel valued and empowered.
Owing to its broad geographical presence and the diversity of its
businesses and sectors of activity, Bureau Veritas has an internal
mobility policy that is a strong driver of personal growth for its
employees.

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2 Corporate social responsibility
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Building a strong employer brand engineering students and recent graduates. Working engineers
voted for the Group as well in the October standings.
Bureau Veritas seeks to create a working environment that will ● In Asia, Bureau Veritas Consumer Products Services was
help its employees realize their full potential and help maintain a recognized with the Employment Excellence label by the
strong, attractive brand. Taiwan government. This follows on a series of awards granted
Bureau Veritas received several awards in 2016, including: over the past three years in recognition of Bureau Veritas’
inclusive culture, including: Best Partner in 2015, Employment
● In the United Kingdom, Bureau Veritas was named one of Excellence in 2014 and Excellent Grading in 2013. Key criteria
Britain’s Top Employers for the fifth year in a row. This in these wins range from accessible premises, a positive
certification was awarded by an independent organization (CRF working environment and the organization of events to foster
Institute) in recognition of the excellent working conditions at employee engagement.
Bureau Veritas.
● In Hong Kong, Bureau Veritas received the Good Mandatory
Provident Fund Employer award granted to companies with the
most exemplary post-employment benefits programs for their
employees.

Motivating employees through compensation

International compensation surveys are carried out regularly by
● Also in the United Kingdom, the Group has committed to the Group HR department to ensure that Bureau Veritas continues
supporting the armed forces community by recruiting ex-forces to be well positioned, enabling it to both attract the best
personnel and giving them the opportunity to build a second candidates and compensate employees according to their level of
career. In October 2016, Bureau Veritas received the Gold commitment and performance.
award in recognition of its Military Recruitment Scheme from Managers are closely associated with the Group’s growth through
Prince William, the Duke of Cambridge. bonus schemes that take into account their individual
● In France, Bureau Veritas was awarded fourth place in the performance and the performance of the Group as a whole.
corporate services category for the first time in the 2016 Bureau Veritas promotes loyalty among its managers through a
survey of France's favorite companies conducted by on-line system of stock options and/or through performance shares as
marketing studies site Toluna and published by Challenges part of a long-term incentive plan.
magazine. In April, Bureau Veritas France was included in the
2016 Universum France preferred employers ranking by Information relating to personnel costs can be found in Note 8 to
the consolidated financial statements in section 5.1 of this
Registration document.

2.3.3 Becoming a learning organization

Personal development and training are key goals of the Group’s overseen by a “dean” responsible for appropriate content quality.
HR strategy and a means by which Bureau Veritas can keep its Two modules have already been developed, the first dealing with
employees’ expertise aligned with its businesses and offer project management and the second with marketing and sales.
enriching career paths. To give an example, among the 15 major The colleges will host between 10 and 20 participants per year
countries in which the Group does business, Bureau Veritas from across the globe. In 2017, BV University will welcome two
recorded a total of 735,879 hours of training in 2016, groups of participants for a three-week program in France, China
representing an average of 15 training hours per employee. These and the United States. This initiative is being supplemented by the
15 countries – France, China, India, Brazil, Chile, the United States, ramp-up of MyLearning, the Group’s e-learning platform.
Canada, Spain, Australia, Colombia, Peru, the United Kingdom, the
The Group has pursued a policy of providing training in digital
United Arab Emirates, Russia and South Africa – account for 72%
format since 2015. Existing modules have been migrated to
of the Group’s total workforce.
MyLearning. Local entities are gradually migrating their training
Bureau Veritas is working to develop a uniform training indicator in programs to this single platform.
all of its host countries so that it can ultimately publish
Many employees work at clients’ premises. The challenge is to be
representative data for the entire Group.
able to readily access the knowledge which is essential to Group
businesses – themselves built on technical expertise.
The MyLearning platform already contains general QHSE training,
Broadening access to knowledge programs focused on Health and Safety, the Bureau Veritas
onboarding program and a series of technical training modules
Bureau Veritas wants to expand the range of learning tools aligned with the Group’s businesses. The Group compliance
offered to its employees in order to support their career-long program, which is applicable to all Bureau Veritas employees, was
development. also made available on MyLearning in 2016. In addition, the
In 2016, the Group launched "BV University", which will operate in Marine & Offshore business has transformed numerous training
2017 along the lines of universities in the US, with “colleges” modules into digital format.

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 Corporate social responsibility
Human Resources 2
Technical upskilling and accreditations characteristics of the items inspected (products, processes,
equipment, etc.) and safety and ethical standards.
Bureau Veritas is active in a large number of technical fields and Each division’s Technical departments also monitor employees’
its training is therefore very diverse. Technical training is qualifications. At each stage of the process, employees’ skills are
necessary so that employees can work with full knowledge of assessed by these departments and are also audited by
standards and regulations, inspection methods (sampling, analysis, accreditation bodies (COFRAC, IACS, UKAS, etc.).
non-destructive tests, measurements, etc.), the technical

2.3.4 Creating an inclusive culture

An inclusive culture enables each and every employee to reach To get the most out of this diversity, employees throughout the
his/her full potential. Inclusiveness goes beyond diversity, since it organization must relay the Group’s values of equality and
expresses the quality of management and the values at work in inclusion. In 2016, the Group set the movement in motion with the
the organization on a daily basis. It enables people from different launch of an “Inclusion” visual that has been deployed at all levels
generational, gender and geographic backgrounds to work of the Company and is featured on all internal and external e-mails.
together and to respect difference. Bureau Veritas wishes to
extend this inclusive culture to all its employees so that they think
in a broader, more cross-functional manner. BV University, along
with other resources, will help to achieve this goal with its aim of
giving tomorrow’s leaders an opportunity to get to know each
other and work together in an international, multicultural
environment.
In 2016, Bureau Veritas officially launched its inclusion strategy,
2
which is both global and comprehensive .
Global, because the strategy provides Bureau Veritas’ 140 host
countries with a shared framework known as “Gender plus one”.
This program aims to help each unit focus on two issues:
● improve the gender balance within its teams;
● define and implement an additional inclusion initiative covering The visual symbolizes the program’s spirit, expressing the
a scope in relation with local priorities. concepts of living together in harmony, openness, movement,
diversity and dialog.
Comprehensive, because the strategy aims to promote the
broadest possible range of profiles in the employee base and to In December 2016, Bureau Veritas was recognized for its
unleash the potential of all team members by creating a working initiatives in this area at the Victoire des Leaders du Capital Humain
environment that encourages each person to make a singular awards in the CSR & Diversity category. The awards, which have
contribution with the goal of enhancing performance. been organized by the "Leaders League" trade press group since
2002, are designed to recognize professionals for their excellence
● the first focus in this strategy was to secure buy-in at the and to give broader exposure to best leadership practices in
highest level of management. This was demonstrated in a business.
formal commitment to promote inclusion, which was signed by
the Chief Executive Officer and the Group’s 17 Executive Vice
Presidents at a special ceremony. A system was set up to
report to the Board of Directors on succession plans and the Fighting discrimination
percentage of women in the pool of identified successors for
the Group’s 180 most senior positions; 40% of Bureau Veritas Executive Committee members are foreign
citizens. Respect for all individuals is one of the Group’s core
● the second focus was to instill the inclusion strategy in all the values. On joining Bureau Veritas, all of the Group’s employees
entities. Local management has signed the inclusion agree to respect differences and other people, regardless of their
commitment, translated into 14 languages, and developed an nationality, ethnic origin, age, or religious or political beliefs.
inclusion plan for each entity to take into account specific local Bureau Veritas endeavors to constantly encourage and reinforce
characteristics and the entity’s degree of maturity. diversity within its teams, which it considers a source of
The Inclusion Advisory Board, created in early 2016, comprises enrichment and success.
11 Senior Executives drawn from the Company’s Diversity policies have been formally introduced at local level.
Top 140 managers (Senior Vice Presidents or Vice Presidents). Employee handbooks describing anti-discrimination policies are
The Board met at regular intervals during the year and presented distributed to employees in several countries, in order to raise
measures to speed up inclusion to the Chief Executive Officer in awareness of these issues.
late 2016. These measures, which are ambitious and realistic in
terms of their value added for the Company, address four main Initiatives run within entities are monitored and upgraded over
areas: communication/training, hiring/development of talent, time.
customer focus and key performance indicators.

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For example: Enrichment through difference

● in the US, as part of moves to bolster the Equal Employment
Opportunity policy, Bureau Veritas renewed recruitment action Bureau Veritas seeks to create favorable conditions giving people
plans for minorities, veterans, women and people with with disabilities access to employment. In Spain, for example,
disabilities in more than 20 of its branches and offices. Since Bureau Veritas and the ONCE foundation signed a partnership
2015, employees have also been required to complete a special agreement in 2016 to promote the recruitment and training of
e-learning program on equal opportunities in employment; disabled persons.

● in South Africa, Bureau Veritas continued its actions to fight In France, ever since Bureau Veritas received accreditation from
inequality in connection with the government-backed France’s DIRECCTE (Regional directorate for companies,
“Broad-Based Black Economic Empowerment” program. In competition, consumption, work and employment) for its
2016, Bureau Veritas South Africa again donated 1% of its net agreement on employment of disabled persons in 2014, Human
after-tax profit to Maths Centre and Jicama, organizations Resources teams have been pursuing their initiatives to train and
involved in the education of children in primary schools; raise awareness among employees. These have included internal
communication campaigns with brochures and posters, work with
● in Ivory Coast, Bureau Veritas signed a partnership agreement expert consultants, recruitment campaigns on specialized sites
with the Ministry of Employment and Social Affairs in such as Reseau handicap and Agefiph, and/or participation in
June 2016 to strengthen initiatives designed to bring employment fairs organized by student organization FEDEEH.
vulnerable populations into the workforce, notably women,
disabled individuals and first job-seekers over 35. Since the agreement was signed, the employment rate for people
with disabilities in France has steadily increased, rising to 2.29% in
2016 from 1.89% in 2013.

Promoting a better gender balance

Bureau Veritas sees an appropriate gender balance as a driver of Getting the most from age diversity
progress. Women remain insufficiently represented in senior
management positions and on governing bodies. In line with the In France, the “Generational contracts” action plan focusing on
launch of its “Gender plus one” program, the Group strongly jobs for young and mature generations covers the period
encourages initiatives in this area throughout its network. 2013-2016. It includes initiatives to promote youth training and
Progress has already been made: in 2016, the percentage of outreach and work-study arrangements, which aim to increase
women in the Group’s executive management team was 12%, the number of young people on the payroll by 4% by 2016. The
versus 11% in 2015. action plan also includes an initiative promoting employment and
skills development for the over 50s, skills and knowledge sharing,
Bureau Veritas has set a goal of raising this percentage to 25% by gender equality at work and job diversity.
the end of 2020. This ambitious target has been widely circulated
in-house and is reflected in a specific objective for end-2017. Of In 2016, employees recruited on work-study contracts
the Group’s worldwide headcount at end-2016, 69% were men represented 19% of all new hires in France, an increase of 4%
and 31% women. from 2015.
In addition, 38% of all new hires on permanent contracts in 2016
were under 30. To retain and protect its oldest employees,
Inclusive recruitment policy Bureau Veritas United Kingdom offers numerous possibilities for
organizing their work by giving them a role as mentors or
Bureau Veritas primarily seeks to recruit passionate, committed consultants or by offering part-time solutions. Since 2012,
people regardless of whether they have a university background Bureau Veritas United Kingdom has also participated in a program
or come from a prestigious graduate school. This inclusive that gives veterans an opportunity to continue their career paths
academic policy gives the Group a wider, more creative and more in a corporate setting.
proactive talent pool.

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2.3.5 Constructive labor relations
Work organization The absenteeism rate reported hereafter for 2016 covers 11 major
countries in which the Group does business (China, France, India,
HR Directors are responsible for organizing working time in Brazil, Spain, Canada, Australia, the United Kingdom, Russia, Hong
compliance with local regulations. Due to the diversity of the Kong and South Africa) and covers 57% of the total workforce.
Group’s businesses, a different work organization is adopted for The rate stood at 1.6% for the year. It takes into account the total
each business sector, depending on whether its employees are number of days of absence that cannot be planned in advance
sedentary (laboratory) or mobile (inspection). (due to illness, workplace accidents, or unauthorized absences) to
Working hours vary depending on the country and the applicable get a better view of employee engagement.
laws. Bureau Veritas is working to develop a uniform absenteeism
As an example, 586 employees or 7.6% of the Group's workforce indicator in all of its host countries so that it can ultimately publish
in France worked part time in 2016, in line with previous years representative data for the entire Group.
(7.7% in 2015 and 7.8% in 2014).

Labor relations
Absenteeism
The Group has identified employee representative bodies within
Absenteeism is monitored by local HR departments in accordance most of its entities and strives to ensure that they function
with local labor laws. Statistics on absenteeism are consolidated effectively.
on a quarterly basis in the Group’s reporting system. Bureau
Veritas is also working to introduce more detailed, consistent
indicators, mainly in connection with the current deployment of its
More generally, Bureau Veritas also encourages communication,
exchanges of ideas and opinion gathering via notice boards, HR
networks, suggestion boxes, exit interviews, ethics
2
new HR information system. correspondents, accident prevention committees, monthly
personnel meetings and an open door policy.

Personnel representative These exist in most of Bureau Veritas’ key countries: Canada, China, France, Spain, Italy, the United States, Japan,
bodies Germany, the Netherlands, Belgium, Czech Republic, Australia, Singapore, India, Thailand, Malaysia, Russia, Ukraine
and most of Africa (Senegal, Mali, Ivory Coast, Benin, Togo, Gabon, Congo, Angola and South Africa).
They take various forms depending on local legislation and the size of the workforce. They are generally made up of
personnel delegates, works councils, health and safety or working conditions committees and union representatives.
Committees Employee committees have been set up in Singapore, Vietnam, the United States, Germany, Spain, France, Belgium,
the United Kingdom and Canada.
In China, a discussion meeting open to all personnel is held each year as a platform for dialog with employees on
matters such as training and career development.
European Works Council The European Works Council put in place by the Group facilitates information and consultation with employees on
transnational issues and represents a strong channel for constructive labor relations.
It currently has 25 representatives from European countries. The European Works Council is regularly informed of the
Group’s economic and financial situation and the likely direction of its businesses and sales. It is also consulted on the
employment situation and trends, investments, significant changes in organization, the introduction of new working
methods or new production processes, any mergers or discontinued activities, and any large-scale redundancies.
Collective agreements Collective agreements covering key HR issues (organization of working hours, compensation policy, working
conditions, etc.) have been signed in Bureau Veritas’ main markets: Argentina, Australia, Brazil, Canada, Chile, France,
India, Italy, Mexico, the Netherlands, Peru, Russia, Singapore, Spain, Ukraine and Vietnam.
There are 14 company agreements currently in force within Bureau Veritas SA. These agreements set out the
conditions for labor relations, describe the modus operandi for employee representative bodies, and discuss a variety
of other issues such as the management and reduction of working time.
With respect to workplace health and safety, over 40 committees have been identified, created further to local
requirements or OHSAS 18001 certification initiatives providing for employees’ participation and consultation. No
additional agreements arose out of these committees in 2016.

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Profit-sharing agreements
The profit-sharing agreements described below do not cover subsidiaries of Bureau Veritas SA outside France.

Statutory profit-sharing
The statutory profit-sharing arrangement gives employees a right to a portion of Company profit.
Regardless of seniority, all employees are entitled to participate in the special reserve calculated pursuant to the statutory method set
forth in article L. 3324-1 of the French Labor Code (Code du travail).
Bureau Veritas applies the statutory profit-sharing regime provided for in article L. 3323-5 of the French Labor Code.
In 2016, statutory profit-sharing represents €11,163,017 for a total of 7,005 beneficiaries.

Contractual profit-sharing
On June 30, 2015, Bureau Veritas entered into a three-year agreement with its Works Council covering 2015, 2016 and 2017.
Bureau Veritas employees with more than three months’ service at the Group are entitled to contractual profit-sharing proportionate to
their seniority.

(in €) 2016 2015 2014

Number of beneficiaries 7,005 6,948 6,883
TOTAL CONTRACTUAL PROFIT-SHARING 2,989,972 12,994,953 14,361,675

Group Savings Plan Promotion of and compliance with the

fundamental conventions of the International
An agreement to convert the Company Savings Plan into a Group
Savings Plan was signed with the Works Council on July 19, 2007,
Labour Organization
enabling all Bureau Veritas Group companies that are related
companies within the meaning of article L. 3332-15 paragraph 2, In accordance with local laws, Bureau Veritas operates in
of the French Labor Code to join the Group Savings Plan. compliance with the fundamental conventions of the International
Labour Organization (ILO) in all the countries in which it is present.
The Group Savings Plan comprises seven mutual funds in which
€127,860,620 was invested at December 31, 2016. The ILO’s fundamental conventions cover a number of areas,
notably respect for freedom of association and collective
Bureau Veritas contributes to the savings of its employees by bargaining, the elimination of discrimination in respect of
paying a top-up contribution into the Group Savings Plan up to a employment and occupation, the abolition of forced labor, and the
maximum of €1,525 per employee per calendar year. abolition of child labor.
Bureau Veritas is also a partner of the ILO’s International Training
Center, providing training on incorporating the principles of
international labor law into the strategy and operations of large
international corporations.

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 Corporate social responsibility
Health, Safety and Environmental issues 2
2.4 Health, Safety and Environmental
issues
For Bureau Veritas, safety is an “absolute”, non-negotiable priority The growth of Bureau Veritas has also had an impact on its
without which the business could not continue. environmental footprint, mainly in terms of electricity
consumption and CO2 emissions which have increased on account
The Group’s safety culture, driven by the goal of being a
of work-related travel. To reduce these impacts, Bureau Veritas
zero-accident company, is a significant factor in forging internal
has developed internal programs to lighten the Company’s
cohesion as well as a key focus. The Group’s expansion into new
normative environmental footprint.
countries and industrial sectors gives rise to many challenges.
These have been identified by Bureau Veritas thanks to the In 2016, the Group focused on three priority areas: reducing the
unwavering commitment of its management and the expertise of number of accidents caused by falls, increasing the number of
its Health, Safety and Environment (HSE) managers. Since 2009, safety briefings held by management and securing the
when the Group’s first series of reliable indicators were environmental footprint reporting scope.
established, accidents have fallen sharply. For example, the rate of
accidents leading to lost work time is down by 65%.

2.4.1 A comprehensive HSE policy 2

The Group’s Health, Safety and Environment (HSE) policy has been environmental issues, within the core values of the corporate
defined to address the following challenges: culture. This clear undertaking reflects the Group’s long-term
commitment to continuous improvement in its HSE performance.
● successfully integrating a large number of new employees each
year into a growing Group; This statement is available on the Group’s website
([Link]), and includes the following
● harmonizing local HSE practices in an international network of
commitments:
140 countries;
1. provide a safe workplace and systems to prevent accidents
● conducting a wide range of activities that carry different HSE risks;
and injuries to our employees;
● working on client sites in working environments that the Group
2. prevent pollution, minimize energy consumption and waste;
cannot control; and
3. increase employees’ HSE awareness and safe behavior;
● protecting against the risk of road accidents during
work-related travel. 4. comply with all relevant HSE legislation (regulations, internal
policies, client requirements, and other applicable
requirements).
Unwavering management commitment These commitments are also reflected in the active participation
of the Executive in the analysis of serious accidents, specific HSE
In signing an “HSE statement”, Executive Management has reviews, HSE certification objectives, and in the quarterly
undertaken to enshrine safety at work, along with health and monitoring of performance indicators and action plans.

HSE objectives
Bureau Veritas undertakes to protect the safety of its employees and the environment by setting annual objectives in line with the Group’s
HSE vision and mission. Since 2015, Bureau Veritas’ operating teams, supported by the HSE network, have been working towards the
following goals:

Objective Progress at December 31, 2016

Zero fatal accidents Achieved
Reduce the frequency of accidents with lost work time and the frequency of all accidents by 10%, and reduce the Achieved
Accident Severity Rate by 15%
Secure the environmental footprint reporting scope Achieved
Conduct initial HSE training for all new arrivals Not achieved
Ensure that each employee attends at least six safety briefings per year Achieved
Roll out two safety campaigns Not achieved
Obtain OHSAS 18001 certification for all entities with more than 200 employees Achieved

Details on these objectives are provided below.

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2 Corporate social responsibility
Health, Safety and Environmental issues

A local and global HSE organization

Bureau Veritas has put in place the following HSE organization in order to provide effective management at Group level and consistent local
implementation of objectives, programs and practices.
The strength of this organization lies in the balance between its network and the importance of its activities.

Title Role and responsibilities Reports to

HSE department Defines global strategy, programs and tools. Senior Vice President, Operational Excellence
HSE steering group Helps to define the Group’s HSE strategy and more Operating group management teams
specifically to select prevention campaigns.
HSE managers Implement HSE policies, factoring in local constraints Regional and local management teams
associated with the Group’s various businesses, languages,
cultures and regulatory contexts.
HSE network Reviews HSE performance during quarterly conference calls Operating group management teams
and annual seminars in order to set clear directions for HSE
objectives and programs; participates in the development
and implementation of new tools in order to disseminate
good practices.
Ionizing Radiation Safety Ensures that all activities using ionizing radiation equipment Operating group management teams
Committee under Bureau Veritas’ responsibility deliver their services
safely.
Working groups Work together on specific topics in order to deliver joint HSE department
proposals to the Group. In 2016, there were two active
working groups: Machine safety and Accident categories.

Certifications
The Group gave itself the objective of seeking to obtain OHSAS 18001 certification for all entities with more than 200 employees before
the end of 2015 (excluding acquired companies). ISO 14001 certification is also highly recommended.

Coverage of Group headcount 2016 2015 2014

ISO 14001 79% 77% 68%
OHSAS 18001 88% 85% 74%

The scope of certification continues to expand, regardless of whether certification is mandatory or strongly recommended. The pace of
expansion is slowing, however, as only acquisitions and a few small units that are not yet certified are contributing. Certification activities
are excluded from this scope as they are subject to specific accreditation processes. Similarly, acquisitions made in 2016 will not be
covered by this certification program until 2017, so as to give them time to implement and adapt to the Group’s management system.

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 Corporate social responsibility
Health, Safety and Environmental issues 2
2.4.2 Ensuring employee health and safety
Health and safety indicators
Bureau Veritas has implemented health and safety indicators in each country in which it operates. These indicators have been defined
according to World Health Organization guidelines.
An internal procedure defines the methods for reporting these indicators using a single tool that enables information about accidents to be
reported in real time from all of the Group’s entities. A specific process is applied for current-year acquisitions that are excluded initially
from the Group’s health and safety management system. These entities are integrated on a case-by-case basis after checking the reliability
of data and more generally after at least one year of reporting.

Objective
Indicator Definition Unit 2016 2015(a) for 2016
Total Accident Rate (TAR) Frequency rate of all Number of accidents with and without
accidents lost time x 200,000/Number of hours
worked 0.61 0.67 (10)%
Lost Time Rate (LTR) Frequency rate of lost Number of accidents with lost time x
time accidents 200,000/Number of hours worked 0.26 0.30 (10)%
Accident Severity Rate (ASR)

Fatality (FAT)
Seriousness of
accidents
Number of deaths
Number of days lost x 1,000/Number
of hours worked
Number of deaths
0.03
0
0.027
1
(15)%
Zero
2
(a) The 2015 rates have been revised following the change in method for calculating the number of hours worked. As from 2015, this number has been set at
160 hours per person per month.

The Group continues to make overall progress (TAR – 13%, LTR – 13%, ASR – 15%) thanks to the programs put in place to improve the
analysis of root causes and the effectiveness of the measures adopted, as well as the day-to-day input of line management. In 2016, all
accidents classified as “serious” according to the Group’s own criteria were closely monitored: the analysis of the accidents and the related
action plan were reviewed by the HSE department and then presented by the line managers to their superiors at a specific meeting. This
information is also provided to the Group’s Chief Executive Officer during regular operating reviews. All Bureau Veritas managers were given
a guide to manage safety by their line managers or their HSE organization at their annual evaluations or during a meeting on these issues.
This guide forms the basis to understand the role of management in deploying the safety culture.

Priority programs Group HSE department and was subsequently implemented by

management.
Improving the Group’s accident profile means putting in place At the end of 2016, the Consumer Products business reported a
appropriate programs. The Group is piloting a series of initiatives significant improvement, with a year-on-year reduction of 60% in
(some of which are described below), which are being rolled down the number of serious accidents.
locally and help to ensure that practices and guidelines are
consistent. Local action plans specific to the entity’s concerns and
to their degree of maturity on certain issues are also in place. Safety campaign
A prevention campaign on safety issues was launched in 2016 by
Analyzing the root causes of an accident the Group QHSE department, focusing on low falls and slips. Two
campaigns had been initially planned during the year, but the
Analyzing the root causes of an accident is an essential part of second was postponed due to the extended roll-out of the first.
improvement and prevention. The internal accident investigation Low falls and slips was chosen as a focus area because it is the
procedure was changed in 2015 to incorporate more effective most frequent cause of accidents at Bureau Veritas. The campaign
tools to identify root causes as well as to select efficient, was deployed by the entire network in languages that ensure good
appropriate long-term corrective and preventive measures. An local understanding of the messages. The campaign concerns all
e-learning module has also been developed to support this employees, as well as certain subcontractors if relevant for their
initiative and will be deployed through local campaigns in early activities.
2017. Anyone involved in analyzing a serious accident will have to
complete this training module. A total of 45,829 training sessions or briefings were given to our
employees and 1,667 to our subcontractors. The effectiveness of
In 2016, the causes of the most serious accidents (58 during the this work is also measured by using indicators such as the number
year) were analyzed by the management of the entities concerned of fire incidents reported to insurance companies and the number
together with the Group’s QHSE department in order to raise of near-accidents reported and analyzed.
managers’ awareness of this approach.

Safety briefings
Action plan for the Consumer Products business
Safety briefings are a key preventive measure for accidents and
Given the number and trend of serious accidents identified in the part of the Group’s internal processes.
Consumer Products business in 2015, a specific action plan was
prepared by the HSE managers for the unit with support from the They help remind employees of the importance of safety in their
day-to-day work, highlight areas of business requiring particular

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2 Corporate social responsibility
Health, Safety and Environmental issues

vigilance and help develop an open dialogue about these issues procedure that must be followed in all Bureau Veritas operations
with employees. For employees, the briefings are an opportunity where work is carried out using IR equipment. These requirements
to share any doubts or suggestions for improvement they may define critical factors such as maximum exposure for Bureau
have, and are an important link in the knowledge chain. Veritas employees, monitoring of exposure and medical follow-up.
Compliance with these requirements is audited for each entity at
In 2016, the Group set itself the goal of ensuring that each
least every three years by internal experts. The audits are
employee participated in at least six safety briefings per year. This
supplemented by annual self-assessments.
goal was achieved to differing degrees across the Group,
depending on the maturity of the entity in question.
Asbestos
The main hazard linked to asbestos exposure is the inhalation of
Occupational illnesses airborne fibers that may be released from Materials Containing
Asbestos (MCA). At Bureau Veritas, exposure may occur when
Occupational illnesses are monitored and reported locally, in services are performed in a work environment where asbestos is
accordance with applicable regulations, and local prevention plans present, or during work on MCAs that may generate airborne
are defined and put in place. Implementation of OHSAS 18001 fibers (inspection of boilers insulated with materials containing
certification within the Group drives entities’ commitment to asbestos, decontamination of buildings, etc.).
continuous improvement.
To ensure that exposure is limited, the Group has implemented an
The Group analyzes its activities to identify the main risks to internal policy requiring a risk analysis for all operations. Beyond a
which its employees are exposed and to define the appropriate certain density of fibers present in the air, a written plan to limit
control mechanisms. Two principal exposures have been exposure is required and includes procedures for medical
identified: ionizing radiation and asbestos. oversight. The key elements of this program are defined globally
and must be deployed locally. In 2016, a training module designed
to raise the awareness of potential exposure as defined by the
Ionizing Radiation working group on asbestos (see the section above on HSE
Ionizing Radiation (IR), such as X-rays and gamma rays, is emitted organization) was rolled out through the Group’s e-learning
by mobile or fixed equipment used primarily to perform platform.
non-destructive testing. An Ionizing Radiation Safety Committee In France, three work-related illness claims, including one linked to
was created in 2007 and established a Group policy and asbestos, were filed with the authorities in 2016.

2.4.3 Limiting Bureau Veritas’ environmental impact

Bureau Veritas’ environmental policy applies to all its activities. Based on these findings, the Group-led environmental programs
The Group sets annual reduction targets and implements specific and tools focused on these six sources while requesting more
programs to reduce its most significant environmental impacts. detailed reports on data related to work-related travel and energy
Several action plans were implemented in 2016. consumption.
The overall picture remains valid despite the Group’s growth and
the increase in laboratory activities.
Reduction in CO2 emissions As a result, Bureau Veritas is determined to reduce its
environmental footprint and minimize its normative energy
Given the nature of the Group’s activity as a service provider, its consumption and carbon footprint relating to work-related travel.
environmental impact is fairly limited. To get a better view of this In order to do so, the Group sets annual objectives that are
impact, the sources of Bureau Veritas’ CO2 emissions were presented during the yearly management review, namely to the
mapped in 2008 through full carbon audits of a representative CEO, CFO, and heads of the Legal, Risk & Compliance and Human
sample using France’s Bilan Carbone methodology. The results Resources departments.
showed that 98% of Bureau Veritas’ total CO2 emissions stemmed
from work-related travel, the consumption of energy, paper and The Group’s environmental indicators are calculated using the
water, leaks of ozone depleting substances and waste generation. Environmental and Carbon Reporting tool. These indicators are
The breakdown by business varied slightly. Work-related travel circulated to the Group’s Executive Committee and through the
was the main sourceof CO2 emissions for inspection and office website.
activities, for example, while energy consumption was the main
source for laboratories.

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 Corporate social responsibility
Health, Safety and Environmental issues 2
Energy consumption ● Scope 3 – Other emissions: sum of all other indirect emissions
including work-related travel.
To achieve the targets set by the Group, local action plans have
been rolled out, documented and communicated. These action By analyzing available data, energy consumption can be identified
plans may be persuasive (information campaigns), behavioral as one of the two areas of the business generating the majority of
(regulated watering, careful control of indoor temperatures, the Group’s CO2 emissions. Work-related travel is the second
optimized lighting) or managerial (procedures, management largest contributor to CO2 emissions.
systems). In 2016, reliable data on the laboratories’ carbon footprint
For laboratory activities in 2016, reliable data for electricity resulting from electricity consumption were monitored for
consumption were measured for 17,528 employees, or 81% of the 17,528 employees, or 81% of the staff in Group laboratories with
staff in Group laboratories with more than 25 people and 93% of more than 25 people and 93% of Group laboratories with more
Group laboratories with more than 25 people. than 25 people.

Given that the data for 2015 show that 80% of the total volume Given that the data for 2015 show that 80% of the total volume
of electricity consumed by the Group was attributable to the of electricity consumed by Bureau Veritas was attributable to the
laboratories, with the remaining 20% attributable to offices, laboratories, with the remaining 20% attributable to offices,
Bureau Veritas has chosen to focus on data from laboratory Bureau Veritas has chosen to focus on data related to laboratory
activities in laboratories with more than 25 people. activities in laboratories with more than 25 people.

To stabilize the scope of data monitored and ensure its reliability In 2015, reliable data on the offices’ carbon footprint resulting
through a detailed review of changes in consumption, the from work-related travel were monitored for 25,515 employees,
reporting period has been moved back by one calendar year. As a or 63% of the staff in Group’s offices with more than 50 people
result, the data available for 2016 correspond to actual and 66% of Group offices with more than 50 people.
operations in 2015.

2
In view of the volume of CO2 emissions resulting from
work-related travel undertaken by office staff as compared to
Electricity consumption of Group laboratories laboratory staff, Bureau Veritas has chosen to focus on office data
The data on energy consumption presented below concern from offices with more than 50 people.
electricity only. Gas consumption is not significant and therefore To stabilize the scope of reported data and ensure its reliability
no longer included in this calculation. through a detailed review of changes in emissions, the reporting
period has been moved back by one calendar year. As a result, the
Energy in MWh/person/year 2015
data available for 2016 correspond to actual operations in 2015.
Laboratories 5.9
The initiatives described above and put in place in the Group’s
offices to reduce energy consumption allow it to continue cutting
The following table shows gross consumption in 2015: CO2 emissions resulting from energy use.

Energy in MWh 2015

Laboratories 102,906 GROUP CO2 EMISSIONS ARISING FROM ELECTRICITY
CONSUMPTION – LABORATORIES
The gross energy consumption figure for 2015 presented here is Tons of CO2/person
slightly higher than the figure published in the 2015 report as the Energy 2015
reporting scope grew larger in the interim. Reporting covered Laboratories 2.8
14,288 people in 2015 versus 17,528 people in 2016.
Normative energy consumption declined during the year. This
confirms the effectiveness of the efforts made by Group entities GROUP CO2 EMISSIONS ARISING FROM WORK-RELATED
to reduce their environmental impact and is the result of TRAVEL – OFFICES
continually rising employee awareness, of programs to replace
existing lighting with LED lighting and of choosing more Tons of CO2/person
Work-related travel 2015
energy-efficient electrical equipment and machinery.
Offices Between 1.7 and
2.18
CO2 emissions
The BV Carbon tool developed internally in 2009 to measure the Data for work-related travel shown above include the use of cars
Group’s CO2 emissions and assess the efficiency of environmental (corporate, rental and leased vehicles), motorbikes and scooters,
programs has been consolidated within the Environmental and flights (short, medium- and long-haul) and train travel. Commuting
Carbon Reporting tool since 2014. is not included.
The following emission scopes are taken into account: An analysis of reported data on air travel has revealed an error
● Scope 1 – Direct emissions: sum of direct emissions resulting that has an impact on the per capita consumption indicator,
from burning fossil fuels such as oil and gas from resources thereby generating a margin of difference of +5% to -29% for this
owned or controlled by the Group; indicator. Measures have been taken to ensure that future
consolidated data is reliable.
● Scope 2 – Indirect emissions: sum of indirect emissions arising
from the purchase or production of electricity;

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2 Corporate social responsibility
Health, Safety and Environmental issues

Streamlining work-related travel In France for example, teams are putting in place a program aimed
at replacing vehicles over three years old with more fuel-efficient
Bureau Veritas’ businesses involve numerous visits to clients’
vehicles in order to reduce average fuel consumption. This will
premises, resulting in high levels of fuel consumption.
reduce emissions resulting from work-related travel.
In order to reduce the CO2 emissions generated, local initiatives
have been put in place, mainly in France, Australia, Italy and Latin
America.

Pollution and waste management

Potential pollution in connection with the Group’s office and inspection activities is described in the table below. Compliance with the
identified requirements is audited by local authorities and by ISO 14001 certification bodies.

Business Potential pollution Examples of action plans

Offices and inspections Air conditioning equipment in the offices, which may Appropriate maintenance contracts
provoke refrigerant gas leaks Recent vehicle fleet with low CO2 emissions and
Use of cars to travel to client premises training in eco-driving
Laboratories Air conditioning equipment in laboratories that may Appropriate maintenance contracts
provoke refrigerant gas leaks Technical equipment to monitor emissions and
Testing equipment that may generate polluting procurement of necessary permits, regular emissions
atmospheric emissions checks
Use of cars to travel to client premises Recent vehicle fleet and training in eco-driving
Dedicated storage areas equipped with appropriate
Storage of chemical products and hazardous waste
retention tanks and the necessary control procedures

Measures for the prevention, recycling and Noise and other forms of pollution
removal of waste
Noise and other forms of pollution related to the Group’s activities
The nature of Bureau Veritas’ activities means that its main waste are monitored in accordance with applicable local regulations.
product in volume terms is paper. In order to limit its consumption Owing to the nature of its activities, Bureau Veritas causes little
and reduce the waste generated, several initiatives have been set noise pollution in the local communities in which it is present.
up within various Group entities focused on generating electronic However, where excessive noise is identified (e.g., at laboratories
reports, as well as electronic printing and archiving when carrying out resistance tests on concrete or metal parts),
permitted by clients and applicable regulations. Bureau Veritas is appropriate sound insulation has been installed to avoid creating a
working towards its paperless goal for the Consumer Products nuisance for the local community. Appropriate protective
business (reduction of paper consumption, storage and shipment). measures are also identified and put in place for the employees
Other types of waste, such as cardboard, plastic, glass, batteries, concerned.
light bulbs, redundant electrical and electronic equipment,
chemicals and mineral samples arising from laboratory tests
carried out by the Group, are measured and managed in Helping clients to reduce their environmental
accordance with local regulations requiring that they are disposed
of using specialized services. impact
Due to the increasing scale of the Group’s laboratory activities, Bureau Veritas offers a range of services enabling its clients to
waste reporting has been improved in order to better measure the lighten their environmental footprint, such as:
information reported and ensure that it is reliable.
● conducting carbon and energy audits to identify the sources of
emissions, quantify and prioritize them, and recommend
methods for reducing CO2 emissions;
● supporting clients in their efforts to obtain ISO 14001
certification and training environment managers, which makes
a key contribution to professionalizing improvement initiatives
and ensuring their effectiveness over the long term;

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 Corporate social responsibility
Health, Safety and Environmental issues 2
● technical checks carried out on ships in service and under Provisions and guarantees
construction to prevent ecological disasters related to
accidental spills; Provisions and guarantees for environmental risks are monitored
● LEED certification, support in obtaining HQE certification for at local level depending on the potential impact of Bureau Veritas’
buildings that help reduce energy consumption during activities. The Group has subscribed insurance coverage for all of
construction and operation. its business activities (see section 1.13 – Insurance, of this
Registration document).

2.4.4 Continuing employee training

A Health, Safety and Environmental induction module is provided This platform, available to all Group employees, offers training
to new employees when they join the Bureau Veritas Group. modules in a variety of languages on Health, Safety and
Around 13,000 induction sessions were held in 2016. Environmental issues. These include key safety rules, handling of
chemical products, working at heights, eco-driving for two- and
This induction training is supplemented with specific modules that
four-wheeled vehicles, responsible conduct and handling of gas
are defined by each country based on the risks employees may be
canisters. Specifically-designed modules are also made available
exposed to when performing their duties and in accordance with
on measures that managers must take with respect to personal
regulatory requirements. Training is provided with respect to
protection equipment, ionizing radiation, working at heights and
entering confined spaces, working at heights, first aid, use of
entering confined spaces.
firefighting equipment, handling of pressurized canisters and
preventive actions. Training leading to a certification is also In 2017, the scheduled updating of certain modules will bring
provided for members of the HSE network on HSE management
systems, applicable standards, internal audits, and accident
investigations.
them in line with the latest requirements and best practices.
2
E-learning platform
After Bureau Veritas set up a new global e-learning platform in
late 2014, substantial resources were allocated by HSE teams so
that all training courses available at Group level could be
incorporated into the platform. A total of 15 modules were
configured in several languages, some 200 local administrators
identified and trained, automatic reports created and best
practices exchanged with other Group entities using this platform.
As a result, fourteen HSE courses were posted online in 2015 and
two new courses were added in 2016.

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Society

2.5 Society
2.5.1 Serving the general interest
In a world where public opinion is becoming increasingly sensitive to technological, environmental, energy, social and economic risks,
Bureau Veritas provides solutions to issues relating to quality, safety, environmental protection and social responsibility.

Helping our clients to generate value on a A specific CSR-focused business

long-term basis
The Group’s business portfolio includes services more directly
Bureau Veritas has over 400,000 clients. It operates in a wide geared to CSR. In addition to those mentioned in section 2.4.3
range of industries, including aerospace, automotive, construction, above, Bureau Veritas provides other types of services including:
real estate, consumer products, electrical and electronic ● conventional QHSE management system certification services:
engineering, agri-food, industrial equipment, maritime, oil & gas, Environment (ISO 14001) and Health & Safety (OHSAS 18001);
process engineering, mining, retail, services, transportation and
infrastructure. The scale of its activities also allows Bureau Veritas ● certification services for specific sectors, in particular for the
to promote a culture of quality, health and safety, environmental agri-food industry (BRC/IFS, ISO 22000, HACCP – management
protection, efficiency and social responsibility throughout global of food health and safety), the forestry/wood sector
value chains. (FSC/PEFC) and health services. In France, Bureau Veritas also
provides certification services in the agri-food sector (e.g., for
The services delivered by Bureau Veritas encompass six value food schemes such as Label Rouge, AB and Origine France
creation levers for its clients, which are discussed in more detail in Garantie);
section 1.1 of this Registration document.
● environment-related services: verification of sustainability
By helping its clients to protect their brands, manage their risks practices in the fields of climate change (EU ETS), energy
and improve their performance, Bureau Veritas serves the general management (ISO 50001), biomass and biofuels sustainability
interest. (EU Directive on Renewable Energy), carbon footprinting
The Group’s services help improve: (ISO 14064, PAS 2050), social responsibility (SA 8000,
ISO 26000) and sustainability reporting (AA 1000, GRI);
● the safety of users of buildings, equipment and vehicles;
● training in environmental issues, social responsibility, food
● the safety of consumers (food products, electrical and safety, IT security, business continuity management and energy
electronic equipment, and other consumer products); management.
● the health and safety of employees in the workplace;
● the environmental impacts of industrial operations,
transportation, construction and consumption of natural
resources;
● the safety and transparency of international trade;
● corporate social responsibility.
Bureau Veritas acts in the general interest, in accordance with the
following commitments to:
● identify and reduce risks to benefit the public and economic
spheres, consumers and end users, and society in general;
● comply with its Code of Ethics, which includes, in particular,
rules applying to independence, integrity and impartiality in
providing objective and impartial, unbiased professional
opinions;
● promote local initiatives in response to local problems.

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 Corporate social responsibility
Society 2
2.5.2 Management of suppliers and subcontractors
Group purchasing 1. additional savings by identifying synergies across the Group,
sharing best practices and consolidating purchases at the
Since 2013, the Group’s Purchasing department has worked appropriate level to benefit from economies of scale. The
towards four main objectives: cost savings target is expected to be achieved not only by
systematically seeking to identify the “right price” but also
1. optimizing commitments with suppliers and subcontractors; by fostering a “responsible consumption” attitude among
internal Purchasing department clients. This can be done
2. understanding and managing expenses by developing a
both by ensuring that they systematically use listed
Group-wide purchasing organization and deploying tools to
suppliers and contracts in place, and by ensuring that they
analyze and understand expenses and manage related
are used reasonably and efficiently – for example, not simply
savings;
ensuring compliance with the travel policy, but making an
3. implementing standardized process for the entire Group and effort to use tele- or videoconferencing;
ensuring compliance with clearly formalized governance
2. significantly reducing the number of suppliers. This initiative
rules, both with respect to internal processes
is designed to enable Bureau Veritas to influence its
(e.g., segregation of duties between the purchaser and the
suppliers and subcontractors on important issues;
requisitioner) and external processes (e.g., ethical
purchases); and 3. adopting a systematic approach to risk management in the
supply chain.
4. managing risks related to procurement and subcontracting.
As purchasing and subcontracting accounts for a large proportion
The goals of the Purchasing department for 2016 reflect three
aspects of its mission as described above:
of Bureau Veritas’ total expenses, it is essential to pay close
attention to relationships with subcontractors and suppliers and
the sustainable development strategy adopted by the Group with
2
regard to these stakeholders.

Breakdown of suppliers and subcontractors

Partners Role % of 2016 revenue CSR issues taken into account

Operational Technical personnel not on the Bureau Veritas 8.4% Personnel selection, supervision,
subcontractors payroll, used to temporarily increase capacity or trainingwhen and where necessary and
ensure geographic coverage of needs possible.
Suppliers Companies supplying the materials used by 21.1% Contracts referencing the applicable Bureau
Bureau Veritas personnel to carry out its work Veritas Code of Ethics, specifying the
(laboratory equipment, measuring equipment, expected degree of equipment safety, the
individual protection equipment, etc.), equipment necessary respect for human rights, the
or services such as lease of offices, implementation of a travel policy and a policy
telecommunications, hardware and software, to reduce CO2 and vehicle emissions; use of
travel services and vehicles for work-related travel EcoVadis to evaluate suppliers on CSR issues.

Evaluation of suppliers on CSR issues EcoVadis uses 21 criteria when evaluating suppliers, based on four
main themes: environment, fair working conditions, business
In 2014, Bureau Veritas launched a continuous purchasing ethics and supply chain. In all, 45 suppliers were evaluated via a
improvement program from a CSR perspective. The Group teamed CSR questionnaire as part of the first campaign launched in 2014.
up with EcoVadis, an independent platform evaluating suppliers in At the end of this campaign, a progress plan was defined for two
terms of sustainable development and corporate social suppliers. A second campaign is currently being prepared for the
responsibility, and identified the following goals: most strategic suppliers, with the aim of covering 80% of the
Group’s purchases.
● demonstrate Bureau Veritas’ commitment to sustainable
development across the entire supply chain;
● systematically evaluate key suppliers on CSR issues;
● assist suppliers with their drive to improve their environmental
and social responsibility.

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Qualification of subcontractors Employees will soon be able to update their skills by means of a
standard package comprising:
Subcontractors have expectations which are similar to those of ● the Bureau Veritas Code of Ethics to be countersigned by the
Bureau Veritas employees: service provider;
● to work in a secure environment; ● a statement to be signed by the service provider in which it
● to have appropriate skills; and recognizes the nature of the operating needs and constraints of
Bureau Veritas and its client;
● to be fairly compensated.
● a Service Charter, formally documenting the service provider’s
In addition to the checks carried out to ensure that employees commitments in delivering its services, for example delivering in
have the requisite skills for the tasks they are assigned, accordance with the agreed schedule;
Bureau Veritas ensures that its subcontractors comply with the
Group’s ethical and safety standards. ● the list of specific applicable health and safety rules;
● a confidentiality agreement to be signed by the service
provider.
Depending on its specific needs, each entity will add to this
standard package other relevant information in view of the type of
services subcontracted.

2.5.3 A responsible corporate citizen

Supporting local development Action for the community

The Group has a broad international footprint. The community initiatives rolled out by Bureau Veritas are decided
locally in each of the 140 countries in which the Group does
This makes it possible to provide a “one stop” response for clients
business.
that generally operate around the globe. However, the Group’s
presence on the ground, its understanding of the language and
dialects and the availability of its people are what allows it to
really get to grips with the human issues at local level. This is how
Bureau Veritas is able to provide effective local solutions with
global support.
The Group’s highly decentralized organization favors local hiring in
the 140 countries in which it does business. In this way,
Bureau Veritas helps further socio-economic development in the
countries in which it operates, including through its network of
local suppliers and partners.
The Group takes care to ensure that each of its 1,400 offices and
laboratories across the globe nurtures local skills and expertise in
partnership with the authorities and stakeholders concerned.

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Information compilation methodology 2
2.6 Information compilation methodology
Labor-related information Health, Safety and Environment (HSE)
Bureau Veritas SA’s social audit is available at the head office In the absence of recognized public standards for inspection
upon request. operations, Bureau Veritas has defined its own set of
HSE indicators including specific definitions, scopes and methods
The information published in this document is mainly taken from
of consolidation, responsibilities, and information verification.
the Group’s Human Resources reporting system. It is published
and submitted on a quarterly basis to Executive Committee These are described in the manuals for the areas in question (HSE).
members and to the HR departments of the various operating They are regularly updated to account for the introduction of
groups. Within the Group HR department, a reporting team is in additional programs and for any changes in the scope (program
charge of verifying and publishing these data in conjunction with extended to existing entities, integration of new acquisitions).
the local managers.
An annual survey is also conducted among the HR Directors of the Information gathering
operating groups to compile the relevant qualitative information
presented in section 2.3 of this chapter. HSE indicators fall under the responsibility of the HSE department,
which draws on the data entered into the network and the
IT systems.
Scope of consolidation
HR information is updated by local teams and is reported into the
HSE indicators are input by Group entities using an online tool.
Data on accidents are input in real time. Details about
2
Group reporting system every quarter. Data relating to managers
methodology can be found in section 2.4.2 of this chapter.
are continuously updated in the Group’s HR information system
(HRIS). Environmental indicators are input in a single reporting process
known as “Environmental and Carbon Reporting” (see below for
Unless otherwise stated in this report, information is provided on a
more details).
Group-scope basis.
For data on training hours and hours worked/absenteeism, the
Group respectively uses a rolling three-month and rolling Scope and methods of consolidation
one-month period. Training data for 2016 therefore relate to the HSE indicators are consolidated at Group level or within specific
period between October 1, 2015 and September 30, 2016, while programs. The indicated exclusions concern entities for which
data on hours worked and absenteeism for 2016 cover the period data for the previous year are not available or are not reliable, as
between December 1, 2015 and November 30, 2016. well as entities acquired in the previous year. Moreover, to ensure
Other data are not reported on a rolling basis and cover the full that the data collected are consistent, the indicators are only
2016 calendar year. consolidated from the second year of data reporting.
Energy consumption includes the consumption of electricity used
Documentation and training for users in buildings and processes.
The number of employees used in the calculation of safety and
Detailed, regularly updated documentation is available in the
environment indicators is based on the quarterly average number
Group’s IT systems. Each new user and/or contributor to the
of employees.
HR reporting must complete training on how to collect and enter
data, as well as on online consultation of indicators. This training is By default, the number of hours used to calculate the frequency
provided by the Group HR department. and severity rates is set at 160 per month and per employee.
Since 2014, in order to facilitate and improve reporting on the
main environmental impacts and CO2 emissions, Bureau Veritas
has used a single tool called “Environmental and Carbon
Reporting”.

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Information compilation methodology

Each entity must report annually on energy, paper and water Indicators that are not relevant to
consumption and waste generation, and every other year on Bureau Veritas’ businesses
work-related travel and ozone-depleting substances. A number of
exceptions are provided for in the reporting procedure in the Bureau Veritas’ operations are not affected by adaptation to the
following cases: consequences of climate change and measures for protecting or
increasing biodiversity, and are carried out in compliance with the
● data cannot be obtained because they are included in the relevant local regulations. Further, with respect to the Group’s
overall rental charge, there is no meter installed, and it would portfolio of services, these areas also have business potential. For
be too costly to put one in place; example, the Group has carried out a project to define a
● the reporting scope only covers 80% of the workforce, when framework for preparing business continuity plans in accordance
the remaining 20% consists of small, geographically dispersed with ISO 22301, as required by regulations in certain countries.
entities; The business activities of Bureau Veritas do not involve the use of
● newly-acquired entities have two years to improve their data soil or land, apart from the use of the buildings which the Group
reporting, so that they can begin with pilot sites and then roll usually leases as a tenant. They do not involve the consumption of
out the reporting process to the entire entity. raw materials except fuel, more details of which are provided in
section 2.4.3 along with the measures taken to improve fuel
In order to ensure that the data reported by newly acquired efficiency.
entities are consistent with the Group’s processes, the first
reporting year is documented but the data are not included in the The Group’s business activities do not involve the use of water,
Group’s consolidated results. except water consumed by employees and in certain testing
processes in laboratories. Its business activities are carried out in
Moreover, the data reported must cover 12 calendar months compliance with the relevant local standards and regulations on
(from January 1 to December 31). Where data are not available at water consumption and discharge. As part of ISO 14001
the reporting date, the following approaches are tolerated: certification, water consumption is monitored in those businesses
● use of rolling 12-month data (with a maximum of three months in which it is considered significant, and measures are adopted to
in the previous year); reduce and optimize consumption.

● extrapolation using at least six months of data from the same Lastly, the Group's business activities did not generate any food
year. waste.

Any entity whose annual data cannot be reliably verified is

excluded from the Group’s consolidated results.

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 Corporate social responsibility
Cross-reference index 2
2.7 Cross-reference index

With articles L. 225-102-1 and R. 225-14 et seq. of the French

Commercial Code

Labor-related information Page

Employees  
Total headcount and breakdown of employees by gender, age and geographic area 66
Hirings and layoffs 66
Remuneration and changes in remuneration 68
Work organization  
Organization of working time
Absenteeism
71
71 2
Labor relations  
The organization of labor relations, notably procedures for informing, consulting and negotiating with employees 71
Collective agreements 71
Health and safety  
Health and safety conditions in the workplace 75
Agreements signed with trade unions or employee representatives on health and safety at work 71
Accidents at work, in particular, their frequency and severity, and work-related illnesses 75-76
Training  
Training policies 68-69
Total number of training hours 68
Equal opportunity  
Measures to promote gender equality 69-70
Measures to promote the employment and inclusion of people with disabilities 70
Anti-discrimination policy 69-70
Promotion and compliance with the fundamental conventions of the International Labour Organization in relation to:  
● respect for freedom of association and the right to collective bargaining 72
● the elimination of discrimination in respect of employment and occupation 72
● the elimination of forced labor 72
● the abolition of child labor 72

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2 Corporate social responsibility
Cross-reference index

Environmental information Page

General environment policy  
Organization of the Company to take into account environmental issues, and if applicable, environmental assessment or 76-77
certification approaches
Initiatives to provide employees with training and information on environmental protection 79
Resources allocated to the prevention of environmental risks and pollution 78
Provisions and guarantees for environmental risks, provided that this information does not cause serious harm to the Company in 79
an ongoing dispute
Pollution
Measures to prevent, reduce or address air, water or soil pollution having a serious impact on the environment 78
Noise and other forms of pollution specific to an activity 78
Circular economy  
Measures to prevent, recycle, recover and remove waste 78
Measures to fight against food waste 84
Water consumption and water supply in accordance with local restrictions NA
Consumption of commodities and measures taken to use them more efficiently NA
Consumption of energy and measures taken to improve energy efficiency and increase the use of renewable energies 77
Use of soil NA
Climate change  
Material sources of greenhouse gas emissions generated by the Company’s operations and notably by the use of goods and 77
services produced by the Company
Adaptation to the consequences of climate change NA
Protection of biodiversity  
Measures taken to preserve or develop biodiversity NA

Information on the Company’s corporate social commitments to sustainability Page

Local, economic and social impact of the Company’s activity  
In terms of employment and regional development 82
On local or neighboring communities 82
Relationships with persons or organizations affected by the Company’s activity, notably social outreach associations,  
educational institutions, environmental protection organizations, consumer associations and local communities
Conditions for dialogue with these persons/organizations 82
Partnership or sponsorship initiatives 82
Subcontractors and suppliers  
The inclusion of social and environmental issues in purchasing policies 81
The importance of subcontracting and the inclusion of corporate social and environmental responsibility in dealings with suppliers 81-82
and subcontractors
Fair practices  
Measures to prevent corruption 63
Measures to protect the health and safety of consumers 80
Other measures implemented in respect of human rights 72

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 Corporate social responsibility
Opinion of the independent auditor 2
2.8 Opinion of the independent auditor
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.

Independent verifier’s report on consolidated social, environmental

and societal information presented in the management report
To the Shareholders,
In our quality as an independent verifier accredited by the COFRAC (1), under the number n° 3-1050, and as a member of the network of one
of the statutory auditors of the company Bureau Veritas, we present our report on the consolidated social, environmental and societal
information established for the year ended on the December 31, 2016, presented in the management report, hereafter referred to as the
“CSR Information,” pursuant to the provisions of the article L.225-102-1 of the French Commercial code (Code de commerce).

Responsibility of the Company

It is the responsibility of the Board of Directors to establish a management report including CSR Information referred to in the article
R. 225-105-1 of the French Commercial code (Code de commerce), in accordance with the protocols used by the company (hereafter referred
to as the “Criteria”), and of which a summary is included in the management report and available on request at the company’s headquarters.
2
Independence and quality control
Our independence is defined by regulatory requirements, the Code of Ethics of our profession as well as the provisions in the article L. 822-11
of the French Commercial code (Code de commerce). In addition, we have implemented a quality control system, including documented
policies and procedures to ensure compliance with ethical standards, professional standards and applicable laws and regulations.

Responsibility of the independent verifier

It is our role, based on our work:
● to attest whether the required CSR Information is present in the management report or, in the case of its omission, that an appropriate
explanation has been provided, in accordance with the third paragraph of R. 225-105 of the French Commercial code (Code de commerce)
(Attestation of presence of CSR Information);
● to express a limited assurance conclusion, that the CSR Information, overall, is fairly presented, in all material aspects, in according with the Criteria.
Our verification work mobilized the skills of four people between September 2016 and February 2017 for an estimated duration of six weeks.
We conducted the work described below in accordance with the professional standards applicable in France and the Order of May 13, 2013
determining the conditions under which an independent third-party verifier conducts its mission, and in relation to the opinion of fairness
and the limited assurance report, in accordance with the international standard ISAE 3000 (2).

1. Attestation of presence of CSR Information

Nature and scope of the work

We obtained an understanding of the company’s CSR issues, based on interviews with the management of relevant departments, a
presentation of the company’s strategy on sustainable development based on the social and environmental consequences linked to the
activities of the company and its societal commitments, as well as, where appropriate, resulting actions or programmes.
We have compared the information presented in the management report with the list as provided for in the Article R. 225-105-1 of the French
Commercial code (Code de commerce).
In the absence of certain consolidated information, we have verified that the explanations were provided in accordance with the provisions
in Article R. 225-105, paragraph 3, of the French Commercial code (Code de commerce).
We verified that the information covers the consolidated perimeter, namely the entity and its subsidiaries, as aligned with the meaning of the Article
L.233-1 and the entities which it controls, as aligned with the meaning of the Article L.233-3 of the French Commercial code (Code de commerce).

Conclusion
Based on this work, and given the limitations mentioned above we confirm the presence in the management report of the required CSR information.

(1) Scope available at [Link].

(2) ISAE 3000 – Assurance engagements other than audits or reviews of historical information.

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2 Corporate social responsibility
Opinion of the independent auditor

2. Limited assurance on CSR information

Nature and scope of the work

We undertook seven interviews with the people responsible for the preparation of the CSR Information in different departments (Human
Resources, Legal, Risk and Compliance, Quality, Health, Safety & Environment, Purchasing, Customer Relations and Data Security), in
charge of the data collection process and, if applicable, the people responsible for internal control processes and risk management, in order
to:
● Assess the suitability of the Criteria for reporting, in relation to their relevance, completeness, reliability, neutrality, and
understandability, taking into consideration, if relevant, industry standards;
● Verify the implementation of the process for the collection, compilation, processing and control for completeness and consistency of the
CSR Information and identify the procedures for internal control and risk management related to the preparation of the CSR Information.
We determined the nature and extent of our tests and inspections based on the nature and importance of the CSR Information, in relation
to the characteristics of the Company, its social and environmental issues, its strategy in relation to sustainable development and industry
best practices.
For the CSR Information which we considered the most important (1):
● At the level of the consolidated entity, we consulted documentary sources and conducted interviews to corroborate the qualitative
information (organisation, policies, actions, etc.), we implemented analytical procedures on the quantitative information and verified, on a
test basis, the calculations and the compilation of the information, and also verified their coherence and consistency with the other
information presented in the management report;
● At the level of the representative selection of sites that we selected (2), based on their activity, their contribution to the consolidated
indicators, their location and a risk analysis, we undertook interviews to verify the correct application of the procedures and undertook
detailed tests on the basis of samples, consisting in verifying the calculations made and linking them with supporting documentation. The
sample selected therefore represented on average 19% of the total workforce and between 23% and 42% of the quantitative
environmental information, that were considered as representative characteristics of the environmental and social domains.
For the other consolidated CSR information, we assessed their consistency in relation to our knowledge of the company.
Finally, we assessed the relevance of the explanations provided, if appropriate, in the partial or total absence of certain information.
We consider that the sample methods and sizes of the samples that we considered by exercising our professional judgment allow us to
express a limited assurance conclusion; an assurance of a higher level would have required more extensive verification work. Due to the
necessary use of sampling techniques and other limitations inherent in the functioning of any information and internal control system, the
risk of non-detection of a significant anomaly in the CSR Information cannot be entirely eliminated.

Conclusion
Based on our work, we have not identified any significant misstatement that causes us to believe that the CSR Information, taken together,
has not been fairly presented, in compliance with the Criteria.

Paris-La Défense, February 24, 2017 French original signed by:

Independent Verifier
ERNST & YOUNG et Associés
Éric Duvaud Bruno Perrin
Partner, Sustainable Development Partner

(1) Social information: employment (total headcount and breakdown, hiring and terminations), absenteeism (absenteeism rate for 11 countries),
training (number of days of training for 15 countries), work accidents (frequency rate of lost time accidents, severity rate), induction trainings on
health and safety.

Societal information: importance of subcontracting and the consideration of environmental and social issues in purchasing policies, business
ethics (actions undertaken to prevent bribery and corruption), customer satisfaction.

Environmental information: energy consumption and CO2 emissions from energy consumption, business travels and CO2 emissions from business
travels.
(2) France (Industry & Facilities division), China (Industry & Facilities division – Shanghai; Consumer Product Services division – Shanghai and
Shenzhen), USA. (Industry & Facilities division – Inspectorate America Corp.).

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 3
Corporate
governance
3.1 Corporate Officers and 3.3 Executive officers’
members of the Executive compensation 117
Committee 91
3.4 Interests of Executive
3.2 Report of the Chairman of the Corporate Officers, Directors
Board of Directors 100 and certain employees 127

Components of the Annual Financial Report are identified in this table of contents with the sign

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 Corporate governance
Corporate Officers and members of the Executive Committee 3
3.1 Corporate Officers and members
of the Executive Committee
Since February 13, 2012, the roles of Chairman of the Board of In accordance with the law, as Chairman of the Board Aldo
Directors and Chief Executive Officer have been separate. This Cardoso organizes and supervises the Board’s work and reports on
two-tier governance system ensures that a clear distinction is it to the Shareholders’ Meeting. He oversees the proper
made between the strategic, decision-making and oversight functioning of the Company’s executive bodies, ensuring in
functions of the Board of Directors and the operational and particular that the Directors are able to fulfill their duties.
executive functions that are the Chief Executive Officer’s
responsibility. Aldo Cardoso has served as Chairman of the Board
of Directors since March 8, 2017, replacing Frédéric Lemoine, who
resumed his position as Vice-Chairman of the Board of Directors.

3.1.1 Board of Directors

In accordance with article 14 of the Company’s by-laws (the Directors for a term of one, two or three years, thereby ensuring a
“By-laws”), as amended by the Extraordinary Shareholders’ phased renewal of Board members.
Meeting of May 20, 2015, the Board of Directors must have a
The proportion of Board members over 70 years old may not, at
minimum of three and a maximum of eighteen members.
the end of each Annual Ordinary Shareholders’ Meeting, exceed
At the date this Registration document was filed, the Board of one-third of Board members in office.
Directors had thirteen members.
These members are appointed by the Ordinary Shareholders’
Meeting and their term of office is four years. However, in
Information relating to the nationality, age, business address, main
duties and start and end of the term of office of Board members is
provided in the table below “Composition of the Board of Directors
3
accordance with the By-laws, the meeting can follow the and its Committees”.
recommendation of the Board and appoint or renew one or more

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3 Corporate governance
Corporate Officers and members of the Executive Committee

Composition of the Board of Directors and its Committees

Current office
Name Nationality Age (c) Main business address within Company Main functions
Aldo French 60 years Bureau Veritas Chairman of the Board Director of companies
Cardoso (a) old Immeuble Newtime of Directors
40/52, boulevard du Parc
92200 Neuilly-sur-Seine – France
Frédéric French 51 years Wendel Vice-Chairman of the Board Chairman of the Management
Lemoine (d) old 89, rue Taitbout of Directors Board of Wendel
75009 Paris – France

Stéphane French 45 years Wendel Anfaplace Member of the Board Managing Director
Bacquaert (d) old Centre d’affaires Est of Directors of Wendel Africa
Boulevard de la Corniche Ain Diab
20100 Casablanca – Morocco
Stéphanie French 39 years Wendel Member of the Board Senior Director at Wendel
Besnier old 89, rue Taitbout of Directors
75009 Paris – France
Patrick French 63 years Eramet Member of the Board Chairman and Chief Executive
Buffet (a) (d) old Tour Maine Montparnasse of Directors Officer of Eramet
33, avenue du Maine
75755 Paris cedex – France
Claude Luxembourg 54 years Wendel London Member of the Board Chief Executive Officer of
Ehlinger old 63 Brook Street of Directors Oranje-Nassau, Associate Director and
London, W1K 4HS – United member of the Investment Committee
Kingdom of Wendel
Nicoletta Italian 50 years Bain Capital Partners Member of the Board Senior Advisor, Energy Bain Capital
Giadrossi (a) (d) old Devonshire House of Directors Partners
Mayfair Place
London W1J 8AJ – United Kingdom
Ieda Gomes British 60 years Bureau Veritas Member of the Board Consultant, Researcher
Yell (a) (d) old Immeuble Newtime of Directors
40/52, boulevard du Parc
92200 Neuilly-sur-Seine – France
Siân British  56 years Bureau Veritas Member of the Board Director of companies
Herbert-Jones (a) old Immeuble Newtime of Directors
40/52, boulevard du Parc
92200 Neuilly-sur-Seine – France
Pierre French 73 years 23, rue Oudinot Member of the Board Consultant, Researcher
Hessler (a) old 75007 Paris – France of Directors

Pascal French 54 years Sequana Member of the Board Chairman and Chief Executive Officer of
Lebard (a) old 8, rue de Seine of Directors Sequana
92517 Boulogne-Billancourt cedex
– France
Jean-Michel French 50 years Bureau Veritas Member of the Board Consultant
Ropert (d) old Immeuble Newtime of Directors
40/52, boulevard du Parc
92200 Neuilly-sur-Seine – France
Lucia French 52 years Capgemini Member of the Board Executive Director, Capgemini's
Sinapi-Thomas (d) old 76, avenue Kleber of Directors Business Platforms
75116 Paris – France
Philippe       Member of the Board  
Louis-Dreyfus of Directors until May 17, 2016
(a) Independent director.
(b) Annual Ordinary Shareholders’ Meeting.
(c) At December 31, 2016.
(d) Director whose term of office expires at the next Shareholders’ Meeting.

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 Corporate governance
Corporate Officers and members of the Executive Committee 3
Nomination &
Audit & Risk Compensation
Start of term of office End of term of office Committee Committee Strategy Committee
Appointed as non-voting observer in June 2005. AOSM (b) 2018 Chairman Member 
Appointed as Director on June 3, 2009.
Appointed as Chairman of the Board of Directors
on March 8, 2017.
Co-opted as member of the Supervisory Board and AOSM (b) 2017 Chairman
appointed as Chairman on April 14, 2009.
Appointed as Vice-Chairman of the Board of
Directors on June 3, 2009.
Appointed as Chairman of the Board of Directors on
November 5, 2013.
Appointed as Vice-Chairman of the Board of
Directors on March 8, 2017.
Co-opted as member of the Supervisory Board on AOSM (b) 2017
June 2, 2008.
Appointed as Director on June 3, 2009.

Appointed as Director on October 18, 2016. AOSM (b) 2020 Member

Co-opted as member of the Supervisory Board on AOSM (b) 2017 Member

June 18, 2007.
Appointed as Director on June 3, 2009.

Appointed as Director on October 18, 2016. AOSM (b) 2020 Member

3
Appointed as Director on May 22, 2013. AOSM (b) 2017 Member

Appointed as Director on May 22, 2013. AOSM (b) 2017 Member Member

Appointed as Director on May 17, 2016. AOSM (b) 2020 Member

Appointed as Chairman of the Supervisory Board on AOSM (b) 2019 Chairman Member

June 19, 2002.
Appointed as Vice-Chairman of the Supervisory
Board on June 27, 2005.
Appointed as Director on June 3, 2009.
Co-opted as Director on December 13, 2013. AOSM (b) 2018 Member

Co-opted as member of the Supervisory Board on AOSM (b) 2017

December 21, 2005.
Appointed as Director on June 3, 2009.

Appointed as Director on May 22, 2013. AOSM (b) 2017 Member

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3 Corporate governance
Corporate Officers and members of the Executive Committee

Expertise and experience in corporate management of the members of the Board of Directors and
positions held over the last five years
ALDO CARDOSO Current positions (2)
Chairman of the Management Board of Wendel (1)
Aldo Cardoso, non-voting observer of the Company since
June 2005, was appointed Director and Chairman of its Audit & Director of Compagnie Saint-Gobain (1), Centre Pompidou-Metz
Risk Committee on June 3, 2009 when the Company’s and Insead
governance and management structure changed. He has been
Chairman of the Supervisory Board of Oranje-Nassau Groep and
Chairman of the Board of Directors since March 8, 2017. From
Constantia Flexibles
1979 to 2003, he held various positions at Arthur Andersen:
Consultant Partner (1989), Country Managing Partner for France Chairman of the Board of Directors of Trief Corporation
(1994), member of the Board of Directors of Andersen Worldwide
(1998), Non-Executive Chairman of the Board of Directors of Positions no longer held (but held in the last five years)
Andersen Worldwide (2000) and Chief Executive Officer of Director of Flamel Technologies (1), Groupama SA and Legrand (1)
Andersen Worldwide (2002-2003). Aldo Cardoso is a graduate of
the École supérieure de commerce de Paris, has a Master’s degree
in business law and is a certified public accountant. STÉPHANE BACQUAERT
Current positions (2) Stéphane Bacquaert, a member of the Supervisory Board of the
Company since June 2008, was appointed a Director on June 3,
Director of ENGIE (1), Imerys (1) and Worldline (1)
2009 when the Company’s governance and management
Non-voting observer of Axa Investment Manager structure changed. He began his career as a strategy consultant at
Bain & Company in Europe and Latin America. He later joined
Positions no longer held (but held in the last five years) Netscapital, a merchant bank specialized in media and information
Director of Accor (1), Orange (1), Penauille Polyservices, Gecina (1), technologies, as Chief Executive Officer. He was made Partner in
Axa Investment Manager, Rhodia (1) and Mobistar (1) charge of the Paris office of Atlas Venture, an international
venture capital firm. He joined the Wendel group in June 2005 and
has been Managing Director since June 2008. Stéphane Bacquaert
FRÉDÉRIC LEMOINE is a graduate of the École Centrale Paris and the Institut d’études
politiques de Paris, and has an MBA from Harvard Business School.
Frédéric Lemoine, Chairman of the Supervisory Board of the
Company from April 14 to June 3, 2009, was appointed as Current positions (2)
Director and Vice-Chairman of the Board of Directors and
Director of IHS, Saham group, SGI Africa and Tsebo Solutions
Chairman of the Strategy Committee on June 3, 2009, when the
Group Holdings
Company’s governance and management structure changed.
From November 2013 to March 2017, he acted as Chairman of Positions no longer held (but held in the last five years)
the Company’s Board of Directors. Frédéric Lemoine resumed his
position as Vice-Chairman of the Board of Directors on March 8, Member of the Management Board of Materis Parent SARL and
2017. From 1992 to 1993, he spent a year managing the Heart Winvest Conseil SARL
Institute in Ho Chi Minh City in Vietnam and, between 2004 and Director of Oranje-Nassau Mecatherm, Oranje-Nassau
2013, served as Secretary-General of the Alain Carpentier Developpement SA Sicar and Winvest International SA Sicar
Foundation that supported this hospital. From 1995 to 1997, he
was Deputy Chief of Staff of the Minister for Employment and
Social Affairs (Jacques Barrot) in charge of coordinating the STÉPHANIE BESNIER
national health insurance system and hospital reforms. At the
Stéphanie Besnier was appointed a Director of the Company on
same time, he was a chargé de mission with the Secretary of State
October 18, 2016. At Wendel since 2007, Stéphanie Besnier
for Health and Social Security (Hervé Gaymard). From 1997 to
began her career as a deputy officer in the Treasury department
2002, he was Deputy Director to Serge Kampf and the
(international desk) of the French Ministry of Finance in 2003.
Management Board of Capgemini then Group Chief Financial
Later, she worked for the agency managing the French State’s
Officer, before being appointed Deputy Chief Executive Officer in
equity holdings, where she was responsible for railway and
charge of Finance at Capgemini Ernst & Young. From May 2002 to
shipping companies. Stéphanie Besnier graduated from the
June 2004, he was Deputy General Secretary of the French
France’s École Polytechnique, Corps des Ponts et Chaussées, as
Presidency under Jacques Chirac, in charge of economic and
well as the École d’Économie de Paris.
financial affairs. From October 2004 to May 2008 he was Senior
Advisor at McKinsey and served as Chairman of the Supervisory Current positions (2)
Board of Areva from March 2005 to April 2009. From June 2008
to April 2009, he was a member of the Supervisory Board of Director of IHS
Wendel where he has also served as Chairman of the Positions no longer held (but held in the last five years)
Management Board since April 7, 2009. Frédéric Lemoine is a
graduate of the École des hautes études commerciales (HEC) None
(1986) and the Institut d’études politiques de Paris (1987). He is a
former student of the École nationale d’administration and senior
civil servant (inspecteur des finances).

(1) Listed company.

(2) At December 31, 2016.

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 Corporate governance
Corporate Officers and members of the Executive Committee 3
PATRICK BUFFET Ltd, Louis Dreyfus Company B.V. and Louis Dreyfus Company Asia
Pte. Ltd.
Patrick Buffet, a member of the Supervisory Board of the Managing Director of Louis Dreyfus Company Netherlands Holding
Company since June 18, 2007, was appointed a Director on B.V., Louis Dreyfus Company Holdings B.V., Plantation Holdings
June 3, 2009 when the Company’s governance and management B.V. and Louis Dreyfus Company Participations B.V.
structure changed. As an engineer from the Corps des Mines, he
began his career at the Ministry of Industry in the field of energy
and commodities. In 1986, he joined Entreprise Minière et NICOLETTA GIADROSSI
Chimique as Director of Planning, Development and Management
Control. He later became Chairman and Chief Executive Officer of Nicoletta Giadrossi was appointed a Director of the Company on
the Agri-Food company Sanders. From 1991 to 1994, he was May 22, 2013. She has been a Director of Fincantieri, an Italian
Advisor on Industry to the French President. In 1994, he joined the shipbuilding company listed on the MIB, since 2016, and a Director
Suez group, first in Belgium as Director of Industrial Investments of the Faiveley Transport group, a rail equipment manufacturing
and Strategy for Société Générale de Belgique, before becoming company, since 2011. Up to 2013, she served on the Board of
Deputy Chief Executive Officer in 1998 and then Executive Officer Aker Solutions, a Norwegian engineering company listed on the
and member of the Executive Committee of the Suez group as OSX, and as advisor (consigliere) on the Board of Ateneo de
from 2001. Since April 2007, he has been Chairman and Chief Trieste, in Italy. She is also Senior Advisor for Bain Capital Partners.
Executive Officer of the metallurgy and mining group Eramet. Nicoletta Giadrossi previously held various executive roles in the
oil and capital goods industries, including Chairman, Europe, Africa,
Current positions (2) India and Russia for Technip from 2014 to 2016; Executive VP of
Chairman and Chief Executive Officer of Eramet (1) Operations at Aker Solutions up to 2014; VP and General
Manager, EMEA of Dresser Rand-Siemens up to 2012; and General
Director of Banimmo (1) (Belgium), Comilog, and Le Nickel (Eramet Manager GE Oil & Gas Downstream up to 2008. She began her
group) career at Boston Consulting Group and holds a BA in Mathematics
Non-voting observer of Caravelle and Economics from Yale University and an MBA from Harvard
Business School.
Positions no longer held (but held in the last five years)
Current positions (2)
Director of Rhodia (1)
Director of Faiveley Transport (1), Cairn Energy Plc (Edinburgh,
Member of the Supervisory Board of Arcole Industries (until UK) (1) as of January 10, 2017 and Fincantieri
October 4, 2014)
Positions no longer held (but held in the last five years) 3
CLAUDE EHLINGER Member of the Board of Directors of Aker Solutions Asa
Chairman of Dresser-Rand SA and Technip France SAS
Claude Ehlinger was appointed a Director of the Company on
October 18, 2016. He joined Wendel on October 1, 2016 as Chief
Executive Officer of Oranje-Nassau, Associate Director and IEDA GOMES YELL
member of the Investment Committee. He previously served as
Deputy Chief Executive Officer of Louis Dreyfus Company, which Ieda Gomes Yell was appointed a Director of the Company on
he joined in July 2007 as Group Chief Financial Officer. From May 22, 2013. She has held a variety of senior positions at BP,
June 2014 to October 2015, he was acting Chief Executive including Vice-President of New Ventures at BP Integrated Supply
Officer of Louis Dreyfus Company. Claude Ehlinger began his and Trading (2004-2011), President of BP Brazil (2000-2002),
career at the Thomson group in 1985, before joining Finacor as Vice-President of Regulatory Affairs (1999-2000), Vice-President
Associate Director in 1987. From 1999 to 2003, he served as of Market Development at BP Solar (2002-2004) and
Chief Financial Officer at CCMX, and later Regional Financial Vice-President of Pan American Energy (1998-1999). Prior to BP,
Controller at Capgemini. He joined Eutelsat as Group Chief she was CEO of Brazil’s largest gas distribution company, Comgás
Financial Officer in June 2004, a position he held until July 2007. (1995-1998). She has also held several executive-level positions in
Claude Ehlinger is a graduate of the École des hautes études industry trade associations (the Brazilian Association of
commerciales (HEC). Infrastructure, the International Gas Union, the US Civil Engineering
Foundation and the Brazilian Association of Gas Distribution
Current positions (2) Companies). Ieda Gomes Yell is Director of the Department of
Chief Executive Officer of Oranje-Nassau Infrastructure – DEINFRA (Advisory Board) of FIESP (Sao Paulo
Industry Federation), member of the Advisory Board of Companhia
Director of E 17 S.A. SICAR, GP 17 S.A. SICAR, OND S.A. SICAR, WI de Gás de S. Paulo (Comgás), and a Visiting Fellow at the Oxford
S.A. SICAR, Trief Corporation S.A. and Winvest Conseil S.A. Institute of Energy Studies and Fundação Getulio Vargas Energia.
She has a BSc in Chemical Engineering from the Federal University
Positions no longer held (but held in the last five years)
of Bahia (1977), and an MSc in Energy from the University of São
Chief Executive Officer of Dreyfus Company France Paulo (1996) and in Environmental Engineering from the École
polytechnique fédérale de Lausanne (1978).
Executive Vice-President of Louis Dreyfus Company Holding Inc.
Current positions (2)
Chairman of the Board of Directors of Louis Dreyfus Company
Brasil S.A., Louis Dreyfus Company Sucos S.A. and Biosev S.A. Managing Director of Energix Strategy Ltd.
Director of NL Participations Holding 1, NL Participations Holding Director of Saint Gobain (1), InterEnergy Holdings and Exterran
2, NL Participations Holding 3, NL Participations Holding 4, Sugar Corporation
Holdings BV, Green Eagle Plantations Pte Ltd, Green Eagle Palm
Councilor of the Brazilian Chamber of Commerce in Great Britain

(1) Listed company.

(2) At December 31, 2016.

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3 Corporate governance
Corporate Officers and members of the Executive Committee

Positions no longer held (but held in the last five years) Operations, Director of Marketing and Services, Regional General
Director, Chairman of IBM France and General Director of Operations,
Vice-President of New Ventures and NGLs (BP Integrated Supply
Marketing and Services. From 1982 to 1984, he held positions as
& Trading)
Director of Development at IBM Corporation, then as Director of
Member of the Board of BP Brasil Ltd. and BP Egypt Corporate Marketing from 1989 to 1991, and finally IBM
Investments Ltd. Vice-President. In 1993, he joined Capgemini where he served in
various executive management roles, including Chairman and Chief
Independent Chair of British Taekwondo Ltd. until June 30, 2016 Executive Officer of Gemini Consulting, member of the Management
Board, and Executive Officer, then Director, in 2000. Pierre Hessler is
SIÂN HERBERT JONES currently manager of Actideas and adviser to Capgemini. He holds a
Bachelor’s degree in Law and Political Economy from the University of
Siân Herbert-Jones was appointed as Director of the Company on Lausanne in Switzerland.
May 17, 2016. She began her career at PricewaterhouseCoopers’
Current positions (2)
London office where she served as Corporate Finance Director
from 1983 to 1993. In 1993, she joined the firm’s Paris office as Advisor to Capgemini Government Solutions, Washington
Director in the Merger & Acquisitions department. In 1995 she
joined the Sodexo group, where she headed up international Manager of Actideas SARL
development between 1995 and 1998, Group treasury from 1998 Positions no longer held (but held in the last five years)
to 2000 and Deputy Chief Financial Officer in 2000. She served as
Chief Financial Officer of the Sodexo group from 2001 to Non-voting observer of Capgemini SA (1)
March 2016. Chairman of the Supervisory Board of Capgemini Sd&M (Germany)
Siân Herbert-Jones holds an MA in history from Oxford University Director of A Novo Paris (1) and of various companies in the
and is a Chartered Accountant in the United Kingdom. Capgemini group
Current positions (2) Manager of Médias holding SARL and Médias SARL
Director of Air Liquide SA (1) (Chairman of the Audit and Accounts
Committee), Cap Gemini SA (1) (since May 2016) and Compagnie PASCAL LEBARD
Financière Aurore International (Sodexo group subsidiary) (since
February 2016) Pascal Lebard was co-opted as a Director of the Company by the
Board of Directors on December 13, 2013. He began his career as
Positions no longer held (but held in the last five years)
Business Manager at Crédit Commercial de France (1986-1989),
Chief Financial Officer and member of the Executive Committee of before joining 3i SA as Associate Director (1989-1991). In 1991,
the Sodexo group (until December 2015) he became Director of Ifint, now Exor group (the Agnelli group). In
2003, he joined Worms & Cie (which became Sequana in 2005) as
Chairman of Etin SAS, Sodexo Etinbis SAS and Sofinsod SAS
a member of the Supervisory Board (2003-2004) and as a
Director of Sodexho Awards Co, Sodexo Japan Kabushiki Kaisha member and then Chairman of the Management Board
Ltd., Sodexho Mexico SA de CV, Sodexho Mexico Servicios de (2004-2005). He became Deputy Managing Director of Sequana
Personal SA de CV, Sodexo Remote Sites the Netherlands BV, in 2005 then Chief Executive Officer in 2007. He was appointed
Sodexo Remote Sites Europe Ltd., Universal Sodexho Eurasia Ltd., Chairman and Chief Executive Officer in June 2013. Pascal Lebard
Sodexo, Inc., Sodexo Management, Inc., Sodexo Remote Sites is a graduate of EDHEC business school.
USA, Inc., Sodexo Services Enterprises LLC, Universal Sodexho
Current positions (2)
Services de Venezuela SA, Universal Sodexho Empresa de
Servicios y Campamentos SA, Sodexo Global Services UK Ltd., Chairman and Chief Executive Officer of Sequana (1)
Sodexo Remote Sites Support Services Ltd., Universal Sodexho
Director of CEPI (Confederation of European Paper Industries)
Kazakhstan Ltd., Universal Sodexo Euroasia Ltd., Sodexo
(Belgium) and Lisi (1)
Motivation Solutions Mexico SA de CV and Sodexo Motivation
Solutions UK Ltd. Chairman of DLMD SAS and of Pascal Lebard Invest SAS
Member of the Executive Board: Sodexo en France SAS, Sodexo Positions held in subsidiaries of the Sequana group
Entreprises SAS, Sodexo Pass International SAS, One SAS
Chairman of Arjowiggins, Antalis International, Antalis Asia Pacific Ltd.
Permanent representative of Sofinsod SAS on the Supervisory (Singapore), ArjoWiggins Paper Trading (Shanghai) Co Ltd. (China),
Board of One SCA Arjowiggins Security, Arjobex and Boccafin SAS
Director of Arjowiggins HKK1 Ltd. and Permal group Ltd. (Great
PIERRE HESSLER Britain)

Pierre Hessler, Chairman of the Supervisory Board from 2002 to 2005 Positions no longer held (but held in the last five years)
and Vice-Chairman of the Supervisory Board since June 2005, was Chairman of Fromageries de l’Étoile SAS and Étoile Plus SAS
appointed a Director of the Company and Chairman of the
Nomination & Compensation Committee on June 3, 2009 when the Director of Club Méditerranée (1) (until end-October 2015), SGS
Company’s governance and management structure changed. Pierre (Switzerland, 2004-2009), Greysac (formerly Domaines Codem),
Hessler began his career at IBM where he spent approximately and Taminco (USA) (until December 31, 2014)
27 years, holding positions at IBM Switzerland (from 1965 to 1980)
Member of the Supervisory Board of Ofi Private Equity Capital and
where he was Director of Agencies in the computer field, then IBM
Eurazeo PME (until December 31, 2014)
Europe from 1980 to 1993 where he served as Director of

(1) Listed company.

(2) At December 31, 2016.

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 Corporate governance
Corporate Officers and members of the Executive Committee 3
JEAN-MICHEL ROPERT LUCIA SINAPI-THOMAS
Jean-Michel Ropert, a member of the Supervisory Board since Lucia Sinapi was appointed as Director of the Company on May
December 2005, was appointed a Director of the Company on 22, 2013. She graduated from ESSEC business school (1986) and
June 3, 2009 when the Company’s governance and management Paris Law University (1988), was admitted to the Paris bar (1989),
structure changed. He joined the Wendel group in 1989 where he and has a financial analyst degree (SFAF 1997). She started her
successively occupied various positions within the accounting, career as a tax and business lawyer in 1986, before joining
consolidation and treasury teams, before becoming Chief Financial Capgemini in 1992. She has more than 20 years of experience
Officer in 2002. From 2013 to September 2015, he served as within Capgemini group, successively as Group Tax Advisor
Wendel’s Group Vice-President in charge of Finance. Jean-Michel (1992), Head of Corporate Finance, Treasury and Investor
Ropert holds a degree in Finance and Accounting (DECF). Relations (1999), extended to Risk Management and Insurance
(2005), and member of the Group Engagement Board. Lucia
Current positions (2)
Sinapi-Thomas was Deputy Chief Financial Officer from 2013 until
None December 31, 2015. She is currently Executive Director Business
Platforms at Capgemini group.
Positions no longer held (but held in the last five years)
She has been a member of the Board of Directors of Dassault
Chairman of the Board of Directors of Grauggen, Hourggen, Aviation since May 15, 2014, and is also a member of the
Ireggen, Jeurggen (Luxembourg) and Sofisamc (Switzerland) company’s Audit Committee. She joined the Board of Directors of
Executive Officer of Coba Cap Gemini SA on May 24, 2012 and has been a member of the
group’s Compensation Committee since June 20, 2012.
Member of the Supervisory Board (employee representative) of
Wendel (1) (until September 30, 2015) and Oranje-Nassau Groep Current positions (2)
BV (Netherlands) Chairman of Capgemini Employees Worldwide
Director of Deutsch group, Exceet, Stahl Lux2, Stahl group BV, Director of Cap Gemini SA (1), Sogeti Sverige AB (Sweden), Sogeti
Trief Corporation, Winvest Part BV, Stahl Holdings BV Sverige MITT AB (Sweden), Capgemini Sogeti Danmark AS
(Netherlands) and Union+ (Denmark), Sogeti Norge A/S (Norway), Sogeti SA (Belgium) and
Director and Executive Officer of COBA Capgemini Polska Sp zoo. (Poland) and Capgemini Business
Services (Guatemala).

3
Chairman of Winvest 11 SAS, Stahl Group SA, Win Sécurisation
and Sofisamc (Switzerland) Director of Dassault Aviation (1)

Chief Executive Officer and Director of Sofiservice Positions no longer held (but held in the last five years)

Member of the Winvest Conseil and Materis Parent SARL Director of Sogeti Danmark AS (Denmark) (until May 21, 2014),
Management Board (Luxembourg) Euriware SA (until the merger of Euriware SA into CG France SAS
on July 23, 2015) and Capgemini Reinsurance International
(Luxembourg) until March 24, 2016.

3.1.2 Executive Management

Didier Michaud-Daniel has been Chief Executive Officer of the Company since March 1, 2012.

Name Start of term End of term Shares

Age (2) Nationality Main business address Position Main function of office of office held (2)
Didier French Bureau Veritas Chief Executive Chief Executive Appointed Chief Executive February 28, 249,200
Michaud-Daniel Immeuble Newtime Officer Officer, Bureau Officer on February 13, 2012 2022
58 years old 40/52, boulevard du Parc Veritas with effect from March 1, 2012
92200 Neuilly-sur-Seine Reappointed February 23,
France 2017 with effect from March 1,
2017

Expertise and experience in corporate management of the Chief Executive Officer

and positions held over the last five years
Didier Michaud-Daniel began his professional career at Otis in Officer of Otis UK and Ireland, after 20 years of service at Otis
1981 as a technical salesperson and later worked in a number of France. He was Chairman of Otis for the UK, Germany and Central
roles in sales management and operational support. In 1991, he Europe region from August 2004 to May 2008, until his
was appointed Chief Operating Officer of Otis France, and in 1992 appointment as Chairman of Otis Elevator Company in May 2008.
was promoted to Chief Operating Officer in Paris and Sales Didier Michaud-Daniel holds a degree in management from the
Director. He was named Deputy Chief Executive Officer in charge École supérieure de commerce de Poitiers and is a graduate of
of Operations in January 1998. From September 2001 to INSEAD.
August 2004, Didier Michaud-Daniel served as Chief Executive

(1) Listed company.

(2) At December 31, 2016.

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3 Corporate governance
Corporate Officers and members of the Executive Committee

Current positions (1) Positions no longer held (but held in the last five years)
None Chairman of Otis
Positions held within the Group Member of the Board of Directors of Kingswood Oxford School
and Hartford HealthCare
Chairman of Bureau Veritas International SAS

Convictions for fraud, public accusations and/or public sanctions, or liability for bankruptcy within
the last five years
As far as the Company is aware, none of the Directors or the Chief administrative, management or supervisory body of a company, or
Executive Officer have been, within the last five years, from participating in the management or conduct of a company’s
(i) convicted of fraud or been subject to an official accusation or business.
penalty delivered by legal or administrative authorities;
Furthermore, there are no family relationships linking Corporate
(ii) involved in a bankruptcy, receivership or liquidation; or (iii)
Officers (Directors and the Chief Executive Officer).
prohibited by a court from acting as a member of an

Agreements in which Directors and the Chief Executive Officer are interested parties and conflicts
of interest
The Directors and the Chief Executive Officer are required to a signed declaration each year describing any direct or indirect
promptly inform the Chairman of the Board of Directors of any links of any kind they may have with the Company. To date, none
related-party agreements that may exist between companies in of these declarations has revealed any existing or potential
which they have an interest, whether directly or through an conflict of interest between the Chief Executive Officer or a
intermediary, and the Company. The Directors and the Chief Director and the Company. In cases where a business relationship
Executive Officer are required to notify the Board of Directors of is under consideration between (i) the Company or the Group and
any agreement, referred to under articles L. 225-38 et seq. of the (ii) directly or indirectly a Director or the Chief Executive Officer,
French Commercial Code (Code de commerce), to be entered into the procedure governing related-party agreements as set forth in
between themselves or a company in which they are managers or articles L. 225-38 et seq. of the French Commercial Code, is
which they own, directly or indirectly, a significant shareholding, followed. The Board's Internal Regulations set out the rules for
and the Company or one of its subsidiaries. If any such agreement managing conflicts of interest.
exists, the person(s) concerned will abstain from participating in
The members of the Board of Directors are not subject to any
discussions and all decision-making on related matters. These
contractual restrictions regarding the shares they own in the
provisions do not apply to agreements entered in the ordinary
Company, except for the closed and black-out periods as defined
course of business and under arm’s length conditions.
in the Group’s Stock Market Ethics Charter. However, under
With the exception of related-party agreements and article 14.1, paragraph 2 of the By-laws, members of the Board of
commitments that were entered into or remained in effect during Directors are required to hold a minimum of 1,200 shares
2016 and presented in the section on related-party transactions throughout their term of office.
in Chapter 6 of this Registration document – “Information on the
In addition to the prohibition referred to in the stock subscription
Company and the capital”, the Company is not aware of any other
or performance option and performance share plans, the Chief
potential conflicts of interest between the duties of the Directors
Executive Officer formally agreed not to use hedging instruments
and the Chief Executive Officer with regard to Bureau Veritas and
for the shares he holds in the Company throughout his term of
their personal interests and/or other duties.
office. He is also required to observe the restrictions regarding
In order to prevent any potential conflicts of interest, the closed and black-out periods.
Directors and the Chief Executive Officer are required to complete

(1) At December 31, 2016.

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 Corporate governance
Corporate Officers and members of the Executive Committee 3
3.1.3 Executive Committee
The Executive Committee is the Group’s management body. ● Olivier Butler, Consumer Products;
Chaired by the Chief Executive Officer, it includes the managers of
● Eduardo Camargo, Commodities, Industry & Facilities – Latin
Group divisions (Marine & Offshore, Consumer Products) and the
America;
heads of the main regions for the Commodities, Industry &
Facilities (1) division and for the support functions. ● Juliano Cardoso, Commodities, Industry & Facilities – Africa,
Middle East, Asia and Pacific;
The Executive Committee examines and approves issues and
decisions relating to the Group’s strategy and general ● Natalia Shuman, Commodities, Industry & Facilities – North
organization. It adopts the policies and procedures to be applied America;
across the Group. Each Operating Group has its own Executive
Committee. ● Jacques Lubetzki, Commodities, Industry & Facilities –
Europe;
At the publication date of this Registration document, the
Executive Committee had nine members: ● Nicolas Tissot, Finance and Legal Affairs;

● Didier Michaud-Daniel, Chief Executive Officer; ● Xavier Savigny, Human Resources.

● Philippe Donche-Gay, Senior Executive Vice President;

(1) The Commodities, Industry & Facilities division created on January 1, 2016 includes the Commodities, Industry, Inspection & In-Service
Verification and Certification businesses.

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3 Corporate governance
Report of the Chairman of the Board of Directors

3.2 Report of the Chairman of the Board

of Directors
Pursuant to article L. 225-37, paragraph 6, of the French This report, drawn up under the responsibility of the Chairman of
Commercial Code, this report contains details of the composition the Board of Directors pursuant to article L. 225-37 of the French
of the Board of Directors, the application of the principle of gender Commercial Code, has been prepared with the assistance of the
balance among its members, the conditions governing the Internal Audit & Acquisitions Services department, which referred
preparation and organization of the Board’s work in 2016 and the in particular to the AMF’s final report on audit committees dated
internal control and risk management procedures implemented by July 22, 2010 and the AMF’s studies and recommendations on
the Company. Chairman’s reports on internal control and risk management
procedures; the Finance department; and the Legal, Risk &
It also specifies the principles and rules laid down by the Board of
Compliance department. The report was reviewed by the Audit
Directors for determining the compensation and benefits in-kind
and Risk Committee at its meetings of December 15, 2016 and
granted to Corporate Officers, special terms relating to the
January 23, 2017, and by the Nomination and Compensation
participation of shareholders in Shareholders’ Meetings, and the
Committee at its meetings of December 16, 2016 and
Corporate Governance Code to which the Company refers. It also
January 23, 2017. It was reviewed in draft form by the Board of
mentions the publication of information provided for under
Directors on December 16, 2016 and then approved at the
article L. 225-100-3 of the French Commercial Code.
meeting of February 23, 2017.

3.2.1 Corporate Governance Code

At its meeting on December 16, 2008, the Company’s Supervisory independence, reference to CSR policy) and on pay (“AFEP-MEDEF
Board considered that the Company’s corporate governance Code”).
arrangements were consistent with the AFEP-MEDEF
The Code can be downloaded from the MEDEF website:
recommendations of October 6, 2008 on executive compensation
[Link]. It can also be obtained from the Company’s
for listed companies and decided that the Company would refer to
registered office.
the Corporate Governance Code of Listed Corporations published
by AFEP and MEDEF. The amended version of this code dated Pursuant to article L. 225-37 of the French Commercial Code, this
November 2016 introduces new provisions on governance report details the provisions of the AFEP-MEDEF code that the
(strengthening of the Board’s role in terms of strategy, director Group has not complied with and the reasons for these exceptions
in the table below.

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 Corporate governance
Report of the Chairman of the Board of Directors 3
AFEP-MEDEF recommendations   Bureau Veritas practices/explanations
Evaluation of the Board of Directors   During the annual evaluation of the Board of Directors and its Committees, each
(section 9.2 of the Code) Director is asked about the organization of the Board’s work, at which time he/she
has the opportunity to discuss any problems. Any Directors who so wish can
The evaluation should consider the actual contribution of each Director to the therefore freely express their opinion on the actual individual contributions of each
Board’s work. Director within the scope of their discussions with the Chairman of the Nomination
& Compensation Committee or the specialist firm in charge of the evaluation. The
Nomination & Compensation Committee and subsequently the Board evaluate
each Director’s contribution and how well their profiles match the Company’s
needs on renewing the terms of office of Directors and Committee members.
Given the positive findings of the evaluation, with individual contributions generally
found to be satisfactory, to date the Board has not expressed a wish to conduct a
formal evaluation of each Director’s contribution, since it considers this could
adversely affect the culture of trust.
Composition of the Audit & Risk Committee (section 15.1 of the Code).   Besides the independence criterion, and in view of the composition of the Board,
Two-thirds of the members of the Audit & Risk Committee must be independent Directors are selected primarily based on their experience and expertise,
directors. particularly in the fields of finance, accounting and risk management. Even though
the proportion of two-thirds of independent members has not been observed, two
of the four members including the Chairman of the Committee are independent.
The Company intends take steps to follow this recommendation after the close of
the 2017 Annual Shareholders' Meeting.
Independent directors   In 2015 when his term of office was up for renewal, the Board of Directors
(section 8.5.6 of the Code) carefully examined the situation of Pierre Hessler with regard to the AFEP-MEDEF
code, which recommends “not to have been a Director of the corporation for more
Directors cannot be members of the Board for more than 12 years. than twelve years”.
It noted that Pierre Hessler’s seniority on the Board granted him a more extensive
ability to understand the issues and risks at hand, and to question Executive
Management, added weight to the opinions he expressed and enabled him to
formulate balanced and objective judgments, regardless of the circumstances,
with regard to Executive Management. Pierre Hessler’s ability to think critically
during debates and decision making by the Board, his personality, skills, leadership
and commitment, which are widely recognized by the Company’s shareholders,
98.79% of whom voted to approve the renewal of his term of office on May 17,
2016, also illustrate his independence of spirit.
3
The Board also considered that the attention that Pierre Hessler always paid to the
proper organization of the Board’s work as Chairman of the Nomination &
Compensation Committee, in particular within the scope of the annual evaluations
and the appointment and renewal of terms of office of independent directors, is
essential.
These qualities, combined with a strong grasp of the challenges faced by the
Company, make a major contribution to the Board’s deliberations and to the
contextualization of its decisions.
The Board of Directors had therefore considered that the 12-year criterion set out
in the Code was not sufficient to automatically disqualify a Director as an
independent director and therefore had decided not to apply it in these
circumstances. The Board of Directors’ meeting of December 16, 2016 confirmed
its position.
Stock purchase options and performance shares (section 24.3.3 of the Code)   Although the ceiling for stock option and performance shares expressed as a
The resolution authorizing the award plan submitted to a vote at the Shareholders’ percentage of capital is not defined in the resolutions, the Board ensures that there
Meeting must mention the maximum percentage of options and performance is a fair balance between these awards and the Company’s capital, the Chief
shares that can be awarded to Corporate Officers in the form of an award Executive Officer’s compensation and the total number of stock options and
sub-ceiling. performance shares awarded.
The Company will comply with this recommendation on renewing the resolutions
authorizing stock option and performance share plans at its 2018 Annual
Shareholders’ Meeting.
Stock purchase options and performance shares (section 24.3.3 of the Code)   The amounts awarded are closely monitored and reassessed for each new plan in
Stock options and performance shares valued using the method applied in the line with changes in the Bureau Veritas share price.
consolidated financial statements must represent a proportionate percentage of
the aggregate of all compensation, options and shares awarded. The Board shall
set the maximum percentage of compensation that any such awards can
represent.
Based on each company’s particular situation (size, industry, scope of award,
number of senior executives, etc.) and in relation to the aggregate award approved
by the shareholders, the Board shall set the maximum percentage of options and
performance shares that may be awarded to Corporate Officers.

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3 Corporate governance
Report of the Chairman of the Board of Directors

3.2.2 Composition of the Board of Directors and conditions

governing the preparation and organization of the Board’s
work

Composition of the Board of Directors

As part of efforts to diversify the Board, and in particular to ● not to be, or not to have been over the previous five years:
increase the proportion of women and non-French members, in
● an employee or Executive Officer of the Company;
2016 the Board appointed Siân Herbert-Jones, Stéphanie Besnier
and Claude Ehlinger as Directors. One of these three new ● an employee, Executive Officer or Director of a company
members of the Board is classified as an independent director. The consolidated by the Company;
new directors have received a comprehensive integration briefing.
● an employee, Executive Officer or Director of the Company’s
At December 31, 2016, the Board of Directors of the Company parent company or of a company consolidated by the parent
therefore had 13 members: Frédéric Lemoine, Chairman of the company;
Board of Directors, Stéphane Bacquaert, Stéphanie Besnier,
Patrick Buffet, Aldo Cardoso, Claude Ehlinger, Nicoletta Giadrossi, ● not to be an Executive Officer of an entity in which the
Ieda Gomes Yell, Siân Herbert-Jones, Pierre Hessler, Pascal Company holds a directorship, directly or indirectly, or in which
Lebard, Jean-Michel Ropert and Lucia Sinapi-Thomas. an employee is appointed as such or an Executive Officer of the
Company (currently in office or having held such office in the
The Company has not appointed an employee Director since it is previous five years) is a Director;
exempt as the subsidiary of a company required to appoint an
employee Director within the meaning of article L. 225-27-1, ● not to be a client, supplier, investment banker or commercial
paragraph 1 of the French Commercial Code. Nonetheless, four banker:
representatives of the Works Council were invited to attend the ● that is significant for the Company or its Group; or
meetings of the Board of Directors until December 31, 2016.
● that has a significant part of its business with the Company
At its meeting of December 16, 2016 and based on the or its Group;
recommendation of the Nomination & Compensation
Committee’s meeting held on the same day, the Board of ● not to be related by close family ties to a Corporate Officer of
Directors considered the independence of its members with the Company or its Group;
regard to (i) the definition set out in the AFEP-MEDEF code, ● not to have been a Statutory Auditor of the Company, or of a
specifically “a Director is independent if he or she has no relationship Group company within the previous five years;
of any kind whatsoever with the company, its Group or its
Management of either that may interfere with his or her freedom of ● not to have been a Director of the Company for more than
judgment” and (ii) the following criteria: 12 years.

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 Corporate governance
Report of the Chairman of the Board of Directors 3
Corporate Officers cannot be considered independent if they The Board of Directors may decide that a Director does not qualify
receive variable cash compensation, securities or any as independent, even if the above criteria are met, in light of
performance-based compensation from the Company or the his/her specific situation or that of the Company with regard to its
Group. shareholder base, or for any other reason. Conversely, the Board
may deem a Director to be independent even if the above criteria
To determine the material or non-material nature of any business
are not met.
relations with the Company or Group, the Board conducted a
quantitative and qualitative review of the situation of each Last year, the Board of Directors also carefully examined the
independent director concerned. situation of Pierre Hessler with regard to the AFEP-MEDEF Code,
which recommends "not to have been a Director of the corporation
In this context, and acting on the recommendation of the
for more than 12 years". It considered that this criterion alone was
Nomination & Compensation Committee, in determining the
not sufficient to automatically disqualify Pierre Hessler as an
non-material and non-conflicting nature of the business relations
independent director and decided not to apply it for the reasons
between the Company and Saint-Gobain and Capgemini, the
set out in section 3.2.1 above. The Board of Directors' meeting of
Board used as a criterion the importance or "intensity" of the
December 16, 2016 confirmed its position.
relationship with regard to (i) revenue generated in 2016 between
Group companies and the companies of the Group in which the Based on the definition and the criteria cited in the Code, seven of
Director also holds office, and (ii) the absence of economic the thirteen Directors were classified as independent: Patrick
dependency or exclusivity between the parties. Buffet, Aldo Cardoso, Nicoletta Giadrossi, Ieda Gomes Yell, Siân
Herbert-Jones, Pierre Hessler and Pascal Lebard.
Having noted the absence of economic dependency between the
parties and that the revenue generated with these companies At December 31, 2016, 54% of the members of the Board of
represents less than 1% of the Group’s consolidated revenue, the Directors of Bureau Veritas were independent and 38% were
Board concluded that business relations between Bureau Veritas women. By the end of the 2017 Annual Shareholders' Meeting at
and Saint-Gobain and Capgemini were not likely to call into the latest, more than 40% of the Board members will be women.
question the respective classification of Ieda Gomes Yell and Siân
The table below summarizes the situation of each Director with
Herbert-Jones as independent directors.
regard to the independence criteria.

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3 Corporate governance
Report of the Chairman of the Board of Directors

Situation of Directors with regard to the independence criteria set out in the AFEP-MEDEF code (1)

Aldo Frédéric Stéphane Stéphanie Patrick Claude

First name, last name Cardoso Lemoine Bacquaert Besnier Buffet Ehlinger
Position held in the Company Chairman of Vice-Chairman Director Director Director Director
the Board of of the Board of
Directors Directors
First appointed June 3, 2009 April 14, 2009 June 2, 2008 October 18, June 18, October 18,
2016 2007 2016
End of term of office 2018 AOSM 2017 AOSM 2017 AOSM 2020 AOSM 2017 AOSM 2020 AOSM
Total time in office 7 years 7 years 8 years 2 months 9 years 2 months
AFEP-MEDEF independence criteria            
Not to be, or not to have been over the √ Chairman Managing Senior Director √ Chief Executive
previous five years: of the Director of at Wendel Officer of
- an employee or an Executive Officer Management Wendel Africa Oranje-Nassau,
of the Company, Board of Associate
Wendel Director and
- an employee, an Executive Officer or member of the
Director of a company consolidated by Investment
the Company, Committee of
- an employee, an Executive Officer or Wendel
Director of the Company’s parent
company or of a company consolidated
by the parent company.
Not to be an Executive Officer of an entity √ √ √ √ √ √
in which the Company holds a
directorship, directly or indirectly, or in
which an employee is appointed as such
or an Executive Officer of the Company
(currently in office or having held such
office in the previous five years) is a
Director.
Not to be a client, supplier, investment √ √ √ √ √ √
banker or commercial banker:
- that is significant for the Company or its
Group; or
- that has a significant part of its business
with the Company or its Group.
Not to be related by close family ties to a √ √ √ √ √ √
Corporate Officer of the Company or its
Group.
Not to have been a Statutory Auditor of √ √ √ √ √ √
the Company, or of a Group company
within the previous five years
Not to have been a Director of the √ √ √ √ √ √
Company for more than 12 years.
Not to receive or have received variable √ √ √ √ √ √
cash compensation, securities or any
other performance-based compensation
from the Company or the Group.

The composition of the Board of Directors is set out in the section discussing the Board of Directors in this chapter. This section includes
information on nationality, age, business address, positions within the Company, main functions, start and end dates of terms of office,
detailed biographies and a list of positions held by the Directors over the previous five years.

(1) At the publication date of this Registration document.

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 Corporate governance
Report of the Chairman of the Board of Directors 3
Nicoletta Ieda Siân Pierre Pascal Jean-Michel Lucia
  Giadrossi Gomes Yell Herbert-Jones Hessler Lebard Ropert Sinapi-Thomas
  Director Director Director Director Director Director Director

  May 22, 2013 May 22, 2013 May 17, 2016 June 19, 2002 Dec. 13, 2013 Dec. 21, 2005 May 22, 2013

  2017 AOSM 2017 AOSM 2020 AOSM 2019 AOSM 2018 AOSM 2017 AOSM 2017 AOSM
  3 years 3 years 7 months 14 years 3 years 11 years 3 years

  √ √ √ √ √ Employee of Director
Wendel during recommended by
the past five Wendel
years

  √ √ √ √ √ √ √

3
  √ √ √ √ √ √ √

  √ √ √ √ √ √ √

√ √ √ √ √ √ √

  √ √ √ √ √ √ √

  √ √ √ X √ √ √

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3 Corporate governance
Report of the Chairman of the Board of Directors

Conditions governing the preparation and organization of the work of the Board of Directors
Framework for the work of the Board reorganizations and to amend the article on the length of Directors’
of Directors terms of office following the amendment to article 14.3, paragraph 2
of the By-laws by the Shareholders’ Meeting of May 20, 2015.
The conditions governing the preparation and organization of the
work of the Board of Directors are set out in the Board’s Internal The Internal Regulations state that the Board of Directors
Regulations which were last updated on May 20, 2015. These determines the strategic direction of the Company’s business and
Internal Regulations represent the Governance Charter for Directors. ensures that this is adhered to. Subject to powers granted
expressly by law to Shareholders’ Meetings and within the limits of
The Board of Directors meets as often as needed in the interests the corporate purpose, the Board handles all issues related to the
of the Company and meetings are convened by its Chairman. smooth running of the Company and resolves by deliberation all
business matters concerning it.
The provisional annual schedule of Board of Directors’ meetings
(excluding extraordinary meetings) is drawn up and sent out to The Internal Regulations are divided into five chapters, the main
each member before the end of each financial year. provisions of which are described below:
As well as mandatory Board meetings held to authorize the annual ● the first chapter deals with the role of the Board of Directors
and interim financial statements for issue, meetings are held to and describes the conditions for holding Board meetings (e.g.,
prepare the Annual Shareholders’ Meeting and the Registration meetings using telecommunications means), ethical rules and
document or in the normal course of business (planned the Directors’ Charter and Directors’ compensation;
acquisitions, deposits, endorsements and guarantees,
authorizations to be given pursuant to the internal governance ● the second chapter discusses rules on Director independence;
rules set out in article 1.1 of the Internal Regulations of the Board ● the third and fourth chapters concern non-voting observers
of Directors). (censeurs) and the Board’s Committees; and
The Statutory Auditors are invited to meetings of the Board held ● the last chapter deals with the terms and conditions applicable
to authorize the annual and interim financial statements. to amendments, entry-into-force and publication of the Internal
Each year, a meeting is held without the Chief Executive Officer. In Regulations and to the evaluation of the Board of Directors.
addition, the Directors may meet with the Company's key The Internal Regulations also stipulate the limitations imposed on the
executives without the Chief Executive Officer, who is notified of powers of Executive Management which are detailed in the section
the meeting in advance. “limitations placed on the powers of the Chief Executive Officer by
For each meeting, a file covering the items on the agenda is the Board of Directors” in this chapter. The Internal Regulations state
prepared and sent to each member a few days before the meeting in particular that any major strategic transactions or transactions
to allow prior examination of documents by the Directors. that may have a material effect on the economic, financial or legal
situation of the Company and/or Group and are not foreseen in the
During meetings, members of Executive Management give a annual budget must receive prior approval from the Board.
detailed presentation of the items on the agenda. Generally
speaking, each Director is sent all the information needed to carry Lastly, the Internal Regulations state that each Director shall be
out his/her duties and can ask Executive Management to provide given all of the information needed to carry out his/her duties and
him/her with any useful documents (including any critical can ask Executive Management to provide him/her with any
information about the Company). Questions may be asked during useful documents.
presentations and these are followed by discussions before a vote is
taken. Detailed minutes in draft form, summarizing the discussions Stock Market Ethics Charter
and questions raised and noting the decisions and reservations
made, are then sent to members for examination and comment The Company aims to ensure adherence to the recommendations
before being formally approved by the Board of Directors. issued by the stock market authorities in terms of managing the
risks relating to the possession, disclosure and possible use of
The Directors may also be provided with useful information about inside information.
the life of the Company at any time if such information is
considered important or urgent. The Company drew up a Stock Market Ethics Charter in 2008 and
appointed a Group Compliance Officer. The purpose of this Stock
Market Ethics Charter is to outline applicable regulations and to
Internal Regulations of the Board of Directors draw the attention of those concerned to (i) the laws and
The Board’s Internal Regulations are intended to lay down how it regulations in force regarding inside information, as well as the
organizes its work, in addition to the relevant legal, regulatory and administrative sanctions and/or penalties for not complying with
statutory provisions, and were adopted at the Board of Directors’ those laws and regulations, and (ii) the implementation of
meeting of June 3, 2009. They are reviewed and regularly updated by preventive measures that enable those concerned to invest in
the Board of Directors. The Internal Regulations were updated at the Bureau Veritas shares while in full compliance with the rules on
Board of Directors’ meetings of August 25, 2010 and May 27, 2011, market integrity.
respectively to take into account changes made to the limitations The Stock Market Ethics Charter also stipulates a period beginning
imposed on the powers of the Chief Executive Officer and executive 30 days before the publication of the annual and half-year parent
officers concerning the authorization threshold for planned company and consolidated financial statements and ending the
acquisitions. This was increased from €5 million to €10 million, while day after their publication, and a period beginning 15 days before
the minimum number of Company shares to be held by a Director the publication of quarterly financial information and ending the
was raised from 100 to 300. The Internal Regulations were updated day after its publication, during which those concerned must
again in June, July and November 2013 to reflect (i) the four-for-one abstain from any such transactions (black-out period).
stock split and the resulting change in the minimum number of
shares in the Company to be held by each Director (i.e., 1,200) and (ii) The Charter was updated by the Board of Directors’ meeting of
the June 2013 amendments to the AFEP-MEDEF code. They were December 16, 2016 following the entry into force of Regulation
also updated in May 2015 to restrict the limitations imposed on the (EU) No. 596/2014 of the European Parliament and of the Council
powers of the Chief Executive Officer as regards strictly internal of April 16, 2014 on market abuse (market abuse regulation).

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 Corporate governance
Report of the Chairman of the Board of Directors 3
Work of the Board of Directors Evaluation of the Board of Directors and its
In 2016, the Company’s Board of Directors met nine times with an
Committees
attendance rate of 94%. Meetings lasted three hours on average. In accordance with the recommendations of the AFEP-MEDEF
code and pursuant to article 5.4 of the Board of Directors’ Internal
With regard to financial and accounting matters, the Board of
Regulations, since 2009 the Company has evaluated the
Directors approved the statutory and consolidated financial
composition, organization and operation of the Board of Directors
statements for 2015 and the first half of 2016 and reviewed
and its Committees.
revenue for the third quarter of 2016, together with the related
financial reporting. It examined the Group’s business activities and The aim of this evaluation is to review the organization of the
performance, along with management projections, the financial Board’s work so as to make it more effective and ensure that
position, debt, cash and long-term financing. The Board also important issues are properly prepared and discussed. Each year,
delegated authority to the Chief Executive Officer in respect of the results of this evaluation are examined by the Nomination &
deposits, endorsements and guarantees. At its December 2016 Compensation Committee before being presented to the Board of
meeting, the Board reviewed and approved the Group’s budget for Directors. The Board then examines its operation, composition and
2017. organization.
With regard to governance matters, the Board of Directors The Chairman of the Nomination & Compensation Committee is
considered the Company’s compliance with the recommendations responsible for this evaluation, except in 2011 and 2014 when the
of the AFEP-MEDEF code and of the AMF regarding corporate evaluation was conducted by a specialist firm. The evaluation for
governance and compensation for 2016, as well as “Say on Pay”, 2016 was conducted based on individual meetings with each
and set the compensation of the Chief Executive Officer and the Director.
rules for allocating Directors’ fees among the Directors. The Board
considered appointments, changes and issues relating to The results of this evaluation were presented for discussion to the
succession planning within the Group’s Executive Committee, as Nomination & Compensation Committee before being presented
well as changes in the composition of the Board of Directors and to the Board of Directors at its meeting on February 23, 2017.
its Committees to further its aim of strengthening diversity and On the recommendation of the Nomination & Compensation
the range of expertise as well as increasing the proportion of Committee, the Board has defined an action plan outlining
female and non-French members. On February 24, 2016, based on avenues for improvement in 2017: (i) changing the format of
the financial statements for the year ended December 31, 2016, Board meetings to make them more interactive and analytically
the Board of Directors noted that the performance conditions for
the performance share and stock subscription and purchase
option plans of July 22, 2013, July 16, 2014 and July 15, 2015
had been met. The Board of Directors also approved the report of
focused, (ii) organizing more frequent presentations to the Board
on the different businesses and geographic areas, (iii) conducting a
review during the year of the work of the Board and its
3
Committees, (iv) regularly monitoring, at executive sessions, the
its Chairman on corporate governance and on internal control and action plan resulting from the evaluation of the Board and its
risk management procedures. Committees, and (v) continuing to improve the reports of the
The Board of Directors, making use of the authority delegated to it Chairmen of the Board's Committees.
by the Shareholders’ Meeting, approved the performance share The individual contribution of each Director to the work of the
and stock purchase option plans put in place for managers and the Board and the Board’s Committees is not formally assessed during
Chief Executive Officer. It also authorized the Chief Executive the annual evaluation. However, a meeting with each Director is
Officer to implement the share buyback program and to renew the held each year about the organization of the Board’s work, during
liquidity agreement. The Board of Directors reduced the which the Board member has the opportunity to discuss any
Company’s share capital by canceling treasury shares held in problems. Any Directors who so wish can therefore freely express
connection with the share buyback program. The Board approved their opinion on the actual individual contributions of each
the planned changes in the Company’s legal organization as well Director within the scope of their discussions with the Chairman of
as the six draft agreements setting out the terms and conditions the Nomination & Compensation Committee or the specialist firm
of the partial asset contributions submitted to shareholders for in charge of the evaluation. The Nomination & Compensation
approval on October 18, 2016. Committee and subsequently the Board evaluate each Director’s
With regard to strategic matters, the Board of Directors individual contribution and how well their profiles match the
monitored implementation of the Group’s strategy and approved Company’s needs on renewing the terms of office of Directors and
the Group's major planned acquisitions. Committee members. Given the positive findings of the
evaluation, with individual contributions generally found to be
In line with the action plan drawn up at the time of evaluating the satisfactory, to date the Board has not expressed a wish to
work of the Board and its Committees in 2015, the format of conduct a formal evaluation of each Director’s contribution, since
financial information and the reports of the Board Chairman it considers this could adversely affect the culture of trust.
continued to evolve. An annual work program was also drawn up
for the Board and its Committees. Consistent with the findings of
previous evaluations, operational presentations were given to the
Board by members of the Group’s Executive Committee.

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3 Corporate governance
Report of the Chairman of the Board of Directors

Committees of the Board of Directors ● ensuring that the Statutory Auditors comply with the
independence rules set out in articles 821-9 et seq. of the
The Internal Regulations of the Board of Directors provide for the French Commercial Code, taking the necessary measures
possibility of creating one or more Board Committees intended to pursuant to section 3, article 4 of the aforementioned
enrich its reflections, facilitate the organization of the Board’s Regulation (EU) No. 537/2014 and ensuring that the
work and contribute effectively to the preparation of its decisions. conditions set out in article 6 of said Regulation are
The Committees have an advisory role and are responsible for respected;
working on matters submitted by the Board or its Chairman and
for presenting their findings to the Board in the form of reports, ● approving services, other than statutory audit services,
proposals or recommendations. provided by the Statutory Auditors or by members of their
network and set out in article L. 822-11-2 of the French
In 2016, the Board of Directors was assisted in the course of its Commercial Code. The Audit & Risk Committee issues its
work by three Board Committees, whose members all sit on the opinion after reviewing the risks regarding Statutory
Board: the Audit & Risk Committee, the Nomination & Auditor's independence and the measures taken by the
Compensation Committee and the Strategy Committee. Statutory Auditors to safeguard their independence.

Audit & Risk Committee The Audit & Risk Committee must report on its work to the Board
of Directors and bring to its attention any matters which appear
The Audit & Risk Committee adopted Internal Regulations in 2009 problematic or which require a decision to be taken. It also reviews
that describe its role, resources and operation. These were updated all issues raised by the Board of Directors on the matters set forth
at its meeting of July 26, 2016 to reflect the role of the Committee above.
further to Regulation (EU) No. 537/2014 and Ministerial Order
No. 2016-315 of March 17, 2016 on statutory audit engagements. It meets as often as it deems necessary, and at least before each
publication of financial information.
The Audit & Risk Committee is responsible for monitoring the
process of preparing financial and accounting information, the If it deems necessary, the Audit & Risk Committee can invite one
effectiveness of Internal Audit and risk management systems, the or more members of Executive Management and the Company’s
statutory audit of the annual financial statements and Statutory Auditors to attend its meetings.
consolidated financial statements by the Statutory Auditors and The Chairman of the Committee may call a meeting with the
Statutory Auditor's independence. It prepares and facilitates the Statutory Auditors and another with the head of Internal Audit at
work of the Board of Directors in these areas. any time he/she deems appropriate, neither of which are attended
More specifically, it is responsible for: by management.

● Financial reporting: In the course of its work and after having informed the Chairman
of the Board of Directors, and provided it notifies the Board of
● monitoring the process of preparing financial information and, Directors, the Audit & Risk Committee may ask Executive
where applicable, drawing up recommendations to guarantee Management to provide it with any documents that it deems
the reliability of such information; relevant to its work and may speak to all or some of the members
● analyzing the relevance of the accounting standards of Executive Management or to any other person whom the
selected, the consistency of the accounting methods applied, Committee deems useful.
the accounting positions adopted and the estimates made to The Audit & Risk Committee can also request the assistance of
account for material transactions, and the scope of any third party it deems appropriate at its meetings (independent
consolidation; experts, consultants, lawyers or Statutory Auditors).
● examining, before they are made public, all financial and In accordance with the AFEP-MEDEF Code, and except in duly
accounting documents issued by the Company, including substantiated cases, the information needed for the Committee’s
quarterly publications and earnings releases. discussions is sent several days prior to the meeting. In 2016, the
● Internal control systems and risk management procedures: Committee was able to review the annual financial statements at
least two days before they were reviewed by the Board of
● monitoring the effectiveness of internal control and risk Directors. For the interim results, the Audit & Risk Committee
management systems, along with Internal Audit where meeting was held the day before the Board meeting; however, the
applicable, in terms of the procedures adopted to prepare approval process for the financial statements was begun in
and process financial and accounting information, without advance at preparatory meetings and the documents were sent to
compromising its independence; the members in good time to enable them to review them
properly.
● monitoring the effectiveness of information system security;
At December 31, 2016, the Audit & Risk Committee had four
● examining risks, disputes and material off-balance sheet
members: Aldo Cardoso (Chairman), Stéphanie Besnier, Ieda
commitments.
Gomes Yell and Lucia Sinapi-Thomas. Based on their professional
● External oversight – Statutory Auditors experience and training, the Company believes that the members
of its Audit & Risk Committee have the required financial and
● issuing a recommendation to the Board of Directors pursuant accounting expertise. Besides the independence criterion, and in
to article 16 of Regulation (EU) No. 537/2014 on the view of the composition of the Board, Directors were selected
Statutory Auditors recommended for appointment or primarily based on their experience and expertise. The proportion
reappointment by the Shareholders’ Meeting; of two-thirds of independent members recommended by the
● monitoring the work of the Statutory Auditors taking into AFEP-MEDEF code has not been observed; however, two of the
account the observations and findings of the Haut Conseil du four members including the Chairman are independent.
Commissariat aux Comptes (French audit oversight Board)
further to the audits performed in application of
articles L. 821-9 et seq. of the French Commercial Code;

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 Corporate governance
Report of the Chairman of the Board of Directors 3
The Audit & Risk Committee met nine times in 2016, with an At December 31, 2016, the Strategy Committee had five
attendance rate of 97%. The meetings were attended variously by members: Frédéric Lemoine (Chairman), Patrick Buffet, Claude
the Chief Financial Officer and the heads of Accounting, Ehlinger, Ieda Gomes Yell and Pierre Hessler. Three of the five
Management Control, Internal Audit & Acquisitions Services, members are independent.
Treasury and Tax Affairs departments. The head of the Legal, Risk
In 2016, the Strategy Committee met seven times, with a 94%
& Compliance department also attended several meetings.
attendance rate. It chiefly considered the appropriateness and
The Statutory Auditors attended all the meetings of the Audit & feasibility of the different strategic options available to the Group,
Risk Committee, at which they presented their work and as well as any planned acquisitions.
described the accounting options applied.
The Chairman of the Strategy Committee reports on the
In 2016, the Audit & Risk Committee examined the statutory and Committee’s work to the Board of Directors in detail.
consolidated financial statements for 2015, the first-half results
for 2016 and revenue for the first and third quarters of 2016, as Nomination & Compensation Committee
well as the related press releases and financial reports.
The Company has a unified Nomination & Compensation
During these meetings, the statutory and consolidated financial Committee, which has a set of Internal Regulations that describe
statements, the notes to the financial statements and technical its role, resources and operation. It is mainly responsible for
issues relating to the year-end were discussed by the Group’s making recommendations to the Board of Directors with regard to
Finance teams and analyzed by the members of the Audit & Risk the selection of members of Executive Management and the
Committee in the presence of the Statutory Auditors. Particular Board, succession planning and executive compensation and
attention was paid to the measurement and allocation of goodwill, benefits, as well as the methods of determining such
provisions for other liabilities and charges and significant compensation (fixed and variable portions, calculation method and
off-balance sheet commitments. indexing). Since February 25, 2015, the Nomination &
Compensation Committee has also analyzed Corporate Social
The work of the Audit & Risk Committee also covered the
Responsibility (CSR) issues.
evaluation of the Statutory Auditors' work and independence,
their advisory fees and the renewal of their term of office, the At December 31, 2016, the Nomination & Compensation
Group’s financial documentation, the proposal for allocating 2015 Committee had five members, all of whom were independent.
profit, changes in debt, exchange rate impacts, the share buyback
program, the impact of the audit reform, the potential impact of Pierre Hessler (Chairman), Aldo Cardoso, Nicoletta Giadrossi, Siân
Herbert-Jones, and Pascal Lebard. No Corporate Officers sit on
Brexit, and the Group’s various financing opportunities. The
Committee also worked on the planned legal reorganization of
Bureau Veritas SA.
the Committee. Frédéric Lemoine attended meetings of the
Committee along with the Chief Executive Officer, except when
agenda items concern them. They do not participate in the
3
Every six months, the Committee also reviewed the findings of the deliberations.
internal audits that had been conducted as well as the proposed
annual planning and was kept informed of the progress of the In 2016, the Nomination & Compensation Committee met six
action plans. The Audit & Risk Committee also reviewed the times with an 85% attendance rate. It considered the
results and action plans reported to it in connection with the compensation policy for the Chief Executive Officer for 2016, as
implementation of the AMF’s Reference Framework for Risk well as the quantitative and qualitative criteria used to determine
Management and Internal Control. the variable portion of this compensation in respect of 2015. It
also recommended putting in place performance share and stock
The head of Legal, Risk & Compliance presented his interim purchase option plans, which were approved by the Board of
reports on risk management, litigation and compliance to the Directors on June 21, 2016, and reviewed the method for
Audit & Risk Committee. This report included a risk map. The allocating Directors’ fees for 2016. The Committee also worked
Statutory Auditors informed the Committee of their main on issues relating to succession planning within the Group’s
observations regarding the identification of risks and their Executive Committee, as well as changes in the composition of
assessment of the internal control procedures. the Board of Directors and its Committees to further its aim of
strengthening diversity and the range of expertise as well as
After each meeting, the Chairman of the Audit & Risk Committee
increasing the proportion of female and non-French members. At
provided a detailed report of the Committee’s work, proposals and
its meeting in December 2016, it reviewed the Company’s
recommendations to the Board of Directors. The Chairman also
compliance with the AFEP-MEDEF Code and analyzed the results
presented the Committee’s recommendations, findings and/or
of the evaluation of the Board and its Committees. It also
observations on the annual and interim financial statements at the
submitted an action plan to the Board in this respect.
Board meeting at which these financial statements were adopted.
This is also the case for reports that may be presented by the The Chairman of the Nomination & Compensation Committee
Audit & Risk Committee on specific issues at the request of the reports in detail to the Board of Directors on its work, opinions,
Board of Directors. proposals and recommendations and informs it of all matters
which seem problematic or which require a decision.
Strategy Committee
The Strategy Committee has adopted a set of Internal Regulations
that describe its role, resources and operation. It is primarily
responsible for examining and providing the Board of Directors
with its opinion and recommendations regarding the preparation
and approval of the Group’s strategy, its budget and amended
budgets as well as any planned acquisitions and disposals,
particularly those submitted for prior authorization by the Board
of Directors in accordance with article 1.1 of the Board’s Internal
Regulations.

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Report of the Chairman of the Board of Directors

Limitations placed on the powers of the Chief Executive Officer by the Board of Directors
The Board of Directors’ Internal Regulations, which were updated ● acquisitions or disposals of Company real estate or other
on May 20, 2015, define the respective roles of the Board of assets,
Directors, the Chairman of the Board of Directors and the Chief
● acquisitions or disposals of shareholdings or business assets,
Executive Officer, and also set limitations on the powers of the
Chief Executive Officer. ● partnership agreements involving an investment of the
aforementioned amount.
In addition to the decisions that legally require prior approval of
the Board of Directors, prior approval of the Directors is also For the purposes of this section, “intragroup” transactions are
required for the following decisions of the Chief Executive Officer: transactions between entities owned directly or indirectly by
the Company;
(i) approval of the annual budget;
(x) all debt, financing or off-balance sheet commitments
(ii) any introduction by the Company of stock option or free
entered into by the Company representing an annual
share plans and any award of stock purchase or subscription
aggregate or transaction amount of over €50 million, other
options or free shares to the Group’s Management
than:
Committee;
● transactions subject to the prior approval of the Board of
(iii) any implementation of a procedure provided for in Book VI of
Directors pursuant to the law (sureties, endorsements and
the French Commercial Code or any equivalent procedure
guarantees) or in accordance with the Board's Internal
relating to the Company or to French or foreign subsidiaries
Regulations of the Board of Directors, and
that represent more than 5% of the Group’s Adjusted
Operating Profit (AOP); ● intragroup financing between Group companies held directly
or indirectly by the Company, including capital increases and
(iv) any substantial change to the corporate governance rules
decreases, current account advances provided that the
relating to internal control, as set out in article L. 225-37 of
planned intragroup financing transaction is not designed to
the French Commercial Code;
settle the liability of the entity concerned;
(v) any purchase of shares in the Company, besides purchases
(xi) any approval given by the Company to directly or indirectly
made within the framework of a liquidity agreement
controlled companies to carry out an operation such as
previously approved by the Board of Directors;
referred to in points (ix) and (x) above;
(vi) any decision to initiate a procedure with the aim of listing on
(xii) the granting of any pledge to guarantee the commitments
a regulated market or withdrawing such listing for any
entered into by the Company for an amount exceeding
financial instrument issued by the Company or one of its
€5 million per commitment;
subsidiaries;
(xiii) the introduction of mandatory or discretionary profit-sharing
(vii) any implementation of an authorization from the
schemes at Company or Group level;
Shareholders’ Meeting resulting immediately or over time in
an increase or reduction in share capital or the cancellation (xiv) in the event of any dispute, carrying out any transaction with
of shares in the Company; a net impact on the Group (after insurance) in excess of
€10 million;
(viii) notwithstanding the powers vested in the Shareholders’
Meeting by law and the by-laws, any appointment, dismissal, (xv) hiring/appointments, removals/dismissals and annual
renewal or termination of the term of office of Statutory compensation of members of the Management Committee;
Auditors, including those in any French or foreign subsidiaries
with equity as per the consolidated financial statements of (xvi) any major strategic transactions or any transactions likely to
over €50 million; have a material effect on the economic, financial or legal
situation of the Company and/or Group not provided for in
(ix) any transactions referred to in the sections above, with the the annual budget.
exception of those carried out as part of an intragroup
reorganization, whenever the amount of each such These limitations on the powers of the Chief Executive Officer are
transaction exceeds €10 million and provided that the valid internally but cannot be enforced against third parties in
transaction was not authorized during the annual budget accordance with the provisions of article L. 225-56-I, paragraph 3
approval process: of the French Commercial Code.

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 Corporate governance
Report of the Chairman of the Board of Directors 3
Rules and principles adopted by the Board of Directors for determining the compensation and
benefits in-kind awarded to Corporate Officers
Directors’ compensation Details of compensation paid to Directors in 2016 are provided in
table 3 of section 3.3.3 – Standardized tables in accordance with
The annual maximum amount of Directors’ fees that can be the recommendations of the AFEP-MEDEF Code.
awarded to members of the Board was set at €700,000 at the
Shareholders’ Meeting of October 18, 2016. The total amount Compensation of the Chief Executive Officer
paid in respect of 2016 was €700,000. and the Chairman of the Board of Directors
Directors’ fees were awarded taking into account the attendance At its meeting of February 24, 2016, and acting on the
of Directors at Board and Committee meetings. In order to comply recommendation of the Nomination & Compensation Committee,
with the recommendations of the AFEP-MEDEF code, the method the Board of Directors approved the rules and principles applicable
for awarding Directors’ fees was changed by the Board of in 2016 to the compensation and benefits in-kind awarded to
Directors at its meeting of December 11, 2014 to make the Didier Michaud-Daniel, Chief Executive Officer.
variable portion primarily dependent on attendance.
This compensation has a fixed portion and a variable portion.
In 2016, Directors’ fees were allocated on the following basis:
The variable portion of the Chief Executive Officer’s compensation
has two components:
Directors
● fixed fee of €12,000 per Director; ● a quantitative component linked to achievement of targets for
adjusted operating profit (AOP) and net cash generated from
● attendance: €1,750 per Board of Directors’ meeting. operating activities, as per the budget; and
● a qualitative component linked to the achievement of individual
Committee chairs
qualitative targets.
● fixed fee of €20,000 and €40,000 for the dual Audit & Risk
Committee; Frédéric Lemoine, Chairman of the Board of Directors from
November 5, 2013 to March 8, 2017, decided to waive all
● attendance: €1,500 per Committee meeting. compensation for his position as Chairman besides his Directors’
fees.
Committee members
● fixed fee of €5,000 per member;
Details of the principles and rules adopted, in accordance with the
recommandations of the AFEP-MEDEF Code, in compliance with
3
AFEP-MEDEF Code recommendations for determining the
● attendance: €1,500 per Committee meeting.
compensation and benefits in-kind awarded to the Chief
The balance was allocated among all of the Board members Executive Officer and the Chairman of the Board of Directors,
according to the percentage of the aggregate award initially along with details of compensation paid in 2016, are provided in
allocated, on the basis described above. section 3.3 – Executive Officers’ compensation in this chapter.
The Chief Executive Officer does not collect Directors’ fees for the
corporate offices held in Group companies.

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Report of the Chairman of the Board of Directors

3.2.3 Internal control and risk management procedures

Organization and general approach to internal control and risk management

Executive Management These audits are aimed at analyzing and verifying that
management and reporting rules are duly applied, as well as
Group Executive Management ensures that internal control reviewing the quality of the internal control environment. The
objectives are set, particularly with respect to the control main procedures and cycles covered are:
environment, risk assessment and management, internal control
processes, reliable financial information and Group business ● compliance with the Group’s Code of Ethics;
management, based on the principles and organization previously ● sales and accounts receivable;
defined by the Board of Directors.
● purchasing and accounts payable;
Internal control as implemented within Group companies is based
on the following principles: ● Human Resources;
● recognition of the full accountability of the management of ● cash management; and
Group companies; ● financial statement closing procedures and reporting.
● regular financial reporting system; At the time of each audit assignment, the financial performance of
● monitoring of relevant indicators by the different Group the Group’s businesses is reviewed to ensure the consistency of all
departments; and the financial information produced by the audited entity. The audit
reports are sent to the managers of the operating entities and to
● regular and occasional reviews of specific items as part of a their superiors, the central operating departments and Group
formal or one-off process. Executive Management. Where appropriate, audit reports set out
However, adaptations have been made to this general framework on short- and medium-term corrective action plans for improving the
the basis of the following criteria: control environment.

● a flexibility criterion to allow the management of Group The Internal Audit department systematically monitors
companies to fully exercise their responsibilities; and implementation of the action plans drawn up following Internal
Audit assignments through a dedicated software program
● a simplicity criterion so that the internal control process continues accessible to the audited departments, and gives Executive
to be aligned with the size of the companies within the Group. Management a monthly progress update on the implementation
of recommendations.
Audit & Risk Committee
In accordance with article L. 823-19 of the French Commercial Code, Central departments
the Audit & Risk Committee is chiefly responsible for monitoring the The implementation of internal control procedures is the
process of preparing financial information, the effectiveness of responsibility of the central departments in their respective areas
internal control and risk management systems, and the of expertise, i.e., Legal, Risk & Compliance, Human Resources,
independence of the Statutory Auditors. Finance and Management Control, Quality and Technical.
After each meeting, the Chairman of the Audit & Risk Committee ● The Legal, Risk & Compliance department provides advice and
prepares a detailed report of the Committee’s work, proposals and assistance for any legal, risk and compliance issues affecting the
recommendations for the Board of Directors. Group. It helps review calls for tender, major contracts and
Details of the work of the Audit & Risk Committee during 2016 mergers and acquisitions, and analyzes or supervises Group
are provided in the section 3.2.2 – “Board’s Committees” in this litigation as necessary. In close cooperation with operational
chapter. staff and the Group’s Technical and Quality departments, the
Legal, Risk & Compliance department helps identify the main
risks associated with the Group’s activities and circulates the
Internal Audit Group’s risk management policies and procedures. It is
responsible for taking out the Group’s professional liability and
The role of the Internal Audit and Acquisitions Services property and casualty insurance policies. It also defines,
department is to perform audits, principally financial audits, in the implements and supervises the Group’s Compliance Program,
various entities of the Group. The entities to be audited are which includes the Code of Ethics, internal application
selected at the time of preparing the annual audit plan which is procedures, related training and regular internal and external
discussed with Executive Management and validated by the Audit audits.
& Risk Committee. They are chosen primarily based on the risks
identified, the resulting financial implications and previous internal ● The Human Resources department circulates the evaluation
or external audits. and compensation policies applicable to Group managers and
ensures that all Group employees are compensated and
assessed on the basis of objective, predefined criteria.

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 Corporate governance
Report of the Chairman of the Board of Directors 3
● The Finance department consolidates all of the Group’s Internal control and risk management
financial information and manages the necessary
reconciliations. It ensures that Group standards and
frameworks are strictly applied, including the Group
Financial and accounting information
Management Manual (GMM). In this respect, it defines a series In order to implement internal control procedures relating to the
of procedures, tools and references intended to guarantee the production of financial and accounting information, the Group
quality and consistency of information provided (management refers to:
reporting, financial statements). In particular, monthly reviews
of results of operations, the net cash position and consolidation ● external standards including all national accounting laws and
data allows financial and accounting information to be regulations based on which Group entities prepare their
continually monitored and checked for consistency on a financial statements. The Group prepares its consolidated
centralized basis. financial statements under International Financial Reporting
Standards (IFRS); and
● The Technical Risks and Quality department defines and
oversees the Group’s quality management system. It ensures ● internal standards consisting of the Group’s organization
that the various divisions put in place measures to verify that manual and general quality procedures and the Group
procedures are duly applied. The Quality department is also Management Manual (GMM) which covers all financial,
responsible for assessing client satisfaction. accounting and tax procedures.

The Technical departments within the operating divisions are The role of the Finance department is to provide reliable
responsible for drawing up the technical risk management policy information and pertinent analyses in a timely manner and to act
and verifying the technical quality of services provided, the as an expert with respect to financial and financing issues within
technical qualification of organizations and operators and the the Group.
application of technical guidelines and methodologies rolled out The department is responsible for setting standards, consolidating
by the Group. Each department relies on local networks to results, managing cash and particularly hedging and exchange rate
circulate procedures and verify that they are duly applied among risks, managing tax issues and supervising credit risks. It also acts
operating entities. They are tasked with auditing the operating as a motivating force in certain improvement initiatives, such as
entities, defining any corrective actions required and ensuring that the development of shared service centers or global purchasing.
these actions are implemented. These local networks may be
shared by more than one department, particularly as regards The Finance department is assisted by a network of Finance
officers across the Group. These report to the heads of operating
3
technical issues, quality and technical risk management.
departments and from a functional standpoint, to the Group Chief
Financial Officer.
Internal control procedures
Subsidiaries operating in different countries are responsible for
Bureau Veritas has adopted the general principles of the AMF’s implementing the policies, standards and procedures defined by
Reference Framework and has put in place a system that allows the Group.
to cover all of the Group's subsidiaries.
The budget process is structured in a way that enables objectives
The aim is to provide them with a tool that they can use for to be set at the level of business units. The resulting budget is
internal control self-assessment and identify areas of therefore a highly effective oversight tool that can be used to
improvement. closely monitor monthly activity at the level of each
In compliance with the aforementioned AMF Reference country/business. This monthly control of results from operations,
Framework, three yearly self-assessment questionnaires on the net cash position and consolidation data enables Executive
internal control are used: Management to effectively monitor the Group’s financial
performance.
● two questionnaires are used at head office level and for certain
cross-functional areas: one covers the general principles of The Group has also defined internal rules and procedures designed
internal control, while the other concerns financial and to safeguard assets, prevent and identify fraud, and ensure that
accounting internal control more specifically, and in particular accounting information is reliable and presents a true and fair view
how the finance and accounting functions are organized at of the business.
central level, intended for Finance and support departments;
and Acquisitions Services
● one questionnaire covering the processes relating to the The Internal Audit & Acquisitions Services department also
preparation of financial and accounting information is provides coordination and integration assistance on acquisitions.
completed by Group’s operating entities. This role is formally set down in a series of procedures known as
This yearly self-assessment is designed to ensure the compliance the Post Merger Integration Plan (PMIP), which is structured and
with the accounting principles defined in the Group Management updated around the following areas: Finance, Human Resources,
Manual (GMM). It also allows the quality of existing control Communication, Legal, Risk & Compliance, Quality, Information
processes to be assessed and the requisite corrective measures to Systems and IT.
be implemented where necessary. Where appropriate, the Internal Audit and Acquisitions Services
Like any control system, it cannot provide an absolute guarantee department assists the operating groups responsible for
that all risks have been eliminated. integration and liaises with all head office support functions as
part of a continuous improvement approach which builds on the
experience acquired during each past operation.

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Managing risk and monitoring litigation Each operating group defines the organization it has put in place
to achieve the Group’s objectives, in order to:
The Group’s risk management policy is focused on the prevention
of professional civil liability suits for damages relating to a ● identify disputes from the outset;
product, system or facility in respect of which the Group’s entities ● make sure that the relevant insurers are informed of any
had provided services. litigation claims;
Risks are managed through a structured risk management ● organize an effective management approach regarding the
organization rolled out within the Group’s different operating defense of the Group’s interests; and
groups. This organization is based on two cross-functional
networks and their respective departments: the Legal, Risk & ● allow a centralized follow-up of significant litigation by the
Compliance department and the Technical Risks and Quality Legal, Risk & Compliance department.
departments. The Group’s policy of centralizing its professional civil liability and
The broad range of local operations and the need to give property and casualty insurance through global programs
managerial autonomy to operational staff have led to the facilitates the control environment and reporting.
introduction of a global risk prevention strategy, which has been
formally set down and rolled out to each division and operating Monitoring accreditations – role of Technical
Group.
departments
The Group regularly prepares and updates the risk maps with help
from the Group’s divisions in order to identify and quantify the Bureau Veritas holds a large number of licenses to operate
main risks and improve existing risk management procedures. (accreditations, authorizations, delegations of authority, etc.)
Specific, detailed action plans are then drawn up by the divisions which may be issued by national governments, public or private
and implemented by operating staff. Cross-functional initiatives, authorities, and national or international organizations as
mainly relating to technical standards, monitoring regulations and appropriate.
global insurance programs, are also defined and implemented Each of the Group’s divisions has put in place a dedicated
across the Group. organization for managing and monitoring these accreditations on
The operating groups also prepare targeted risk analyses when a centralized basis. The accreditations are regularly audited by the
new business activities are launched or when the Group responds authorities concerned.
to calls for tender, assisted by the Technical and Quality The aim of the Technical departments is to ensure that the
departments and the Legal, Risk & Compliance department. services provided by each Group entity are carried out in
In addition, the Group is in the process of identifying the financial compliance with Bureau Veritas procedures, particularly
risks relating to climate change, in particular those relating to management of conflicts of interest, as regards the application of
energy consumption at the Group's laboratories and fuel technical guidelines and methods defined by the Group, and in
consumption by employees during work-related travel. accordance with the regulatory or private terms of reference of
the accrediting organization.
Within its networks, the Group’s operational risk management
policy aims to increase the number and specialization of technical The Group has implemented an operating organization for which
centers. The Group wishes to develop “Bureau Veritas” technical the degree of centralization depends on the business:
standards that can be applied throughout the world, while ● in businesses that are managed globally and that offer similar
satisfying the requirements of countries that apply the most services (Marine & Offshore, Certification, Consumer Products
stringent regulations. and Government Services), the Technical departments are
Application of the risk management policy and the continual centralized and provide the procedures and rules to be applied
changes in services that the Group is asked to provide requires the throughout the world;
commitment of local networks and risk management officers on ● in businesses that are managed locally and provide their
all fronts (technical, quality, legal and compliance), thereby services based on local technical standards, local Technical
ensuring that they work together to reduce the risks of departments specify the methods to be applied in their
professional civil liability claims against the Group. The goal is to country/region under the aegis of a central Technical
share the risk management approach and its objectives with department.
operating teams, along with the information needed to take
decisions consistent with the objectives set by the Board of The various Technical departments use a structured network of
Directors. technical officers in each division and each year perform a certain
number of technical audits to ensure that procedures are
The Group has also put in place procedures to enable twice-yearly complied with and that the rules defined by the Group and the
assessments of litigation in conjunction with operating groups, the methodologies defined locally are respected.
Legal, Risk & Compliance department and the Finance
department.
Quality and ISO certification
The procedure for monitoring litigation is covered in the risk
management policy. It describes the methods for managing The Quality department is responsible for implementing and
litigation which require coordination between heads of operating managing a quality system that supports the operating and
entities, the operating groups, and the Legal, Risk & Compliance functional entities in their aim to continually improve the
department. processes that these entities have put in place to meet their
clients’ needs. These procedures have been certified to ISO 9001
by an independent and international body.
To this end, the Quality department has a structured network of
Quality managers around the world and at central level.

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Report of the Chairman of the Board of Directors 3
Human Resources mostly e-learning – training module for all staff, now available in
16 languages. The Compliance Program is rolled out by a
The Group’s Human Resources (HR) department ensures that dedicated network of Human Resources managers. A regular
manager compensation and evaluation policies are consistent and reporting system has been put in place under the supervision of
fair, while taking into account any particular characteristics of the this network, which monitors the number of employees trained in
local environment. The process of managing the performance of the Compliance Program each quarter. The aim is to cover 100%
managers is defined by the Group, which verifies that it is of staff.
deployed across the network. This ensures that managers are
evaluated and compensated according to known, objective The Group’s Ethics Committee, whose members are appointed by
criteria. The Group’s HR department has put in place career the Board of Directors, comprises the Chief Executive Officer, the
management processes to foster the emergence of high-potential Chief Financial Officer and the Group Compliance Officer. This
employees and help staff development in general. Committee deals with all of the Group’s ethical issues and
supervises the implementation of the Compliance Program.
All data relating to these Group HR processes are managed in an
integrated software package. The Group Compliance Officer uses a network of Compliance
Officers who act as intermediaries in the Group’s operating
Changes in the total payroll are managed by the Group. These are groups.
analyzed every year as part of the budget process to ensure that
any risks related to increases in personnel costs are mitigated. Key In the operating groups, each unit manager is responsible for the
indicators such as the attrition rate are monitored regularly by the application of the Compliance Program by the staff under his/her
Group HR department and action plans are implemented in authority, and is supervised and managed by the heads of the
conjunction with the network of HR managers. operating groups to which he/she reports. For this purpose, it is
the responsibility of each operating group head to provide a copy
of the Code of Ethics to his/her staff, to oversee their training and
Compliance Program inform them of their duties in simple, practical and concrete
terms, and to leave them in no doubt that any failure to comply
The Group’s active risk management policy is underpinned by a
with the Code of Ethics will constitute a serious breach of their
series of values and ethical principles that are shared by all
professional obligations.
employees. In 2003, Bureau Veritas, a member of the International
Federation of Inspection Agencies (IFIA), adopted a Code of Ethics Any alleged breach of the Code of Ethics must be brought to the
applicable to all of the Group's employees. attention of the Group Compliance Officer who draws up a related
In compliance with IFIA requirements, this Code of Ethics sets
forth the ethical values, principles and rules on which Bureau
Veritas wishes to base its development and growth and to build
file and informs the Ethics Committee of any serious failure to
comply with the Code of Ethics so that the necessary measures
can be taken. An internal or external audit is carried out and,
3
depending on the findings, sanctions may be imposed, including
relationships of trust with its clients, staff and commercial
the possible dismissal of the employees in question.
partners.
Internal and external audits are conducted each year on the
Bureau Veritas assisted in the roll-out of its Code of Ethics by
application of and compliance with the principles of the Code of
putting in place the Compliance Program, a special ethics-focused
Ethics, and a statement of compliance is issued by an independent
program of which it is an integral component, and ensures that the
audit firm and sent to the IFIA’s Compliance Committee.
program is effectively deployed and monitored.
A detailed description of the Compliance Program appears in
The Code of Ethics and the Compliance Program aim to
section 2.2.1 – “Ethics: an absolute” of this Registration document.
strengthen (i) anti-corruption procedures, (ii) the training and
awareness of all employees as regards the Group’s Code of Ethics These measures are designed to prevent any actions that are
and the Compliance Program and (iii) implementation of the incompatible with the Group’s ethical principles.
procedures.
Although the Group endeavors to be vigilant in this regard, no
The Compliance Program includes an updated version of the Code guarantee can be given that these measures are, or have been,
of Ethics now available in 32 languages, a manual of internal complied with in all circumstances.
procedures translated into 11 languages, and a compulsory –

Changes in internal control and risk management procedures

In the next few years, the Group will aim for better coordination In terms of risk management, the Group will continue its efforts to
and integration between different stakeholders, covering Internal continually adapt the risk maps in line with changes in its
Audits, external financial audits, quality audits, health and safety businesses and in the Group’s organization.
audits, audits by accreditation authorities and technical audits.

3.2.4 Conditions for participating in Shareholders’ Meetings

Any shareholder is entitled to participate in Shareholders’ Meetings under the conditions provided for by law.
The conditions governing participation in Shareholders’ Meetings are set out in article 26 of the By-laws. A summary of these rules is given
in Chapter 6 – Information on the Company and the capital of this Registration document.

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Report of the Chairman of the Board of Directors

3.2.5 Issues likely to have an impact in the event of a public offer

As far as the Company is aware, no agreement has been concluded between the shareholders that may restrict the transfer of shares and
the exercise of voting rights.
Details of the capital structure are set out in Chapter 6 – Information on the Company and the capital of this Registration document.
The clauses regarding a change of control defined in the Company’s financial documentation are set out in Chapter 4 – Management report
of this Registration document.

3.2.6 Statutory Auditors’ report, prepared in accordance with

Article L.225-235 of the French Commercial Code, on the
report prepared by the Chairman of the Board of Directors of
Bureau Veritas
For the year ended December 31, 2016
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 should be read in conjunction with, and construed in accordance with, French law and professional auditing
standards applicable in France.
To the Shareholders,
In our capacity as Statutory Auditors of Bureau Veritas, and in accordance with Article L.225235 of the French Commercial Code (Code de
commerce), we hereby report to you on the report prepared by the Chairman of your Company in accordance with Article L.22537 of the
French Commercial Code for the year ended December 31, 2016.
It is the Chairman’s responsibility to prepare, and submit to the Board of Directors for approval, a report describing the internal control and
risk management procedures implemented by the Company and providing the other information required by Article L.225-37 of the French
Commercial Code in particular relating to corporate governance.
It is our responsibility:
● to report to you on the information set out in the Chairman’s report on internal control and risk management procedures relating to the
preparation and processing of financial and accounting information; and
● to attest that the report sets out the other information required by Article L.22537 of the French Commercial Code, it being specified
that it is not our responsibility to assess the fairness of this information.
We conducted our work in accordance with professional standards applicable in France.

Information concerning the internal control and risk management procedures relating to the
preparation and processing of financial and accounting information
Professional standards require that we perform procedures to assess the fairness of the information on internal control and risk
management procedures relating to the preparation and processing of financial and accounting information set out in the Chairman’s
report. These procedures mainly consisted of:
● obtaining an understanding of the internal control and risk management procedures relating to the preparation and processing of
financial and accounting information on which the information presented in the Chairman’s report is based, and of the existing
documentation;
● obtaining an understanding of the work performed to support the information given in the report and of the existing documentation;
● determining if any material weaknesses in the internal control procedures relating to the preparation and processing of financial and
accounting information that we may have identified in the course of our work are properly described in the Chairman’s report.
On the basis of our work, we have no matters to report on the information given on internal control and risk management procedures
relating to the preparation and processing of financial and accounting information, set out in the Chairman of the Board’s report, prepared in
accordance with Article L.22537 of the French Commercial Code.

Other information
We attest that the Chairman’s report sets out the other information required by Article L.22537 of the French Commercial Code.
Neuilly-sur-Seine and Paris-La Défense, March 15, 2017
The Statutory Auditors

PricewaterhouseCoopers Audit ERNST & YOUNG Audit

Christine Bouvry Nour-Eddine Zanouda

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 Corporate governance
Executive officers’ compensation 3
3.3 Executive officers’ compensation
This section describes the Company’s compensation policy for special components of the total compensation and benefits in kind
Corporate Officers in application of article L. 225-37-2 of the that may be granted to the Corporate Officers of Bureau Veritas.
French Commercial Code.
The compensation policy for the Corporate Officers is set by the
The policy is based on a set of principles and criteria for Board of Directors acting on the recommendation of the
determining, allocating and awarding the fixed, variable and Nomination & Compensation Committee.

3.3.1 Chief Executive Officer compensation policy

The compensation policy for the Chief Executive Officer of Bureau ● a termination payment linked to occupying a corporate office.
Veritas is set by the Board of Directors acting on the This payment is restricted in time and is subject to performance
recommendation of the Nomination & Compensation Committee. conditions.
This policy is reviewed and discussed by the Board of Directors A balance must be achieved between each component of the
every year, and meets the following objectives: compensation package. However, an emphasis is placed on the
shareholding component (stock purchase option and performance
● to attract and retain a candidate whose profile matches the
shares).
global market on which the Group operates;
There are no provisions for supplementary pension benefits
● to reward the achievement of ambitious annual objectives;
(defined benefit or defined contribution).
● to make the payment of long-term compensation contingent on
The Chief Executive Officer is entitled to a company car and is
the achievement of objectives in the best interests of

●
shareholders and all stakeholders more generally;
to have competitive compensation packages relative to those
eligible for the same benefit plans as the Group’s other executive
officers and employees. 3
offered by the Group’s French and international counterparts.
Proportionality and consistency
In accordance with the recommendations of the AFEP-MEDEF
The policy, mechanisms and levels of compensation awarded to
Code, the Nomination & Compensation Committee considered the
the Chief Executive Officer are consistent with the Group’s other
principles described below when issuing recommendations to the
executive officers and managers.
Board of Directors for compensation systems that are in line with
the Group’s values. Each year, the Nomination & Compensation Committee reviews
and assesses the appropriateness of the compensation packages
and particularly the criteria relating to the award of variable
compensation for the coming year.
General principles
To do so, it considers:
The compensation policy for the Chief Executive Officer is based
● the Group’s long-term objectives;
on the following general principles:
● the creation of shareholder value;
Balance and clarity ● the market benchmarking conducted each year with the
assistance of an external consultant based on French and
The Chief Executive Officer’s compensation consists of four international companies;
elements, each linked to a specific objective:
● the recommendations of the applicable Governance Code
● an annual fixed portion (basic salary) that acknowledges the (AFEP-MEDEF Code).
importance and scope of the position. Each year, this is
compared with the practices of French and international
companies with comparable challenges, characteristics and Simplicity and understandability
environments;
The rules governing the Chief Executive Officer’s compensation
● an annual variable portion, consisting of quantitative and are simple.
qualitative components. The variable portion recognizes the
achievement of demanding, formal yearly objectives and is Each year, the Nomination & Compensation Committee
reviewed each year by the Nomination & Compensation recommends quantitative performance criteria and specific levels
Committee, which in turn makes a recommendation to the of objectives to the Board of Directors. The criteria and levels
Board of Directors; selected are consistent with those of the strategic plan:

● long-term incentive plan (stock purchase option and ● adjusted operating profit and net cash flows from operating
performance share awards) aligned with shareholders' best activities (annual variable portion), adjusted operating profit
interests, the implementation of which is subject to approval of and adjusted operating profit/revenue ratio (stock purchase
the corresponding resolutions at the Shareholders Meeting and options and performance shares);
to the decision of the Board of Directors;

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Executive officers’ compensation

● the annual individual qualitative objectives are recommended Long-term incentive plan
to the Board of Directors by the Nomination & Compensation
Committee, as follows: Bureau Veritas’ long-term incentive policy is determined by the
● criteria relating to the Group’s strategic, commercial and Board of Directors acting on recommendations of the
technological development; Nomination & Compensation Committee in the context of
resolutions adopted by the Ordinary and Extraordinary
● the Group’s organization, the management and development Shareholders’ Meeting. This policy concerns the consideration
of high-potential employees and succession planning for key offered if ambitious growth objectives are met. It is directly
management positions. aligned with shareholders’ best interests and the achievement of
For confidentiality reasons, the degree of attainment needed for objectives in line with Bureau Veritas’ strategic plan.
these criteria to be considered to have been met cannot be This policy is designed to attract, retain and motivate
disclosed, although it has been defined in detail. high-performing employees who play an important role in the
Group’s long-term performance within Bureau Veritas and
throughout the world. The policy includes a long-term incentive
Fixed portion plan which is granted annually in the same calendar periods and
comprises a stock purchase option and/or performance share
The Chief Executive Officer’s basic salary was determined in award.
relation to the scope of the position and the practices of French To align the best interests of all Group executive officers with
and international groups with similar revenue, market Company strategy, and in compliance with the AFEP-MEDEF code,
capitalization and challenges to Bureau Veritas. these awards are conditional on meeting the short- and
Each year, with the assistance of a specialized firm, the position of medium-term objectives derived from the strategic plan and
the Chief Executive Officer’s compensation, along with the relating to the creation of shareholder value in the medium term
compensation of key management personnel, is verified using (three to five years). Currently, the performance conditions for
specific grids. stock subscription or purchase options and performance shares
are the extent to which the adjusted operating profit (AOP) target
has been met for the year of the award and the operating margin
(adjusted AOP/revenue ratio) target for the next two financial
Annual variable portion years. Depending on the extent to which these objectives are
achieved, the Chief Executive Officer may exercise/vest between
The annual variable portion of the Chief Executive Officer’s 0% and 100% of the options/shares awarded.
compensation represents 100% of the fixed portion if all the
The lock-up period is three years for stock subscription and
quantitative and qualitative objectives are met in full.
purchase options and the vesting period is three years followed by
At January 1, 2016, the variable portion consisted of a a mandatory holding period of two years for performance shares.
quantitative portion and a qualitative portion. Starting in 2016, the plans have a three-year vesting period and
no holding period.
The quantitative portion represents 60% of this variable portion,
of which 50% is based on meeting the adjusted operating profit No discount is applied to the award.
(AOP) target and 10% on meeting the target for net cash flows
The Chief Executive Officer formally undertakes not to use
from operating activities.
hedging instruments on the options, on the shares resulting from
When determining the variable portion of the Chief Executive the exercise of options, or on the performance shares throughout
Officer’s compensation, the extent to which the Group’s Adjusted his term of office.
Operating Profit (AOP) target has been met, at the budgeted rate
Pursuant to articles L. 225-185 and L. 225-197-1 of the French
and excluding non-budgeted acquisitions, is assessed as follows:
Commercial Code, and in accordance with the provisions of the
● if actual AOP is less than or equal to 90% of budgeted AOP, the AFEP-MEDEF Code, the Chief Executive Officer is required to
bonus paid for this objective is 0%; retain in registered form at least 50% of the shares resulting from
the exercise of these options and at least 50% of the performance
● if actual AOP is equal to budgeted AOP, the bonus paid for this shares vested until the expiration of his corporate office within the
objective is 100%; Group.
● if actual AOP is greater than budgeted AOP, a coefficient is
then applied based on the following example: budgeted AOP
101% achieved = application of a 105% coefficient; Deferred commitments
● if actual AOP is between 90% and 100% of budgeted AOP, the
bonus paid for this objective is calculated on a proportional basis. In accordance with the recommendations of the AFEP-MEDEF
code, the Chief Executive Officer does not have an employment
The extent to which the objective for net cash flow from operating contract and his compensation is linked entirely to his corporate
activities has been met is assessed in the same way. office.
If the objectives for the quantitative portion are exceeded, the The deferred commitment package awarded to the Chief
variable portion is capped at 150% of the target variable portion Executive Officer is limited to a termination benefit relating to his
(i.e., 150% of the fixed portion). corporate office, which is paid if he is forced to leave the
The qualitative portion represents 40% of this variable portion and Company, except in the case of proven misconduct.
is based on the achievement of formal individual objectives The benefit is equal to no more than the total fixed and variable
(criteria relating to the Group’s, strategic, commercial and compensation received in the 12 months preceding the
technological development, organization, talent management and termination of his term of office, plus the amount of his latest
development, and succession planning for key Group roles). It is variable compensation (the "Target Amount"). Pursuant to article
assessed at between 0% and 100%, depending on the extent to L. 225-42-1 of the French Commercial Code, payment is
which these individual objectives have been met, and cannot
exceed 100%.

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 Corporate governance
Executive officers’ compensation 3
contingent on a performance condition linked to the level of The Board of Directors determines whether the required
margin achieved by the Company (the "Margin") in each of the two performance condition has been met at the time of termination,
financial years preceding the termination of his term of office. The prior to any payment.
margin is calculated as the ratio of adjusted operating profit (AOP)
No benefit is paid if the Chief Executive Officer leaves of his own
to revenue, before tax.
accord. Similarly, the benefit is not payable in order to exercise
Details of the performance condition are provided in table 10 in rights to retirement or if the termination is as a result of proven
section 3.3.3 and in Chapter 6, section 6.10 of this Registration misconduct.
document.

3.3.2 Compensation policy for the Chairman of the Board of

Directors
Compensation policy until March 8, 2017 Compensation policy as of March 8, 2017
The compensation due or awarded to the Chairman of the Board Starting on March 8, 2017, the compensation due or awarded to
of Directors for the period January 1 to March 8, 2017 consists the Chairman of the Board of Directors includes a fixed
entirely of Directors' fees, and thus excludes any and all types of compensation component and Directors’ fees, but excludes any
fixed and variable compensation, benefits in kind, stock options and all variable compensation, benefits in kind, stock options and
and performance shares. performance shares.
The Chairman of the Board is not eligible for any pension scheme, The Chairman of the Board is not eligible for any pension scheme,
termination benefit or non-competition indemnity. termination benefit or non-competition indemnity.

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Executive officers’ compensation

3.3.3 Components of the Chief Executive Officer’s 2016

compensation subject to shareholder's approval at the Annual
Shareholders’ Meeting on May 16, 2017
Compensation for 2016
Amounts or accounting
valuation submitted to a
  vote Details
Fixed €900,000 At the Board of Directors’ meeting of February 21, 2016, acting on the recommendation of the
compensation Nomination & Compensation Committee, the gross annual fixed compensation and the target
Target variable €900,000 variable compensation of the Chief Executive Officer were each set at €900,000.
compensation
Annual variable €825,000 At its meeting of February 21, 2016, the Board of Directors considered the Nomination &
compensation Compensation Committee’s recommendations concerning the Chief Executive Officer’s variable
compensation.
Given the quantitative and qualitative criteria adopted by the Board at its February 25, 2015
meeting and the actual results at February 21, 2016, variable compensation for 2015 was set at
€825,000.
Deferred N/A No deferred variable compensation.
variable
compensation
Multi-annual N/A No multi-annual variable compensation.
variable
compensation
Extraordinary N/A No extraordinary compensation.
compensation
Stock purchase €1,975,000 (carrying Award of 240,000 stock purchase options and 80,000 performance shares as part of annual awards
options, amount) to senior management (14th and 15th resolutions of the Ordinary and Extraordinary Shareholders’
performance Meeting of May 17, 2016).
shares and any The award is subject to meeting two performance conditions:
other long-term
compensation ● 2016 Adjusted Operating Profit (AOP);
● 2017 and 2018 adjusted operating margin (AOP/revenue).
These awards represent 0.05% and 0.02%, respectively of the share capital of Bureau Veritas.
The extraordinary award approved in July 2013 for a target amount of 800,000 performance shares
over nine years was amended in March 2016. The two first tranches remain unchanged, contingent
on a total shareholder return (TSR) of over 10% per annum. The performance condition for the third
tranche, which represents 90% of the total award, is based on the TSR determined by comparing (i)
a Company share price of €19, with (ii) the average opening price of the Company’s share on
Euronext Paris during the 60 trading days preceding and the 30 trading days following the
publication of 2020 results, with the possibility of extending this period by one year. If the TSR as
determined at the end of the performance period is at least 15%, the beneficiary may vest all of the
shares in the tranche at the end of the vesting period. If the TSR is between 10% and 15%, the
number of shares that may vest will be determined by linear interpolation. If the TSR is equal to 10%,
the beneficiary may vest 50% of the shares in the tranche at the end of the vesting period. If the TSR
is between 7% and 10%, the number of shares that may vest will be determined by linear
interpolation. If the TSR is equal to 7%, the beneficiary may vest 20% of the shares in the tranche at
the end of the vesting period. If the TSR is below 7%, no shares in the tranche will vest.
Directors’ fees N/A Didier Michaud-Daniel does not receive Directors’ fees.
Benefits in-kind €18,000 A company car is made available to Didier Michaud-Daniel and he is entitled to the same benefit
plans as the Group’s other executive officers and employees.
Termination No payment As part of the commitment authorized by the Board of Directors of February 22, 2012 and approved
payments by the Ordinary Shareholders’ Meeting of May 31, 2012 (6th resolution), based on the Statutory
Auditors’ special report of March 21, 2012, Didier Michaud-Daniel was entitled to a termination
benefit equal to 12 months of fixed and variable compensation.
Non-competition N/A Didier Michaud-Daniel is not entitled to a non-competition indemnity.
indemnity
Supplementary N/A Didier Michaud-Daniel is not entitled to a supplementary pension scheme.
pension scheme

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 Corporate governance
Executive officers’ compensation 3
3.3.4 Compensation policy for the Chief Executive Officer and
Chairman of the Board of Directors in respect of 2017,
subject to shareholder approval at the Annual Shareholders'
Meeting on May 16, 2017
The general principles of the compensation policy applied to the Chief Executive Officer and Chairman of the Board of Directors are
presented in sections 3.3.1 and 3.3.2 of this chapter.
The payment in 2018 of the variable and special compensation components awarded for 2017 and described below is subject to the
approval of the Ordinary Shareholders' Meeting of the compensation components awarded to the Corporate Officer concerned, pursuant to
article L. 225-100 of the French Commercial Code.
Chief Executive Officer's compensation for 2017
On the recommendation of the Nomination & Compensation 40% of the variable component, relate to the ramp-up of the
Committee, the Board of Directors approved the components of 2020 strategic plan (organization and human resources,
the Chief Executive Officer's compensation at its meeting on marketing & sales, digitalization and operating excellence). In light
February 23, 2017. For 2017, his annual fixed compensation has of the above, the Chief Executive Officer’s fixed compensation has
been maintained at €900,000. As in previous years, the annual not changed since 2015.
variable portion of the Chief Executive Officer’s compensation
In accordance with article L.225-100, paragraph 11 of the French
represents 100% of the fixed portion if all the quantitative and
Commercial Code, the payment of the Chief Executive Officer’s
qualitative objectives are met in full. The quantitative criteria
annual variable portion with respect to 2017 is contingent on
account for 60% of the target bonus and have been adjusted to
shareholder approval of his compensation components at the
introduce a growth objective (25%) in addition to the targets for
Ordinary Shareholders’ Meeting to be held in 2018.
adjusted operating profit (25%) and net cash generated from
operating activities (10%). The qualitative criteria, representing

Chairman's compensation for 2017

Frédéric Lemoine, Chairman of the Board of Directors until As of March 8, 2017, the Chairman of the Board of Directors will
3
March 8, 2017, decided to waive all compensation for his position be awarded Directors’ fees and fixed annual compensation in an
as Chairman besides his Directors’ fees. amount of €220,000. He will not be eligible for any variable
compensation, benefits in kind, stock options or performance
Acting on the recommendation of the Nomination &
shares.
Compensation Committee, at its meeting on March 8, 2017 the
Board of Directors set the components which are now applicable
to the Chairman’s compensation.

3.3.5 Standardized tables in accordance with the recommendations

of the AFEP-MEDEF Code

Table n° 1: Table summarizing the compensation, options and shares awarded to each
Corporate Officer

Didier Michaud-Daniel,
Chief Executive Officer
(in €) 2016 2015
(a)
Compensation due in respect of the financial year (detailled in table 2) 1,478,175  1,737,320
Valuation of stock options awarded during the financial year (detailled in table 4) 563,200 (b) 660,000 (b)
Valuation of the performance shares awarded during the financial year (detailled in table 6) 1,411,800 (b) 1,319,200 (b)
TOTAL 3,453,175 3,716,520
(a) Variable compensation due in respect of 2016 was set by the Board of Directors on February 23, 2017 acting on the recommendation of the Nomination &
Compensation Committee.
(b) The amounts in the table above reflect the fair value of options and shares for accounting purposes in accordance with IFRS.

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3 Corporate governance
Executive officers’ compensation

Table n° 2 : Table summarizing the compensation paid to each Corporate Officer

Didier Michaud-Daniel, Chief Executive Officer

(in €) 2016 2015
  due paid due paid
Fixed compensation 900,000 900,000 900,000 900,000
Variable compensation 560,175 (a) 825,000 825,000 (a) 617,000
Contractual profit-sharing (incentive plan) - - - -
Statutory profit-sharing - - - -
Directors’ fees - - - -
Benefits in-kind 18,000 18,000 12,320 12,320
TOTAL 1,478,175 1,743,000 1,737,320 1,529,320
(a) Variable compensation due in respect of 2016 was set by the Board of Directors on February 23, 2017 acting on the recommendation of the Nomination &
Compensation Committee.

Table n° 3 : Table on Director’s fees and other compensation received by non-Executive

Corporate Officers
The table below shows Directors’ fees paid to members of the Board of Directors by Bureau Veritas and by any Group company for 2015
and 2016:

Directors’ fees, awarded for 2015, Directors’ fees, awarded for 2016,
Members of the Board of Directors (in euros) paid in 2016 paid in 2017
Aldo Cardoso 83,750 105,909 
Frédéric Lemoine 53,250 70,607
Stéphane Bacquaert 38,250 45,742 
Stéphanie Besnier - 9,936 (a)
Patrick Buffet 36,750 50,304 
Claude Ehlinger - 9,936 (a)
Nicoletta Giadrossi 31,750 50,607 
Ieda Gomes Yell 58,250 76,668 
Siân Herbert-Jones - 29,236 (b)
Pierre Hessler 64,250 85,456 
Pascal Lebard 35,000  50,607
Philippe Louis-Dreyfus 30,250 13,795 (c)
Jean-Michel Ropert 44,250 51,196 
Lucia Sinapi-Thomas 39,500 50,001 
Total 515,250 700,000 (d)

(a) Note that Stéphanie Besnier and Claude Ehligner were appointed as Directors at the Combined Ordinary and Extrraordinary Shareholders' Meeting
of October 18, 2016.
(b) Note that Siân Herbert-Jones was appointed as Director at the Combined Ordinary and Extraordinary Shareholders' Meeting of May 17, 2016.
(c) Philippe Louis-Dreyfus’ term of office expired at the Combined Ordinary and Extraordinary Shareholders’ Meeting of May 17, 2016.
(d) The annual amount of Directors’ fees awarded to members of the Board of Directors was set at €700,000 by the Shareholders’ Meeting of October 18, 2016.

Long-term incentive policy

As part of its compensation policy, Bureau Veritas awards stock 1,312,400 stock purchase options), equivalent to approximately
purchase and subscription options and performance shares to a 0.55% of the share capital.
certain number of staff in the Group around the world. The Board
The maximum number of stock purchase options and performance
of Directors’ meeting of June 21, 2016 decided to award stock
shares granted to the Corporate Officer is detailed in the tables
purchase options and performance shares to Group employees.
below.
The award concerned 600 Group employees, corresponding to a
total of 2,444,050 shares (1,131,650 performance shares and

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 Corporate governance
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Table n° 4 : Stock subscription or purchase options awarded during 2016 to each Executive
Corporate Officer by the issuer and by any company of the Group

Valuation of the
options according
to the method
used for the
Nature of the consolidated Number of options
Name of No. and date of the options (purchase financial awarded during
Corporate Officer plan or subscription) statements the financial year Exercise price Exercise period
Didier Stock purchase 06/21/2019 to
Michaud-Daniel 06/21/2016 options €563,200 240,000 €19.35 (a) 06/21/2026
(a) The exercise price was set at €19.35, corresponding to the average undiscounted opening price during the 20 trading days preceding the date of the award.

The amounts indicated correspond to the fair value of options for accounting purposes in accordance with IFRS. As a result, they are not the
actual amounts that could arise if these options were exercised.
It should be recalled that these awards are subject to: may be exercised. If the AOP recorded for the 2016 financial
year is between the minimum level and intermediate level,
● a minimum period of service – the departure of the beneficiary
the number of options that may be exercised will be between
leads to the cancellation of all such rights; and
0% and 62.5%. If the AOP recorded is between the
● two performance conditions: intermediary level and the maximum level, the number of
options that may be exercised will be between 62.5% and
● Adjusted Operating Profit (AOP) for 2016: 100% and will be determined by linear interpolation.
If the AOP is less than or equal to the minimum level, then ● adjusted operating margin for 2017 and 2018 (ratio of
none of the options awarded may be exercised by the adjusted operating profit to revenue):
beneficiary. If the AOP recorded for 2016 is equal to the
intermediate level, then 62.5% of the options awarded may If the adjusted operating margin for either 2017 or 2018 is
be exercised. If the AOP recorded for 2016 is greater than or
equal to the target level, then 100% of the options awarded
less than the target level set by the Board of Directors at the
time of the award, no performance shares can be vested. 3
Table n° 5 : Stock subscription or purchase options exercised during 2016 by each Executive
Corporate Officer
The Corporate Officer did not exercise any options during 2016.

Table n° 6 : Performance shares awarded during 2016 to each Corporate Officer

Valuation of the shares

according to the
Number of shares method used for the
Name of Executive No. and date of awarded during the consolidated financial
corporate officer the plan year statements Vesting date Availability date
Didier Michaud-Daniel 06/21/2016 80,000 €1,411,800 06/21/2019 N/A
Minimum period of Performance conditions: depending on the degree to which the Adjusted Operating Profit (AOP)
service, performance target for 2016 and the ajusted operating margins for 2017 and 2018 are met, the beneficiary
conditions and could vest between 0% and 100% of the shares awarded according to the same principle as for the
holding requirement aforementioned stock purchase option awards.
Minimum period of service: a three-year vesting period has been set during which the beneficiary
must remain as Corporate Officer.

Table n° 7 : Performance shares that have become available during 2016 for each Executive
Corporate Officer
A total of 88,000 performance shares became available to the Corporate Officer during 2016.

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3 Corporate governance
Executive officers’ compensation

Table n° 8 : Past awards of stock subscription or purchase options

Information on stock subscription or purchase options (b)

Date of Shareholders’ Meeting 05/22/2013 05/20/2015 05/17/2016
Date of the Board of Directors’ meeting 07/16/2014 07/15/2015 06/21/2016
Total number of shares able to be subscribed or purchased 1,261,200 1,344,000 1,312,400
Total number of shares able to be subscribed or purchased
by the Corporate Officer: Didier Michaud-Daniel 240,000 240,000 240,000
Starting date for the exercise of options 07/16/2017 07/15/2018 06/21/2019
Expiration date 07/16/2022 07/16/2025 06/21/2026
Subscription or purchase price €20.28 (a) €20.51 (a) €19.35 (a)
Number of shares subscribed or purchased at December 31, 2016 - -  - 
Total number of stock subscription or purchase options canceled or
lapsed at December 31, 2016 489,673 95,750 12,000
Stock subscription or purchase options remaining at December 31,
2016 771,527 1,248,250 1,300,400
(a) The stock subscription or purchase option price corresponds to the average undiscounted opening price during the last 20 trading days preceding the date of the
award.
(b) The number of options and the stock subscription or purchase option prices were revised following the June 2013 capital increase and share split.

Table n° 9 : Past awards of performance shares

Information on performance share awards

Date of Shareholders’ Meeting 05/22/2013 05/22/2013 05/20/2015 05/17/2016
Date of the Board of Directors’ meeting 07/22/2013 07/16/2014 07/15/2015 06/21/2016
Total number of shares awarded 800,000 1,291,600 1,136,200 1,131,650
Total number of shares awarded to the Corporate Officer:
Didier Michaud-Daniel 800,000 80,000 80,000 80,000
Vesting date 06/21/2017 or 07/22/2017 or 7/16/2018 or
06/22/2022  07/22/2018 7/15/2019 06/21/2019
(b) (a) (a) (a)
Performance conditions
End of retaining period 07/21/2021 or
07/21/2022 07/16/2019 07/15/2020
Number of vested shares at December 31, 2016 - - -  - 
Total number of shares canceled or lapsed at December 31, 2016 80,000 461,187 85,230 20,800
Remaining performance shares at December 31, 2016 780,000 826,365 1,048,998 1,110,850
(a) At the end of the vesting period, the number of shares issued to each beneficiary depends on the level of Adjusted Operating Profit (AOP) achieved for the
financial year in which the award is made and the operating margin (adjusted operating profit/revenue ratio) recorded by the Company for the following two
financial years. The principle for defining the levels of attainment are the same as those used for the free share plan of July 22, 2013.
(b) The number of shares issued to each beneficiary at the end of the vesting period depends on the level of total shareholder return (TSR) achieved and measured
over three performance periods, corresponding to three tranches. For the first and second tranches, if the TSR as determined at the end of the first year of the
applicable performance period for each tranche is at least 15%, the beneficiary may vest all of the shares in the tranche at the end of the vesting period. If the
TSR as determined at the end of the first year of the applicable performance period is between 10% and 15%, the number of shares that may be vested will be
determined by linear interpolation. If the TSR is below 10%, no shares in the tranche will be vested in respect of this first year and the applicable performance
period will be extended by an additional year. There will be a second calculation at the end of the second year of the applicable performance period to enable the
beneficiary to vest all or part of 50% of the shares in the tranche. The performance condition for the third tranche, which represents 90% of the total award, is
based on the TSR determined by comparing (i) a Company share price of €19, with (ii) the average opening price of the Company’s share on Euronext Paris during
the 60 trading days preceding and the 30 trading days following the publication of 2020 earnings, with the possibility of extending this period by one year. If the
TSR as determined at the end of the performance period is at least 15%, the beneficiary may vest all of the shares in the tranche at the end of the vesting period.
If the TSR is between 10% and 15%, the number of shares that may vest will be determined by linear interpolation. If the TSR is equal to 10%, the beneficiary
may vest 50% of the shares in the tranche at the end of the vesting period. If the TSR is between 7% and 10%, the number of shares that may vest will be
determined by linear interpolation. If the TSR is equal to 7%, the beneficiary may vest 20% of the shares in the tranche at the end of the vesting period. If the TSR
is below 7%, no shares in the tranche will vest. A nine-year vesting period has been set during which the beneficiary must remain as Corporate Officer, followed by
a mandatory two-year holding period.

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 Corporate governance
Executive officers’ compensation 3
Table n° 11:

Benefits or advantages due or

likely to be due as a result of
Supplementary termination or change of Non-competition
Employment contract pension scheme corporate office indemnity
Corporate Officers Yes No Yes No Yes No Yes No
Didier Michaud-Daniel √ √ √ √
Chief Executive Officer
Term of office start and end dates:
See page 97.

In 2016, Didier Michaud-Daniel was entitled to a termination The payment of the indemnity was based on achieving the
indemnity subject to a performance condition in respect of his performance condition, materialized by a margin (management
corporate office, representing 12 months of gross compensation operating profit (REG) ratio/revenue) of more than 15% for the
(fixed and variable compensation) in the event that his first financial year preceding his departure. No indemnity was due
employment is terminated by the Company (except in the case of if the margin was less than 15%. The entire indemnity was due if
gross negligence, serious misconduct or force majeure) in the five the margin exceeded 15%. No payment could be made until the
years following the date on which he took up his position. It is Board of Directors recorded that this performance condition had
calculated based on the average monthly fixed and variable been achieved.
compensation in the 12 calendar months prior to his departure.
No benefit is paid if he leaves of his own accord or to exercise
rights to retirement.

Compensation of Wendel Corporate Officers holding a directorship in the Company

Pursuant to article L. 225-102-1, paragraph 2, of the French
Commercial Code, as the Company is controlled by a company
whose shares are admitted for trading on a regulated market, the
corporate office duties of Bureau Veritas) that each Corporate
Officer of the Company received during 2016 from (i) the
Company, (ii) the companies it controls and (iii) the Company or
3
amount of compensation and benefits in-kind (as well as the companies that control it within the meaning of article L. 233-16
amount of compensation, indemnities or benefits due or likely to of the French Commercial Code, is indicated below.
be due in the event of the take-up, termination or change of

Corporate Officers of the Company holding a corporate office at Wendel

In the years ended December 31, 2015 and December 31, 2016, Frédéric Lemoine, Chairman of the Management Board of Wendel, was
awarded the following compensation and benefits:

2016 2015
Gross fixed
compensation Directors’ fees and
(excluding Variable other Benefits Total Total
(in euros) Directors’ fees) compensation compensation (a) in-kind compensation compensation
Frédéric Lemoine
Chairman of the
Management Board 960,535 1,050,120 264,022 12,407 2,287,084 2,237,662
(a) Including Directors’ fees paid in respect of their positions as Director of Bureau Veritas, details of which are provided in Table 3 in this section.

Mr. Frédéric Lemoine’s fixed remuneration and targets to be Corporate Officers of the Company holding
achieved to qualify for the variable portion are approved each year salaried positions at Wendel
in February for that year by the Supervisory Board of Wendel,
based on and after consideration of the proposal of the Stéphane Bacquaert, Associate Director, Stéphanie Besnier, Senior
Governance Committee, which makes its recommendation for the Director and Claude Ehlinger, Associate Director, held salaried
total amount of remuneration with reference to market practices positions within the Wendel group in 2016.
for listed companies and investment companies in Europe. The
They were appointed members of the Company’s Board of
amount of variable remuneration is set in accordance with the
Directors on the basis of Wendel’s indirect control of the Company
results obtained in the year just ended, measured by objective
(see section 3.1.1 – Board of Directors of this Registration
criteria. Directors’ fees are included in the total compensation.
document).
Stéphane Bacquaert, Stéphanie Besnier and Claude Ehlinger hold
no other corporate office in the Bureau Veritas Group and receive
no benefit or compensation of any kind other than the Directors’
fees paid by the Company (see Table 3 in this section).

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3 Corporate governance
Executive officers’ compensation

These Directors’ fees represent a minority of the payments and benefits in kind they receive in connection with their salaried positions
within the Wendel group.

3.3.6 Service agreements involving Corporate Officers or Directors

and Bureau Veritas or one of its subsidiaries
At the date of filing this Registration document, there were no service agreements between Corporate Officers or Directors and the
Company or its subsidiaries providing for any benefits.

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 Corporate governance
Interests of Executive Corporate Officers, Directors and certain employees 3
3.4 Interests of Executive Corporate
Officers, Directors and certain
employees
3.4.1 Interests of Executive Corporate Officers and Directors in the
capital
At December 31, 2016, the interests of Executive Corporate Officers and Directors in the capital of Bureau Veritas were as follows:

Executive Corporate Officer Number of shares Percentage of capital

Didier Michaud-Daniel 249,200 nm

Didier Michaud-Daniel, Chief Executive Officer, holds A detailed description of stock purchase and subscription plans is
1,110,720 stock purchase options awarded under the July 18, provided in section 3.4.4 – Stock subscription and purchase
2012, July 22, 2013, July 16, 2014, July 15, 2015 and June 21, options of this chapter.
2016 plans.

Directors Number of shares Percentage of capital

Aldo Cardoso
Frédéric Lemoine
Stéphane Bacquaert
12,000
1,200
1,200
nm
nm
nm
3
Stéphanie Besnier 1,200 nm
Patrick Buffet 1,200 nm
Claude Ehlinger 1,200 nm
Nicoletta Giadrossi 1,200 nm
Ieda Gomes Yell 1,200 nm
Siân Herbert-Jones 1,200 nm
Pierre Hessler 1,200 nm
Pascal Lebard 1,200 nm
Jean-Michel Ropert 4,000 nm
Lucia Sinapi-Thomas 2,000 nm

3.4.2 Transactions executed by the management on Company

shares
To the best of the Company’s knowledge, and according to the declarations made to the AMF, transactions executed on Company shares by
the management and persons mentioned in article L. 621-18-2 of the French Monetary and Financial Code (Code monétaire et financier) during
2016 were as follows:

Description of
Nature of the Transaction Transaction the financial
Name Capacity transaction date Unit price (€) amount (€) instrument
Claude Ehlinger Director Acquisition 11/09/2016 16.85 20,220.00 Shares
Stéphanie Besnier Director Acquisition 11/14/2016 16.82 20,184.00 Shares
Siân Herbert-Jones Director Acquisition 11/15/2016 17.00 20,400.00 Shares

To the best of the Company’s knowledge, the following transactions were executed on Company shares by the management and persons
mentioned in article L. 621-18-2 of the French Monetary and Financial Code between the end of 2016 and the date of this Registration
Document were as follows:

Description of
Nature of the Transaction Transaction the financial
Name Capacity transaction date Unit price (€) amount (€) instrument
Jean-Michel Ropert Director Acquisition 02/27/2017 17.80 32,040.00 Shares

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3.4.3 Performance shares

Date of the Shareholders’ Meeting 05/27/2011 05/22/2013 05/22/2013
Grant date 07/18/2012 07/22/2013 07/22/2013
Number of shares awarded (adjusted) 1,643,800 1,346,700 800,000
Total maximum number of Company shares to which the shares awarded 1,643,800 1,346,700 800,000
grant (adjusted)
Number of shares vested 1,414,718 519,991 -
Number of shares canceled 229,082 194,487 80,000
Number of shares awarded and not yet vested - 632,222 720,000
Total number of shares that can be vested by Corporate Officers - 88,000 720,000
Total number of shares that can be vested by the top ten employee 187,200 146,000 -
grantees
Expiration of vesting period 07/18/2016 or 07/22/2017 or 06/21/2021 or
07/18/2015 for 07/22/2016 for 06/21/2022
employees of a French employees of a French
company company
Duration of the retaining period starting from the transfer of ownership None except for two None except for two 2 years
of the shares years for employees of a years for employees of a
French company French company
Vesting conditions Presence and Presence and Presence and
performance (a) performance (a) performance (b)
Share price on the grant date (€) 18.05 21 21
Value of one share (€) 15.718 17.49 5.773
(a) Details of free share plans are provided in Table 9 of section 3.3.3.
(b) Details of the extraordinary grant of performance shares are provided in Table 9 of section 3.3.3.

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 Corporate governance
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05/22/2013 05/20/2015 05/17/2016 Total
07/16/2014 07/15/2015 06/21/2016  
1,291,600 1,136,200 1,131,650 7,349,950
1,291,600 1,136,200 1,131,650 7,349,950

4,048 1,972 - 1,940,729

461,187 85,230  20,800 1,070,786
826,365 1,048,998  1,110,850 4,338,435
51,920 78,320 80,000 1,018,240
146,000 158,000 147,000 784,200

07/16/2018 or 07/16/2017 for 07/15/2019 or 07/15/2018 for 06/21/2019 -

employees of a French company employees of a French company

None except for two years for None except for two years for None -
employees of a French company employees of a French company

Presence and performance (a) Presence and performance (a) Presence and performance (a) -

19.88 20.79  19.39 -

15.67 16.49  17.65 -
3

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3.4.4 Stock subscription and purchase options

Date of the Shareholders’ Meeting 06/18/2007 06/18/2007 06/18/2007 06/18/2007 05/27/2011
Plan date 06/09/2008 07/03/2009 07/23/2010 07/23/2010 07/18/2011 (a)
Number of shares concerned by stock 549,600 1,066,000 540,000 436,800 714,000
subscription options awarded (adjusted)
Total maximum number of Company 549,600 1,066,000 540,000 436,800 714,000
shares to which the options awarded
grant (adjusted)
Number of options exercised 394,800 739,600 420,000 232,800 296,000
Number of options canceled 49,200 60,400 - - 36,000
Number of stock options awarded and 105,600 266,000 120,000 204,000 382,000
in force
Total number of shares that can be - 480,000 540,000 - -
subscribed/purchased by Corporate
Officers
Total number of shares that can be 354,000 399,970 - 403,820 414,000
subscribed/purchased by the top ten
employee grantees
Start of the option exercise period 06/09/2011 07/03/2012 07/23/2013 07/23/2013 07/18/2014
Option expiration date 06/09/2016 07/03/2017 07/23/2018 07/23/2018 07/18/2019
Subscription/purchase price adjusted at 9.590 8.750 11.580 11.580 14.420
date of this Registration document (€)
(a) Stock purchase option plans.

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05/27/2011 05/27/2011 05/22/2013 05/22/2013 05/20/2015 05/17/2016 Total
(a) (a) (a) (a) (a) (a)
12/14/2011  07/18/2012  07/22/2013  07/16/2014  07/15/2015  06/21/2016   
260,000 1,346,400 1,240,800 1,261,200 1,344,000 1,312,400 10,071,200

260,000 1,346,400 1,240,800 1,261,200 1,344,000 1,312,400 10,071,200

176,580 78,952 - - - - 2,607,940

4,940 17,654 72,827 824,509 66,000  12,000 912,823
78,480 1,249,794 1,167,973 1,252,200 1,278,000  1,300,400 6,550,437

255,060 240,000 240,000 240,000 240,000  240,000 2,390,820

- 411,080 414,770 438,000 474,000  455,000 3,764,640

12/14/2014 07/18/2015 07/22/2016 07/16/2017 07/15/2018  06/21/2019 -

12/14/2019 07/18/2020 07/22/2021 07/16/2022 07/15/2025  06/21/2029 -
13.280 17.540 21.010 20.280 20.510 19.35 -

 
3

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3 Corporate governance
Interests of Executive Corporate Officers, Directors and certain employees

Options granted during 2016

AGGREGATE INFORMATION

Number of options
  Plan awarded Exercise price (€)
Stock purchase option plan 06/21/2016 1,312,400 19.35
TOTAL 1,312,400

Information on the executive officers can be found in section 3.3-Executive officers’ compensation of this Registration document.

Options exercised during 2016

AGGREGATE INFORMATION

Number of options
  Plan exercised Exercise price (€)
Stock subscription option plan 06/09/2008 105,600 9.59
Stock subscription option plan 07/03/2009 32,000 8.75
Stock subscription option plan 07/23/2010 12,000 11.58
Stock purchase option plan 07/18/2011 14,000 14.42
Stock purchase option plan 07/18/2012 105,608 17.54
Stock purchase option plan 07/22/2013 0 21.01
TOTAL 269,208

Information on the executive officers can be found in section 3.3 - Executive officers’ compensation of this Registration document.

Stock subscription or purchase options awarded to the top ten employee grantees
(excluding Corporate Officers) and options exercised by the latter

Total number of options

awarded/shares subscribed
Nature of the options or purchased Weighted average price
Options granted during the year by the issuer and by any company within
the scope of the award to the ten employees of the issuer and of any
company within this scope awarded the highest number of options
(aggregate information) 455,000 €19.35
Options granted by the issuer and by the companies referred to above, 51,600 (a) €9.59
exercised during the year by the ten employees of the issuer or its 12,000 (b)
€11.58
subsidiaries having subscribed to or purchased the highest number of
options (aggregate information) 14,000 (c) €14.42
19,208 (d) €17,54
(a) Stock subscription option plan of June 9, 2008.
(b) Stock subscription option plan of July 23, 2010.
(c) Stock subscription option plan of July 18, 2011.
(d) Stock subscription option plan of July 18, 2012.

3.4.5 Potential impact of shares giving access to Company capital

At December 31, 2016, a total of 546,000 shares would be issued Based on the share capital at December 31, 2016, issuing all of
if all Bureau Veritas stock options were to be exercised. Based on the 4,338,435 performance shares awarded would result in a
the number of shares comprising the Company’s share capital at further maximum potential dilution of 0.98%, bringing the total
December 31, 2016 (442,000,000 shares), issuing all of these dilutive effect (stock options and performance shares) to
shares would represent 0.12% of Bureau Veritas’ capital. 4,884,435 shares, or 1.10% of the Company’s capital.

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 4
Management
report
4.1 2016 highlights 134 4.5 Change in segment reporting
for results 147
4.2 Business review and results 135
4.6 Significant changes in financial
4.3 Cash flows and sources of and trading conditions 148
financing 140
4.7 2017 outlook 148
4.4 Events after the end of the
reporting period 146

Components of the Annual Financial Report are identified in this table of contents with the sign

133 Bureau Veritas - 2016 Registration Document

4 Management report
2016 highlights

This report covers the Group’s results and business activities for the year ended December 31, 2016 and was prepared based on the 2016
consolidated financial statements, included in section 5.1 of this Registration document.

4.1 2016 highlights

4.1.1 Growth Initiatives ramp-up, offsetting down-cycle activities
Organic growth was negative 0.6% over the full year including year-on-year for Oil & Gas activities dependent on new
negative 0.3% in the last quarter. This number reflects mixed investments (capex; below 6% of Group revenue) and ii) a
performances by business with notably: mid-single digit decline for upstream-related activities in the
Metals & Minerals segment (now less than 4% of revenue)
● a 1.7 point positive contribution to the Group’s organic growth
despite positive growth in the second half of 2016 thanks to
from the activities under the eight Growth Initiatives
the rebound in Metallurgical testing.
(€80 million of incremental revenue). A strong performance was
achieved in Agri-Food, Building & Infrastructure, Opex and These results support the Group’s emphasis on targeted Growth
Automotive, which positively contributed to the performances Initiatives, and its continuous adjustment of the cost base in
of the Commodities, Certification, Construction, IVS and commodities-related activities (including GSIT), and more recently
Consumer Products businesses. in Marine & Offshore. This led to restructuring charges of
€42.6 million, essentially people- related, with rapid pay back.
● a 1.9 point negative impact on the Group’s organic growth from
declining commodities markets. This includes i) a 20% decline

4.1.2 Nine acquisitions in 2016, all supporting the Growth

Initiatives
In 2016, the Group completed nine acquisitions, representing petrochemicals in the United States (Summit), and in a wide range
€124 million in annualized revenue (or 2.7% of 2016 Group of high value added services for the Marine & Offshore market
revenue). The scope effect was €80.9 million in 2016. (TMC, MAC).
Bureau Veritas carried out a number of bolt-on acquisitions, Other acquisitions carried out in 2016 targeted markets where
simultaneously broadening its services offering to existing clients the Group is currently building its platform. The acquisition of an
and gaining access to new ones in markets where the Group automotive conformity assessment body in China (VEO) and of
already has a significant platform. the leading provider of Agri-Food testing in Australia (DTS),
complemented by a smaller deal in Agri in Brazil (KMA) are further
Positions were strengthened in the Building & Infrastructure
notable steps taken in this process.
market in the United Kingdom (HCD) and in China (Chongqing
Liansheng), in Certification (Cepas), in the Opex services for

4.1.3 Successful bond refinancing

€700 million raised through a 7-year and 10-year non-rated bond issue on August 31, 2016, with coupons of 1.25% and 2% respectively.

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 Management report
Business review and results 4
4.2 Business review and results
(€ millions) 2016 2015 Change
Revenue 4,549.2 4,634.8 (1.8%)
Purchases and external charges (1,340.3) (1,322.9)
Personnel costs (2,349.9) (2,383.9)
Other expenses (249.3) (351.1)
Operating profit 609.7 576.9 +5.7%
Share of profit of equity-accounted companies 0.8 0.8
Net financial expense (86.5) (89.3)
Profit before income tax 524.0 488.4 +7.3%
Income tax expense (188.9) (220.7)
Net profit 335.1 267.7 +25.2%
Non-controlling interests 15.7 12.4
ATTRIBUTABLE NET PROFIT 319.4 255.3 +25.1%

4.2.1 Revenue
Bureau Veritas revenue totaled €4,549.2 million in full-year 2016, down 1.8% year-on-year. This reflects:
● slightly negative organic growth (1) of 0.6%;
● a positive 2.0% impact from changes in the scope of consolidation; and
● a negative 3.2% impact from currency fluctuations related to the unfavorable performance of most emerging market currencies as well
as the pound sterling against the euro.

4.2.2 Operating profit

4
Consolidated operating profit was €609.7 million in 2016, up 5.7% on the figure for 2015 which included negative one-off items reducing
profit. Expenses relating to purchases and personnel costs remained broadly stable year-on-year.

4.2.3 Adjusted operating profit

The Group internally monitors “adjusted” operating profit which management considers more representative of the operating performance
in its business sector. This indicator is also used by most companies in the TIC industry.
Adjusted operating profit is defined as operating profit before income and expenses relative to acquisitions and other non-recurring items.
The table below shows a breakdown of adjusted operating profit in 2016 and 2015.

(€ millions) 2016 2015 Change

Operating profit 609.7 576.9 +5.7%
Amortization of intangible assets resulting from acquisitions 79.5 86.7
Restructuring costs 42.6 20.8
Acquisition and disposals 3.1 0.8
Impairment of goodwill - 90.0
Total non-recurring items 125.2 198.3
ADJUSTED OPERATING PROFIT 734.9 775.2 (5.2%)

(1) Organic growth for 2016 reflects year-on-year revenue growth at constant currency and scope.

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4 Management report
Business review and results

Non-recurring items totaled €125.2 million in the year, compared ● €3.1 million relating mainly to acquisition fees arising on
to €198.3 million in 2015, and comprised: acquisitions carried out in the year.
● €79.5 million in amortization of intangible assets resulting from In 2015, non-recurring items included €90 million in goodwill
acquisitions. This includes accelerated amortization of impairment relating to the Commodities business.
customer relationships in the oil and industry sectors in the
The Group’s operating profit adjusted for non-recurring items fell
Americas region for around €10 million;
by 5.2% to €734.9 million in 2016.
● €42.6 million in restructuring costs recognized in all regions and
Adjusted operating margin expressed as a percentage of revenue
businesses, concerning in particular the Americas and
was 16.2% in 2016, down 55 basis points on 2015. On a constant
businesses exposed to Oil & Gas and Metals & Minerals
currency basis, the adjusted operating margin was down 35 basis
markets;
points on the same year-ago period. This chiefly reflects the
impact of the cyclical oil & gas markets (Industry and GSIT).

4.2.4 Net financial expense

Consolidated net financial expense essentially includes interest on foreign currency transactions and adjustments to the fair value
and amortization of debt issuance costs, income received in of financial derivatives. It also includes the interest cost on
connection with loans, debt securities or equity instruments, or pension plans, the expected income or return on funded pension
other financial instruments held by the Group, and unrealized plan assets and the impact of discounting long-term provisions.
gains and losses on marketable securities as well as gains or losses

CHANGE IN NET FINANCIAL EXPENSE

(€ millions) 2016 2015

Finance costs, gross (92.8) (86.2)
Income from cash and cash equivalents 2.9 6.2
Finance costs, net (89.9) (80.0)
Foreign exchange gains/(losses) 8.7 (3.6)
Interest cost on pension plans (2.8) (2.8)
Other (2.5) (2.9)
NET FINANCIAL EXPENSE (86.5) (89.3)

The Group’s net financial expense totaled €86.5 million in 2016, ● The Group’s foreign exchange gains and losses result from the
compared to €89.3 million in 2015. impact of currency fluctuations on the assets and liabilities of
the Group’s subsidiaries denominated in a currency other than
● The increase in net finance costs to €89.9 million in 2016, up
their functional currency. In 2016, the sharp rise in the US dollar
from €80.0 million in 2015, essentially derives from (i) the
and the euro against several emerging market currencies
increase in average indebtedness owing to the September 2016
generated €8.7 million in foreign exchange gains.
bond issues, partly offset by a decrease in the average interest
rates and (ii) a decrease in income from cash and cash ● The interest cost on pension plans remained stable.
equivalents.

4.2.5 Income tax expense

Income tax expense on consolidated revenue amounted to The effective tax rate adjusted for non-recurring items recorded
€188.9 million in 2016 compared to €220.7 million in 2015. The within operating profit was 34.6%, down 2.4 basis points on 2015.
effective tax rate, corresponding to the income tax expense This primarily reflects the lesser impact of non-recurring items
divided by the amount of pre-tax profit, was 36.0% in 2016 relating to tax disputes in 2016.
compared with 45.2% in 2015.

4.2.6 Attributable net profit

Attributable net profit for the period was €319.4 million versus €255.3 million in 2015. Earnings per share (EPS) came out at €0.73,
compared to €0.58 in 2015.

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 Management report
Business review and results 4
4.2.7 Attributable adjusted net profit
Attributable adjusted net profit is defined as attributable net profit adjusted for other non-recurring items after tax.

CHANGE IN ADJUSTED NET PROFIT

(€ millions) 2016 2015

Attributable net profit 319.4 255.3
EPS(a) (in euros per share) 0.73 0.58
Non-recurring items 125.2 198.3
Tax impact on non-recurring items (35.6) (33.3)
ATTRIBUTABLE ADJUSTED NET PROFIT 409.0 420.3
Adjusted EPS(a) (in euros per share) 0.94 0.96
(a) Calculated using the weighted average number of shares: 437,147,988 shares in 2016 and 437,776,451 shares in 2015.

Attributable adjusted net profit amounted to €409.0 million, a decrease of 2.7% compared to 2015. Adjusted earnings per share came out
at €0.94 versus €0.96 one year earlier.

4.2.8 Results by business

CHANGE IN REVENUE BY BUSINESS

Growth
(€ millions) 2016 2015 (1) Total At constant currencies Organic
Marine & Offshore 391.9 405.3 (3.3)% (0.6)% (2.2)%
Industry
IVS
Construction
900.7
602.5
592.8
1,046.7
598.4
552.2
(13.9)%
0.7%
7.4%
(9.1)%
3.5%
8.5%
(9.7)%
3.5%
1.0%
4
Certification 353.5 344.6 2.6% 6.1% 6.0%
Commodities 833.1 826.5 0.8% 4.8% 2.0%
Consumer Products 629.9 603.2 4.4% 6.5% 3.8%
GSIT 244.8 257.9 (5.1)% (2.4)% (2.4)%
TOTAL GROUP 4,549.2 4,634.8 (1.8)% 1.4% (0.6)%
IVS: In-Service Inspection & Verification.
GSIT: Government Services & International Trade.

CHANGE IN ADJUSTED OPERATING PROFIT BY BUSINESS

Adjusted operating profit Adjusted operating margin

Change (basis
(€ millions) 2016 2015 (1) Change 2016 2015 points)
Marine & Offshore 99.2 107.1 (7.4)% 25.3% 26.4% (110)
Industry 118.0 149.4 (21.0)% 13.1% 14.3% (120)
IVS 82.9 82.7 0.2% 13.8% 13.8% 0
Construction 94.6 85.3 10.9% 16.0% 15.4% +60
Certification 60.3 58.8 2.6% 17.1% 17.1% 0
Commodities 100.5 94.4 6.5% 12.1% 11.4% +70
Consumer Products 155.1 154.9 0.1% 24.6% 25.7% (110)
GSIT 24.3 42.6 (43.0)% 9.9% 16.5% (660)
TOTAL GROUP 734.9 775.2 (5.2)% 16.2% 16.7% (55)

(1) Some reallocations between business lines were made in 2016. 2015 data have been restated to enable better comparability

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4 Management report
Business review and results

Marine & Offshore second half of 2017 the Group should benefit from weaker
prior-year comparative figures and from the positive impact of
Revenue fell 0.6% on a constant currency basis, including 2.2% diversifying its industry exposure and its efforts to strengthen its
negative organic growth and acquisition-led growth of 1.6% foothold on Opex markets.
resulting mainly from the acquisition of TMC in May.
Revenue for the in-service ships segment (59% of 2016 revenue)
declined. The Group saw an increase in the fleet classed in 2016, In-Service Inspection & Verification (IVS)
but was hit by a rise in the number of ships put into lay-up and a
double-digit fall in services for offshore clients. The business delivered organic revenue growth of 3.5% on a
constant currency basis.
At December 31, 2016, the fleet classed by Bureau Veritas was
composed of 11,345 ships (up 0.4% versus December 31, 2015) Growth proved resilient overall in 2016, despite slowing in the
and represented 113.9 million gross tons (up 4.4% on 2015). fourth quarter on the back of a tough comparison basis,
particularly in France (44% of revenue) and the United Kingdom.
Growth in revenue from ships under construction (41% of 2016 The business continued to gain ground in the rest of Europe. North
revenue) slowed sharply in the year, reflecting a particularly American operations (22% of revenue) also saw robust growth,
challenging market for new-builds, especially in Asia. The new with a sharp advance in the United States driven by good sales
order intake for the year represented 1.9 million tons, compared momentum, and in Canada, spurred by a peak in business
to 6.9 million tons one year earlier. following a leak at a pipeline.
2016 was therefore a mixed year, with a decline in new orders for The adjusted operating margin remained stable year-on-year, at
bulk carriers and container ships (together representing 13% of the 13.8%.
fleet classed by Bureau Veritas in terms of number of vessels) over
the past few quarters. The business should continue to grow in 2017, buoyed by
commercial development in selected regions and an increase in
The adjusting operating margin for the year came in at 25.3%, voluntary inspection activities, particularly in Asia. The Group will
down 110 basis points compared to 2015, due mainly to the continue to roll out tools aimed at increasing productivity in its
downturn in new-build activity, which hit shipyards in Asia network and will step up digitalization of its inspections.
particularly hard.
The market should remain morose for bulk carriers and container
ships in 2017, partly offset by better momentum in passenger Construction
ships. The in-service ships segment is expected to prove resilient,
with the exception of the offshore market which is more sensitive Revenue climbed 8.5% on a constant currency basis, including
to fluctuations in oil prices. The regulatory environment will remain organic growth of 1.0% and acquisition-led growth of 7.5%,
supportive, with new regulations on ballast water, MRV and the resulting chiefly from the acquisition of HCD in February and
Inventory of Hazardous Materials (IHM). Chongqing Liansheng in March.
In this setting, Bureau Veritas will continue to pursue its digital The Construction business delivered weak organic growth in 2016,
drive and to roll out high value-added services. reflecting the absence of growth in the Group’s main regions, i.e.
Europe (42% of revenue) and Asia (32% of revenue), more than
offset by an upturn in the Americas. This region was boosted by the
Industry successful expansion in Latin American countries, spurred by
infrastructure projects in Argentina and Chile.
Revenue fell 9.1% on a constant currency basis, including an organic France (37% of revenue) saw its rally put on hold in 2016, with
decline of 9.7% and acquisition-led growth of 0.6% resulting from moderate growth in activities related to new investments which,
the acquisition of US-based Summit in June. despite an acceleration towards the end of the year, was offset by
Oil & Gas capex-related activities (around 25% of revenue) services related to existing assets which were down sharply. This
continued their sharp downward spiral in 2016. The slump was results from an unfavorable comparison basis (favorable regulatory
particularly noticeable in the Americas and in Australia, which saw developments in second-half 2015).
double-digit declines in organic figures. Opex-related activities Revenue in China declined slightly in 2016 owing to the country’s
(22% of revenue) expanded, as the rise in volumes on the back of exposure to the Oil & Gas market, although it posted a
strategic initiatives offset the downward pressure on prices. quarter-on-quarter improvement at the end of the year.
The situation in other markets was mixed, with the termination of The adjusted operating margin widened 60 basis points
a nuclear contract in Argentina weighing on performance. year-on-year to 16.0%, powered by an improved geographical
The adjusted operating margin was 13.1%, a drop of 120 basis mix.
points compared to 2015. The contraction in activities relating to Looking ahead, market trends and the Group’s order book point to
the Oil & Gas segment was partly offset by measures taken to growth in France for 2017. Business is also expected to prove
reduce costs in the worst-affected regions. upbeat in the United States and Asia – particularly China – as
For 2017, with low oil prices leading to a drop in business volumes activities exposed to the Oil & Gas market stabilize and
as well as downward pressure on prices, Bureau Veritas expects a opportunities for diversification into energy and infrastructure
further decline in revenue on an organic basis. However, in the projects develop.

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 Management report
Business review and results 4
Certification Consumer Products
Revenue increased 6.1% on a constant currency basis, including Revenue climbed 6.5% on a constant currency basis, including
organic growth of 6.0%. organic growth of 3.8% and acquisition-led growth of 2.7%,
resulting chiefly from the acquisition of VEO in May.
The segment delivered a strong performance in all major service
categories, with an improved contribution from training activities Textiles (37% of revenue) delivered robust growth in 2016,
and certification schemes for the Agri-Food and Transport spurred by gains in market share and the development of major
segments. The Americas, Asia and the Middle East led the growth programs boosting activities in the Asia region. The timing of the
push, while Europe turned in a more uneven performance, with good Chinese New Year also gave Textiles an added boost at the end of
growth in the United Kingdom and Eastern Europe offsetting a the year.
slowdown in France and Spain.
Toys, Hardlines & Inspections (32% of revenue) remained broadly
The adjusted operating margin remained stable year-on-year, at stable in 2016, with the reduction in Toys offset by better growth
17.1%. in Hardlines and a solid advance in on-site Inspections.
In 2017, Bureau Veritas should benefit from standards and sector Electrical & Electronics (31% of revenue) saw growth accelerate
schemes that were revamped in 2015 and 2016 (ISO 9000, in 2016, more in line with market dynamics, as the negative
ISO 14000, AS 9100 in aeronautics and IATF in automotive), along impact of a key account in the mobile segment was spread over
with new product and service launches in fast-growing segments the full year. Automotive continued to report strong double-digit
such as risk management and personal data. More generally, the growth.
issue of brand protection will add to growth in the Certification
The adjusted operating margin for the year declined 110 basis
business.
points to 24.6%, owing to an unfavorable business mix and
negative currency impact.
In 2017, the business should grow at least in line with 2016, with
Commodities overall performance boosted by good momentum in Textiles and
by developments in SmartWorld and Automotive initiatives.
Revenue climbed 4.8% on a constant currency basis, including
organic growth of 2.0% and acquisition-led growth of 2.8%
resulting from the consolidation of Australia-based DTS in April.
The Oil & Petrochemicals segment (49% of revenue) reported
Government Services & International Trade
robust 3.1% organic growth thanks to gains in market share
Revenue fell 2.4% on a constant currency basis, due solely to the
stemming from the roll-out of services in the network (oil
decline in organic growth.
condition monitoring, marine fuel, etc.) and from new installations.
Government contract business (33% of revenue) was down
Metals & Minerals (33% of revenue) retreated 2.8% on an organic
sharply in 2016, owing to time lags in the contribution of the new
basis. Upstream activities rallied in the second half, buoyed
especially by gold and by Australia. Trade-related activities
reported weak growth in 2016 owing to downward pressure on
“single window” contracts, the termination of certain conventional
contracts, and more generally the impact of lower commodity
prices on volumes as well as the value of imports intended for
4
prices and a less favorable mix. Growth chiefly resulted from
West African countries.
non-ferrous metals.
Verification of Conformity contracts (26% of revenue) were up
Agri-Food (18% of revenue) enjoyed vigorous 9.8% organic
slightly, thanks chiefly to the Group’s presence in East African
growth in 2016, slowing sharply in the fourth quarter owing to
countries. Growth in these countries offset the decline in the Iraqi
harsh weather conditions towards the end of the year and the
program.
termination of a contract in South America.
Automotive operations (27% of revenue) advanced sharply in
The adjusted operating margin for the year gained 70 basis points
2016, while international trade (14% of revenue) dipped slightly.
at 12.1%, up from 11.4% in 2015 thanks to an upswing in
upstream activities. The adjusted operating margin was 9.9% in 2016, down 660 basis
points on 2015 owing to the downturn in business volumes on
The environment should be broadly upbeat for the entire division
contracts with a significant fixed cost base.
in 2017, with less growth disparity between the various segments.
Metals & Minerals should benefit from the rally in commodity Visibility for the business in 2017 remains limited since it is
prices. contingent on commodity price trends as well as the geopolitical
situation of the main countries in which the Group does business.
Automotive will harbor the majority of growth opportunities.

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Cash flows and sources of financing

4.3 Cash flows and sources of financing

4.3.1 Cash flows
(€ millions) 2016 2015
Profit before income tax 524.0 488.4
Elimination of cash flows from financing and investing activities 61.1 60.6
Provisions and other non-cash items 57.9 46.9
Depreciation, amortization and impairment 202.4 293.3
Movements in working capital attributable to operations (37.2) 48.5
Income tax paid (213.8) (231.6)
Net cash generated from operating activities 594.4 706.1
Acquisitions of subsidiaries (189.8) (99.7)
Proceeds from sales of subsidiaries and businesses 0.7 (1.6)
Purchases of property, plant and equipment and intangible assets (156.6) (169.4)
Proceeds from sales of property, plant and equipment and intangible
assets 10.7 3.8
Purchases of non-current financial assets (10.7) (13.7)
Proceeds from sales of non-current financial assets 19.3 6.1
Change in loans and advances granted 1.0 10.5
Dividends received from equity-accounted companies 0.5 -
Net cash used in investing activities (324.9) (264.0)
Capital increase 1.0 11.7
Purchases/sales of treasury shares (42.8) (45.2)
Dividends paid (255.1) (249.7)
Increase in borrowings and other financial debt 742.5 387.1
Repayment of borrowings and other financial debt (35.9) (161.4)
Repayment of amounts owed to shareholders (13.3) (3.9)
Interest paid (86.0) (78.4)
Net cash generated from financing activities 310.4 139.8
Impact of currency translation differences (2.6) (1.8)
Impact of change in accounting policy - -
NET INCREASE IN CASH AND CASH EQUIVALENTS 577.3 300.5
Net cash and cash equivalents at beginning of year 510.8 210.3
NET CASH AND CASH EQUIVALENTS AT END OF YEAR 1,088.1 510.8
o/w cash and cash equivalents 1,094.1 522.9
o/w bank overdrafts (6.0) (12.1)

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Cash flows and sources of financing 4
Net cash generated from operating activities
Net cash generated from operating activities fell 15.8% to €594.4 million. This reflects the decline in earnings and a rise in working capital
requirement.
The change in WCR at year-end corresponds to €37.2 million in uses of funds in 2016, compared to €48.5 million in sources of funds in
2015, mainly owing to more challenging cash generation in slowing operations such as Oil & Gas and Metals & Minerals and, to a lesser
extent, to changes in payment procedures for indirect taxes and social security contributions in France.
Working capital requirement was €454.6 million at December 31, 2016; as a percentage of revenue it moved up to 10.0% from 8.9% at
end-2015.
Free cash flow (net available cash flow after tax, interest expense and acquisitions of property, plant and equipment and intangible assets)
was €362.5 million in 2016, down 15.8% on 2015.

(€ millions) 2016 2015

Net cash generated from operating activities 594.4 706.1
Purchases of property, plant and equipment and intangible assets (156.6) (169.4)
Proceeds from sales of property, plant and equipment and intangible assets 10.7 3.8
Interest paid (86.0) (78.4)
FREE CASH FLOW 362.5 462.1

Purchases of property, plant and equipment and Purchases of property, plant and equipment and intangible assets
intangible assets net of disposals amounted to €145.9 million in the year, compared
to €165.6 million in 2015. The Group’s capex-to-revenue ratio
The Group’s inspection and certification activities are fairly non came out at 3.2% in 2016, compared to 3.6% in 2015.
capital-intensive, whereas its laboratory testing and analysis
activities require investment in equipment. These investments
concern the Consumer Products and Commodities businesses and Interest paid
certain customs inspection activities (GSIT business) requiring Interest paid increased to €86.0 million owing to the pre-financing
scanning equipment and information systems. of the August 2016 bond issue.

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:
4
(€ millions) 2016 2015
Purchase price of acquisitions (181.6) (107.6)
Cash and cash equivalents of acquired companies 9.8 26.4
Contingent price consideration payable in respect of acquisitions in the year 40.1 14.1
Purchase price paid in relation to acquisitions in prior periods (52.3) (30.0)
Impact of acquisitions on cash and cash equivalents (184.0) (97.1)
Acquisition fees (5.8) (2.6)
ACQUISITIONS OF SUBSIDIARIES (189.8) (99.7)

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Cash flows and sources of financing

Acquisitions and disposals of companies Net cash generated from financing activities
The Group carried out nine acquisitions in 2016. A detailed
description of these acquisitions is included in section 4.1 – 2016
Highlights and in Note 12 to the 2016 consolidated financial Capital transactions (capital
statements included in section 5.1 of this Registration document. increases/reductions and share buybacks)
The net financial impact of the acquisitions was €204.7 million, To cover its stock option plans, the Company carried out share
and includes: buybacks net of capital increases in 2016 in an amount of
€41.8 million.
● €189.8 million in respect of acquisitions of subsidiaries;
● €2.3 million in financial debt of acquired companies; Dividends paid
● €13.3 million relating to purchases of non-controlling interests; In 2016, the Group paid out €255.1 million in dividends, including
● €0.7 million relating to the positive impact on disposals of €222.8 million paid by Bureau Veritas SA to its shareholders in
subsidiaries. respect of 2015 (dividend of €0.51 per share).

Financial debt
Gross financial debt on the statement of financial position
increased by €692.5 million at December 31, 2016 compared
with December 31, 2015. This chiefly reflects the 2016
pre-financing of the €500 million bond issue maturing in
May 2017.
Adjusted net financial debt rose by €133.7 million.

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Cash flows and sources of financing 4
4.3.2 Financing
Sources of Group financing ● different tranches of the Schuldschein “SSD” notes
(€287 million); and
● 2012, 2014 and 2016 bond issues (€1.7 billion).
Main sources of financing
Bank financing:
At December 31, 2016, the Group’s gross debt totaled
€3,082.4 million, comprising: ● 2012 syndicated loan (undrawn);

Non-bank financing: ● 2015 USD bank financing carried by Bureau Veritas Holdings,
Inc. (€189.7 million);
● 2008 US Private Placement (€325.9 million);
● other bank debt (€20.2 million);
● 2010 US Private Placement (€184.1 million);
● bank overdrafts (€6 million);
● 2011 & 2014 US Private Placement (€189.7 million);
Other bank debt and accrued interest (€37.5 million).
● 2013 & 2014 US Private Placement (€142.3 million);

The change in the Group’s gross debt is shown below:

(€ millions) 2016 2015

Bank borrowings due after one year 2,492.9 2,311.0
Bank borrowings due within one year 583.5 66.8
Bank overdrafts 6.0 12.1
GROSS DEBT 3,082.4 2,389.9

The table below shows the change in cash and cash equivalents and net debt:

(€ millions) 2016 2015

Marketable securities 668.7 323.9
Cash at bank and on hand 425.4 199.0
Cash and cash equivalents
Gross debt
NET DEBT
1,094.1
3,082.4
1,988.3
522.9
2,389.9
1,867.0
4
Currency hedging instruments 8.1 (4.3)
ADJUSTED NET DEBT 1,996.4 1,862.7

Adjusted net financial debt (net financial debt after currency Covenants
hedging instruments as defined in the calculation of covenants)
amounted to €1,996.4 million at December 31, 2016, compared The majority of the Group’s financing requires compliance with
to €1,862.7 million at December 31, 2015. certain financial covenants and ratios. The Group complied with all
such commitments at December 31, 2016. The commitments can
Marketable securities mainly represent the short-term investment be summarized as follows:
of Bureau Veritas’ cash surpluses at end-2016.
● the first covenant is defined as the ratio of adjusted
consolidated net financial debt divided by consolidated EBITDA
(earnings before interest, tax, depreciation, amortization and
provisions), adjusted over the preceding 12 months for any
acquired entities. The ratio must be below 3.25. At
December 31, 2016, it stood at 2.20.
● the second covenant represents consolidated EBITDA (earnings
before interest, tax, depreciation, amortization and provisions),
adjusted over the preceding 12 months for any acquired entity,
divided by the Group’s net interest expense. The ratio must be
above 5.5. At December 31, 2016, it stood at 10.11.

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Cash flows and sources of financing

Main terms and conditions of financing

2008 US Private Placement
On July 16, 2008, the Group put in place a private placement in the United States (2008 USPP) for USD 266 million and GBP 63 million. The
terms and conditions of this financing are as follows:

Amounts drawn down

Maturity (€ millions) Currency Repayment Interest
July 2018 173.9 GBP & USD At maturity Fixed
July 2020 152.0 GBP & USD At maturity Fixed

This issue was carried out in the form of four senior notes redeemable at maturity. The 2008 Private Placement has been fully drawn down.

2010 US Private Placement

The terms and conditions of this financing (USPP 2010) are as follows:

Amounts drawn down

Maturity (€ millions) Currency Repayment Interest
July 2019 184.1 EUR At maturity Fixed

At December 31, 2016, the 2010 US Private Placement was fully drawn down in euros for a total of €184.1 million.

2011 & 2014 US Private Placement

In 2011, the Group set up an unconfirmed, multi-currency USD 200 million facility with an investor.
The Group confirmed it had drawn down USD 100 million of this facility in 2011 with a ten-year term, and USD 100 million in May 2014
with an eight-year term.

Amounts drawn down

Maturity (€ millions) Currency Repayment Interest
October 2021 94.8 USD At maturity Fixed
May 2022 94.9 USD At maturity Floating

At December 31, 2016, the facility was fully drawn down in US dollars.

2013 & 2014 US Private Placement

In October 2013, the Group set up an unconfirmed, multi-currency facility of USD 150 million with an investor, available for three years.

Amounts drawn down

Maturity (€ millions) Currency Repayment Interest
September 2020 71.2 USD At maturity Floating
July 2022 23.7 USD At maturity Floating
July 2022 47.4 USD At maturity Fixed

At December 31, 2016, the facility was fully drawn down in US dollars.

Schuldschein notes (SSD)

In 2011 and 2012, the Group put in place multi-tranche A new private placement for €200 million was set up in July 2015,
Schuldschein-type private placements on the German market for maturing at five and seven years. The total amount outstanding
a total amount of €193 million, redeemable at maturity. A total of under this facility represented €287 million at December 31,
€92 million of this debt was redeemed in 2015 and €14 million in 2016. The margins on the SSD notes vary depending on the term
2016. of the borrowings.

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Cash flows and sources of financing 4
2012, 2014 and 2016 bond issues
The Group carried out four non-rated bond issues for a total amount of €1.7 billion, including two issues in 2016: a €500 million bond
maturing at seven years and a €200 million bond maturing at ten years. The bonds have the following terms and conditions:

Amounts drawn down

Maturity (€ millions) Currency Repayment Interest
May 2017 500 EUR At maturity 3.750%
January 2021 500 EUR At maturity 3.125%
September 2023 500 EUR At maturity 1.250%
September 2026 200 EUR At maturity 2.000%

Commercial paper 2012 syndicated loan

The Group put in place a commercial paper program to optimize On July 27, 2012, the Group contracted a new five-year revolving
its short-term cash management wherever possible and to limit syndicated loan for €450 million. The loan agreement was
its use of other financing. The maturity of commercial paper is less amended in 2014 to extend the loan’s maturity to April 2019.
than one year. This program is capped at €450 million.
At December 31, 2016, the 2012 syndicated loan had not been
At December 31, 2016, the Group had not issued any commercial drawn down.
paper.

2015 bank financing

The Group set up a USD 200 million bank financing facility for a term of four years.

Amounts drawn down

Maturity (€ millions) Currency Repayment Interest
October 2019 189.7 USD At maturity Floating

At December 31, 2016, the 2015 bank financing facility carried by Bureau Veritas Holdings, Inc. had been fully drawn down in US dollars.

Sources of financing anticipated for future

investments
Ongoing and planned investments
4
The Group estimates that its operations will be able to be fully Main investments in progress
funded by the cash generated from its operating activities. At end-December 2016, the main investments in progress
In order to finance its external growth, at December 31, 2016 the represented €8.9 million and mainly concerned:
Group had sources of funds provided by: ● the Consumer Products division, for a project related to
● available cash flow after taxes, interest and dividends; automotive testing in China (€2.1 million) along with laboratory
extension projects in South-East Asia (€2.0 million) and in the
● cash and cash equivalents; United States (€0.9 million);
● the confirmed amount of €450 million available under the 2012 ● the Commodities division, for laboratory projects relating to Oil
syndicated loan at December 31, 2016. The availability of this markets in China (€1.6 million) and in Southern Europe
facility depends on the Group complying with its covenants. (€0.7 million);
● the GSIT division, in connection with a new “single window”
contract in the Democratic Republic of Congo (€1.6 million).

Main planned investments

The 2017 capital expenditure budget is around €135 million,
below 2016 expenditure (€157 million).

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Events after the end of the reporting period

4.4 Events after the end of the reporting

period
Siemic
On January 18, 2017, Bureau Veritas acquired Siemic, Inc., an American testing and certification body for electrical and electronic
equipment. Established in 2003, Siemic is headquartered at Milpitas in Silicon Valley, and has testing facilities in California and China. It also
has branch offices in Taiwan. The company has almost 100 employees and estimated revenue of €9.5 million in 2016.

Shanghai Project Management

On February 21, 2017, Bureau Veritas completed the acquisition of Shanghai Project Management, a company specialized in mandatory
construction project supervision for infrastructure and non-residential high rise buildings with a leading position in China, in particular in the
Shanghai area. Its revenue for 2015 was around €50 million.

Schutter
On March 2, 2017, Bureau Veritas announced it had acquired Schutter Groep, a provider of Inspection and Testing services to the global
agri-food markets. Headquartered in Rotterdam, Schutter Group has 600 employees in 11 countries and has been providing quality
solutions for nearly 170 years, principally in the field of edible oils and fats, grains, animal feed and bio-fuel. The company generated around
€35 million revenues in 2016.

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Change in segment reporting for results 4
4.5 Change in segment reporting for
results
In 2017, Bureau Veritas changed the segment reporting for its CHANGE IN SEGMENT REPORTING
results to reflect its business approach, focused primarily on end
markets. This approach was adopted in 2016 and resulted in the ● Business Line
merger of the Commodities and Industry & Facilities businesses
within a single Commodities, Industry & Facilities (“CIF”) division Marine & Offshore Marine & Offshore
and in the creation of an Agri-Food segment included within the Industry
Agri-Food
Commodities business. In line with these changes and consistent GSIT & Commodities
with the Group’s new operational organization, as from January 1,
2017 the Group’s reporting will be based on the following six new IVS Industry
operating segments (compared to eight previously): Construction Buildings & infrastructure
1) Marine & Offshore; Certification Certification
Commodities Consumer goods
2) Agri-Food & Commodities;
Consumer goods
3) Industry;
4) Buildings & Infrastructure;
The main changes are as follows:
5) Certification;
● allocation of a large majority of Inspection and In-Service
6) Consumer Products. Verification (IVS) businesses to the Buildings & Infrastructure
segment, with the remaining IVS activities to be reported in
Industry (in light of end markets);
● allocation of GSIT to the Agri-Food & Commodities segment
(with the exception of Automotive which will be reported in
Industry).
The Group considers that this change improves the understanding of its business portfolio.

Data for 2016 presented according to the new segment format are set out below:
4
Organic 2016 adjusted 2016 adjusted
(€ millions) 2016 revenue growth operating profit operating margin
Marine & Offshore 391.9 (2.2)% 99.2 25.3%
Agri-Food & Commodities 1,004.6 0.8% 117.1 11.7%
Industry 1,126.8 (6.8)% 144.4 12.8%
Buildings & Infrastructure 1,034.1 1.5% 158.0 15.3%
Certification 353.5 6.0% 60.3 17.1%
Consumer Products 638.3 3.7% 155.9 24.4%
2016 TOTAL 4,549.2 (0.6)% 734.9 16.2%

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Significant changes in financial and trading conditions

4.6 Significant changes in financial and

trading conditions
None.

4.7 2017 outlook

The global macroeconomic environment is likely to remain volatile be slightly positive with an acceleration in the second half – and
in 2017, with persistent weakness in the oil & gas and shipping an adjusted operating margin of around 16%, among the highest in
markets. Thanks to its diversified portfolio and the ramp-up of its the TIC industry. The Group also expects its cash flow generation
Growth Initiatives, the Group expects organic revenue growth to to improve compared to 2016.

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 5
Financial
statements
5.1 Consolidated financial 5.3 Additional information
statements 150 regarding the Company in view
of the approval of the 2016
5.2 Bureau Veritas SA statutory financial statements 238
financial statements 213

Components of the Annual Financial Report are identified in this table of contents with the sign

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5 Financial statements
Consolidated financial statements

5.1 Consolidated financial statements

Consolidated income statement

(in millions of euros, except per share data) Notes 2016 2015
Revenue 7 4,549.2 4,634.8
Purchases and external charges 8 (1,340.3) (1,322.9)
Personnel costs 8 (2,349.9) (2,383.9)
Taxes other than on income (44.8) (51.3)
Net (additions to)/reversals of provisions 8 (31.7) (25.5)
Depreciation and amortization 13/14 (202.4) (205.1)
Other operating income and expense, net 8 29.6 (69.2)
Operating profit 609.7 576.9
Share of profit of equity-accounted companies 15 0.8 0.8
Operating profit after share of profit of equity-accounted
companies 610.5 577.7
Income from cash and cash equivalents 2.9 6.2
Finance costs, gross (92.8) (86.2)
Finance costs, net (89.9) (80.0)
Other financial income and expense, net 9 3.4 (9.3)
Net financial expense (86.5) (89.3)
Profit before income tax 524.0 488.4
Income tax expense 10 (188.9) (220.7)
Net profit 335.1 267.7
Non-controlling interests 15.7 12.4
NET PROFIT ATTRIBUTABLE TO OWNERS OF THE
COMPANY 319.4 255.3
Earnings per share (in euros):
Basic earnings per share 31 0.73 0.58
Diluted earnings per share 31 0.73 0.58

The notes on pages 155 to 211 are an integral part of the consolidated financial statements.

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 Financial statements
Consolidated financial statements 5
Consolidated statement of comprehensive income

(€ millions) Notes December 2016 December 2015

Net profit 335.1 267.7
Other comprehensive income
Items to be reclassified to profit
Currency translation differences(1) 53.2 (16.9)
(2)
Cash flow hedges (0.8) 0.2
Tax effect on items to be reclassified to profit 10 0.3 (0.1)
Total items to be reclassified to profit 52.7 (16.8)
Items not to be reclassified to profit
Actuarial gains/(losses)(3) (19.1) 6.9
Tax effect on items not to be reclassified to profit 10 3.6 (2.9)
Total items not to be reclassified to profit (15.5) 4.0
Total other comprehensive income/(expense), after tax 37.2 (12.8)
TOTAL COMPREHENSIVE INCOME 372.3 254.9
Attributable to:
owners of the Company 356.4 242.7
non-controlling interests 15.9 12.2
(1) Currency translation differences: this item includes exchange differences arising on the conversion of the financial statements of foreign subsidiaries into euros.
The differences result mainly from fluctuations during the period in the Brazilian real (gains of €27.1 million), pound sterling (losses of €17.1 million), Canadian
dollar (gains of €11.4 million) and Chilean peso (gains of €8.8 million).
(2) The change in cash flow hedges results from changes in the fair value of derivative financial instruments eligible for hedge accounting.
(3) Actuarial gains and losses: the Group recognizes actuarial gains and losses arising on the measurement of pension plans and other long-term employee benefits
in equity. These actuarial differences reflect the impact of experience adjustments and changes in valuation assumptions (discount rate, salary inflation rate and
rate of increase in pensions) regarding the Group’s obligations in respect of defined benefit plans.
The negative amount shown (€19.1 million) relates chiefly to actuarial losses of €16.8 million booked in France.

The notes on pages 155 to 211 are an integral part of the consolidated financial statements.

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5 Financial statements
Consolidated financial statements

Consolidated statement of financial position

(€ millions) Notes December 2016 December 2015

Goodwill 11 1,977.6 1,800.4
Intangible assets 13 686.8 629.4
Property, plant and equipment 14 518.6 497.9
Investments in equity-accounted companies 15 5.0 4.8
Deferred income tax assets 16 142.9 137.2
Investments in non-consolidated companies 17 1.3 1.3
Derivative financial instruments 19 - 4.3
Other non-current financial assets 18 69.2 71.0
Total non-current assets 3,401.4 3,146.3
Trade and other receivables 20 1,496.1 1,374.2
Current income tax assets 48.9 45.5
Current financial assets 18 51.0 45.3
Derivative financial instruments 19 3.7 16.4
Cash and cash equivalents 21 1,094.1 522.9
Total current assets 2,693.8 2,004.3
Assets held for sale 30 - 6.6
TOTAL ASSETS 6,095.2 5,157.2
Share capital 22 53.0 53.0
Retained earnings and other reserves 1,144.4 1,042.3
Equity attributable to owners of the Company 1,197.4 1,095.3
Non-controlling interests 45.6 29.6
Total equity 1,243.0 1,124.9
Non-current borrowings and financial debt 24 2,492.9 2,311.0
Derivative financial instruments 19 8.1 -
Other non-current financial liabilities 25 74.8 52.1
Deferred income tax liabilities 16 164.8 152.8
Pension plans and other long-term employee benefits 26 178.3 148.4
Provisions for liabilities and charges 27 121.6 133.7
Total non-current liabilities 3,040.5 2,798.0
Trade and other payables 28 1,041.5 962.8
Current income tax liabilities 66.4 72.1
Current borrowings and financial debt 24 589.5 78.9
Derivative financial instruments 19 8.0 1.8
Other current financial liabilities 25 106.3 116.9
Total current liabilities 1,811.7 1,232.5
Liabilities held for sale 30 - 1.8
TOTAL EQUITY AND LIABILITIES 6,095.2 5,157.2

The notes on pages 155 to 211 are an integral part of the consolidated financial statements.

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 Financial statements
Consolidated financial statements 5
Consolidated statement of changes in equity

Attributable
Currency Attributable to
Share translation Other to owners of non-controlling
(€ millions) Share capital premium reserves reserves Total equity the Company interests
Capital increase 0.1 - - - 0.1 0.1 -
Capital reduction (0.2) (33.8) - - (34.0) (34.0) -
Exercise of stock options - 4.7 - - 4.7 4.7 -
Fair value of stock options - - - 19.8 19.8 19.8 -
Dividends paid - - - (221.9) (221.9) (209.8) (12.1)
Treasury share transactions - - - (8.4) (8.4) (8.4) -
Additions to the scope of
consolidation - - - 9.9 9.9 - 9.9
Acquisition of non-controlling
interests - - - (9.7) (9.7) (9.8) 0.1
(1)
Other movements - - - (31.2) (31.2) (18.0) (13.2)
Total transactions with owners (0.1) (29.1) - (241.5) (270.7) (255.4) (15.3)
Net profit 267.7 267.7 255.3 12.4
Other comprehensive income - - (16.9) 4.1 (12.8) (12.6) (0.2)
Total comprehensive income - - (16.9) 271.8 254.9 242.7 12.2
At December 31, 2015 53.0 43.9 (70.3) 1,098.3 1,124.9 1,095.3 29.6
Capital reduction - (3.0) - - (3.0) (3.0)
Exercise of stock options - 1.4 - - 1.4 1.4
Fair value of stock options - - - 27.4 27.4 27.4 -
Dividends paid - - - (234.7) (234.7) (222.8) (11.9)
Treasury share transactions - - - (39.1) (39.1) (39.1)
Additions to the scope of
consolidation - - - 12.4 12.4 12.4
Acquisition of non-controlling
interests - - - (3.4) (3.4) (3.4) -
Other movements(1) - - - (15.2) (15.2) (14.8) (0.4)
Total transactions with owners
Net profit
- (1.6) - (252.6)
335.1
(254.2)
335.1
(254.3)
319.4
0.1
15.7
5
Other comprehensive income 53.2 (16.0) 37.2 37.0 0.2
Total comprehensive income - - 53.2 319.1 372.3 356.4 15.9
AT DECEMBER 31, 2016 53.0 42.3 (17.1) 1,164.8 1,243.0 1,197.4 45.6
(1) The “Other movements” line mainly relates to:
● transfers of reserves between the portion attributable to owners of the Company and the portion attributable to non-controlling interests;
● changes in the fair value of put options on non-controlling interests.

The notes on pages 155 to 211 are an integral part of the consolidated financial statements.

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5 Financial statements
Consolidated financial statements

Consolidated statement of cash flows

(€ millions) Notes 2016 2015

Profit before income tax 524.0 488.4
Elimination of cash flows from financing and investing activities 61.1 60.6
Provisions and other non-cash items 57.9 46.9
Depreciation, amortization and impairment 13/14 202.4 293.3
Movements in working capital attributable to operations 29 (37.2) 48.5
Income tax paid (213.8) (231.6)
Net cash generated from operating activities 594.4 706.1
Acquisitions of subsidiaries 12 (189.8) (99.7)
Proceeds from sales of subsidiaries and businesses 12 0.7 (1.6)
Purchases of property, plant and equipment and intangible assets (156.6) (169.4)
Proceeds from sales of property, plant and equipment and intangible
assets 10.7 3.8
Purchases of non-current financial assets (10.7) (13.7)
Proceeds from sales of non-current financial assets 19.3 6.1
Change in loans and advances granted 1.0 10.5
Dividends received from equity-accounted companies 0.5 -
Net cash used in investing activities (324.9) (264.0)
Capital increase 22 1.0 11.7
Purchases/sales of treasury shares (42.8) (45.2)
Dividends paid (255.1) (249.7)
Increase in borrowings and other financial debt 742.5 387.1
Repayment of borrowings and other financial debt (35.9) (161.4)
Repayment of amounts owed to shareholders (13.3) (3.9)
Interest paid (86.0) (78.4)
Net cash generated from (used in) financing activities 310.4 (139.8)
Impact of currency translation differences (2.6) (1.8)
NET INCREASE IN CASH AND CASH EQUIVALENTS 577.3 300.5
Net cash and cash equivalents at beginning of year 510.8 210.3
NET CASH AND CASH EQUIVALENTS AT END OF YEAR 1,088.1 510.8
Of which cash and cash equivalents 21 1,094.1 522.9
Of which bank overdrafts 24 (6.0) (12.1)

The notes on pages 155 to 211 are an integral part of the consolidated financial statements.

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 Financial statements
Consolidated financial statements 5
Notes to the consolidated financial statements

Note 1 General information 156 Note 20 Trade and other receivables 181

Note 2 Significant events in 2016 156 Note 21 Cash and cash equivalents 182

Note 3 Summary of significant accounting Note 22 Share capital 182

policies 157
Note 23 Share-based payment 183
Note 4 Financial indicators not defined by IFRS 164
Note 24 Borrowings and financial debt 185
Note 5 Financial risk management 164
Note 25 Other financial liabilities 187
Note 6 Use of estimates 166
Note 26 Pension plans and other long-term
Note 7 Segment information 167 employee benefits 188

Note 8 Operating income and expense 168 Note 27 Provisions for liabilities and charges 191

Note 9 Other financial income and expense 168 Note 28 Trade and other payables 192

Note 10 Income tax expense 169 Note 29 Movements in working capital

attributable to operations 193
Note 11 Goodwill 170
Note 30 Non-current assets and liabilities held
Note 12 Acquisitions and disposals 172 for sale 193

Note 13 Intangible assets 176 Note 31 Earnings per share 194

Note 14 Property, plant and equipment 177 Note 32 Dividend per share 195

Note 15 Investments in equity-accounted Note 33 Off-balance sheet commitments and

companies 178 pledges 195

Note 16 Deferred income tax 178 Note 34 Additional financial instrument

disclosures 197
Note 17 Investments in non-consolidated
companies 179 Note 35 Related-party transactions 200
5
Note 18 Other financial assets 180 Note 36 Fees paid to Statutory Auditors 201

Note 19 Derivative financial instruments 180 Note 37 Events after the reporting period 201

Note 38 Scope of consolidation 202

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5 Financial statements
Consolidated financial statements

Note 1 General information

Since it was formed in 1828, Bureau Veritas has developed office is Immeuble Newtime, 40/52 Boulevard du Parc, 92200
recognized expertise for helping its clients to comply with Neuilly-sur-Seine, France.
standards and/or regulations on quality, health and safety,
Between 2004 and October 2007, the Group was more than
security, the environment and social responsibility. The Group
99%-owned by Wendel. On October 24, 2007, 37.2% of Bureau
specializes in inspecting, testing, auditing and certifying the
Veritas SA shares were admitted for trading on the Euronext Paris
products, assets and management systems of its clients in
market.
relation to regulatory or self-imposed standards, and
subsequently issues compliance reports. At December 31, 2016, Wendel held 40.7% of the capital of
Bureau Veritas and 56.5% of its voting rights.
Bureau Veritas SA (“the Company”) and all of its subsidiaries make
up the Bureau Veritas Group (“Bureau Veritas” or “the Group”). These consolidated financial statements were adopted on
February 23, 2017 by the Board of Directors.
Bureau Veritas SA is a joint stock company (société anonyme)
incorporated and domiciled in France. The address of its registered

Note 2 Significant events in 2016

Acquisitions petrochemicals industry. Summit provides support and expertise
to the pharmaceuticals, chemical and refining industries;
In 2016, the main acquisitions carried out by the Group were:
Kuhlmann Monitoramento Agrícola Ltda. (“KMA”), a Brazilian
HCD Group, a UK-based group specializing in building compliance; company specialized in monitoring and auditing services for the
Chongqing Liansheng Construction Project Management Co. Ltd. Agri-Food sector;
(“Chongqing Liansheng”), a Chinese company specializing in Marine Assurance & Consulting Limited (“MAC”), a UK-based
mandatory technical construction project supervision; company providing high value-added services to the marine and
Dairy Technical Services (“DTS”), an Australian company that offshore industries;
partners a large number of Australian Agri-Food groups. DTS Cepas, an Italian certification company.
traces and guarantees the quality of food and agricultural
products from field to fork; The impacts of these acquisitions in the financial statements are
detailed in Note 12 – Acquisitions and disposals.
TMC Marine Ltd. (“TMC”), a UK-based consultancy providing pre-
and post-casualty advice and support to the marine industry. TMC
is specialized in marine claims and accident investigations, salvage Financing
and wreck removal consultancy and marine expert witness On August 31, 2016, the Group placed €700 million in non-rated
services; bonds with two maturities: a €500 million bond maturing at seven
VEO Standards Technical Service Co. Ltd. (“VEO”), an automotive years and a €200 million bond maturing at ten years.
conformity assessment body based in China. VEO provides
certification and technical support services for vehicles and Dividend payout
automotive systems and components in order to verify they
comply with applicable requirements on global markets; On May 23, 2016, the Group paid out dividends on eligible shares
totaling €222.8 million in respect of 2015.
Summit Inspection Services, Inc. (“Summit”), a US company
specialized in fugitive emissions inspection services for the

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Consolidated financial statements 5
Note 3 Summary of significant accounting policies
The principal accounting policies applied in the preparation of the recommendations put forward by the French financial markets
consolidated financial statements are described below. These authority (Autorité des marchés financiers – AMF) in
policies have been consistently applied to all periods presented, November 2009, which state that the difference between the
unless otherwise stated. exercise price of put options on non-controlling interests and the
carrying amount of non-controlling interests is to be shown as a
reduction of equity attributable to owners of the Company.
3.1 Basis of preparation
The Group’s consolidated financial statements for the years ended New principles
December 31, 2016 and December 31, 2015 were prepared in
accordance with International Financial Reporting Standards None.
(IFRS) as defined by the International Accounting Standards
Board (IASB) and adopted by the European Union
(see the relevant European Commission regulations at
[Link] Principles requiring management input
They were prepared based on the historical cost convention,
except in the case of financial assets and liabilities measured at
fair value through profit or loss or equity such as marketable
securities and derivative financial instruments. 3.2 Segment information
The preparation of financial statements in compliance with IFRS Segments are defined in accordance with IFRS 8. Reportable
requires the use of certain accounting estimates. It also requires segments correspond to operating segments identified in the
management to exercise its judgment when applying the Group’s management data reported each month to the chief operating
accounting policies. The most significant accounting estimates decision maker. The Group’s chief operating decision maker is its
and judgments used in the preparation of the consolidated Chief Executive Officer.
financial statements are disclosed in Note 6 – Use of estimates.

IFRS – new standards/amendments to existing 3.3 Operating profit

standards
The Group did not apply any new standards, amendments or “Operating profit” in the consolidated income statement
interpretations at January 1, 2016. represents all income and expenses that do not result from
financing activities, taxes, or equity-accounted companies, and
The following new and/or amended standards and interpretations which do not meet the definition of held for sale set out in IFRS 5.
effective for accounting periods beginning on or after January 1, Operating profit includes income and expenses relating to
2016 are not relevant to the Group’s operations and have not acquisitions (amortization of intangible assets, impairment of
therefore been applied: goodwill, gains and losses on disposals and discontinued
operations, acquisition fees, earn-out payments) and other items
● amendment to IAS 19, Employee Benefits, effective for
considered to be non-recurring.

●
accounting periods beginning on or after February 1, 2016;
amendment to IAS 16, Property, Plant and Equipment and
5
IAS 38, Intangible Assets, effective for accounting periods
beginning on or after January 1, 2016; Key principles in light of the Group’s business
activities or financial position
● amendment to IAS 16, Property, Plant and Equipment and
IAS 41, Agriculture, effective for accounting periods beginning
on or after January 1, 2016;
● amendment to IAS 27, Separate Financial Statements, effective 3.4 Fair value estimates
for accounting periods beginning on or after January 1, 2016;
The fair value of financial instruments traded on an active market
● amendment to IFRS 10, Consolidated Financial Statements,
(such as derivatives and investments in respect of government
IFRS 12, Disclosure of Interests in Other Entities, and IAS 28,
contracts) is based on the listed market price at the end of the
Investments in Associates and Joint Ventures, effective for
reporting period. This method corresponds to level 1 in the fair
accounting periods beginning on or after January 1, 2016;
value hierarchy set out in IFRS 7.
● amendment to IFRS 11, Joint Arrangements, effective for
The fair value of financial instruments not traded on an active
accounting periods beginning on or after January 1, 2016.
market (e.g., over-the-counter derivatives) is determined using
valuation techniques. The assumptions used in such calculations
Work in progress at the IASB and the IFRIC are based on either directly observable inputs such as prices, or
indirectly observable inputs such as price-based data. This
The Group is monitoring the work of the IASB and the IFRIC that method corresponds to level 2 in the fair value hierarchy set out in
could lead to a change in the treatment of put options on IFRS 7.
non-controlling interests. Based on the IFRIC’s Draft Interpretation
of May 31, 2012, changes in the carrying amount of liabilities The fair value of financial instruments not based on observable
relating to put options on non-controlling interests must be market data (unobservable inputs) is determined based on
recognized in profit or loss in line with IAS 39 and IFRS 9. In the information available within the Group. This method corresponds
absence of specific IFRS guidance, the Group applies the to level 3 in the fair value hierarchy set out in IFRS 7.

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Consolidated financial statements

The levels of the fair value hierarchy used to price financial Intangible assets are amortized on a straight-line basis over their
instruments are set out in Note 34 – Additional financial estimated useful lives. The estimated useful lives were as follows
instrument disclosures. at the end of the reporting period:

3.5 Goodwill Customer relationships 5 to 20 years

Brands 5 to 15 years
Goodwill represents the excess of the cost of an acquisition over Concessions 7 years
the fair value of the Group’s share of the acquired entity’s net
identifiable assets at the acquisition date, and is presented on a Non-competition agreements 2 to 3 years
separate line in the statement of financial position.
Any residual unallocated goodwill following an acquisition may be The assets’ residual values and useful lives are reviewed and
adjusted within 12 months of the acquisition date when the adjusted if appropriate at the end of each reporting period. If the
process of allocating the purchase price to the fair value of the carrying amount of an intangible asset exceeds its recoverable
acquiree’s identifiable assets and liabilities is completed. amount, it is written down to the estimated recoverable amount
(see Note 3.7 – Impairment of non-financial assets).
Goodwill is carried at cost less any accumulated impairment
losses. Impairment losses on goodwill are not reversed. Goodwill is
not amortized but is tested annually for impairment. Software
For the purpose of impairment testing, goodwill is allocated to Costs incurred in respect of acquired computer software and
cash-generating units (CGUs) or groups of CGUs. The allocation is software development are capitalized on the basis of the costs
made to those CGUs or groups of CGUs that are expected to incurred to acquire, develop and bring the specific software into
benefit from the business combination in which the goodwill use. These costs include borrowing costs directly attributable to
arose. In view of the global management approach taken, the the acquisition or production of the software arising in the period
Group allocates goodwill to each business segment in which it preceding the one in which they are brought into service. These
operates except In-Service Inspection & Verification, for which costs are amortized over the estimated useful lives of the
goodwill is managed on a country-by-country basis (see Note 11 – software, not to exceed 12 years.
Goodwill).
Costs associated with software maintenance are expensed as
Goodwill is tested for impairment annually or more frequently incurred.
when there is an indication that it may be impaired (see Note 11 –
Goodwill). Any impairment losses are recognized in the currency of
the related goodwill, which corresponds to the currency of the
acquired entities. Gains and losses on the disposal of an entity 3.7 Impairment of non-financial assets
include the carrying amount of goodwill relating to the entity sold
at the date of the sale. Assets that have an indefinite useful life such as goodwill are not
subject to amortization but are tested annually for impairment.
Amortizable assets are reviewed for impairment whenever
specific events have occurred indicating that the carrying amount
3.6 Intangible assets may not be recoverable.
For the purposes of assessing impairment, assets are grouped at
Intangible assets include the following items:
the lowest levels for which there are separately identifiable cash
● customer relationships, brands, concessions, accreditations and flows (CGUs or groups of CGUs).
non-competition agreements acquired as part of a business
The following circumstances are examples of indicators that an
combination;
asset may be impaired and an impairment test should be carried
● computer software purchased externally or developed out:
in-house.
● the loss of one or more major contracts for the CGU;
Start-up and research costs are expensed as incurred.
● where the CGU’s performance proves significantly worse than
expected;
Customer relationships, brands, concessions, ● where significant changes with an adverse effect on the CGU
accreditations and non-competition agreements have taken place in the technological, market, economic or
acquired as part of a business combination legal environment in which it operates.
Customer relationships, brands, concessions and non-competition An impairment loss is recognized for the amount by which the
agreements acquired as part of a business combination are carrying amount of a CGU or group of CGUs exceeds its
recognized at historical cost, less any accumulated amortization. recoverable amount. The recoverable amount of a CGU or group
Historical cost corresponds to the fair value of the assets of CGUs corresponds to the higher of its fair value less costs to
concerned at the acquisition date. sell and its value in use. Impaired non-financial assets other than
The fair value and useful life of these assets are generally goodwill are reviewed at the end of each annual or interim
determined at the acquisition date by independent experts in the reporting period to determine whether the impairment should be
case of material acquisitions, and internally for all other reversed. Fair value less costs to sell is estimated based on past
acquisitions. They are adjusted where appropriate within experience, by reference to a multiple of operating profit adjusted
12 months of that date. The amortization expense is calculated as for other operating income and expense and amortization expense
from the acquisition date. recognized in respect of intangible assets arising from business
combinations.
Note 11 – Goodwill, sets out the methods and main assumptions
used for carrying out goodwill impairment tests.

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Consolidated financial statements 5
3.8 Income tax expense To hedge the currency risk on borrowings taken out in US dollars
and pounds sterling, the Group entered into currency swaps in
Deferred income tax is recognized using the liability method on all 2008. These transactions have been designated as cash flow
temporary differences arising between the tax bases of assets and hedges since inception, as they meet all of the hedge accounting
liabilities and their carrying amounts in the consolidated financial criteria set out in IAS 39.
statements. However, no deferred income tax is accounted for if it
arises from the initial recognition of goodwill or an asset or liability Net investment hedge in a foreign operation
in a transaction – other than a business combination – that at the
time of the transaction affects neither accounting nor taxable In 2015, the Group entered into a net investment hedge of a US
profit or loss. subsidiary in the form of a currency swap. This swap met the
hedge accounting criteria set out in IAS 39 and offset changes in
Deferred income taxes are determined using tax rates (and laws) value arising on translating the foreign operation into the reporting
that have been enacted or substantively enacted by the end of currency in the parent company’s consolidated financial
the reporting period and are expected to apply when the related statements. This swap was not renewed in 2016.
deferred income tax asset is realized or the deferred income tax
liability is settled.
Deferred income tax assets are recognized to the extent that it is 3.10 Financial liabilities
probable that future taxable profit will be available against which
the temporary differences and tax loss carryforwards can be
utilized.
Borrowings
Deferred income tax assets and liabilities are assessed on a
Borrowings are initially recognized at fair value net of transaction
taxable entity basis, which may include several subsidiaries in one
costs incurred, and subsequently stated at amortized cost.
country, and are offset at the level of the same taxable entity.
Interest on borrowings is recorded in the income statement under
Following the business tax reform in France, the CVAE tax
“Finance costs, gross” using the effective interest method. Debt
(Cotisation sur la valeur ajoutée des entreprises) has been shown in
issuance costs are recorded as a reduction of the carrying amount
income tax expense since January 1, 2010.
of the related debt and are amortized through profit or loss over
the estimated term of the debt using the effective interest
method.
3.9 Derivative financial instruments Borrowings are classified as current liabilities in the statement of
financial position unless the Group has an unconditional right to
defer settlement of the liability for at least 12 months after the
Derivatives held for trading purposes end of the reporting period, in which case they are classified as
The Group may use derivatives such as interest swaps and collars non-current.
in order to hedge its exposure to changes in interest rates on
borrowings. Liabilities relating to put options granted to
Contracts that do not meet the hedge accounting criteria set out holders of non-controlling interests
in IAS 39 are designated as assets and liabilities at fair value
Put options granted to holders of non-controlling interests in
through profit or loss. These instruments are measured at fair
subsidiaries that do not transfer the related risks and rewards give
value, with changes in fair value recognized in “Other financial
income and expense, net” in the income statement. The
accounting treatment of contracts that meet the criteria for
designation as cash flow hedges under IAS 39 is described in the
rise to the recognition of a liability for the present value of the
most likely exercise price calculated using a risk-free interest rate.
This debt is recognized within financial liabilities; the adjusting
5
entry is posted to equity attributable to non-controlling interests
section on cash flow hedges below.
for the carrying amount and to equity attributable to owners of
the Company for the residual balance.
Cash flow hedges In the absence of specific IFRS guidance, the Group complies with
When a derivative is designated as an instrument hedging the the recommendations issued by the AMF in 2009. Accordingly,
variability of cash flows associated with a recognized asset or subsequent changes in the liability are also recognized in equity
liability, or a highly probable forecast transaction, the portion of attributable to non-controlling interests for their carrying amount
the gain or loss on the hedging instrument that is determined to and in equity attributable to owners of the Company for the
be an effective hedge is recognized directly in equity. The gain or residual balance (including the impact of unwinding the discount).
loss recognized directly in equity is reclassified to profit or loss in The corresponding cash flows are presented as relating to
the same period or periods during which the hedged transaction financing activities in the statement of cash flows.
itself affects profit or loss (such as in the periods that the foreign
exchange gain or loss is recognized). The portion of the gain or loss The liabilities are classified under current financial liabilities,
relating to the ineffective portion of the hedge is recognized except where payment is likely to take place at least 12 months
immediately in profit or loss. after the end of the reporting period, in which case they are
classified as non-current items.

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Consolidated financial statements

3.11 Pension plans and other long-term The amount recognized as a provision is the best estimate of the
expenditure required to settle the present obligation at the end of
employee benefits the reporting period. The costs the Group ultimately incurs may
exceed the amounts set aside to such provisions due to a variety
The Group’s companies have various long-term obligations of factors such as the uncertain nature of the outcome of the
towards their employees for termination benefits, pension plans disputes. Provisions for claims and disputes whose outcome will
and long-service awards. only be known in the long term are measured at the present value
The Group has both defined benefit and defined contribution of the expenditures expected to be required to settle the
plans. obligation concerned, using a pre-tax discount rate that reflects
current market assessments of the time value of money and the
risks specific to the obligation. The increase in the provision due to
Defined contribution plans the passage of time is recognized in “Other financial income and
A defined contribution plan is a pension plan under which the expense, net” in the income statement.
Group pays fixed contributions into a designated pension fund.
The Group has no legal or constructive obligation to pay further
contributions if the fund does not hold sufficient assets to pay all 3.13 Share-based payment
employees the benefits relating to employee service in current
and prior periods. In 2007, the Group awarded stock subscription options and set up
For defined contribution plans, the Group pays contributions to new long-term compensation plans in connection with its initial
publicly or privately administered pension insurance plans on a public offering (IPO). These plans have been in place since 2008.
mandatory, contractual or voluntary basis. The Group has no The Group applies IFRS 2, Share-based Payment to stock
further payment obligations in excess of these contributions. The subscription option plans set up in 2007 in connection with the
contributions are recognized in personnel costs when they fall due. IPO, and to the plans put in place since 2008 and described below.
Prepaid contributions are recognized as an asset to the extent
that they result in a cash refund or a reduction in future payments. Share-based payment plans set up since 2008
Stock purchase and subscription options
Defined benefit plans
The fair value of the employee services received in exchange for
A defined benefit plan is a pension plan that is not a defined the award of stock options is recognized as an expense, with an
contribution plan. An example is a plan that defines the amount of adjusting entry to equity. The total amount expensed over the
the pension an employee will receive on retirement, usually vesting period of the rights under these awards is calculated by
dependent on one or more factors such as age, years of service reference to the fair value of the options awarded at the grant
and compensation. date. The resulting expense takes into account the estimated
The liability recognized in the statement of financial position in option cancellation ratio and, where appropriate, any non-market
respect of defined benefit plans is the present value of the defined vesting conditions (such as profitability and sales growth targets).
benefit obligation at the end of the reporting period less the fair The assumptions used to value the Group’s stock options are
value of plan assets. described in Note 23 – Share-based payment.
The defined benefit obligation is calculated annually by The proceeds received net of any directly attributable transaction
independent actuaries using the projected unit credit method. The costs are credited to share capital for the nominal value and to
present value of the defined benefit obligation is determined by share premium for the balance when the options are exercised.
discounting the estimated future cash outflows based on the yield
on investment-grade corporate bonds that are denominated in the Performance share awards
currency in which the benefits will be paid and that have terms to
maturity approximating the terms of the related pension liability. Performance shares are accounted for in the same way as stock
subscription options.
Actuarial gains and losses arising from experience adjustments
and changes in actuarial assumptions when estimating pension
obligations are recognized in equity in the consolidated statement Compensation plans set up in connection with
of comprehensive income in the period in which they arise. the Group’s IPO
The Group has set up equity-settled long-term compensation
plans consisting of stock subscription options on preferential
3.12 Provisions for liabilities and charges terms and performance share awards. It has also set up a
cash-settled long-term compensation plan in the form of stock
Provisions for liabilities and charges are recognized when the appreciation rights.
Group considers that at the end of the reporting period it has a
present legal obligation as a result of past events; it is probable Stock options on preferential terms
that an outflow of resources will be required to settle the
Employees have subscribed for shares under a cash capital
obligation; and the amount of the obligation can be reliably
increase carried out for this purpose. The subscription price
estimated.
represents a 20% discount on the IPO price. The shares are
non-transferable for a period of five years.

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Consolidated financial statements 5
The proceeds received net of any directly attributable transaction For the Group’s other contracts – notably in the Marine &
costs are credited to share capital for the nominal value and to Offshore, Construction and Industry segments (see Note 7 –
share premium for the balance when the shares are subscribed. Segment information), the Group uses the
The fair value of the employee services received in exchange for percentage-of-completion method to determine the amount of
the 20% discount granted on the IPO price is expensed in full at revenue to be recognized during a given period, to the extent the
the grant date in so far as the rights have vested. The total outcome of the contracts concerned can be reliably estimated.
amount to be expensed corresponds to the 20% discount less the
The percentage of completion is determined for each contract by
loss in value resulting from the five-year non-transferability
reference to the contract costs incurred up to the end of the
requirement. The loss in value is estimated based on the cost of a
reporting period as a percentage of the estimated total costs for
two-step strategy consisting of selling the shares at the end of the
the contract. This percentage of completion, applied to the total
five-year non-transferability period and purchasing the same
estimated margin on the contract, represents the margin to be
number of shares in cash (i.e., readily transferable shares),
recognized in that period. If the estimated margin is negative, a
financing the transaction with a loan. This strategy represents the
provision for other liabilities and charges is recorded for the entire
cost to the Group of offloading the risk associated with the shares
estimated amount of the contract.
during the non-transferability period.

Performance share awards IFRS 15, Revenue from Contracts with

Performance shares are accounted for in the same way as stock Customers
subscription options. The Group is in the process of assessing the impact of IFRS 15 on
the principles for recognizing revenue under its main types of
contracts in each of its eight business sectors, particularly in
3.14 Revenue recognition terms of the timing of revenue recognition:
● revenue under short-term contracts, currently recognized on
Revenue represents the fair value net of tax of the consideration completion of the contract, will be deferred until the issuance
received or receivable for services rendered by Group companies of a report for contracts that do not grant an enforceable right
in the ordinary course of their business, after elimination of to payment in respect of performance completed at the
intra-group transactions. The Group recognizes revenue when the reporting date;
amount of revenue can be reliably measured and it is probable
that future economic benefits will flow to the Group. ● revenue under other contracts, notably in the Marine &
Offshore, Construction and Industry businesses, is expected to
The majority of the Group’s contracts are short term and the be recognized on a percentage-of-completion basis in most
related revenue is recognized when the service has been rendered cases.
to the customer.
The Group does not intend to early adopt IFRS 15.

Standard principles applicable

3.15 Basis of consolidation Identifiable assets acquired and liabilities and contingent liabilities

5
assumed in a business combination are measured initially at their
Subsidiaries are all entities controlled by the Group and are fully fair value at the acquisition date. For each acquisition, the Group
consolidated. measures non-controlling interests either at fair value or at their
share in net identifiable assets. The excess of the cost of an
The Group considers it has control over a subsidiary (investee) acquisition plus any non-controlling interests in the acquiree over
when: the fair value of the Group’s share of the net identifiable assets
acquired is recognized as goodwill (see Note 11 – Goodwill). If the
● it has power over the investee;
fair value of the net assets of the subsidiary acquired exceeds the
● it is exposed, or has rights, to variable returns from its net cost of the acquisition plus any non-controlling interests in the
involvement with the investee; and acquired entity, the difference is recognized directly in the income
statement.
● it has the ability to affect the amount of those returns through
its power over the investee. In accordance with IFRS 3 (revised), the Group has 12 months
from the acquisition date to finalize the allocation of the purchase
Subsidiaries are fully consolidated from the date on which control
price to the fair values of the acquiree’s identifiable assets and
is transferred to the Group. They are removed from the scope of
liabilities.
consolidation as of the date control ceases.
Intra-group transactions, as well as unrealized gains or losses on
The acquisition method is used to account for acquisitions of
transactions between Group companies, are eliminated in full. All
subsidiaries by the Group. The cost of an acquisition is measured
companies are consolidated based on their financial position at
as the fair value of the assets given, equity instruments issued and
the end of each reporting period presented, and their accounting
liabilities incurred or assumed at the date of exchange. Costs
policies are aligned where necessary with those adopted by the
directly attributable to the acquisition are expensed as incurred.
Group.

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Consolidated financial statements

Non-controlling interests the income statement as part of the gain or loss on the sale.
Goodwill and fair value adjustments arising on the acquisition of a
Acquisitions and disposals of investments that do not result in foreign operation as well as financing for which repayment is
gain or loss of control are recognized in consolidated equity within neither planned nor likely in the foreseeable future are accounted
“Other movements” as transfers between equity attributable to for as assets and liabilities of the foreign operation and translated
owners of the Company and equity attributable to non-controlling into euros at the closing exchange rate.
interests, with no impact on the income statement. The
corresponding cash flows are presented within cash flows relating
to financing activities in the statement of cash flows. The
corresponding costs are accounted for in the same way. 3.17 Foreign currency transactions
Foreign currency transactions are translated using the exchange
Equity-accounted companies rates prevailing at the transaction date. At the end of each
Equity-accounted companies are all entities over which the Group reporting period, monetary items denominated in foreign
has significant influence but not control, generally when it holds currencies are remeasured at the closing rate. Foreign exchange
between 20% and 50% of the voting rights. Investments in gains and losses resulting from the settlement of transactions in
equity-accounted companies are initially recognized at cost as foreign currencies and from the translation of monetary assets
from the date significant influence was acquired. and liabilities denominated in foreign currencies are recognized in
the income statement as financial income or expense.
The Group’s share of its equity-accounted companies’
post-acquisition profits or losses is recognized in the consolidated
income statement.
3.18 Property, plant and equipment
Joint ventures All items of property, plant and equipment except for land are
Joint ventures are companies controlled jointly by the Group stated at historical cost less accumulated depreciation and
pursuant to an agreement concluded with a view to carrying on a impairment losses. Historical cost includes expenditure that is
business activity over an average period of three to four years. The directly attributable to the acquisition or construction of the
consolidated financial statements include the Group’s assets, in particular borrowing costs directly attributable to the
proportionate interest in the assets, liabilities, income and acquisition or production of property, plant and equipment arising
expenses of joint ventures. Similar items are combined line-by-line in the period preceding the one in which the assets concerned are
from the date joint control is effective until the date on which it brought into service. Subsequent expenditure is included in an
ceases. asset’s carrying amount or recognized as a separate asset, as
appropriate, only when it is probable that the future economic
benefits associated with the asset will flow to the Group and the
cost of the asset can be measured reliably. All repair and
3.16 Translation of the financial statements maintenance costs are expensed as incurred.
of foreign subsidiaries Land is not depreciated. Depreciation on other items of property,
plant and equipment is calculated using the straight-line method
over the estimated useful lives of the assets, as follows:
Functional and presentation currency
Items included in the financial statements of each of the Group’s
entities are measured using the currency of the primary economic Buildings Between 20 and 25 years
environment in which the entity operates (“functional currency”). Fixtures and fittings 10 years
The consolidated financial statements are presented in millions of
Machinery and equipment Between 5 and 10 years
euros, which is the Company’s functional and presentation
currency. Vehicles Between 4 and 5 years
Office equipment Between 5 and 10 years
Foreign subsidiaries IT equipment Between 3 and 5 years
The functional currency of foreign subsidiaries is the local currency Furniture 10 years
of the country in which they operate. No country in which the
Group’s subsidiaries or branches are located was considered to be
a hyper-inflationary economy in 2015 or 2016. The assets’ residual values and useful lives are reviewed and
adjusted if appropriate at the end of each reporting period. If the
Assets and liabilities of foreign subsidiaries are translated into carrying amount of an item of property, plant and equipment
euros at the closing exchange rate (excluding monetary items), exceeds its recoverable amount, it is written down to the
while income and expense items are translated at average estimated recoverable amount (see Note 3.7 – Impairment of
exchange rates for the year. All resulting currency translation non-financial assets).
differences are recognized under “Currency translation reserves”
within equity. Gains or losses on disposals of property, plant and equipment are
determined by comparing the sale proceeds with the carrying
When a foreign operation is sold, the currency translation amount of the asset sold, and are shown within “Other operating
differences that were initially recorded in equity are recognized in income and expense, net” in the income statement.

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3.19 Investments in non-consolidated 3.24 Trade and other receivables
companies
Trade and other receivables are measured at fair value less any
This caption includes investments in companies over which the impairment losses.
Group does not exercise control or significant influence. An impairment loss is recognized against trade receivables when
On initial recognition, these investments are stated at purchase there is objective evidence that the Group will not be able to
price plus transaction costs. If the fair value of these financial collect all amounts due according to the original terms of the
assets cannot be measured reliably at the end of the reporting transaction. Significant financial difficulties of the debtor,
period, the assets are carried at historical cost less any probability that the debtor will enter bankruptcy or financial
accumulated impairment losses. reorganization, and default or delinquency in payments are
considered indications that a trade receivable is impaired. An
Dividends attached to the investments are recognized in the analysis of doubtful receivables is performed based on the age of
income statement under “Other financial income” when the the receivable, the credit standing of the client and whether or not
Group’s right to receive payment is established. the related invoice is disputed. The carrying amount of the asset is
At the end of each reporting period, the Group assesses whether there reduced through the use of an impairment account, and the
is any objective indication that its investments in non-consolidated amount of the loss is recognized in the income statement as “Net
companies are impaired. Examples of such indications include: (additions to)/reversals of provisions”.

● evidence that the entity is in a loss-making situation; When a trade receivable is uncollectible, it is written off and the
impairment loss is reversed. Subsequent recoveries of amounts
● where the entity’s financial performance proves significantly previously written off are credited to “Other operating income and
worse than expected; expense, net”.
● where significant changes with an adverse effect on the entity
have taken place in the economic environment in which it operates.
When the Group considers that an investment is impaired, an 3.25 Cash and cash equivalents
expense is recorded in the income statement under “Other
financial income and expense, net”. Cash and cash equivalents include cash in hand, monetary mutual
funds (SICAV), deposits held at call with banks, and other
short-term highly liquid investments with original maturities of
three months or less. Bank overdrafts are shown within current
3.20 Other non-current financial assets financial liabilities on the statement of financial position.
Changes in the fair value of cash and cash equivalents are
Other non-current financial assets mainly comprise guarantees and
recognized through profit or loss.
deposits.
Guarantees and deposits are non-derivative financial assets with
fixed or determinable payments that are not quoted on an active
market. They are included in non-current assets as they fall due 3.26 Trade payables
more than 12 months after the end of the reporting period.
Guarantees and deposits are initially recognized at fair value. Trade payables are carried at fair value. All of the Group’s trade
payables have maturities of one year or less and are classified
under current liabilities.

3.21 Treasury shares 5

Treasury shares are recognized at cost as a deduction from equity. 3.27 Leases
Gains and losses on disposals of treasury shares are also recognized in
equity and are not included in the calculation of profit for the period. Leases under which the majority of the risks and rewards of
ownership are retained by the lessor are classified as operating
leases. Payments made under operating leases are charged to the
income statement on a straight-line basis over the lease term.
3.22 Non-current assets and liabilities held Bureau Veritas acquires minor items of equipment under finance
for sale leases that transfer to the Group substantially all the risks and
rewards of ownership. These assets are reported as property,
Non-current assets (or disposal groups/liabilities) are classified as plant and equipment for an amount equal to the estimated
held for sale and measured at the lower of their carrying amount present value of future minimum lease payments. The
and their fair value less costs to sell if their carrying amount will be corresponding liabilities are included in bank borrowings and debt.
recovered principally through a sale transaction.

3.28 Dividends paid

3.23 Current financial assets
Dividends paid to the Company’s shareholders are recognized as a
This class of assets generally corresponds to financial assets held liability in the Group’s financial statements in the period in which
for trading purposes. These assets are initially recognized at fair the dividends are approved by the Company’s shareholders.
value, and the transaction costs are expensed in the income
statement. At the end of the reporting period, current financial
assets are remeasured at fair value and any gains or losses arising
from changes in fair value are taken to profit or loss.

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Consolidated financial statements

Note 4 Financial indicators not defined by IFRS

In its external reporting, the Group uses several financial Since a measurement period of 12 months is allowed for
indicators that are not defined by IFRS. determining the fair value of acquired assets and liabilities,
amortization of intangible assets in the year of acquisition may, in
These are defined below.
some cases, be based on a temporary measurement and be
Adjusted operating profit represents the Group’s operating profit subject to minor adjustments in the subsequent reporting period,
before income and expenses relating to business combinations once the definitive value of the intangible assets is known.
and other non-recurring items.
Adjusted operating profit is the main indicator monitored
When an acquisition is carried out during the financial year, the internally and is considered by management to be the most
amortization of the related intangible assets is calculated on a representative of the Group’s operating performance in its
time proportion basis. business sector.

(€ millions) December 2016 December 2015

Operating profit 609.7 576.9
Amortization of intangible assets resulting from acquisitions 79.5 86.7
Impairment of goodwill - 90.0
Restructuring costs 42.6 20.8
Gains on disposals of businesses and other income and expenses relating
to acquisitions 3.1 0.8
ADJUSTED OPERATING PROFIT 734.9 775.2

Adjusted attributable net profit is defined as net profit attributable to owners of the Company adjusted for income and expenses relating
to acquisitions and other non-recurring items, net of tax.

(€ millions) December 2016 December 2015

Attributable net profit 319.4 255.3
Income and expenses relating to acquisitions and other non-recurring
items 125.2 198.3
Tax impact (35.6) (33.3)
ADJUSTED ATTRIBUTABLE NET PROFIT 409.0 420.3

Free cash flow relates to net cash generated from operations adjusted for net purchases of property, plant and equipment, intangible
assets and interest paid.

(€ millions) December 2016 December 2015

Net cash generated from operating activities 594.4 706.1
Purchases of property, plant and equipment and intangible assets (156.6) (169.4)
Proceeds from sales of property, plant and equipment and intangible
assets 10.7 3.8
Interest paid (86.0) (78.4)
FREE CASH FLOW 362.5 462.1

Adjusted net financial debt is defined in Note 24 – Borrowings and financial debt.

Note 5 Financial risk management

The Group is exposed to a variety of financial risks (currency, instrument used (derivatives, cash investments). Group entities
interest rate, credit and liquidity risks) that may affect its assets, are not authorized to enter into market transactions other than
liabilities and operations. currency spot transactions with their financial partners.
The Group’s policy is to constantly identify, assess and, where The Finance and Treasury department is in charge of setting up
appropriate, hedge such risks with a view to limiting its exposure. hedges. Simulations are carried out or mandated by the Finance
Derivative instruments are used only to hedge identified risks and and Treasury department to allow it to assess the impact of
not for speculative purposes. The Group has specific procedures different scenarios on the Group’s financial statements.
for dealing with each of the risks mentioned above and for each

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Consolidated financial statements 5
The risk exposure resulting from the United Kingdom’s decision to For example in 2016, the biggest client of the Consumer Products
leave the European Union (“Brexit”) is not material. The Group’s business and the Government Services & International Trade
revenue in the UK accounts for 3.9% of total consolidated revenue business accounted for 4.5% and 10.9%, respectively, of that
and is mainly derived locally. Internal financing granted by the business’s revenue. The loss of these two major clients could have
Group to certain UK entities is denominated in pounds sterling and a material adverse impact on the activity, financial position,
hedged by the Group as described above. Other risks relating to results or outlook of the business concerned.
Brexit, namely contractual or HR risks, are monitored by the Legal
The Group does not consider that its credit risk exposure could
and HR departments, which will make the necessary adjustments
have a material adverse impact on its business, financial position,
as the United Kingdom exits the European Union.
results or outlook.
Note 20 – Trade and other receivables, provides a detailed
breakdown by maturity of receivables not covered by provisions.
Currency risk
The Group operates internationally and is therefore exposed to
currency risk arising from its exposure to different foreign Liquidity risk
currencies. This risk is incurred both on transactions carried out by
Group entities in currencies other than their functional currency The Group may have to meet payment commitments arising in the
(currency risk on operations), as well as on assets and liabilities ordinary course of its business. In 2016, the Group pre-financed
denominated in foreign currencies other than the presentation the redemption of its €500 million bond maturing in May 2017
currency for consolidated financial statements, i.e., euros through a new €500 million bond issue maturing in 2023. At
(translation risk). December 31, 2016, the Group also had access to an undrawn
confirmed credit line totaling €450 million (2012 syndicated loan)
For some of the Group’s businesses exposed to globalized
in addition to cash.
markets, chiefly the Commodities, Consumer Products, Marine &
Offshore, and Government Services & International Trade These facilities are described in more detail in Note 24 –
businesses, certain sales are denominated in US dollars or Borrowings and financial debt.
influenced by the price of the US dollar. They are therefore
indirectly affected by the changes in the US currency.
Additional analyses and disclosures regarding currency risk are Counterparty risk
provided in Note 34 – Additional financial instrument disclosures,
as well as Note 19 – Derivative financial instruments. Counterparty risk arising on trade receivables is limited due to the
large number of clients and the broad range of businesses and
countries concerned (France and international).
Interest rate risk The financial instruments potentially exposing the Group to
counterparty risk are mainly cash and cash equivalents and
The Group is exposed to the risk of fluctuations in interest rates derivative instruments. Counterparty risk arising on financial
on its floating-rate debt. institutions is limited thanks to the Group’s policy of pooling cash
with the parent company wherever possible, and restricting the
Interest rate exposure is monitored on a monthly basis. The Group
type and term of investments to three months or less. Cash and
continually analyses the level of hedges put in place and ensures
cash equivalents totaling €425.4 million are spread among the
that they are appropriate for the underlying exposure.
Group’s subsidiaries, thereby limiting concentration risk.
Additional disclosures are provided in Note 34 – Additional
financial instrument disclosures.
Marketable securities and similar receivables amounting to
€668.7 million essentially relate to short-term investments of
Bureau Veritas SA cash surpluses. The Group opts for liquidity and
5
low risk rather than yield when investing its cash surpluses with
leading financial institutions ranked investment grade. Financial
Credit risk transactions are chiefly entered into by Bureau Veritas SA with a
limited number of investment grade banks under FBF-type or
The Group derives revenue from its business with around 400,000 similar master arrangements.
clients in 140 countries.
The Group’s revenue is not dependent on major clients. In 2016,
its largest client accounted for 1.3% of consolidated revenue and
the total revenue generated with its 20 largest clients
represented less than 15% of consolidated revenue.
However, some of the Group’s businesses, particularly Consumer
Products, Government Services & International Trade, and
Industry, generate significant revenue at their level with some
clients.

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Consolidated financial statements

Note 6 Use of estimates

The preparation of financial statements involves the use of Impairment of goodwill
estimates, assumptions and judgments that may affect the
carrying amounts of certain items in the statement of financial The Group tests annually whether the value of goodwill is
position and/or income statement as well as the disclosures in the impaired, in accordance with the accounting policy described in
notes. Note 3.7 – Impairment of non-financial assets. The recoverable
The estimates, assumptions and judgments used were determined amounts of cash-generating units have been determined based on
based on the information available when the financial statements value-in-use calculations. These calculations require the use of
were drawn up and may not reflect actual conditions in the future. assumptions, which are described in Note 11 – Goodwill.

The main estimates, assumptions and judgments used are

described below.
Income taxes
The Group is subject to income taxes in numerous jurisdictions.
Measurement of provisions for claims Judgment is required by management in determining the
and disputes worldwide provision for income taxes. The Group considers that
its ultimate tax estimate is reasonable in the ordinary course of its
The Group records provisions for claims and disputes in business.
accordance with the accounting policy described in Note 3.12 –
The Group recognizes deferred income tax assets for deductible
Provisions for liabilities and charges.
temporary differences and tax loss carryforwards to the extent
These provisions are measured using various estimates and that it deems probable such assets will be recovered in the future
assumptions by reference to statistical data based on historical (see Note 16 – Deferred income tax, for details of the deferred
experience. They are discounted based on an estimate of the income taxes recognized by the Group).
average duration of the obligation, an assumed rate of inflation
and a discount rate that reflects the term to maturity of the
obligation concerned.
Revenue recognition
Provisions for claims representing material amounts for which a
lawsuit has been filed are measured on a case-by-case basis The Group uses the percentage-of-completion method in
relying on independent experts’ reports where appropriate. The accounting for certain service contracts (see Note 3.14 – Revenue
costs that the Group ultimately incurs may exceed the amounts recognition, on accounting policies). Use of this method requires
set aside to such provisions due to a variety of factors such as the the Group to estimate the services provided to date as a
uncertain nature of the outcome of the disputes. proportion of the total services to be provided.

Measurement of provisions for impairment Measurement of long-term employee benefits

of trade receivables
The cost of long-term employee benefits under defined benefit
Impairment booked against trade receivables is assessed on a plans is estimated using actuarial valuation methods. These
case-by-case basis based on the financial position of the debtor methods involve the use of a number of different assumptions,
concerned and the probability of default or delinquency in which are described in further detail in Note 26 – Pension plans
payments. and other long-term employee benefits. Due to the long-term
nature of such plans, these estimates are subject to significant
uncertainties.

Measurement of intangible assets acquired

in business combinations Fair value of share-based payments
Intangible assets acquired in business combinations carried out by
Share-based payments are expensed over the vesting period,
the Group include customer relationships, brands, concessions and
based on their fair value at the grant date for equity-settled
non-competition agreements. The fair value of these items is
instruments or at the end of the reporting period for cash-settled
generally measured by independent experts using assumptions
transactions. Fair value is measured using appropriate valuation
relating to business forecasts for the companies concerned.
models requiring estimates of certain inputs as described in
Details of the Group’s acquisitions during the year are provided in
further detail in Note 23 – Share-based payment.
Note 12 – Acquisitions and disposals.

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Consolidated financial statements 5
Note 7 Segment information
Only a segment analysis of revenue and operating profit is Presentation of business activities of the 2016 Registration
presented. This analysis is monitored by Group management. document.
Intra-segment transactions have been eliminated. For many years and up to December 31, 2015, the Industry,
In-Service Inspection & Verification, Construction and
Financial income and expense and income tax expenses are not
Certification businesses were managed within the Industry &
allocated by business segment as they are managed at country
Facilities division due to the similarity of their markets and
level rather than by business.
characteristics of their clients.
Operating income and expenses relating to holding companies are
As of January 1, 2016, in order to implement its new matrix-based
allocated to the different segments in proportion to segment
operating model promoting synergies, the Commodities segment
revenue.
is included with the four segments Industry, In-Service Inspection
In accordance with IFRS 8, Operating Segments, the Group’s & Verification, Construction and Certification within a new
business segments are organized according to the type of services Commodities, Industry & Facilities (“CIF”) division.
provided and to the markets and characteristics of clients. These
The new-look organization of the Group in 2016 is based on the
segments correspond to the eight businesses described in
following four divisions: CIF, Marine & Offshore, Consumer
section 1.1 – General overview of the Group and section 1.6 –
Products, and Government Services & International Trade.

Revenue Operating profit/(loss)

(€ millions) 2016 2015 2016 2015
Marine & Offshore 391.9 405.3 89.6 101.6
Industry 900.7 1,046.7 86.5 122.4
In-Service Inspection & Verification 602.5 598.4 68.8 73.8
Construction 592.8 552.2 79.8 76.2
Certification 353.5 344.6 55.9 57.8
Commodities 833.1 826.5 64.9 (42.0)
Consumer Products 629.9 603.2 147.7 148.3
Government Services & International Trade 244.8 257.9 16.5 38.8
TOTAL 4,549.2 4,634.8 609.7 576.9

Certain activities were reallocated to different businesses in the As indicated in Chapter 4.1 – 2016 highlights, the Group’s
2016. To provide a meaningful comparison, data for 2015 have organization will evolve in 2017, leading to a change in the
been adjusted to reflect this new presentation. presentation of its segment information.

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Consolidated financial statements

Note 8 Operating income and expense

(€ millions) 2016 2015

Supplies (88.2) (86.1)
Operational subcontracting (381.0) (379.9)
Lease payments (144.2) (142.2)
Transport and travel costs (383.8) (406.8)
Service costs rebilled to clients 82.9 101.8
Other external services (426.0) (409.7)
Total purchases and external charges (1,340.3) (1,322.9)
Salaries and bonuses (1,845.3) (1,872.8)
Payroll taxes (414.6) (424.5)
Other employee-related expenses (90.0) (86.6)
Total personnel costs (2,349.9) (2,383.9)
Provisions for receivables (25.3) (22.7)
Provisions for liabilities and charges (6.4) (2.8)
Total (additions to)/reversals of provisions (31.7) (25.5)
Gains/(losses) on disposals of property, plant and equipment and intangible
assets (1.2) (2.2)
Gains/(losses) on disposals of businesses (0.5) (0.9)
Impairment of goodwill - (90.0)
Other operating income and expense 31.3 23.9
TOTAL OTHER OPERATING INCOME AND EXPENSE, NET 29.6 (69.2)

“Other external services” comprises various costs such as costs In 2016, “Other operating income and expense, net” includes
relating to temporary staff, telecommunications, insurance income of €8.9 million corresponding to the CICE tax credit for
premiums and fees. 2016 (2015: €8.2 million), as well as income of €2.7 million
corresponding to the 2015 research tax credit (net income of
“Other employee-related expenses” includes the cost of stock
€0.1 million in 2015 after adjusting for research tax credits for
options and performance shares, as well as costs relating to
fiscal years 2010 to 2014). Unpaid contingent consideration on
long-term employee benefits.
acquisitions in previous years is also included in this caption in an
amount of €3.2 million in 2016 (2015: €4.0 million).

Note 9 Other financial income and expense

(€ millions) 2016 2015

Implicit return on funded pension plan assets 0.3 0.2
Foreign exchange gains/(losses) 8.7 (3.6)
Other financial income 9.0 (3.4)
Interest cost on pension plans (3.1) (3.0)
Other (2.5) (2.9)
Other financial expense (5.6) (5.9)
OTHER FINANCIAL INCOME AND EXPENSE, NET 3.4 (9.3)

In 2016, the interest rate component of gains and losses on €0.4 million (2015: total expense of €0.4 million) and was
foreign currency derivatives represented a total income of recorded within “Finance costs, gross”.

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Consolidated financial statements 5
Note 10 Income tax expense

(€ millions) 2016 2015

Current income tax (199.5) (256.2)
Deferred income tax 10.6 35.5
TOTAL (188.9) (220.7)

Income tax expense on consolidated earnings amounted to financial statements reflect the best estimate of the potential
€188.9 million in 2016 compared with €220.7 million in 2015. The consequences of those disputes.
effective tax rate, corresponding to income tax expense divided by
Deferred tax represents income of €10.6 million in 2016 (2015:
the amount of pre-tax profit, was 36.0% in 2016 compared with
income of €35.5 million), and essentially corresponds to the
45.2% in 2015.
reversal of a deferred tax liability on non-deductible amortization
The effective tax rate adjusted for non-recurring items was charged against customer relationships.
34.6%, down 2.4 percentage points on 2015. This decrease
The difference between the effective tax expense and the
chiefly results from a lesser impact of non-recurring items relating
theoretical tax obtained by applying the French standard tax rate
to tax disputes in 2016.
to consolidated profit before income tax can be analyzed as
The Group, assisted by its advisors, deems that the provisions for follows:
liabilities relating to all ongoing tax disputes presented in its

  2016 2015
Profit before income tax 524.0 488.4
French parent company tax rate 34.4% 38.0%
Theoretical income tax charge based on the parent company tax rate (180.4) (185.6)
Income tax impact of transactions subject to a reduced tax rate 2.1 1.9
Differences in foreign tax rates(a) 42.8 58.3
Impact of unrecognized tax losses (8.0) (5.4)
Utilization of previously unrecognized tax losses 4.9 1.7
Permanent differences (7.5) (19.5)
Changes in estimates (4.9) (6.3)
CVAE tax (12.1) (11.0)
Tax on income distributed (6.7) (6.3)
Tax on dividends received from subsidiaries (19.0) (18.1)
Non-deductible impairment of goodwill
Other
-
(0.1)
(27.0)
(3.4)
5
Actual income tax expense (188.9) (220.7)
EFFECTIVE INCOME TAX RATE 36.0% 45.2%
(a) In 2016, the biggest differences in tax rates compared to France were found in China, Hong Kong, Taiwan, United Kingdom, South Korea, Bangladesh, Vietnam,
Canada, Indonesia and Turkey.

The breakdown of the tax effect on other comprehensive income is as follows:

2016 2015
(€ millions) Before tax Tax After tax Before tax Tax After tax
Currency translation differences 53.2 53.2 (16.9) (16.9)
Actuarial gains/(losses) (19.1) 3.6 (15.5) 6.9 (2.9) 4.0
Cash flow hedges (0.8) 0.3 (0.5) 0.2 (0.1) 0.1
TOTAL OTHER COMPREHENSIVE
INCOME/(EXPENSE) 33.3 3.9 37.2 (9.8) (3.0) (12.8)

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5 Financial statements
Consolidated financial statements

Note 11 Goodwill

Changes in goodwill in 2016

(€ millions) December 31, 2016 December 31, 2015

Gross value 1,949.1 1,873.6
Accumulated impairment (148.7) (59.4)
Net goodwill at January 1 1,800.4 1,814.2
Acquisitions of consolidated businesses during the year 126.8 50.7
Disposals of businesses - (0.1)
Impairment for the period - (90.0)
Currency translation differences and other movements 50.4 25.6
Net goodwill at December 31 1,977.6 1,800.4
Gross value 2,128.0 1,949.1
Accumulated impairment (150.4) (148.7)
NET GOODWILL AT DECEMBER 31 1,977.6 1,800.4

Allocation of goodwill to CGUs in 2016

Goodwill allocated to the Group’s main cash-generating units (CGUs) at December 31, 2016 can be analyzed as follows:

(€ millions) December 31, 2016 December 31, 2015

Industry 269.5 262.4
In-Service Inspection & Verification 203.9 202.5
Construction 260.6 208.4
Certification 36.7 36.1
Total Industry & Facilities 770.7 709.5
Commodities 778.9 698.4
Government Services & International Trade 36.5 32.2
Consumer Products 348.9 322.6
Marine & Offshore 42.6 37.7
TOTAL 1,977.6 1,800.4

A country-by-country analysis of goodwill for the main CGUs of the In-Service Inspection & Verification business is as follows:

(€ millions) December 31, 2016 December 31, 2015

Canada 88.1 82.7
United States 44.2 42.8
Spain 23.2 23.2
United Kingdom 27.7 32.3
Other countries 20.7 21.5
TOTAL 203.9 202.5

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Consolidated financial statements 5
Impairment testing methodology Growth assumptions: cash surpluses depend on the performance
of a CGU or group of CGUs which is based on assumptions
The Group tests goodwill for impairment at the end of each regarding the growth of the businesses concerned over a five-year
reporting period. In order to do so, goodwill is allocated to period. Beyond this period, performance is calculated using a
cash-generating units (CGUs) or groups of CGUs. perpetual growth rate approximating the rate of inflation for the
CGU or group of CGUs. A perpetual growth rate of 2.0% was used.
Three groups of CGUs were created for the Industry & Facilities
division in 2011 (Construction, Industry and Certification). Discount rate: value in use is based on estimated surplus cash
Goodwill was then allocated to these groups of CGUs generating flows discounted at the weighted average cost of capital (WACC).
cash flows and synergies that are largely independent of those The discount rates used are post-tax rates. The WACC used in the
generated by other CGUs or groups of CGUs. Since the In-Service calculations is determined by an independent expert and adapted
Inspection & Verification business continues to be mainly to the Group’s different businesses and geographic areas in which
managed locally despite a number of regional initiatives the CGUs or groups of CGUs are present.
(particularly in Europe), the current country-by-country
organization of its CGUs has been maintained for the present time.
Goodwill relating to Chongqing Liansheng and HCD was allocated Results of 2016 impairment tests
to the Construction group of CGUs, while goodwill arising on the
Summit acquisition was allocated to the Industry group of CGUs. The growth outlook for the Group as a whole remained largely
For the Commodities business, the group of CGUs identified in unchanged.
2011 comprises goodwill of companies that have been related to The discount rate used at December 31, 2016 was 7.3% for the
this business since their acquisition. The main companies include groups of CGUs (6.7% in 2015), except for the Commodities
Inspectorate group companies as well as certain companies business.
acquired in 2014, chiefly Maxxam Analytics’ oil and gas-related
operations. In 2016, the goodwill relating to Kuhlmann The discount rate was 7.5% for Europe (6.9% in 2015), except for
Monitoramente Agricola Ltda (Brazil) and DTS (Australia) was Spain (8.8% in 2016 compared with 8.4% in 2015) and the United
allocated to this group of CGUs. Kingdom (8.1% in 2016 compared with 7.5% in 2015). For the US,
a discount rate of 7.9% was used in 2016 (7.3% in 2015). For
For Consumer Products, the CGU comprises the entire business Brazil, a discount rate of 9.8% was used in the year (11.1% in
since the activities carried on by the entities in this business are 2015). For Canada, the discount rate used in 2016 was 7.4%, the
interdependent. Goodwill arising on the 2016 acquisition of same as in 2015.
Hangzhou VEO Standards was allocated to the Consumer
Products CGU.
Commodities
For the Government Services & International Trade business, the
CGU is the country, in particular Brazil due to the acquisitions The discount rate used for the Commodities group of CGUs was
carried out (Auto Reg and Auto Vis), and Germany (acquisition of 8.2% in 2016 (9.7% in 2015, which factored in an additional risk
Unicar). Further analyses will be carried out in the next few years premium to better reflect the risks associated with the business).
to reflect changes in synergies associated with the Government The discount rate applied in 2015 led to the recognition of a
Services & International Trade business for the purpose of €90 million impairment loss against goodwill for the Commodities
goodwill impairment testing. business.
For Marine & Offshore, the CGU comprises goodwill relating to Sensitivity analyses were carried out to determine the impacts
MatthewsDaniel (acquired in 2014), Hydrocéan (acquired in should the Group fail to achieve its business plan projections
2015), and TMC and Maritime Assurance Consulting (acquired in
2016). Further analyses will be carried out in the next few years to
reflect changes in synergies associated with the business.
(updated in the second half of 2016), including revenue, operating
margin and the discount rate. For revenue and operating margin,
no reasonably possible change in these inputs could lead to the
5
recoverable amount falling below the carrying amount. The
The recoverable amount of CGUs is determined as set out in
findings were similar for the discount rate, even if the 2015
Note 3.7 – Impairment of non-financial assets. Value in use
discount rate were to be applied.
corresponds to surplus future cash flows generated by a CGU.
These cash flows are estimated after allowing for maintenance
expenditure, changes in working capital requirements, and any Other businesses
non-recurring items. They are net of tax but exclude external
financing costs. The cash flows are based on the latest medium- For the other businesses (Certification, Industry, Construction,
and long-term earnings forecasts. Consumer Products, Marine & Offshore, Government Services &
International Trade), there is no reasonably possible change in key
There are two key inputs to the cash flow forecasts: assumptions for a given input at one time that could result in the
recoverable amount of a CGU being equal to the carrying amount.

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Consolidated financial statements

Note 12 Acquisitions and disposals

Acquisitions during the period

Bureau Veritas carried out the following acquisitions in 2016:

ACQUISITIONS OF 100% INTERESTS

Month Company Business Country

February HCD Group Limited In-Service Inspection & Verification United Kingdom
May TMC (Marine
Consultants) Limited Marine & Offshore United Kingdom
June Summit Inspection
Services, Inc. Industry United States
July Cepas Certification Italy
November Maritime Assurance &
Consulting Limited Marine & Offshore United Kingdom
December Kuhlmann
Monitoramente
Agricola Commodities Brazil

OTHER ACQUISITIONS
The amount of goodwill resulting from these acquisitions was calculated using the partial goodwill method.

Month Company Business % acquired Country

March Chongqing Liansheng Construction 80.0% China
May Hangzhou VEO Standards Consumer Products 65.0% China
May DTS Laboratories Commodities 51.0% Australia

INCREASE IN SHAREHOLDINGS

Month Company Business BV interest Country

August Inspectorate Uluslararasi Gozetim
Servisleri AS Commodities 100% Turkey
December BV Kotiti Korea Ltd Consumer Products 100% South Korea

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Consolidated financial statements 5
The purchase price for acquisitions made in 2016 was allocated to the acquirees’ identifiable assets, liabilities and contingent liabilities at
the end of the reporting period, based on information and provisional valuations available at that date.
The table below was drawn up prior to completing the final purchase price accounting for companies acquired in 2016:

(€ millions) December 2016 December 2015

Purchase price of acquisitions 181.6 107.6
Acquisition of non-controlling interests (3.5) (12.6)
Cost of assets and liabilities acquired/assumed 178.1 95.0
Assets and liabilities acquired/assumed Carrying amount Fair value Carrying amount Fair value
Non-current assets 23.0 114.9 8.7 53.4
Current assets (excluding cash and cash equivalents) 64.1 64.3 54.6 57.1
Current liabilities (excluding borrowings) (75.7) (87.6) (72.3) (69.9)
Non-current liabilities (excluding borrowings) (8.4) (35.8) (0.1) (12.5)
Borrowings (2.2) (2.2) (1.0) (1.0)
Non-controlling interests acquired (12.1) (12.1) (9.2) (9.2)
Cash and cash equivalents of acquired companies 9.8 9.8 26.4 26.4
Total assets and liabilities acquired/assumed (1.5) 51.3 7.2 44.3
GOODWILL 126.8 50.7

The main items of goodwill in the period concern: Fair value adjustments relating to the main acquisitions carried
out in 2015 whose final accounting was completed in 2016, are
● Chongqing Liansheng for €31.6 million;
recognized in the 2016 consolidated financial statements.
● KMA for €36.3 million.
The Group’s acquisitions were paid exclusively in cash.
The residual unallocated goodwill is chiefly attributable to the
human capital of the companies acquired and the significant
synergies expected to result from these acquisitions.

The impact of these acquisitions on cash and cash equivalents for the period was as follows:

(€ millions) 2016 2015

Purchase price of acquisitions (181.6) (107.6)
Cash and cash equivalents of acquired companies 9.8 26.4
Purchase price outstanding at December 31 in respect
of acquisitions in the year
Purchase price paid in relation to acquisitions in prior years
40.1
(52.3)
14.1
(30.0)
5
IMPACT OF ACQUISITIONS ON CASH AND CASH EQUIVALENTS (184.0) (97.1)

The amount of €189.8 million shown on the “Acquisitions of Financial liabilities relating to put options
subsidiaries” line of the consolidated statement of cash flows
includes a net amount of €5.8 million in acquisition-related fees granted to holders of non-controlling interests
paid out.
Financial liabilities relating to put options granted to holders of
non-controlling interests amounted to €41.7 million at
December 31, 2016 (€40.5 million at December 31, 2015).
Unpaid contingent consideration
Contingent consideration for acquisitions carried out prior to
January 1, 2016 expired in 2016. The unpaid contingent
consideration had a positive €3.2 million impact on the income
statement, included in “Other operating income and expense, net”.

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The carrying amount and main characteristics of put options are detailed in the table below:

Start of exercise Price calculation

(€ millions) December 31, 2016 December 31, 2015 period reference
Kotiti 2015 EBITDA
- 3.5 September 2016 multiple
Matthews Daniel Price of the 81.1%
interest acquired in
1.0 6.4 2015 2014
Shandong Chengxin Engineering Average 2016 and
18.8 19.5 2017 accounts close 2017 EBIT multiple
Ningbo Average 2015 and
7.6 7.8 2016 accounts close 2016 EBIT multiple
Shanghai TJU Average 2015, 2016
and 2017 EBIT
3.1 3.2 2017 accounts close multiple
Chongqing Liansheng Average 2016, 2017
and 2018 EBIT
11.2 - 2018 accounts close multiple
TOTAL 41.7 40.5
Non-current 33.1 35.1
Current 8.6 5.4

Movements in the period were as follows:

(€ millions) 2016 2015

At January 1 40.5 29.6
(a)
New options 11.2 30.5
Options exercised (8.9) (16.4)
Change in the present value of the exercise price of outstanding options (1.1) (3.2)
AT DECEMBER 31 41.7 40.5
(a) Put options with a unit price equal to or less than 10% of the total amount of the put options granted by the Group to certain holders of non-controlling interests.

New options granted along with changes in the price of existing Options exercised had a positive €13.3 million impact on the
options had a negative €10.1 million impact on the “Other “Repayment of amounts owed to shareholders” line of the
movements” line in the consolidated statement of changes in consolidated statement of cash flows.
equity.

Comparative data The table below shows the Group’s key financial indicators
including major acquisitions carried out in 2016 such as Chongqing
In 2016, Bureau Veritas acquired companies and groups with Liansheng and Kuhlmann Monitoramente Agricola, as if these
aggregate annual revenue of around €124.2 million for the year acquisitions had been included in the consolidated financial
(2015: €81.8 million) and operating profit before amortization of statements at January 1, 2016. Operating profit includes
intangible assets resulting from business combinations of around 12-month amortization charged against intangible assets
€21.3 million (2015: €22.7 million). resulting from the business combinations.

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The main acquisitions carried out in 2016 do not have a material impact on comparative indicators in the consolidated statement of cash
flows.

(€ millions) 2016 2015

Revenue
As per financial statements 4,549.2 4,634.8
COMPARABLE 4,592.7 4,652.4
Operating profit
As per financial statements 609.7 576.9
COMPARABLE 616.4 580.2
Net profit
As per financial statements 335.1 267.7
COMPARABLE 336.9 269.9

Disposals
The Group finalized the sale of its German subsidiary One Tüv in 2016.
The table below shows the impacts of the businesses sold and held for sale on the statement of financial position and income statement.

(€ millions) 2016 2015

Assets and liabilities sold
Goodwill - 0.1
Non-current assets 0.5 5.0
Current assets - 2.6
Current and non-current liabilities - (1.7)
Carrying amount of assets sold 0.5 6.0
Gains/(losses) on disposals of businesses (0.5) (0.8)
Proceeds from disposals of businesses - 5.2
Of which payment received 0.7 -
Of which payment deferred - 5.2

The impact of the disposals on cash and cash equivalents is as follows:

(€ millions) 2016 2015

5
Amounts collected on discontinued operations 0.7 -
Cash and cash equivalents relating to discontinued operations - (1.6)
IMPACT OF DISCONTINUED OPERATIONS ON CASH AND CASH
EQUIVALENTS 0.7 (1.6)

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Note 13 Intangible assets

Currency
translation
Changes in differences and
December Acquisitions/ scope of other
(€ millions) 2015 Additions Disposals consolidation movements December 2016
Customer relationships 873.4 - - 92.0 33.8 999.2
Brands 61.7 - - 4.2 1.3 67.2
Non-competition agreements 37.2 - - - 0.7 37.9
Other intangible assets 131.4 12.4 (1.6) 1.2 16.8 160.2
Intangible assets in progress 13.9 18.6 - - (12.2) 20.3
Gross value 1,117.6 31.0 (1.6) 97.4 40.4 1,284.8
Customer relationships (343.2) (72.5) - - (12.7) (428.4)
Brands (48.6) (2.9) - (0.8) (52.3)
Non-competition agreements (18.4) (4.1) - - (0.7) (23.2)
Other intangible assets (78.0) (15.8) 1.5 (1.1) (0.7) (94.1)
Accumulated amortization and
impairment (488.2) (95.3) 1.5 (1.1) (14.9) (598.0)
Customer relationships 530.2 (72.5) - 92.0 21.1 570.8
Brands 13.1 (2.9) - 4.2 0.5 14.9
Non-competition agreements 18.8 (4.1) - - - 14.7
Other intangible assets 53.4 (3.4) (0.1) 0.1 16.1 66.1
Intangible assets in progress 13.9 18.6 (12.2) 20.3
INTANGIBLE ASSETS, NET 629.4 (64.3) (0.1) 96.3 25.5 686.8

Currency
translation
Changes in differences and
December Acquisitions/ scope of other
(€ millions) 2014 Additions Disposals consolidation movements December 2015
Customer relationships 842.1 0.1 (0.2) 44.7 (13.3) 873.4
Brands 60.2 - - 1.6 (0.1) 61.7
Non-competition agreements 35.7 - - - 1.5 37.2
Other intangible assets 107.4 19.4 (3.0) 0.7 6.9 131.4
Intangible assets in progress - 12.1 1.8 13.9
Gross value 1,045.4 31.6 (3.2) 47.0 (3.2) 1,117.6
Customer relationships (271.7) (76.1) - - 4.6 (343.2)
Brands (43.2) (5.6) - - 0.2 (48.6)
Non-competition agreements (13.4) (5.0) - - - (18.4)
Other intangible assets (66.5) (13.3) 2.7 (0.2) (0.7) (78.0)
Accumulated amortization and
impairment (394.8) (100.0) 2.7 (0.2) 4.1 (488.2)
Customer relationships 570.4 (76.0) (0.2) 44.7 (8.7) 530.2
Brands 17.0 (5.6) - 1.6 0.1 13.1
Non-competition agreements 22.3 (5.0) - - 1.5 18.8
Other intangible assets 40.9 6.1 (0.3) 0.5 6.2 53.4
Intangible assets in progress - 12.1 1.8 13.9
INTANGIBLE ASSETS, NET 650.6 (68.4) (0.5) 46.8 0.9 629.4

All of the amounts allocated to “Customer relationships” in 2016 Colombia, an additional amortization expense was recognized for
and 2015 relate to the acquisitions carried out during the €9.6 million in 2016.
respective financial year.
Research and development costs expensed in 2016 totaled
Amortization charged against intangible assets totaled €11.1 million (€15.2 million in 2015) and chiefly concern the
€95.3 million in 2016 (€100.0 million in 2015). Marine & Offshore business in France (€9.5 million), Maxxam
operations in Canada (€1.5 million) and research projects in Brazil
As a result of revisions to the amortization schedules of customer
(€0.1 million).
relationships relating to TH Hill in the US and Tecnicontrol in

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Note 14 Property, plant and equipment

Currency
Changes in translation
Acquisitions/ scope of differences and
(€ millions) December 2015 Additions Disposals consolidation other movements December 2016
Land 20.0 2.5 (4.2) - 1.0 19.3
Buildings 52.2 4.5 (2.2) 9.0 0.5 64.0
Fixtures and fittings, machinery and
equipment 851.5 61.2 (22.7) 12.7 51.4 954.1
IT equipment and other 272.6 25.2 (22.8) 6.3 3.5 284.8
Construction in progress 41.0 32.1 - - (39.5) 33.5
Gross value 1,237.2 125.5 (51.9) 28.0 16.9 1,355.7
Land - - - - -
Buildings (23.5) (2.0) 1.0 (6.0) 0.1 (30.4)
Fixtures and fittings, machinery and
equipment (519.0) (77.4) 17.8 (7.8) (11.6) (598.0)
IT equipment and other (196.2) (27.7) 20.3 (4.8) (0.3) (208.7)
Construction in progress (0.6) - - - 0.6 -
Accumulated depreciation and
impairment (739.3) (107.1) 39.1 (18.6) (11.2) (837.1)
Land 20.0 2.5 (4.2) - 1.0 19.3
Buildings 28.7 2.5 (1.2) 3.0 0.6 33.6
Fixtures and fittings, machinery and
equipment 332.5 (16.2) (4.9) 4.9 39.8 356.1
IT equipment and other 76.4 (2.5) (2.5) 1.5 3.2 76.1
Construction in progress 40.4 32.1 - - (38.9) 33.5
PROPERTY, PLANT AND
EQUIPMENT, NET 497.9 18.4 (12.8) 9.4 5.7 518.6

Currency
Changes in translation
Acquisitions/ scope of differences and
(€ millions) December 2014 Additions Disposals consolidation other movements December 2015
Land 15.1 4.8 (0.1) - 0.2 20.0
Buildings 51.3 2.9 (0.8) - (1.2) 52.2
Fixtures and fittings, machinery and
equipment
IT equipment and other
778.3
264.9
68.6
32.9
(22.4)
(27.4)
3.9
3.5
23.1
(1.3)
851.5
272.6 5
Construction in progress 28.5 28.5 - - (16.0) 41.0
Gross value 1,138.0 137.7 (50.7) 7.4 4.8 1,237.2
Land -
Buildings (22.3) (1.9) 0.8 - (0.1) (23.5)
Fixtures and fittings, machinery and
equipment (450.3) (74.2) 18.7 (2.5) (10.7) (519.0)
IT equipment and other (188.6) (29.0) 25.1 (2.8) (0.9) (196.2)
Construction in progress (1.2) - - - 0.6 (0.6)
Accumulated depreciation and
impairment (662.4) (105.1) 44.6 (5.3) (11.1) (739.3)
Land 15.1 4.8 (0.1) - 0.2 20.0
Buildings 29.0 1.0 - - (1.3) 28.7
Fixtures and fittings, machinery and
equipment 328.0 (5.6) (3.7) 1.4 12.4 332.5
IT equipment and other 76.3 3.9 (2.3) 0.7 (2.2) 76.4
Construction in progress 27.3 28.5 - - (15.4) 40.4
PROPERTY, PLANT AND
EQUIPMENT, NET 475.6 32.6 (6.1) 2.1 (6.3) 497.9

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The Group’s property, plant and equipment consists mainly of The laboratories of our Consumer Products division are located
laboratory equipment used in the Commodities and Consumer mainly in Asia.
Products testing businesses.
Depreciation charged against property, plant and equipment
The major centers of expertise for metals and minerals are in totaled €107.1 million in 2016 and €105.1 million in 2015.
Australia and Canada. The major centers of expertise in oil and
petrochemicals are based in the US and in Canada.

Note 15 Investments in equity-accounted companies

(€ millions) December 2016 December 2015

Investments in equity-accounted companies at January 1 4.8 5.1
Gains/(losses) during the year 0.8 0.8
Acquisitions - -
Other movements (0.6) (1.1)
INVESTMENTS IN EQUITY-ACCOUNTED COMPANIES AT DECEMBER 31 5.0 4.8

Based on criteria used by the Group (revenue, total assets and contribution to consolidated net profit), these investments are not deemed
material.

Note 16 Deferred income tax

The table below provides details of deferred income tax recognized in the statement of financial position:

Analysis of deferred income tax by maturity (€ millions) December 2016 December 2015
Deferred income tax assets
Non-current 83.7 85.2
Current 59.2 52.0
Total 142.9 137.2
Deferred income tax liabilities
Non-current (146.3) (141.5)
Current (18.5) (11.3)
Total (164.8) (152.8)
NET DEFERRED INCOME TAX LIABILITIES (21.9) (15.6)

Deferred taxes at December 31, 2016 are presented after offsetting deferred tax assets and deferred tax liabilities relating to the same
taxable entity.
Movements in deferred taxes during the year were as follows:

Movements in deferred taxes during the year (€ millions) December 2016 December 2015
Net deferred income tax assets (liabilities) at January 1 (15.6) (37.0)
Impact of change in accounting method for actuarial differences
Deferred tax income/(expense) for the year 10.6 35.5
Deferred income taxes recognized directly in equity 10.4 (5.2)
Changes in scope of consolidation (21.8) (11.6)
Exchange differences (5.5) 2.7
NET DEFERRED INCOME TAX LIABILITIES AT DECEMBER 31 (21.9) (15.6)

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Net changes in deferred taxes during the year are shown below before offsetting at the level of taxable entities:

Pension plans
and other Provisions for
employee benefit contract-related Tax loss Gains taxable in Customer
(€ millions) obligations disputes carryforwards future periods relationships Other Total
At December 31, 2014 40.6 0.8 27.1 (24.8) (156.9) 76.2 (37.0)
Income/(expense) recognized in
the income statement 1.3 (0.1) 4.7 (3.9) 18.4 15.1 35.5
Tax asset recognized directly in
equity (3.0) - - - - (2.2) (5.2)
Reclassifications - - - - - - -
Changes in scope of
consolidation - - - 0.6 (12.3) 0.1 (11.6)
Exchange differences 0.1 - (1.2) 1.5 2.6 (0.3) 2.7
At December 31, 2015 39.0 0.7 30.6 (26.6) (148.2) 88.9 (15.6)
Income/(expense) recognized in
the income statement (3.2) 0.4 0.4 (2.3) 19.6 (4.3) 10.6
Tax asset recognized directly in
equity 3.6 - - - - 6.8 10.4
Reclassifications - - - - - - -
Changes in scope of
consolidation - - - (0.2) (26.1) 4.5 (21.8)
Exchange differences - - 0.6 (0.6) (6.8) 1.3 (5.5)
AT DECEMBER 31, 2016 39.4 1.1 31.6 (29.7) (161.5) 97.2 (21.9)

Deferred tax assets on tax loss carryforwards were calculated At December 31, 2016, cumulative unrecognized tax loss
based on estimated future earnings of the loss-making carryforwards totaled €119.2 million, of which €22.8 million arose
subsidiaries. The calculation was made by reference to the 2017 in 2016 (December 31, 2015: €116.4 million, of which
budget and updated information taken from the 2020 strategic €25.1 million arose in 2015).
plan, both of which were drawn up in the last quarter of 2016. The
The tax impact of these tax loss carryforwards was €30.8 million,
timeframe used for these forecasts was within the period allowed
of which €6.1 million arose in 2016 (December 31, 2015:
by each country for the carry-forward of tax losses (pursuant to
€27.8 million, of which €5.9 million arose in 2015).
IAS 12.34).
Other deferred taxes relate mainly to non-deductible accrued
charges and provisions.

5
Note 17 Investments in non-consolidated companies

(€ millions) December 2016 December 2015

Investments in non-consolidated companies at January 1 1.3 1.1
Movements during the year
Acquisitions - -
Disposals - -
Other movements - 0.2
INVESTMENTS IN NON-CONSOLIDATED COMPANIES AT DECEMBER 31 1.3 1.3

All of the Group’s investments in non-consolidated companies correspond to shares acquired in unlisted companies.

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Note 18 Other financial assets

(€ millions) December 2016 December 2015

Deposits and guarantees 54.6 55.3
Other 14.6 15.7
OTHER NON-CURRENT FINANCIAL ASSETS 69.2 71.0
Non-monetary mutual funds (SICAV) - 2.3
Other 51.0 43.0
OTHER CURRENT FINANCIAL ASSETS 51.0 45.3

Deposits and guarantees primarily correspond to guarantee The €51.0 million recorded in “Other” in other current financial
deposits relating to lease payments on office premises and do not assets includes:
bear interest. All of the Group’s deposits and guarantees are
● €36.9 million relating to a financial receivable in connection
presented within non-current financial assets. The vast majority of
with bidding operations in China. The amounts received do not
these have maturities of one to five years.
correspond to the definition of a cash component within the
The Group considers that the fair value of these deposits and meaning of IAS 7;
guarantees approximated their carrying amount at December 31,
● €4.4 million relating to part of the price paid for acquisitions
2016 and December 31, 2015.
carried out in first-quarter 2017, deposited in an escrow
Non-current financial assets have been pledged by the Group and account.
represented a total carrying amount of €4.4 million at
December 31, 2016 (December 31, 2015: €5.4 million).

Note 19 Derivative financial instruments

A currency hedge has been contracted swapping a portion of the Group’s USPP debt in pounds sterling for euros.
The currency derivatives in place at December 31, 2016 were as follows:

Maturity Notional amount Fair value of derivatives (€ millions)

07/16/2018 GBP 23 million (2.4)
07/16/2020 GBP 40 million (5.7)
NON-CURRENT LIABILITIES (8.1)

The Group has set up multi-currency foreign exchange derivatives hedging the euro. These instruments are set up on a centralized basis and
are designed to protect the Group against currency risk arising mainly on intra-group loans and a portion of its external debt.
The foreign exchange derivatives maturing within one year (currency swaps and forward purchases and sales) in place at December 31,
2016 were as follows:

Currency Notional amount (millions of currency units) Fair value of derivatives (€ millions)
USD 423.0 0.9
CAD (370.5) (3.4)
ZAR (129.4) (0.1)
SGD (59.3) 0.2
RUB (81.3) 0.1
PLN 8.0 -
JPY 1,205.3 (0.1)
GBP (32.3) 0.9
CNY (1.2) (0.2)
AUD 121.9 (2.4)
SEK (101.7) (0.2)
DKK (68.5) -
CZK (129.0) -
NOK (12.9) -
CHF (3.4) -
NET LIABILITY (4.3)

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The Group had no interest rate hedges at the reporting date. No material ineffective portion was recognized in net financial
expense in 2016 in respect of cash flow hedges.
A negative residual balance of €2.8 million was carried in equity at
end-2016 in respect of changes in the fair value of cash flow In accordance with IFRS 13, the fair value of derivative
hedges. This will be reclassified to net financial expense as and instruments takes into account the Company’s own credit risk on
when the hedged cash flows affect profit or loss. derivative instruments with a negative fair value and its
counterparty risk on derivatives with a positive fair value. The
Interest expense on currency hedges classified as cash flow
impact on fair value of this change in estimate is recognized in the
hedges amounted to €0.1 million in 2016.
income statement for the period and is not material.

Note 20 Trade and other receivables

(€ millions) December 2016 December 2015

Trade receivables 1,393.9 1,292.4
Inventories 20.6 18.3
Other receivables 151.1 127.6
Gross value 1,565.6 1,438.3
Provisions at January 1 (64.1) (63.8)
Net additions/reversals during the period (5.7) 0.2
Changes in scope of consolidation (0.1) -
Currency translation differences and other movements 0.4 (0.5)
Provisions at December 31 (69.5) (64.1)
TRADE AND OTHER RECEIVABLES, NET 1,496.1 1,374.2

The Group considers that the fair value of its receivables There is little concentration of credit risk resulting from the
approximates their carrying amount as they all fall due within one Group’s trade receivables due to the significant number of clients
year. and their geographic diversity.
The table below presents an aged balance of trade and other receivables for which no impairment provisions have been set aside:

(€ millions) December 2016 December 2015

Trade receivables 1,393.9 1,292.4
of which
● provisioned 68.4 63.5 5
● not provisioned and due:
less than 1 month past due 155.4 167.0
1 to 3 months past due 120.9 133.6
3 to 6 months past due 68.3 69.9
more than 6 months past due 72.7 49.8

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Note 21 Cash and cash equivalents

(€ millions) December 2016 December 2015

Marketable securities 668.7 323.9
Cash at bank and on hand 425.4 199.0
TOTAL 1,094.1 522.9

The Group considers that cash and cash equivalents primarily accounts are difficult or even impossible to put in place (e.g., South
comprise available cash. Korea, India, China, Benin and Angola). In this case, cash at bank
and on hand is repatriated when dividends are paid.
Marketable securities correspond to units in monetary mutual
funds (SICAV) which meet the definition of cash and cash Cash that cannot be pooled represents only around 4% of cash at
equivalents set out in IAS 7. bank and on hand and is defined as cash balances in countries
which forbid or severely restrict transfers of cash. This concerns
Most of the “Cash at bank and on hand” item is considered to
just two countries: Iran and Venezuela.
represent available cash. In all, 40% of the Group’s cash at bank
and on hand is located in 66 countries where loans or current

Net cash and cash equivalents as reported in the consolidated statement of cash flows comprise:

(€ millions) December 2016 December 2015

Cash and cash equivalents 1,094.1 522.9
Bank overdrafts (Note 24) (6.0) (12.1)
NET CASH AND CASH EQUIVALENTS AS REPORTED IN THE
CONSOLIDATED STATEMENT OF CASH FLOWS 1,088.1 510.8

Note 22 Share capital

Share capital Capital reduction

The total number of shares making up the share capital was On December 16, 2016, the parent company reduced the share
442,000,000 at December 31, 2016 and 442,000,000 at capital by canceling 149,600 treasury shares representing a share
December 31, 2015. premium of €3.0 million.
All shares have a par value of €0.12 and are fully paid up.

Treasury shares
Capital increase At December 31, 2016, the Group held 5,271,033 of its own
shares. The carrying amount of these shares was deducted from
Following the exercise of 149,600 stock options and the creation
equity.
of 149,600 shares, the Group carried out a share capital increase
which included a share premium of €1.4 million.

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Note 23 Share-based payment
The Group has set up three types of long-term equity-settled Group has no legal or constructive obligation to repurchase or
compensation plans: settle the options in cash.
● stock purchase or subscription option plans; Depending on the plans, the options are subject to a vesting period
of three or five years and are valid for a term of eight or ten years
● stock subscription option plans on preferential terms;
after the grant date.
● performance share plans.
The exercise price is fixed when the options are awarded and
cannot be changed.
Pursuant to a decision of the Board of Directors on June 21, 2016,
Stock subscription and purchase option plans the Group awarded 1,312,400 stock purchase options to select
employees and to the Executive Corporate Officer. The options
granted may be exercised at a fixed price of €19.35.
Description
To be eligible for these awards, beneficiaries must have completed
Stock options are granted to senior managers and other select a minimum period of service and achieved certain performance
employees. Awards since 2011 have consisted solely of stock targets based on 2016 adjusted operating profit and the operating
purchase option plans which will require the Group to buy back its margin (adjusted operating profit/revenue) for 2017 and 2018.
shares on the market. All stock option plans granted up to 2010 The stock purchase options are valid for ten years after the grant
concern stock subscription options which entitle their holders to date.
subscribe for newly issued shares on exercise of their options. The
The average fair value of options granted during the year was
€2.35 per option (2015: €2.75).

MOVEMENTS IN OPTIONS:

Weighted average exercise Average residual life of

  price of options Number of options outstanding options
At December 31, 2014 16.89 5,632,280 5.5 years
Options granted during the year 20.51 1,344,000
Options canceled during the year 20.36 (560,172)
Options exercised during the year 11.18 (739,752)
At December 31, 2015 18.15 5,676,356 5.8 years
Options granted during the year 19.35 1,312,400
Options canceled during the year 20.21 (169,111)
Options exercised during the year
AT DECEMBER 31, 2016
12.95
18.55
(269,208)
6,550,437 5.8 YEARS 5
Out of the total number of outstanding options at each year-end, 3,230,260 options were exercisable at end-2016 (end-2015: 2,405,874
options).

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OVERVIEW OF STOCK OPTION PLANS AT DECEMBER 31, 2016:

  Number of options
Exercice price
  Expiration date  (in euros per option)  December 2016 December 2015
06/09/2008 Plan 06/09/16 9.59 - 105,600
07/03/2009 Plan 07/03/17 8.75 234,000 266,000
07/23/2010 Plan 07/23/18 11.58 312,000 324,000
07/18/2011 Plan 07/18/19 14.42 368,000 382,000
12/14/2011 Plan 12/14/19 13.28 78,480 78,480
07/18/2012 Plan 07/18/20 17.54 1,126,186 1,249,794
07/22/2013 Plan 07/22/21 21.01 1,111,594 1,167,973
07/16/2014 Plan 07/16/22 20.28 771,527 824,509
07/15/2015 Plan 07/15/25 20.51 1,248,250 1,278,000
06/21/2016 Plan 06/21/26 19.35 1,300,400
NUMBER OF OPTIONS AT DECEMBER 31 6,550,437 5,676,356

Measurement
Stock subscription plans at preferential terms
The fair value of options outstanding during the period was
determined using the Black-Scholes option pricing model.
On December 13, 2007, the Group set up an employee stock
The fair value of options granted in 2016 was calculated based on ownership plan pursuant to a decision of the Management Board.
the following main assumptions and characteristics: Within the scope of this plan, the Group’s employees subscribed
to 1,143,905 shares as part of a cash capital increase carried out
● exercise price: €19.35; for this purpose at a 20% discount on the IPO price of €37.75
● expected share volatility: 22.7% (2015: 22.1%); (corresponding to €9.44 after the four-for-one stock split on
June 21, 2013). The shares subscribed are non-transferable for a
● dividend yield: 2.6% (2015: 2.3%); period of five years.
● expected option life: 4 years (2015: 4 years);
● risk-free interest rate: 0.34% (2015: 0.08%), determined by
reference to the yield on government bonds over the estimated Performance share plans
life of the option.
The number of options that will vest is estimated based on an Description
attainment rate of 45% for performance targets in 2016 (2015:
100%) and an attrition rate of 1% per annum in 2016 (2015: 5%). Pursuant to a decision of the Board of Directors, the Group
The performance condition attached to the July 15, 2015 stock awarded 1,131,650 performance shares to certain employees and
purchase option plan was based on 2015 adjusted operating to the Executive Corporate Officer on June 21, 2016. Beneficiaries
profit. The attainment rate for the performance condition was must have completed three years of service to be eligible for the
98%. stock purchase option plans. Eligibility for stock purchase options
also depends on meeting a series of performance targets based on
In 2016, the expense recognized by the Group in respect of stock adjusted operating profit for 2016 and on the operating margin
options amounted to €2.8 million (2015: €3.0 million). (adjusted operating profit/revenue) in 2017 and 2018.

Overview of performance share plans at December 31, 2016:

Number of
Grant date Vesting date shares
07/22/2013 Plan 07/22/2017 or 07/22/2016 for employees of a French company 632,222
07/22/2013 Plan 07/22/2021 or 07/22/2022 720,000
07/16/2014 Plan 07/16/2018 or 07/16/2017 for employees of a French company 826,365
07/15/2015 Plan 07/15/2019 or 07/15/2018 for employees of a French company 1,048,998
06/21/2016 Plan 06/21/2019 1,110,850
NUMBER OF SHARES AT DECEMBER 31, 2016 4,338,435

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Measurement The award of performance shares to the Executive Corporate
Officer in 2013 was amended pursuant to a decision of the Board
The fair value of performance shares awarded to certain of Directors on March 23, 2016. The impact of this change on the
employees and to the Executive Corporate Officer was fair value was €1.33 (2013: €5.77). The following main
determined using the Black-Scholes option pricing model, except assumptions were used to price these performance shares:
for the fair value of performance shares awarded to the Executive
Corporate Officer in 2013, which was calculated using binomial ● share price at the grant date and at the date the award was
and Monte Carlo methods. amended;

The weighted average fair value of performance shares awarded ● benchmark price: €19.00 (2013: €20.26);
to certain employees and the Executive Corporate Officer in 2016 ● Bureau Veritas volatility: 18.66% (2013: 19.5% and 24.6%);
was €17.65 per share (2015: €17.66), based on the following
assumptions: ● dividend yield: 2.6% (2013: 2%);
● share price at the grant date; ● borrower interest rate: 5.3% (2013: 7%);
● dividend yield: 2.6% (2015: 2.3%); ● risk-free rate: -0.23% (2013: 0.12% to 1.51%);
● discount corresponding to risks and liquidity requirements: N/A ● discount corresponding to risks and liquidity requirements:
(2015: 14.05%). 9.55% (2013: 10.78%).

The number of shares that will vest is estimated based on an The number of shares that will vest is estimated based on an
attainment rate of 57% for performance targets in 2016 (2015: attrition rate of zero.
100%) and an attrition rate of 5% per annum (as in 2015). The In 2016, the expense recognized by the Group in respect of
performance condition attached to the July 15, 2015 plan was performance shares amounted to €18.0 million (2015:
based on adjusted operating profit for 2015. The attainment rate €18.9 million).
for the performance condition was 98%.

Note 24 Borrowings and financial debt

Due within Due between Due between Due beyond

(€ millions) Total 1 year 1 and 2 years 3 and 5 years 5 years
At December 31, 2015
Bank borrowings and debt (long-term portion) 1,311.0 27.6 928.9 354.5
Bond issue 1,000.0 500.0 - 500.0
Non-current borrowings and financial debt 2,311.0 527.6 928.9 854.5
Current bank borrowings and debt 66.8 66.8
Bank overdrafts 12.1 12.1
Current borrowings and financial debt
At December 31, 2016
78.9 78.9
5
Bank borrowings and debt (long-term portion) 1,292.9 174.5 852.8 265.6
Bond issue 1,200.0 - 500.0 700.0
NON-CURRENT BORROWINGS AND DEBT
(LONG TERM PORTION) 2,492.9 174.5 1,352.8 965.6
Current bank borrowings and debt 83.5 83.5
Bond issue 500.0 500.0
Bank overdrafts 6.0 6.0
BORROWINGS AND FINANCIAL DEBT CURRENT 589.5 589.5

Due within Due between Due between Due beyond

(€ millions) Total 1 year 1 and 2 years 3 and 5 years 5 years
Estimated interest payable on bank
borrowings and debt 318.8 84.4 72.4 128.7 33.3
Impact of cash flow hedges (principal and
interest) 5.4 - 2.0 3.4 -

Gross debt increased by €692.5 million between December 31, In the table above, interest takes into account the impact of debt
2015 and December 31, 2016, to €3,082.4 million. This increase hedging (currency derivatives).
chiefly reflects the pre-financing in advance of term in 2016 of the
€500 million bond issue maturing in May 2017.

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At December 31, 2016, virtually all of the Group’s gross debt Available financing
related to the facilities described below.
At December 31, 2016, the Group has a confirmed financing
facility (the 2012 syndicated loan) totaling €450 million.
Non-bank financing
Non-bank financing includes: Covenants
● the 2008, 2010, 2011 & 2014, and 2013 & 2014 US Private
Placements in a total amount of USD 616 million, At December 31, 2016, the same financial covenants were in
€184.1 million and GBP 63 million; force as at December 31, 2015. The Group complied with all such
covenants at both end-2016 and end-2015:
● the different tranches of Schuldschein notes totaling
€287 million; ● the first covenant is defined as the ratio of adjusted
consolidated net financial debt divided by consolidated EBITDA
● the bond issues carried out in May 2012, January 2014 and (earnings before interest, tax, depreciation, amortization and
September 2016 for a total amount of €1.7 billion. provisions), adjusted over the preceding 12 months for any
acquired entity. The ratio must be below 3.25. At December 31,
2016, it stood at 2.20;
Bank financing ● the second covenant represents consolidated EBITDA (earnings
before interest, tax, depreciation, amortization and provisions),
Bank financing included two facilities at December 31, 2016: adjusted over the preceding 12 months for any acquired entity,
● the confirmed, undrawn 2012 syndicated loan for an amount of divided by the Group’s net interest expense. The ratio must be
€450 million; above 5.5. At December 31, 2016, it stood at 10.11.

● a bank facility totaling USD 200 million and drawn in full.

Breakdown by currency
Current and non-current bank borrowings and debt can be analyzed as follows by currency:

Currency (€ millions) December 2016 December 2015

US dollar (USD) 775.3 750.8
Euro (€) 2,283.3 1,611.4
Other currencies 17.8 15.7
TOTAL 3,076.4 2,377.9

The GBP tranches of the 2008 US Private Placement were converted into euros using a currency swap and are therefore included on the
“Euro (EUR)” line. Derivative financial instruments are described in further detail in Note 19 – Derivative financial instruments.

Fixed rate/floating rate breakdown

At December 31, 2016, gross borrowings and financial debt can be analyzed as follows:

(€ millions) December 2016 December 2015

Fixed rate 2,518.4 1,837.7
Floating rate 558.0 540.2
TOTAL 3,076.4 2,377.9

The contractual repricing dates for floating rates are six months or less. The reference rates used are Euribor for floating-rate borrowings in
euros and USD Libor for floating-rate borrowings in US dollars.

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The interest rates applicable to the Group’s floating-rate bank borrowings and the margins at the end of the reporting period are detailed
below:

Currency December 2016 December 2015

US dollar (USD) 2.18% 1.68%
Euro (€) 1.10% 1.15%

Effective interest rates approximate nominal rates for all financing facilities.
Analyses of sensitivity to changes in interest and exchange rates as defined by IFRS 7 are provided in Note 34 – Additional financial
instrument disclosures.

Financial indicators not defined by IFRS

In its external reporting on borrowings and financial debt, the Group uses an indicator known as adjusted net financial debt. This indicator is
not defined by IFRS but is determined by the Group based on the definition set out in its bank covenants:

(€ millions) December 2016 December 2015

Non-current borrowings and financial debt 2,492.9 2,311.0
Current borrowings and financial debt 589.5 78.9
BORROWINGS AND FINANCIAL DEBT, GROSS 3,082.4 2,389.9
Cash and cash equivalents (1,094.1) (522.9)
NET FINANCIAL DEBT 1,988.3 1,867.0
Currency hedging instruments (as per bank covenants) 8.1 (4.3)
ADJUSTED NET FINANCIAL DEBT 1,996.4 1,862.7

Note 25 Other financial liabilities

(€ millions) December 2016 December 2015

Payable on acquisitions of companies
Put options granted to holders of non-controlling interests
37.2
33.1
12.7
35.1
5
Other 4.5 4.3
OTHER NON-CURRENT FINANCIAL LIABILITIES 74.8 52.1
Payable on acquisitions of companies 25.2 49.7
Put options granted to holders of non-controlling interests 8.6 5.4
Other 72.5 61.8
OTHER CURRENT FINANCIAL LIABILITIES 106.3 116.9

The €72.5 million recorded in “Other” in other current financial ● €23.2 million relating to dividends payable to former
liabilities includes: shareholders of Chinese subsidiaries acquired in 2015
(€10.0 million) and 2016 (€13.2 million).
● €36.9 million relating to a financial liability in connection with
bidding operations in China. The amounts received are to be
paid over to candidates at the end of the bidding process;

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Note 26 Pension plans and other long-term employee benefits

The Group’s defined benefit plans cover the following:
● pension schemes, primarily comprising plans that have been closed to new entrants for several years. The Group’s pension schemes are
generally unfunded – except for a very limited number that are funded through payments to insurance companies – and are valued based
on periodic actuarial calculations;
● termination benefits; and
● long-service awards.
The related obligations recorded in the statement of financial position were as follows:

(€ millions) December 2016 December 2015

Present value of defined benefit obligations 203.4 171.5
Of which pension benefits 90.4 75.0
Of which termination benefits 77.0 70.3
Of which long-service awards 36.0 26.2
Fair value of plan assets (25.1) (23.1)
DEFICIT/(SURPLUS) 178.3 148.4

The income statement charge by type of benefit was:

(€ millions) 2016 2015

Pension benefits (5.2) (3.9)
Termination benefits (12.8) (10.5)
Long-service awards (6.4) (3.5)
TOTAL (24.4) (17.8)

Pension benefits
The amounts recognized in the statement of financial position in respect of pension benefit obligations were computed as follows:

(€ millions) December 2016 December 2015

Present value of funded obligations 32.3 29.4
Fair value of plan assets (25.1) (23.1)
Deficit/(surplus) on funded obligations 7.2 6.3
Present value of unfunded obligations 58.1 45.7
LIABILITY RECOGNIZED IN THE STATEMENT OF FINANCIAL POSITION 65.3 52.0

The table below shows the amounts recognized in the income statement:

(€ millions) 2016 2015

Current service cost included in operating profit (3.3) (2.4)
Interest cost (1.3) (1.2)
Expected return on pension plan assets 0.3 0.2
TOTAL INCLUDED IN NET FINANCIAL EXPENSE (1.0) (1.0)

The actual return on plan assets was €1.1 million in 2016 versus €5.0 million in 2015.

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Movements in the benefit obligation during the period were as follows:

(€ millions) 2016 2015

At January 1 75.0 86.2
Current service cost 3.3 2.4
Interest cost 1.3 1.2
Actuarial losses/(gains) 14.2 (3.2)
Currency translation differences (2.0) 2.0
Benefits paid (3.5) (10.2)
Liabilities assumed in a business combination and other movements 2.1 (3.3)
AT DECEMBER 31 90.4 75.0

Movements in the fair value of plan assets during the period were as follows:

(€ millions) 2016 2015

At January 1 23.0 29.5
Implicit return on pension plan assets 0.3 0.2
Actuarial (losses)/gains 0.8 (0.4)
Currency translation differences (1.7) 1.6
Employer contributions 1.3 (4.5)
Other movements 1.4 (3.4)
AT DECEMBER 31 25.1 23.0

Plan assets break down as follows by type of financial instrument:

(€ millions) December 2016 December 2015

Equity instruments 24.6 98% 22.4 97%
Debt instruments 0.2 1% 0.3 1%
Other 0.2 1% 0.3 1%
TOTAL 25.1 100% 23.0 100%

The tables below show the main actuarial assumptions used:

United December
5
  Germany France Italy Netherlands Kingdom 2016
Discount rate 1.9% 1.7% 1.0% - 2.7% 2.0%
Implicit return on pension plan assets 2.7% 2.7%
Estimated increase in future salary levels 3.4% 3.0% 1.5% - 3.4% 3.0%
Estimated increase in future pension
benefit levels 1.5% 2.0% 2.6% - 2.5% 2.1%

United December
  Germany France Italy Netherlands Kingdom 2015
Discount rate 2.5% 2.1% 1.3% 2.5% 3.8% 2.5%
Implicit return on pension plan assets 3.8% 3.8%
Estimated increase in future salary levels 1.5% 3.0% 2.0% 0.6% 3.0% 2.6%
Estimated increase in future pension
benefit levels 1.5% 2.0% 3.0% 0.5% 3.0% 2.1%

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Data for 2016 and 2015 represent the weighted average rate for rates used by the five countries of the Group with the most
the five countries. significant obligations. At December 31, 2016, the benefit
obligation relating to France, which represented the Group’s most
Assumptions concerning future mortality rates are based on
significant obligation, totaled €52.6 million (end-2015:
published statistics and historical data for each geographical
€40.9 million). The discount rate used for France in 2016 was
region. INSEE 2009/2011 tables were used for benefit obligations
1.71%. An increase of 0.5% in the discount rate would reduce the
in France.
obligation for France by 7.9%. A decrease of 0.5% in the discount
The discount rate corresponds to the yield on investment grade rate would increase the obligation for France by 8.9%.
corporate bonds (iBoxx Corporate € AA) and is the average of the

Termination benefits
The Group’s obligations for termination benefits generally relate to lump-sum payments made to employees on retirement. However, in
certain countries these obligations also include termination benefits payable to employees who are not retiring. These benefits are covered
by unfunded plans.
Movements in the related benefit obligation during the period were as follows:

(€ millions) 2016 2015

At January 1 70.3 71.0
Current service cost 8.4 8.2
Interest cost 1.3 1.1
Actuarial losses/(gains) 5.6 (4.1)
Currency translation differences 0.5 1.2
Benefits paid (8.4) (7.0)
Liabilities assumed in a business combination and other movements (3.8) (1.2)
Curtailments and settlements 3.1 1.1
AT DECEMBER 31 77.0 70.3

The main actuarial assumptions used were as follows:

  December 2016 December 2015

Discount rate 2.0% 2.5%
Estimated increase in future salary levels 3.0% 2.6%

The discount rate corresponds to the yield on investment grade significant obligation, totaled €57.0 million (end-2015:
corporate bonds (iBoxx Corporate € AA) and is the average of the €50.3 million). The discount rate used for France in 2016 was
rates used by the five countries of the Group with the most 1.71%. An increase of 0.5% in the discount rate would reduce the
significant obligations. At December 31, 2016, the benefit obligation for France by 6.9%. A decrease of 0.5% in the discount
obligation relating to France, which represented the Group’s most rate would increase the obligation for France by 7.7%.

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Long-service awards
Movements in the Group’s obligation relating to long-service awards were as follows:

(€ millions) 2016 2015

At January 1 26.2 30.7
Current service cost 5.2 2.4
Interest cost 0.5 0.7
Currency translation differences 1.7 0.4
Benefits paid (3.1) (3.2)
Other movements 5.5 (4.8)
AT DECEMBER 31 36.0 26.2

The discount rate corresponds to the yield on investment grade €22.1 million (end-2015: €18.7 million). The discount rate used
corporate bonds and is the average of the rates used by the five for France in 2016 was 1.31%. An increase of 0.5% in the discount
countries of the Group with the most significant obligations. At rate would reduce the obligation for France by 5.7%. A decrease
December 31, 2016, the benefit obligation relating to France, of 0.5% in the discount rate would increase the obligation for
which represented the Group’s most significant obligation, totaled France by 6.2%.

Actuarial gains and losses

(€ millions) December 2016 December 2015

Cumulative actuarial (gains)/losses recognized in equity at January 1 48.4 55.4
Actuarial (gains)/losses recognized in equity during the year 19.1 (7.0)
Experience adjustments 5.3 (1.4)
Changes in actuarial assumptions 12.9 (5.7)
Changes in return on pension plan assets 0.9 0.1
CUMULATIVE ACTUARIAL (GAINS)/LOSSES RECOGNIZED IN EQUITY
AT DECEMBER 31 67.5 48.4

Defined contribution plans

Payments made under defined contribution plans in 2016 totaled €77.5 million (2015: €75.5 million).
5

Note 27 Provisions for liabilities and charges

Currency
translation
Utilized Surplus Changes in differences
December provisions provisions Impact of scope of and other December
(€ millions) 2015 Additions reversed reversed discounting consolidation movements 2016
Provisions for
contract-related
disputes 57.5 10.2 (8.6) (2.4) 0.3 - 0.8 57.8
Other provisions for
liabilities and charges 76.2 22.3 (41.5) (1.4) - 6.8 1.4 63.8
TOTAL 133.7 32.5 (50.1) (3.8) 0.3 6.8 2.2 121.6

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Currency
Utilized Surplus Changes in translation
December provisions provisions Impact of scope of differences and December
(€ millions) 2014 Additions reversed reversed discounting consolidation other movements 2015
Provisions for
contract-related
disputes 51.5 11.1 (1.8) (3.3) - - - 57.5
Other provisions for
liabilities and charges 63.6 29.7 (20.1) (5.4) - - 8.4 76.2
TOTAL 115.1 40.8 (21.9) (8.7) - - 8.4 133.7

Provisions for contract-related disputes Based on the insurance coverage in place and the latest available
information, and having received advice from counsel, the Group
In the ordinary course of business, the Group is involved with does not believe these disputes will have a material adverse
regard to some of its activities in a number of litigation impact on its consolidated financial statements.
proceedings seeking to establish its professional liability in
connection with services provided. Although the Group takes care
to manage risks and the quality of the services it provides, some Other provisions for liabilities and charges
services may give rise to claims and result in financial penalties.
Changes in provisions for contract-related disputes result from Other provisions for liabilities and charges include provisions for
changes in estimates and reflect developments in litigation restructuring, tax risks, losses on completion and miscellaneous
proceedings during the period and newly identified risks which, in other provisions, the amounts of which are not material taken
view of the Group’s insurance coverage, are not material taken individually.
individually. Provisions may be set aside to cover the expenses The Group set aside an additional amount of €22.3 million under
resulting from such proceedings and are calculated taking into other provisions for liabilities and charges and wrote back
account the Group’s insurance policies. provisions in an amount of €42.9 million, representing a net
In 2016, the Group decided to recognize a provision for some of decrease of €20.6 million in this item. Provisions relating to
these risks in an amount of €10.2 million (2015: €11.1 million) in restructuring increased by €8.6 million over the period, while
light of the progress of certain claims. provisions for tax risks decreased by €22.2 million. The remaining
changes over the period include provisions booked for losses on
The calculation of provisions for liabilities and charges at contracts and provisions relating to other operational risks.
December 31, 2016 reflects changes in the one-off dispute arising
in 2004 in relation to the construction of a hotel and shopping Regarding ongoing tax disputes at the level of Bureau Veritas SA
complex in Turkey. The amount booked for the dispute arising in and at the level of the other legal entities, the Group, having taken
2004 concerning the Gabon Express airplane crash remained advice from its counsel, deems that the provisions for other
unchanged during the year. A detailed description of the status of liabilities presented in its financial statements reflect the best
these disputes is provided in section 1.12 – Legal, administrative, assessment of the potential consequences of these disputes.
government and arbitration procedures and investigations in the There are no legal, administrative, government and arbitration
2016 Registration document. procedures and investigations (including any proceedings of which
For risks relating to the Government Services business described the Company is aware that are pending or with which the Group is
in Chapter 1.11.1 – Risks relating to the Group’s operations and threatened) that could have, or have had over the last 12 months,
activities, the Group, after taking advice from its counsel, a material impact on the Group’s financial position or profitability.
considers that the provisions accrued in respect of the disputes in
progress are adequate.

Note 28 Trade and other payables

(€ millions) December 2016 December 2015

Trade payables 347.9 302.5
Prepaid income 127.8 128.2
Accrued taxes and payroll costs 501.2 479.1
Other payables 64.6 53.0
TOTAL 1,041.5 962.8

Prepaid income primarily corresponds to amounts invoiced on contracts in progress for services that have not yet been performed.

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Note 29 Movements in working capital attributable to operations
This caption totaled a negative €37.2 million in 2016 and a positive €48.5 million in 2015, and can be analyzed as follows:

(€ millions) December 2016 December 2015

Trade receivables (34.9) 34.4
Trade payables (3.4) (24.9)
Other receivables and payables 1.1 39.0
MOVEMENTS IN WORKING CAPITAL ATTRIBUTABLE TO OPERATIONS (37.2) 48.5

Note 30 Non-current assets and liabilities held for sale

At December 31, 2016, the Group did not identify any assets or liabilities held for sale within the next 12 months.

(€ millions) December 2016 December 2015

Assets held for sale
Property, plant and equipment - 4.5
Trade and other receivables - 0.5
Cash and cash equivalents - 1.6
TOTAL - 6.6
Liabilities held for sale
Non-current financial liabilities - 1.4
Trade and other payables - 0.4
TOTAL - 1.8

Certain assets arising from acquisitions carried out in China were than the carrying amount will reduce the dividend accordingly. As
classified as held for sale in 2015 but were not sold in 2016. These a result, there is no financial risk relating to these assets.
relate to shares in a school and in real estate companies.
At December 31, 2016, these assets are shown in “Other current
The entire proceeds from the sale of these assets will be used to
pay dividends to the former owners. Any sales carried out at less
financial assets” in the statement of financial position for
€4.2 million, which represents their carrying amount. 5

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Note 31 Earnings per share

Details of the calculation of the weighted average number of ordinary and diluted shares outstanding used to compute basic and diluted
earnings per share are provided below:

(in thousands) 2016 2015

Number of shares constituting the share capital at January 1 442,000 443,033
Number of shares issued during the year (accrual basis)
Performance shares awarded - -
Stock purchase or subscription options exercised 188 540
Number of treasury shares (5,040) (5,796)
Weighted average number of ordinary shares outstanding 437,148 437,776
Dilutive impact
Performance shares awarded 2,867 5,033
Stock subscription or purchase options 129 409
WEIGHTED AVERAGE NUMBER OF SHARES USED TO CALCULATE
DILUTED EARNINGS PER SHARE 440,144 443,218

Basic earnings per share

Basic earnings per share is calculated by dividing net profit attributable to owners of the Company by the weighted average number of
ordinary shares outstanding during the period.

  2016 2015
Net profit attributable to owners of the Company (€ thousands) 319,445 255,283
Weighted average number of ordinary shares outstanding (in thousands) 437,148 437,776
BASIC EARNINGS PER SHARE (€) 0.73 0.58

Diluted earnings per share based on the exercise price and the fair value of the subscription
rights attached to the outstanding stock options. The number of
Diluted earnings per share is calculated by adjusting the weighted shares calculated as above is then compared with the number of
average number of ordinary shares outstanding to reflect the shares that would have been issued had the stock options been
conversion of dilutive potential ordinary shares. exercised.

The Company has two categories of dilutive potential ordinary Performance shares are potential ordinary shares whose award is
shares: stock subscription options and performance shares. contingent on having completed a minimum period of service and
achieving a series of performance targets. The performance
For stock subscription options, a calculation is carried out in order shares taken into account are those that could have been issued
to determine the number of shares that could have been issued assuming December 31 was the end of the vesting period.

  2016 2015
Net profit attributable to owners of the Company (€ thousands) 319,445 255,283
Weighted average number of ordinary shares outstanding (in thousands) 440,144 443,218
DILUTED EARNINGS PER SHARE (€) 0.73 0.58

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Note 32 Dividend per share
On May 23, 2016, the Company paid out dividends to eligible shareholders in respect of 2015. The dividend payout totaled €222.8 million,
corresponding to a dividend per share of €0.51 (2015: €0.48).

Note 33 Off-balance sheet commitments and pledges

The Group’s commitments primarily relate to financing activities (credit lines, warranties and guarantees given), as well as obligations under
operating leases.

Off-balance sheet commitments relating Credit lines carried in the books of Bureau
to financing activities Veritas Holding Inc.
The Group has a USD 200 million bank financing facility that is
carried on the books of Bureau Veritas Holding Inc. and secured by
Confirmed, undrawn credit lines the parent company, Bureau Veritas. This facility has been drawn
At December 31, 2016, the Group has an undrawn syndicated down in full by the Company.
borrowing facility (the 2012 syndicated loan) totaling
€450 million.

Guarantees given
Guarantees given break down as follows by amount and maturity:

Due within Due between Due beyond

(€ millions) Total 1 year 1 and 5 years 5 years
At December 31, 2016 421.2 231.2 165.8 24.2
At December 31, 2015 381.1 215.9 140.9 24.3

Guarantees given include bank guarantees and parent company They usually represent a percentage of the contract price –
guarantees. generally around 10%;
● bank guarantees: these are primarily bid and performance ● parent company guarantees: these concern performance bonds
bonds:
● bid bonds cover their beneficiaries in the event that a
which may be for a limited amount and duration or an unlimited
amount. The amount taken into account to measure
performance bonds for an unlimited amount is the total value of
5
commercial offering is withdrawn, a contract is not signed, or
the contract.
requested guarantees are not provided,
At December 31, 2016 and 2015, the Group considered that the
● performance bonds guarantee the buyer that the Group will
risk of a cash outflow on these guarantees was low.
meet its contractual obligations as provided under contract.

Off-balance sheet commitments relating to operating activities

Operating leases: commitments and recognized lease charges

The Group leases offices, laboratories and equipment under both non-cancelable and cancelable operating lease agreements. The leases
have varying terms, escalation clauses and renewal rights.
Recognized lease charges can be analyzed as follows:

(€ millions) 2016 2015

Operating lease charges 144.2 142.2
Of which property leases 132.2 130.0
Of which equipment leases 12.0 12.2

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Future aggregate minimum lease payments under non-cancelable operating leases relating to property (excluding rental service charges)
can be analyzed as follows:

(€ millions) December 2016 December 2015

Future minimum lease payments 330.3 395.3
Due within 1 year 115.5 106.5
Due between 1 and 5 years 165.4 198.3
Due beyond 5 years 49.4 90.5

Transition to IFRS 16 However, the Group’s strategy is to introduce a certain degree of

flexibility into its lease portfolio by using renewal options which it
The Group is currently analyzing the impact of IFRS 16 on its may choose to exercise at its discretion. Some such leases could
recognition principles. be considered as being almost certain and therefore accounted for
Future lease charges recognized to date in accordance with as non-cancellable leases within the meaning of IFRS 16.
IAS 17 relate solely to non-cancellable real estate leases.

Pledges

Amount of assets Total amount in statement

(€ millions) Type pledged(a) of financial position(b) Corresponding %(a)/(b)
At December 31, 2016
Other non-current financial assets Pledge 4.4 69.2 6.4%
TOTAL ASSETS PLEDGED 4.4 6,115.6 0.1%
At December 31, 2015
Other non-current financial assets Pledge 5.4 71.0 7.6%
TOTAL ASSETS PLEDGED 5.4 5,157.2 0.1%

Non-current financial assets had been pledged by the Group in a None of the Group’s intangible assets or property, plant and
total carrying amount of €4.4 million at December 31, 2016. equipment had been pledged at either December 31, 2016 or
December 31, 2015.

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Note 34 Additional financial instrument disclosures
The table below presents the carrying amount, valuation method and fair value of financial instruments classified in each IAS 39 category at
the end of each reporting period:

IAS 39 measurement method

IAS 39 Carrying Amortized Fair value through Fair value through Fair
  category amount cost Cost equity profit or loss value
At December 31, 2016
Financial assets
Investments in non-consolidated
companies FVPL 1.3 - - - 1.3 1.3
Other non-current financial assets HTM 69.2 69.2 - - - 69.2
Trade and other receivables LR 1,439.3 1,439.3 - - - 1,439.3
Current financial assets LR 51.0 51.0 - - - 51.0
Derivative financial instruments FVPL/FVE 3.7 - - - 3.7 3.7
Cash and cash equivalents FVPL 1,094.1 - - - 1,094.1 1,094.1
Financial liabilities
Bank borrowings and debt AC 3,076.4 3,076.4 - - - 3,278.4
Bank overdrafts FVPL 6.0 - - - 6.0 6.0
Other non-current financial liabilities AC/FVE 74.8 66.2 - 8.6 - 74.8
Trade and other payables AC 1,041.5 1,041.5 - - - 1,041.5
Current financial liabilities AC/FVE 106.3 73.2 - 33.1 - 106.3
Derivative financial instruments FVPL/FVE 16.1 - - 8.1 8.0 16.1
At December 31, 2015
Financial assets
Investments in non-consolidated
companies FVPL 1.3 - - - 1.3 1.3
Other non-current financial assets HTM 71.0 71.0 - - - 71.0
Trade and other receivables LR 1,316.6 1,316.6 - - - 1,316.6
Current financial assets LR 43.0 43.0 - - - 43.0
Current financial assets FVPL 2.3 - - - 2.3 2.3
Derivative financial instruments
Cash and cash equivalents
FVPL/FVE
FVPL
20.7
522.8
-
-
-
-
4.3
-
16.4
522.8
20.7
522.8
5
Financial liabilities
Bank borrowings and debt AC 2,377.8 2,377.8 - - - 2,528.0
Bank overdrafts FVPL 12.1 - - - 12.1 12.1
Other non-current financial liabilities AC/FVE 52.1 14.1 - 38.0 - 52.1
Trade and other payables AC 962.8 962.8 - - - 962.8
Current financial liabilities AC/FVE 116.9 111.5 - 5.4 - 116.9
Derivative financial instruments FVPL/FVE 1.8 - - - 1.8 1.8
NB: The following abbreviations are used to represent IAS 39 financial instrument categories:
● HTM for held-to-maturity assets;
● LR for loans and receivables;
● FVPL for instruments at fair value through profit or loss (excluding accrued interest not yet due);
● FVE for instruments at fair value through equity (excluding accrued interest not yet due);
● AC for financial debt measured at amortized cost.

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With the exception of the items listed below, the Group considers their carrying amount. This corresponds to level 2 in the fair value
the carrying amount of the financial instruments reported on the hierarchy (fair value based on observable market inputs).
statement of financial position to approximate their fair value.
The fair value of exchange derivatives is equal to the difference
The fair value of current financial instruments such as SICAV between the present value of the amount sold or purchased in a
mutual funds is their last known net asset value (level 1 in the fair given currency (translated into euros at the futures rate) and the
value hierarchy). amount sold or purchased in this same currency (translated into
euros at the closing rate).
The fair value of cash, cash equivalents and bank overdrafts is
their face value in euros or equivalent value in euros translated at The fair value of currency derivatives is determined by discounting
the closing exchange rate. Since these assets and liabilities are the present value of future cash flows (interest receivable in
very short-term items, the Group considers that their fair value pounds sterling and payable in euros, along with the future
approximates their carrying amount. purchase of pounds sterling against euros) over the remaining
term of the instrument at the end of the reporting period. The
The fair value of each of the Group’s fixed-rate facilities (USPP
discount rates used are the market rates that correspond to the
2008, USPP 2010, USPP 2011, USPP 2014, SSD and the four
maturity of the cash flows. The present value of the cash flows
bond issues) is determined based on the present value of future
denominated in pounds sterling is translated into euros at the
cash flows discounted at the appropriate market rate for the
closing exchange rate.
currency concerned (euros, pounds sterling or US dollars) at the
end of the reporting period, adjusted to reflect the Group’s own The fair value of exchange derivatives and other currency
credit risk. The fair value of the Group’s floating-rate facilities instruments is calculated using valuation techniques drawing on
(2012 syndicated loan, USPP 2013, USPP 2014, and certain observable market inputs (level 2 of the fair value hierarchy) and
tranches of the SSD facility and the 2015 bank facility) is close to generally accepted pricing models.

The nature of the gains and losses arising on each financial instrument category can be analyzed as follows:

Adjustments for
Net gains/ Net
Amortized Exchange Accumulated (losses) gains/(losses)
(€ millions) Interest Fair value cost differences impairment in 2016 in 2015
Held-to-maturity assets HTM - - - - - - -
Loans and receivables LR - - - 0.6 (5.7) (5.1) (5.4)
Financial assets and liabilities
at fair value through profit or
loss FVPL 2.9 - - (2.8) - (2.8) 7.9
Borrowings and financial debt
carried at amortized cost AC (92.8) - - 11.0 - 11.0 (5.9)
TOTAL (89.9) - - 8.8 (5.7) 3.1 (3.4)

Sensitivity analysis reported in the consolidated financial statements, even though

the value of the items concerned remains unchanged in their
Due to the international scope of its operations, the Group is original currencies.
exposed to currency risk on its use of several different currencies, In 2016, over 70% of Group revenue resulted from the
even though hedges arise naturally with the matching of income consolidation of financial statements of entities with functional
and expenses in a number of Group entities where services are currencies other than the euro:
provided locally.
● 19.0% of revenue was generated by entities whose functional
currency is the US dollar or a currency linked to the US dollar
Operational currency risk (including the Hong Kong dollar);
For the Group’s businesses present in local markets, income and ● 10.1% of revenue was generated by entities whose functional
expenses are mainly expressed in local currencies. For the Group’s currency is the Chinese yuan;
businesses relating to international markets, part of the revenue is
denominated in US dollars. ● 4.2% of revenue was generated by entities whose functional
currency is the Canadian dollar;
The proportion of 2016 consolidated dollar-denominated revenue
generated in countries with functional currencies other than the ● 3.9% of revenue was generated by entities whose functional
US dollar or currencies linked to the US dollar, totaled 10%. currency is the pound sterling;

The impact of a 1% rise or fall in the US dollar against all other ● 3.7% of revenue was generated by entities whose functional
currencies would have had an impact of 0.1% on consolidated currency is the Australian dollar;
Group revenue. ● 3.2% of revenue was generated by entities whose functional
currency is the Brazilian real.
Translation risk Other currencies taken individually did not account for more than
4% of Group revenue.
Since the presentation currency of the financial statements is the
euro, the Group translates any foreign currency income and The impact of a 1% rise or fall in the euro against the US dollar and
expenses into euros when preparing its financial statements, using other linked currencies would have had an impact of 0.19% on
the average exchange rate for the period. As a result, changes in 2016 consolidated revenue and of 0.18% on 2016 operating
the value of the euro against other currencies affect the amounts profit.

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Financial currency risk exchange or currency hedges for the main currencies or uses
perpetuity financing to protect itself against the impact of
If it deems appropriate, the Group may hedge certain currency risk on its income statement.
commitments by matching financing costs with operating income
in the currencies concerned. The table below shows the results of the sensitivity analysis for
financial instruments exposed to currency risk on the Group’s
When financing arrangements are set up in a currency other than main foreign currencies (euro, US dollar and pound sterling) at
the country’s functional currency, the Group takes out foreign December 31, 2016:

Non-functional currency
(€ millions) USD EUR GBP
Financial liabilities (1,053.4) (77.9) (144.2)
Financial assets 896.9 71.6 102.9
Net position (assets – liabilities) before hedging (156.5) (6.3) (41.3)
Currency hedging instruments 401.3 35.9
Net position (assets – liabilities) after hedging 244.8 (6.3) (5.4)
Impact of a 1% rise in exchange rates
On equity - - -
On net profit before income tax 2.4 (0.1) (0.1)
Impact of a 1% fall in exchange rates
On equity - - (0.9)
On net profit before income tax (2.4) 0.1 0.1

The Group is exposed to currency risk inherent to financial Interest rate risk
instruments denominated in foreign currencies (i.e., currencies
other than the functional currency of each Group entity). The The Group’s interest rate risk arises primarily from assets and
sensitivity analysis presented above shows the impact that a liabilities bearing interest at floating rates. The Group seeks to
significant change in the value of the euro, US dollar and pound limit its exposure to a rise in interest rates and may use interest
sterling would have on earnings and equity in a non-functional rate instruments where appropriate.
currency. The analysis for the US dollar does not include entities Interest rate exposure is monitored on a monthly basis. The Group
whose functional currency is strongly correlated to the US dollar, continually analyses the level of hedges put in place and ensures
for example Group entities based in Hong Kong. Liabilities that they are appropriate for the underlying exposure. The Group’s
denominated in a currency other than the functional currency of policy at all times is to prevent more than 60% of its consolidated
the entity, for which a hedge has been taken out converting the net debt being exposed to the risk of a rise in interest rates. The
liability to the functional currency, have not been included in the Group may therefore enter into other swaps, collars or similar
analysis. The impact of a 1% change in exchange rates on hedges instruments for this purpose. No financial instruments are
is shown in the table above.

5
contracted for speculative purposes. At December 31, 2016, the
Financial instruments denominated in foreign currencies which are Group had no interest rate hedges.
included in the sensitivity analysis relate to key monetary
statement of financial position items and in particular, current and
non-current financial assets, trade and operating receivables, cash
and cash equivalents, current and non-current borrowings and
financial debt, current liabilities, and trade and other payables.

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The table below shows the maturity of fixed- and floating-rate financial assets and liabilities at December 31, 2016:

Total
(€ millions) Less than 1 year 1 to 5 years More than 5 years December 31, 2016
Fixed-rate bank borrowings and debt (524.5) (1,202.9) (791.0) (2,518.4)
Floating-rate bank borrowings and debt (59.0) (324.4) (174.6) (558.0)
Bank overdrafts (6.0) (6.0)
Total – Financial liabilities (589.5) (1,527.3) (965.6) (3,082.4)
Total – Financial assets 1,094.1 -
Floating-rate net position (assets – liabilities) before hedging 1,029.1 (324.4) (174.6) 530.1
Interest rate hedges - - - -
Floating-rate net position (assets – liabilities) after hedging 1,029.1 (324.4) (174.6) 530.1
Impact of a 1% rise in interest rates
On equity -
On net profit before income tax 5.3
Impact of a 1% fall in interest rates
On equity -
On net profit before income tax (5.3)

At December 31, 2016, given the net floating-rate position after Debt maturing after five years, representing a total amount of
hedging, the Group considers that a 1% rise in short-term interest €965.6 million, is essentially at fixed rates. At December 31,
rates across all currencies would lead to an increase of around 2016, 82% of the Group’s consolidated gross debt was at fixed
€5.3 million in interest income. rates.

Note 35 Related-party transactions

Parties related to the Company are its majority shareholder fees. The amount paid in 2016 is set out in section 3.3 – Executive
Wendel as well as the Chairman of the Board of Directors and the compensation of the 2016 Registration document.
Chief Executive Officer (Corporate Officers of the Company).
Amounts recognized with respect to compensation paid (fixed and
The Chairman of the Board of Directors decided to waive all variable portions) and long-term compensation plans (stock
compensation for his position as Chairman besides his Directors’ purchase options and performance share awards) are as follows:

(€ millions) 2016 2015

Wages and salaries 1.7 1.5
Stock options 0.5 0.4
Performance shares awarded 2.0 1.8
TOTAL EXPENSE RECOGNIZED FOR THE YEAR 4.2 3.7

The amounts in the above table reflect the fair value for minimum period of service and are also subject to a number of
accounting purposes of options and shares in accordance with performance conditions.
IFRS. Consequently, they do not represent the actual amounts
The Chief Executive Officer held a total of 630,720 stock
that may be paid if any stock subscription options are exercised or
purchase options at December 31, 2016 (635,760 at
any performance shares vest. Stock options and performance
December 31, 2015), with a fair value per share of €2.41
shares require a minimum period of service and are also subject to
(end-2015: €2.50).
a number of performance conditions.
The number of performance shares awarded to the Chief
Shares are measured at fair value as calculated under the
Executive Officer amounted to 930,240 at December 31, 2016
Black-Scholes model rather than based on the compensation
(989,920 at December 31, 2015).
effectively received. The performance share awards require a

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Note 36 Fees paid to Statutory Auditors
The following amounts were expensed in the Group’s 2016 income statement:

2016 2015
(€ millions) PwC EY(a) Total PwC BM&A(a) Total
Statutory audit 2.3 1.5 3.8 3.6 0.9 4.5
Issuer 0.5 0.5 1.0 0.8 0.4 1.2
Fully consolidated subsidiaries 1.8 1.0 2.8 2.8 0.5 3.3
Other services directly related to the statutory
audit engagement(b) 1.0 0.1 1.1 0.6 - 0.6
Issuer 0.3 0.1 0.4 0.2 - 0.2
Fully consolidated subsidiaries 0.7 0.0 0.7 0.4 - 0.4
Other services provided by members of the
auditors’ networks to consolidated subsidiaries(b) 0.5 0.5 1.0 0.3 - 0.3
Tax, legal and employee-related services 0.5 0.5 1.0 0.3 - 0.3
TOTAL 3.8 2.1 5.9 4.5 0.9 5.4
(a) Pursuant to a decision of the Ordinary and Extraordinary Shareholders’ Meeting of May 17, 2016, Ernst & Young Audit were appointed principal Statutory
Auditors, taking over from BM&A.
(b) As part of the European audit reform which entered into force on June 17, 2016, services provided by the Statutory Auditors and their networks – other than the
audit of the financial statements – have respected the pre-approval procedure implemented by the Group Audit and Risk Committee.

Note 37 Events after the reporting period

Acquisitions On March 2nd, 2017, the Group announced the acquisition of

Schutter Groep B.V., a leading company in testing, inspection,
On January 18, 2017, the Group announced that it had acquired certification and logistical assistance for the global certification
SIEMIC Inc., a US-based testing and certification body for and logistical assistance for the global agri-commodities markets.
electrical and electronic equipment. The company has around 100 This company has around 600 employees and had reported a
employees and reported revenue of almost €10 million in 2016. revenue of around EUR 35 million in 2016.

On February 21, 2017, Bureau Veritas acquired Shanghai Project

Management (SPM), a Chinese company specialized in supervising
Dividends paid
the construction of complex infrastructures (high rise buildings,
airports, public transportation, etc.). It has about 2,000 employees
and its 2016 revenue was around €50 million.
The resolutions to be submitted for approval at the Ordinary
5
Shareholders’ Meeting of May 16, 2017 recommend a dividend of
€0.55 per share in respect of 2016.

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Note 38 Scope of consolidation

Fully consolidated companies at December 31, 2016

Type: Subsidiary (S); Bureau Veritas SA branch (B).

2016 2015
Country Company Type % control % interest % control % interest
Algeria BV Algeria S 100.00 100.00 100.00 100.00
Angola BV Angola S 100.00 100.00 100.00 100.00
Argentina BV Argentina S 100.00 100.00 100.00 100.00
Argentina Acme Analytical Lab. (Argentina) SA S 100.00 100.00 100.00 100.00
Argentina NCC International S 100.00 100.00 100.00 100.00
Argentina CH International Argentina SRL S 100.00 100.00 100.00 100.00
Armenia BIVAC Armenia S 100.00 100.00 100.00 100.00
Australia BV Australia Pty Ltd. S 100.00 100.00 100.00 100.00
Australia Bureau Veritas HSE S 100.00 100.00 100.00 100.00
Australia BV Asset Integrity & Reliability Services Australia Pty Ltd. S 100.00 100.00 100.00 100.00
Australia BV Asset Integrity & Reliability Services Pty Ltd. S 100.00 100.00 100.00 100.00
Australia Bureau Veritas International Trade Pty Ltd. S 100.00 100.00 100.00 100.00
Australia Bureau Veritas Minerals Pty Ltd. S 100.00 100.00 100.00 100.00
Australia Ultra Trace Pty Ltd. S 100.00 100.00 100.00 100.00
Australia Matthews Daniel Int. (Australia) Pty S 100.00 100.00 100.00 100.00
Australia TMC Marine Pty Ltd. S 100.00 100.00
Australia Bureau Veritas AsureQuality Finance PTY Ltd. S 51.00 51.00
Australia Bureau Veritas AsureQuality Holding PTY Ltd. S 51.00 51.00
Australia Dairy Technical Services Pty Ltd. S 51.00 51.00
Austria Bureau Veritas Certification Austria S 100.00 100.00 100.00 100.00
Azerbaijan BV Azeri S 100.00 100.00 100.00 100.00
Azerbaijan Inspectorate International Azeri LLC S 100.00 100.00 100.00 100.00
Bahamas Inspectorate Bahamas Ltd. S 100.00 100.00 100.00 100.00
Bahrain BV SA – Bahrain B 100.00 100.00 100.00 100.00
Bangladesh BIVAC Bangladesh S 100.00 100.00 100.00 100.00
Bangladesh BVCPS Bangladesh S 100.00 100.00 100.00 100.00
Bangladesh BV Bangladesh Private Ltd. S 100.00 100.00 100.00 100.00
Bangladesh BV CPS Chittagong Ltd. S 99.80 99.80 99.80 99.80
Belarus BV Belarus Ltd. S 100.00 100.00 100.00 100.00
Belgium BV Certification Belgium S 100.00 100.00 100.00 100.00
Belgium AIBV S 100.00 100.00 100.00 100.00
Belgium BV Marine Belgium & Luxembourg S 100.00 100.00 100.00 100.00
Belgium Inspectorate Ghent NV S 100.00 100.00 100.00 100.00
Belgium Inspectorate Antwerp NV S 100.00 100.00 100.00 100.00
Belgium Unicar Benelux SPRL S 100.00 100.00 100.00 100.00
Belgium Euroclass NV S 100.00 100.00 100.00 100.00
Belgium BV SA – Belgium B 100.00 100.00 100.00 100.00
Benin BIVAC Benin S 100.00 100.00 100.00 100.00
Benin BV Benin S 100.00 100.00 100.00 100.00
Benin Société d’exploitation du guichet unique du Bénin (SEGUB) S 51.00 46.00 51.00 46.00
Bermuda Matthews Daniel Services (Bermuda) Ltd. S 100.00 100.00 100.00 100.00
Bermuda Matthews Daniel Holdings (Bermuda) Ltd. S 100.00 100.00 100.00 100.00
Bolivia BV Fiscalizadora Boliviana SRL S 100.00 100.00 100.00 100.00
Bolivia BV Argentina SA Bolivia branch S 100.00 100.00 100.00 100.00
Bosnia BV Sarajevo S 100.00 100.00 100.00 100.00
Brazil Bureau Veritas do Brasil S 100.00 100.00 100.00 100.00
Brazil BVQI do Brasil Sociedade Certificadora Ltda S 100.00 100.00 100.00 100.00
Brazil Auto Reg Serviços Técnicos de Seguros Ltda S 100.00 100.00 100.00 100.00
Brazil Auto Vis Serviços Tecnicos de availaçoes S 100.00 100.00 100.00 100.00
Brazil Inspectorate do Brasil Inspeçöes Ltda S 100.00 100.00 100.00 100.00
Brazil Sistema PRI Engenharia Ltda S 100.00 100.00 100.00 100.00
Brazil ACME Analitica Laboratorios Ltda S 100.00 100.00 100.00 100.00
Brazil Matthews Daniel do Brasil Avaliaçao de Riscos Ltda S 100.00 100.00 100.00 100.00
Brazil NCC Certificaçoes do Brazil Ltda S 100.00 100.00 100.00 100.00

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2016 2015
Country Company Type % control % interest % control % interest
Brazil Ch International do Brazil Ltda S 100.00 100.00 100.00 100.00
Brazil Associaçao NCC Certificaçoes do Brasil S 100.00 100.00 100.00 100.00
Brazil Kuhlmann Monitoramente Agricola Ltda S 100.00 100.00
Brunei BV SA – Brunei B 100.00 100.00 100.00 100.00
Bulgaria BV Varna S 100.00 100.00 100.00 100.00
Bulgaria Inspectorate Bulgaria EOOD S 100.00 100.00 100.00 100.00
Burkina Faso Bureau Veritas Burkina SAU S 100.00 100.00 100.00 100.00
Burma Myanmar BV Ltd. S 100.00 100.00 100.00 100.00
Cambodia Bureau Veritas (Cambodia) Ltd. S 100.00 100.00 100.00 100.00
Cameroon BV Douala S 100.00 100.00 100.00 100.00
Canada BV Canada S 100.00 100.00 100.00 100.00
Canada BV Certification Canada S 100.00 100.00 100.00 100.00
Canada Maxxam Analytics International Corp. S 100.00 100.00 100.00 100.00
Canada BV Commodities Canada Ltd. S 100.00 100.00 100.00 100.00
Canada MatthewsDaniel Int. (Canada) Ltd. S 100.00 100.00 100.00 100.00
Canada MatthewsDaniel Int. (Newfoundland) Ltd. S 100.00 100.00 100.00 100.00
Central African Republic BIVAC RCA S 100.00 100.00 100.00 100.00
Chad BV Chad S 100.00 100.00 100.00 100.00
Chad BIVAC Chad S 100.00 100.00 100.00 100.00
Chad Société d’Inspection et d’Analyse du Tchad (SIAT) S 51.00 51.00 51.00 51.00
Chile BV Chile S 100.00 100.00 100.00 100.00
Chile BVQI Chile S 100.00 100.00 100.00 100.00
Chile BV Chile Capacitacion Ltda S 100.00 100.00 100.00 100.00
Chile ECA Control y Asesoramiento S 100.00 100.00 100.00 100.00
Chile Cesmec Chile S 100.00 100.00 100.00 100.00
Chile Geoanalitica S 100.00 100.00 100.00 100.00
Chile Servicios de Inspección Inspectorate Chile Ltda S 100.00 100.00 100.00 100.00
Chile Acme Analytical Laboratories SA S 100.00 100.00 100.00 100.00
China Bureau Veritas Hong Kong S 100.00 100.00 100.00 100.00
China Bureau Veritas Investment (Shanghai) Co Ltd. S 100.00 100.00 100.00 100.00
China BVCPS Shanghai S 85.00 85.00 85.00 85.00
China LCIE China S 100.00 100.00 100.00 100.00
China BV Certification Hong Kong S 100.00 100.00 100.00 100.00
China Bureau Veritas Certification Beijing Co. Ltd. S 100.00 100.00 100.00 100.00
China Bureau Veritas BIVAC Asian Cre (Shanghai) Inspection Co., Ltd. S 100.00 100.00 100.00 100.00
China
China
China
BV HK Ltd. Branch Marine
BVCPS HK (Taiwan branch)
Tecnitas Far East
S
S
S
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
5
China BVCPS Guangzhou Co. Ltd. S 100.00 100.00 100.00 100.00
China Bureau Veritas (Tianjin) Safety Technology Co Ltd. S 100.00 100.00 100.00 100.00
China BV Shenzen Co Ltd. S 80.00 80.00 80.00 80.00
China NDT Technology Holding Co Ltd. S 100.00 100.00 100.00 100.00
China BV-Fairweather Inspection & Consultants Co Ltd. S 100.00 100.00 100.00 100.00
China Bureau Veritas Marine China Co. Ltd. S 100.00 100.00 100.00 100.00
China ADT Shanghai Corporation S 100.00 100.00 100.00 100.00
China BV Quality Services Shanghai S 100.00 100.00 100.00 100.00
China Inspectorate (Shanghai) Ltd. S 85.00 85.00 85.00 85.00
China BV 7Layers Communications Technology (Shenzen) Co Ltd. S 100.00 100.00 100.00 100.00
China BVCPS HK, Hsinchu Branch S 100.00 100.00 100.00 100.00
China MatthewsDaniel International (Hong Kong) Ltd. S 100.00 100.00 100.00 100.00
China BVCPS Jiangsu Co S 60.00 51.00 60.00 51.00
China Beijing Huaxia Supervision Co Ltd. S 100.00 100.00 100.00 100.00
China Shanghai Davis Testing Technology Ltd. S 100.00 100.00 100.00 100.00
China Zhejiang BVCPS Shenyue Co. Ltd. S 60.00 51.00 60.00 51.00
China BVCPS Shenou Zhejiang Co. Ltd. S 60.00 51.00 60.00 51.00
China Matthew Daniel Offshore (Hong Kong) Ltd. S 100.00 100.00 100.00 100.00
China Shanghai TJU Engineering Service Co Ltd. S 100.00 100.00 100.00 100.00
China Shandong Chengxin Engineering Consulting & Supervision Co. Ltd. S 70.00 70.00 70.00 70.00
China Ningbo Hengxin Engineering Testing Co. Ltd. S 70.00 70.00 70.00 70.00
China Beijing Huali BV Technical Service Co. Ltd. S 60.00 60.00 60.00 60.00
China Centre of Testing Service (Ningbo) Co Ltd. S 100.00 100.00 100.00 100.00

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Consolidated financial statements

2016 2015
Country Company Type % control % interest % control % interest
China Shandong Hengyuan Engineering Consulting Co. Ltd. S 100.00 70.00 100.00 70.00
China BV-CQC Testing Technology Co. Ltd. S 60.00 60.00 60.00 60.00
China Chongqing Liansheng Construction Project Management Co. Ltd. S 80.00 80.00
China Chongqing Liansheng Seine cost consulting Co Ltd. S 80.00 80.00
China Wuhu Liansheng Construction Project Management S 80.00 80.00
China Chongoing Liansheng Henggu Construction Testing Co. Ltd. S 80.00 80.00
China Hangzhou VEO Standards Technical Services Co. Ltd. S 65.00 65.00
China Bizheng Engineering Technical Consulting (Shanghai) Co. Ltd. S 100.00 100.00
China Wuhan Detect Technology Company Ltd. S 100.00 100.00
China Bureau Veritas Commodities (Hebei) Co. Ltd. S 67.00 67.00
Colombia BV Colombia S 100.00 100.00 100.00 100.00
Colombia BVQI Colombia S 100.00 100.00 100.00 100.00
Colombia ECA Colombia S 100.00 100.00 100.00 100.00
Colombia Inspectorate Colombia Ltda S 100.00 100.00 100.00 100.00
Colombia Acme Analytical Lab. Colombia SAS S 100.00 100.00 100.00 100.00
Colombia T H Hill Colombia, branch S 100.00 100.00 100.00 100.00
Colombia Tecnicontrol SA S 100.00 100.00 100.00 100.00
Colombia PRI Colombia SAS S 100.00 100.00 100.00 100.00
Congo BV Congo S 100.00 100.00 100.00 100.00
Congo BIVAC Congo S 100.00 100.00 100.00 100.00
Croatia BV Croatia S 100.00 100.00 100.00 100.00
Croatia Inspectorate Croatia Ltd. Doo S 100.00 100.00 100.00 100.00
Cuba BV SA – Cuba B 100.00 100.00 100.00 100.00
Cyprus Bureau Veritas (Cyprus) Ltd. S 100.00 100.00 100.00 100.00
Czech Republic BV Czech Republic S 100.00 100.00 100.00 100.00
Democratic Republic of Congo BIVAC RDC S 100.00 100.00 100.00 100.00
Democratic Republic of Congo Seguce RDC SA S 70.00 70.00 100.00 100.00
Denmark BV Certification Denmark S 100.00 100.00 100.00 100.00
Denmark BV HSE Denmark S 100.00 100.00 100.00 100.00
Denmark BV SA – Denmark B 100.00 100.00 100.00 100.00
Dominican Republic Inspectorate Dominicana SA S 100.00 100.00 100.00 100.00
Dominican Republic Acme Analytical Laboratories (RD) SA S 100.00 100.00 100.00 100.00
Ecuador BIVAC Ecuador S 100.00 100.00 100.00 100.00
Ecuador BV Ecuador S 100.00 100.00 100.00 100.00
Ecuador Inspectorate del Ecuador SA S 100.00 100.00 100.00 100.00
Ecuador Andes Control Ecuador SA S 100.00 100.00 100.00 100.00
Egypt BV Egypt S 90.00 90.00 90.00 90.00
Egypt Watson Gray (Egypt) Ltd. S 100.00 100.00 100.00 100.00
Egypt MatthewsDaniel Int. (Egypt) Ltd. S 100.00 100.00 100.00 100.00
Equatorial Guinea BV SA Equatorial Guinea B 100.00 100.00 100.00 100.00
Estonia BV Estonia S 100.00 100.00 100.00 100.00
Estonia Inspectorate Estonia AS S 100.00 100.00 100.00 100.00
Ethiopia Bureau Veritas Services Plc S 100.00 100.00 100.00 100.00
Finland BV SA – Finland B 100.00 100.00 100.00 100.00
France BVCPS France SAS S 100.00 100.00 100.00 100.00
France BIVAC International SA S 100.00 100.00 100.00 100.00
France BV Certification France SAS S 100.00 100.00 100.00 100.00
France BV Certification Holding SAS S 100.00 100.00 100.00 100.00
France CEP Industrie SAS S 100.00 100.00 100.00 100.00
France BV International SAS S 100.00 100.00 100.00 100.00
France Bureau Veritas Services France SAS S 100.00 100.00 100.00 100.00
France Bureau Veritas Services SAS S 100.00 100.00 100.00 100.00
France Tecnitas SAS S 100.00 100.00 100.00 100.00
France LCIE SAS S 100.00 100.00 100.00 100.00
France Environnement Contrôle Service S 100.00 100.00 100.00 100.00
France SOD.I.A SAS S 100.00 100.00 100.00 100.00
France Coreste SAS S 99.60 99.60 99.60 99.60
France Bureau Veritas Laboratoires SAS S 100.00 100.00 100.00 100.00
France CODDE SAS S 100.00 100.00 100.00 100.00
France Transcable Halec SAS S 100.00 100.00 100.00 100.00
France Guichet Unique Commerce Extérieur & Logistique – GUCEL SAS S 90.00 90.00 90.00 90.00

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Consolidated financial statements 5
2016 2015
Country Company Type % control % interest % control % interest
France BIVAC Mali SAS S 100.00 100.00 100.00 100.00
France Océanic Développement SAS S 100.00 100.00 100.00 100.00
France MEDI QUAL SAS S 100.00 100.00 100.00 100.00
France Unicar Group SAS S 100.00 100.00 100.00 100.00
France Bureau Veritas Construction SAS S 100.00 100.00 100.00 100.00
France Bureau Veritas Exploitation SAS S 100.00 100.00 100.00 100.00
France Hydrocéan SAS S 100.00 100.00 100.00 100.00
France Bureau Veritas Marine & Offshore SAS S 100.00 100.00
France Bureau Veritas GSIT SAS S 100.00 100.00
France Bureau Veritas Holding France SAS S 100.00 100.00
France Bureau Veritas Holding 4 SAS S 100.00 100.00
France Bureau Veritas Holding 5 SAS S 100.00 100.00
France Bureau Veritas Holding 6 SAS S 100.00 100.00
France Bureau Veritas Holding 7 SAS S 100.00 100.00
France Bureau Veritas Holding 8 SAS S 100.00 100.00
France BV SA – France B 100.00 100.00 100.00 100.00
France BV SA Mayotte B 100.00 100.00 100.00 100.00
Fujairah Inspectorate International Ltd. (Fujairah branch) S 100.00 100.00 100.00 100.00
Gabon BV Gabon S 100.00 100.00 100.00 100.00
Georgia Inspectorate Georgia LLC S 100.00 100.00 100.00 100.00
Georgia Bureau Veritas Georgie LLC S 100.00 100.00 100.00 100.00
Germany BV Certification Germany S 100.00 100.00 100.00 100.00
Germany BVCPS Germany S 100.00 100.00 100.00 100.00
Germany BV Construction Services S 100.00 100.00 100.00 100.00
Germany BV Germany Holding Gmbh S 100.00 100.00 100.00 100.00
Germany Bureau Veritas Industry Services S 100.00 100.00 100.00 100.00
Germany Inspectorate Deutschland GmbH S 100.00 100.00 100.00 100.00
Germany Technitas Central Europe S 100.00 100.00 100.00 100.00
Germany Unicar GmbH S 100.00 100.00 100.00 100.00
Germany 7Layers Germany AG S 100.00 100.00 100.00 100.00
Germany Bureau Veritas Material Testing GmBh S 100.00 100.00 100.00 100.00
Germany Wireless IP S 100.00 100.00 100.00 100.00
Germany BV SA – Germany B 100.00 100.00 100.00 100.00
Ghana BIVAC Ghana S 100.00 100.00 100.00 100.00
Ghana BV Ghana S 100.00 100.00 100.00 100.00
Ghana
Greece
Guatemala
Inspectorate Ghana Ltd.
BV Certification Hellas
BVCPS Guatemala
S
S
S
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
5
Guinea BIVAC Guinea S 100.00 100.00 100.00 100.00
Guinea BV Guinea S 100.00 100.00 100.00 100.00
Guyana Acme Analytical (Lab.) Guyana Inc. S 100.00 100.00 100.00 100.00
Hungary BV Hungary S 100.00 100.00 100.00 100.00
Iceland Bureau Veritas Iceland S 100.00 100.00 100.00 100.00
India BVIS – India S 100.00 100.00 100.00 100.00
India BVCPS India Ltd. S 100.00 100.00 100.00 100.00
India Bureau Veritas India S 100.00 100.00 100.00 100.00
India BV Certification India S 100.00 100.00 100.00 100.00
India Inspectorate Griffith India Pvt Ltd. S 100.00 100.00 100.00 100.00
India Civil Aid S 100.00 100.00 100.00 100.00
India Bhagavathi Ana Labs Private Ltd. S 100.00 100.00 100.00 100.00
India Sievert India Pvt Ltd. S 100.00 100.00 100.00 100.00
India BV SA – India B 100.00 100.00 100.00 100.00
Indonesia BV Indonesia S 100.00 100.00 100.00 100.00
Indonesia BVCPS Indonesia S 85.00 85.00 85.00 85.00
Indonesia Inspectorate PT IOL Indonesia S 100.00 100.00 100.00 100.00
Iran Inspectorate Iran (Qeshm) Ltd. S 99.00 99.00 51.00 51.00
Iran BV SA – Iran B 100.00 100.00 100.00 100.00
Iraq BV Iraq S 100.00 100.00 100.00 100.00
Ireland BV Ireland Ltd. S 100.00 100.00 100.00 100.00
Italy BV Italy S 100.00 100.00 100.00 100.00

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Consolidated financial statements

2016 2015
Country Company Type % control % interest % control % interest
Italy BV Italia Holding spa S 100.00 100.00 100.00 100.00
Italy Bureau Veritas Nexta SRL S 100.00 100.00 100.00 100.00
Italy Inspectorate Italy SRL S 100.00 100.00 100.00 100.00
Italy Certest SRL S 100.00 100.00 100.00 100.00
Italy CEPAS Srl S 100.00 100.00
Ivory Coast BV Côte d’Ivoire S 100.00 100.00 100.00 100.00
Ivory Coast BIVAC Scan CI S 61.99 61.99 61.99 61.99
Ivory Coast BIVAC Cote d’Ivoire S 100.00 100.00 100.00 100.00
Ivory Coast Bureau Veritas Mineral Laboratories S 100.00 100.00 100.00 100.00
Japan BV Japan S 100.00 100.00 100.00 100.00
Japan Bureau Veritas Human Tech S 100.00 100.00 100.00 100.00
Japan Inspectorate (Singapore) Pte. Ltd., Japan Branch S 100.00 100.00 100.00 100.00
Japan Kanagawa Building Inspection S 100.00 100.00 100.00 100.00
Jordan BV BIVAC Jordan S 100.00 100.00 100.00 100.00
Kazakhstan BV Kazakhstan S 100.00 100.00 100.00 100.00
Kazakhstan BV Kazakhstan Industrial Services LLP S 60.00 60.00 60.00 60.00
Kazakhstan Kazinspectorate Ltd. S 100.00 100.00 100.00 100.00
Kazakhstan BV Marine Kazakhstan S 100.00 100.00 100.00 100.00
Kenya BV Kenya S 99.90 99.90 99.90 99.90
Kuwait Inspectorate International Ltd. Kuwait S 100.00 100.00 100.00 100.00
Kuwait BV SA – Kuwait B 100.00 100.00 100.00 100.00
Laos BIVAC LAO PDR S 100.00 100.00 100.00 100.00
Laos Lao National Single Window Company Ltd. S 75.00 75.00 100.00 100.00
Latvia Bureau Veritas Latvia S 100.00 100.00 100.00 100.00
Latvia Inspectorate Latvia Ltd. S 100.00 100.00 100.00 100.00
Lebanon BV Lebanon S 100.00 100.00 100.00 100.00
Lebanon BIVAC Branch Lebanon S 100.00 100.00 100.00 100.00
Liberia BIVAC Liberia S 100.00 100.00 100.00 100.00
Liberia BV Liberia S 100.00 100.00 100.00 100.00
Libya Bureau Veritas Libya S 51.00 51.00 51.00 51.00
Lithuania BV Lithuania S 100.00 100.00 100.00 100.00
Lithuania Inspectorate Klaipeda UAB S 100.00 100.00 100.00 100.00
Luxembourg Soprefira S 100.00 100.00 100.00 100.00
Luxembourg BV Luxembourg S 100.00 100.00 100.00 100.00
Malaysia BV Malaysia S 49.00 49.00 49.00 49.00
Malaysia BV Certification Malaysia S 100.00 100.00 100.00 100.00
Malaysia BV Inspection S 100.00 100.00 100.00 100.00
Malaysia Inspectorate Malaysia SDN BHD S 49.00 49.00 49.00 49.00
Malaysia Scientige Sdn Bhd S 100.00 100.00 100.00 100.00
Malaysia MatthewsDaniel (Malaysia) SDN BHD S 100.00 100.00 100.00 100.00
Mali BV Mali S 100.00 100.00 100.00 100.00
Malta Inspectorate Malta Ltd. S 100.00 100.00 100.00 100.00
Malta BV SA – Malta B 100.00 100.00 100.00 100.00
Mauritania BV SA – Mauritania B 100.00 100.00 100.00 100.00
Mauritius BV SA – Mauritius B 100.00 100.00 100.00 100.00
Mexico BVQI Mexico S 100.00 100.00 100.00 100.00
Mexico BV Mexicana S 100.00 100.00 100.00 100.00
Mexico BVCPS Mexico S 100.00 100.00 100.00 100.00
Mexico Inspectorate de Mexico SA de CV S 100.00 100.00 100.00 100.00
Mexico Chas Martin Mexico City Inc. S 100.00 100.00 100.00 100.00
Mexico Unicar Automotive Inspection Mexico S 100.00 100.00 100.00 100.00
Mexico MatthewsDaniel Mexico S 100.00 100.00 100.00 100.00
Mexico CH Mexico International I sociedad de responsabilidad Limitada de CV S 100.00 100.00 100.00 100.00
Monaco BV Monaco S 100.00 100.00 100.00 100.00
Mongolia Bureau Veritas Inspection & Testing Mongolia LLC S 100.00 100.00 100.00 100.00
Morocco BV Maroc S 100.00 100.00 100.00 100.00
Morocco BV SA – Morocco B 100.00 100.00 100.00 100.00
Mozambique Bureau Veritas Controle S 63.00 63.00 63.00 63.00
Mozambique BV Mozambique Ltda S 100.00 100.00 100.00 100.00
Mozambique TETE Lab S 66.66 66.66 66.66 66.66
Namibia Bureau Veritas Namibia S 100.00 100.00 100.00 100.00

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Consolidated financial statements 5
2016 2015
Country Company Type % control % interest % control % interest
Netherlands BIVAC BV S 100.00 100.00 100.00 100.00
Netherlands BV Inspection & Certification the Netherlands BV S 100.00 100.00 100.00 100.00
Netherlands Risk Control BV S 100.00 100.00 100.00 100.00
Netherlands BV Marine Netherlands S 100.00 100.00 100.00 100.00
Netherlands BV Nederland Holding S 100.00 100.00 100.00 100.00
Netherlands Inspection Worldwide Services BV S 100.00 100.00 100.00 100.00
Netherlands Inspectorate International BV S 100.00 100.00 100.00 100.00
Netherlands Inspectorate IOL Investments BV S 100.00 100.00 100.00 100.00
Netherlands Inspectorate Inpechem Inspectors BV S 100.00 100.00 100.00 100.00
Netherlands Inspectorate Curaçao NV S 100.00 100.00 100.00 100.00
Netherlands CIBV S 100.00 100.00 100.00 100.00
New Caledonia BV SA – New Caledonia B 100.00 100.00 100.00 100.00
New Zealand BV New Zealand S 100.00 100.00 100.00 100.00
Nicaragua Inspectorate America Corp. – Nicaragua S 100.00 100.00 100.00 100.00
Nigeria BV Nigeria S 60.00 60.00 60.00 60.00
Nigeria Inspectorate Marine Services (Nigeria) Ltd. S 100.00 100.00 100.00 100.00
Norway BV Norway S 100.00 100.00 100.00 100.00
Norway MatthewsDaniel Int. (Norge) A/S S 100.00 100.00 100.00 100.00
Oman Inspectorate International Ltd. Oman S 100.00 100.00 100.00 100.00
Oman Sievert Technical Inspection LLC S 70.00 70.00 70.00 70.00
Oman Bureau Veritas Middle East Co. LLC S 70.00 70.00 70.00 70.00
Pakistan BV Pakistan S 100.00 100.00 100.00 100.00
Pakistan BVCPS Pakistan S 80.00 80.00 80.00 80.00
Panama BV Panama S 100.00 100.00 100.00 100.00
Panama Inspectorate de Panama SA S 100.00 100.00 100.00 100.00
Papua New Guinea BV Asset Integrity and Reliability Services Pty Ltd. Branch S 100.00 100.00 100.00 100.00
Paraguay BIVAC Paraguay S 100.00 100.00 100.00 100.00
Paraguay Inspectorate de Paraguay SRL S 100.00 100.00 100.00 100.00
Peru BIVAC Peru S 100.00 100.00 100.00 100.00
Peru BV Peru S 100.00 100.00 100.00 100.00
Peru Inspectorate Services Peru SAC S 100.00 100.00 100.00 100.00
Peru Acme Analytical Lab. Peru S 100.00 100.00 100.00 100.00
Peru Tecnicontrol Ingenieria S 100.00 100.00 100.00 100.00
Philippines Inspectorate International Ltd. (Philippines branch) S 100.00 100.00 100.00 100.00
Philippines Toplis Marine Philippines S 80.00 80.00 80.00 80.00
Philippines
Poland
Portugal
BV SA – Philippines
Bureau Veritas Polska SP ZOO
BV Certification Portugal
B
S
S
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
5
Portugal Rinave Registro Int’l Naval S 100.00 100.00 100.00 100.00
Portugal Rinave Consultadorio y Servicios S 100.00 100.00 100.00 100.00
Portugal BIVAC Iberica S 100.00 100.00 100.00 100.00
Portugal Inspectorate Portugal SA S 100.00 100.00 100.00 100.00
Puerto Rico Inspectorate America Corporation S 100.00 100.00 100.00 100.00
Qatar Inspectorate International Ltd. Qatar WLL S 49.00 49.00 49.00 49.00
Qatar Sievert International Inspection WLL S 49.00 34.30 49.00 34.30
Qatar Bureau Veritas International S 100.00 100.00 100.00 100.00
Qatar BV SA – Qatar B 100.00 100.00 100.00 100.00
Romania BV Romania CTRL S 100.00 100.00 100.00 100.00
Romania Inspect Balkan SRL S 100.00 100.00 100.00 100.00
Russia BV Russia S 100.00 100.00 100.00 100.00
Russia Bureau Veritas Certification Russia S 100.00 100.00 100.00 100.00
Russia Inspectorate Russia S 100.00 100.00 100.00 100.00
Russia Unicar Russia LLC S 100.00 100.00 100.00 100.00
Russia LLC MatthewsDaniel International (Rus) S 100.00 100.00 100.00 100.00
Rwanda BV Rwanda Ltd. S 100.00 100.00 100.00 100.00
Saudi Arabia BV SATS S 75.00 75.00 75.00 75.00
Saudi Arabia Inspectorate International Saudi Arabia Co Ltd. S 65.00 65.00 65.00 65.00
Saudi Arabia MD Loss Adjusting and Survey Company Ltd. S 100.00 100.00 100.00 100.00
Saudi Arabia Sievert Arabia Ltd. S 100.00 100.00 100.00 100.00
Saudi Arabia BV SA – Saudi Arabia B 100.00 100.00 100.00 100.00
Senegal BV Senegal S 100.00 100.00 100.00 100.00

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Country Company Type % control % interest % control % interest
Serbia Bureau Veritas DOO S 100.00 100.00 100.00 100.00
Singapore Tecnitas S 100.00 100.00 100.00 100.00
Singapore Bureau Veritas Singapore Pte Ltd. S 100.00 100.00 100.00 100.00
Singapore BV Marine Singapore S 100.00 100.00 100.00 100.00
Singapore Atomic Technologies Pte Ltd. S 100.00 100.00 100.00 100.00
Singapore Inspectorate (Singapore) PTE Ltd. S 100.00 100.00 100.00 100.00
Singapore MatthewsDaniel International PTE, Ltd. S 100.00 100.00 100.00 100.00
Singapore Sievert Veritas Pte Ltd. S 100.00 100.00 100.00 100.00
Singapore CKM Consultants Pte Ltd. S 100.00 100.00 100.00 100.00
Singapore 7Layers Asia Private Ltd. S 100.00 100.00 100.00 100.00
Singapore TMC Marine Pte S 100.00 100.00
Slovakia BV Certification Slovakia S 100.00 100.00 100.00 100.00
Slovenia Bureau Veritas DOO S 100.00 100.00 100.00 100.00
South Africa BV South Africa Pty Ltd. S 70.00 70.00 70.00 70.00
South Africa BV Testing and Inspections South Africa Pty Ltd. S 100.00 100.00 100.00 100.00
South Africa BV Inspectorate Laboratories (Pty) Ltd. S 73.30 73.30 73.30 73.30
South Africa BV Marine Surveying Pty Ltd. S 51.00 37.38 51.00 37.38
South Africa M&L Laboratory Services (Pty) Ltd. S 100.00 73.30 100.00 73.30
South Africa BV Gazelle Pty Ltd. S 70.00 70.00 70.00 70.00
South Africa Tekniva S 100.00 70.00 100.00 70.00
South Africa Carab Technologies Pty Ltd. S 100.00 70.00 100.00 70.00
South Korea BV Certification Korea S 100.00 100.00 100.00 100.00
South Korea BV KOTITI Korea Ltd. S 100.00 100.00 51.00 51.00
South Korea BVCPS ADT Korea Ltd. S 100.00 100.00 100.00 100.00
South Korea 7Layers Korea Ltd. S 100.00 100.00 100.00 100.00
South Korea BV SA – South Korea B 100.00 100.00 100.00 100.00
Spain BV Iberia S 100.00 100.00 100.00 100.00
Spain BV Inversiones SA S 100.00 100.00 100.00 100.00
Spain ECA Global’S Investments, Heritage and Assets, SLU S 100.00 100.00 100.00 100.00
Spain ECA Entidad Colaborada De La Administración, SAU S 100.00 100.00 100.00 100.00
Spain BV Formacion S 95.00 95.00 95.00 95.00
Spain Activa, Innovación Y Servicios, SAU S 100.00 100.00 100.00 100.00
Spain Instituto De La Calidad, SAU S 100.00 100.00 100.00 100.00
Spain Inspectorate Española, SA S 100.00 100.00 100.00 100.00
Spain Unicar Spain Servicios de Control SL S 100.00 100.00 100.00 100.00
Sri Lanka BVCPS Lanka S 100.00 100.00 100.00 100.00
Sri Lanka BV Lanka Ltd. S 100.00 100.00 100.00 100.00
Sweden BV Certification Sweden S 100.00 100.00 100.00 100.00
Sweden LW Cargo Survey AB S 100.00 100.00 100.00 100.00
Sweden BV SA – Sweden B 100.00 100.00 100.00 100.00
Switzerland BV Switzerland S 100.00 100.00 100.00 100.00
Switzerland Inspectorate Suisse SA S 100.00 100.00 100.00 100.00
Syria BIVAC Branch Syria S 100.00 100.00 100.00 100.00
Tahiti BV SA – Tahiti B 100.00 100.00 100.00 100.00
Taiwan MTL Taiwan Branch of BV CPS HKG S 100.00 100.00 100.00 100.00
Taiwan BV Certification Taiwan S 100.00 100.00 100.00 100.00
Taiwan BV Taiwan S 100.00 100.00 100.00 100.00
Taiwan Advance Data Technology S 99.10 99.10 99.10 99.10
Taiwan BVCPS HK, Taoyuan Branch S 100.00 100.00 100.00 100.00
Taiwan BV SA – Taiwan B 100.00 100.00 100.00 100.00
Tanzania BV-USC Tanzania Ltd. S 60.00 60.00 60.00 60.00
Tanzania BV Tanzania S 100.00 100.00 100.00 100.00
Thailand BV Thailand S 49.00 49.00 49.00 49.00
Thailand BVCPS Thailand S 100.00 100.00 100.00 100.00
Thailand BV Certification Thailand S 49.00 49.00 49.00 49.00
Thailand Inspectorate (Thailand) Co Ltd. S 100.00 100.00 75.00 75.00
Thailand Sievert Thailand S 100.00 100.00 100.00 100.00
Thailand MatthewsDaniel Int. (Thailand) Ltd. S 100.00 100.00 100.00 100.00

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2016 2015
Country Company Type % control % interest % control % interest
Togo BV Togo S 100.00 100.00 100.00 100.00
Togo SEGUCE Togo S 100.00 100.00 100.00 100.00
Trinidad and Tobago Inspectorate America Corporation S 100.00 100.00 100.00 100.00
Tunisia STCV – Tunisia S 49.90 49.90 49.90 49.90
Turkey BV Gozetim Hizmetleri S 100.00 100.00 100.00 100.00
Turkey BVCPS Turkey S 100.00 100.00 100.00 100.00
Turkey Inspectorate Uluslararasi Gozetim Servisleri AS S 100.00 100.00 80.00 80.00
Turkey BV Deniz Deniz ve Gemi Siniflandirma Hizmetleri Ltd.
Sirketi S 100.00 100.00 100.00 100.00
Turkey Acme Analitik Lab. Hizmetleri Ltd. Sirk. S 100.00 100.00 100.00 100.00
Turkmenistan Inspectorate Suisse SA Turkmenistan branch S 100.00 100.00 100.00 100.00
Uganda BV Uganda S 100.00 100.00 100.00 100.00
Ukraine BV Ukraine S 100.00 100.00 100.00 100.00
Ukraine BV Certification Ukraine S 100.00 100.00 100.00 100.00
Ukraine Inspectorate Ukraine LLC S 100.00 100.00 100.00 100.00
United Arab Emirates Inspectorate International Ltd. (Dubai branch) S 100.00 100.00 100.00 100.00
United Arab Emirates Sievert Emirates Inspection LLC S 49.00 49.00 49.00 49.00
United Arab Emirates MatthewsDaniel Services (Bermuda) Ltd. S 100.00 100.00 100.00 100.00
United Arab Emirates BV SA – Abu Dhabi B 100.00 100.00 100.00 100.00
United Arab Emirates BV SA – Dubai B 100.00 100.00 100.00 100.00
United Kingdom BV Certification Holding (branch) S 100.00 100.00 100.00 100.00
United Kingdom BV Certification UK Ltd. S 100.00 100.00 100.00 100.00
United Kingdom Bureau Veritas UK Ltd. S 100.00 100.00 100.00 100.00
United Kingdom Bureau Veritas Consumer Products Services UK Ltd. S 100.00 100.00 100.00 100.00
United Kingdom Bureau Veritas UK Holdings Ltd. S 100.00 100.00 100.00 100.00
United Kingdom Inspectorate Holdings Plc S 100.00 100.00 100.00 100.00
United Kingdom Inspectorate International Ltd. S 100.00 100.00 100.00 100.00
United Kingdom MatthewsDaniel Ltd. S 100.00 100.00 100.00 100.00
United Kingdom MatthewsDaniel Holdings Ltd. S 100.00 100.00 100.00 100.00
United Kingdom MatthewsDaniel International (London) Ltd. S 100.00 100.00 100.00 100.00
United Kingdom MatthewsDaniel International (Africa) Ltd. S 100.00 100.00 100.00 100.00
United Kingdom HCD Building Control Ltd. S 100.00 100.00
United Kingdom HCD Eng. Ltd. S 100.00 100.00
United Kingdom HCD Group Ltd. S 100.00 100.00
United Kingdom HCD Management Ltd. S 100.00 100.00
United Kingdom
United Kingdom
United Kingdom
HCD Specialist Services Ltd.
TMC Offshore Ltd.
TMC (Marine Consultants) Ltd.
S
S
S
100.00
100.00
100.00
100.00
100.00
100.00
5
United Kingdom Maritime Assurance & Consulting Ltd. S 100.00 100.00
United Kingdom MAC Resourcing Ltd. S 100.00 100.00
United Kingdom BV SA – United Kingdom B 100.00 100.00 100.00 100.00
United States Bureau Veritas Holding Inc. S 100.00 100.00 100.00 100.00
United States Bureau Veritas Marine Inc. S 100.00 100.00 100.00 100.00
United States Bureau Veritas Certification North America Inc. S 100.00 100.00 100.00 100.00
United States Bureau Veritas Consumer Products Services Inc. S 100.00 100.00 100.00 100.00
United States BIVAC North America Inc. S 100.00 100.00 100.00 100.00
United States Bureau Veritas North America Inc. S 100.00 100.00 100.00 100.00
United States OneCIS Insurance Company S 100.00 100.00 100.00 100.00
United States Curtis Strauss LLC S 100.00 100.00 100.00 100.00
United States National Elevator Inspection Services Inc. S 100.00 100.00 100.00 100.00
United States Inspectorate America Corporation S 100.00 100.00 100.00 100.00
United States Unicar USA Inc. S 100.00 100.00 100.00 100.00
United States 7 Layers Inc. S 100.00 100.00 100.00 100.00
United States Quiktrak Inc. S 100.00 100.00 100.00 100.00
United States MatthewsDaniel Company Inc. S 100.00 100.00 100.00 100.00
United States TMC Marine Inc. S 100.00 100.00
United States Summit Inspection Services Inc. S 100.00 100.00
Uruguay Inspectorate Uruguay SRL S 100.00 100.00 100.00 100.00
Venezuela BVQI Venezuela S 100.00 100.00 100.00 100.00
Venezuela BV Venezuela S 100.00 100.00 100.00 100.00
Venezuela Inspectorate de Venezuela SCS S 100.00 100.00 100.00 100.00

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2016 2015
Country Company Type % control % interest % control % interest
Vietnam BV Vietnam S 100.00 100.00 100.00 100.00
Vietnam BV Certification Vietnam S 100.00 100.00 100.00 100.00
Vietnam BV Consumer Product Services Vietnam Ltd. S 100.00 100.00 100.00 100.00
Vietnam Inspectorate Vietnam Co. LLC S 100.00 100.00 100.00 100.00
Vietnam MatthewsDaniel Int. (Vietnam) Ltd. S 100.00 100.00 100.00 100.00
Yemen Inspectorate International Ltd. Yemen S 100.00 100.00 100.00 100.00
Zambia Bureau Veritas Zambia Ltd. S 100.00 100.00 100.00 100.00
Zimbabwe Bureau Veritas Zimbabwe S 100.00 100.00

In accordance with IAS 27.13, the aforementioned entities are all fully consolidated since they are controlled by Bureau Veritas. The Group
has the majority of the voting rights in these entities or governs their financial and operating policies.

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Companies accounted for by the equity method

2016 2015
Country Company Type % control % interest % control % interest
China 7Layers Ritt China S 50.00 50.00 50.00 50.00
France ATSI – France S 49.92 49.92 49.92 49.92
Japan Analysts Japan S 50.00 50.00 50.00 50.00
Jordan MELLTS S 50.00 50.00 50.00 50.00
Russia BV Safety LLC S 49.00 49.00 49.00 49.00
United Kingdom UCM Global Ltd. S 50.00 50.00 50.00 50.00
United Kingdom Unicar GB Ltd. S 50.00 50.00 50.00 50.00

Proportionately consolidated companies

2016 2015
Country Company Type % control % interest % control % interest
France GIE CEPI CTE ASCOT S 55.00 55.00 55.00 55.00

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Consolidated financial statements

Statutory Auditors’ report on the consolidated financial statements

For the year ended December 31, 2016
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. The Statutory Auditors’ report includes information specifically required by French law in such reports, whether modified or
not. This information is presented below the opinion on the financial statements and includes an explanatory paragraph discussing the Auditors’
assessments of certain significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit
opinion on the financial statements taken as a whole and not to provide separate assurance on individual account captions or on information
taken outside of the financial statements.
This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in
France.

To the Shareholders,
In compliance with the assignment entrusted to us by your Annual General Meeting, we hereby report to you, for the year ended
December 31, 2016, on:
● the audit of the accompanying consolidated financial statements of Bureau Veritas;
● the justification of our assessments;
● the specific verification required by law.
These consolidated financial statements have been approved by the Board of Directors. Our role is to express an opinion on these
consolidated financial statements based on our audit.

1. Opinion on the consolidated financial statements

We conducted our audit in accordance with professional standards applicable in France. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves
performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and
disclosures in the consolidated financial statements. An audit also includes evaluating the appropriateness of accounting policies used and
the reasonableness of accounting estimates made, as well as the overall presentation of the consolidated financial statements. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
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, 2016 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.

2. Justification of our assessments

In accordance with the requirements of Article L.823-9 of the French Commercial Code (Code de commerce) relating to the justification of
our assessments, we bring to your attention the following matters:
Bureau Veritas tests goodwill for impairment annually and also assesses whether there is an indication that intangible assets may be
impaired, in accordance with the methods described in Notes 3.5, 3.7 and 11 to the consolidated financial statements. Our work consisted
in examining the methods used to implement these impairment tests as well as the related cash flow forecasts and assumptions, reviewing
the resulting calculations, and verifying that the disclosures in the notes to the consolidated financial statements are appropriate.
These assessments were made as part of our audit of the consolidated financial statements taken as a whole, and therefore contributed to
the opinion we formed which is expressed in the first part of this report.

3. Specific verification
As required by law and in accordance with professional standards applicable in France, we have also verified the information presented in
the Group’s management report.
We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.

Neuilly-sur-Seine and Paris-La Défense, March 15, 2017

The Statutory Auditors

PricewaterhouseCoopers Audit ERNST & YOUNG Audit

Christine Bouvry Nour-Eddine Zanouda

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5.2 Bureau Veritas SA statutory financial
statements
Balance sheet at December 31

Depr., amort. and

(€ thousands) Notes Gross value impairment 2016 net 2015 net
Intangible assets 1 1,323 (1,213) 110 67,426
Tangible assets 1 23,464 (16,479) 6,985 24,239
Long-term financial investments 2 2,147,579 (41,554) 2,106,025 1,822,367
Total non-current assets 2,172,366 (59,246) 2,113,120 1,914,032
Work-in-progress 5,467 5,467 49,094
Trade receivables 4 146,018 (14,084) 131,934 299,809
Other receivables 4 1,901,470 (27,675) 1,873,795 1,663,224
Marketable securities 4 662,467 662,467 318,785
Treasury shares 88,540 88,540 79,750
Cash at bank and on hand 42,154 42,154 32,627
Total current assets 2,846,116 (41,759) 2,804,357 2,443,289
Accrual accounts
Prepaid expenses 4 9,441 9,441 15,090
Unrealized currency translation losses 1,440 1,440 2,777
Bond redemption premiums 4 214 214 750
TOTAL ASSETS 5,029,577 (101,005) 4,928,572 4,375,938
Share capital 53,040 53,040
Share premium 40,670 42,249
Reserves and retained earnings 581,388 521,847
Net profit
Regulated provisions
382,063
974
279,221
974
5
Total equity 3 1,058,135 897,331
Provisions for liabilities and charges 5 78,606 207,874
Payables
Bank borrowings and debt 4 2,872,241 2,146,867
Trade payables 4 34,895 80,625
Other payables 4 865,547 973,254
Accrual accounts
Prepaid income 4 16,613 64,736
Unrealized currency translation gains 2,535 5,251
TOTAL EQUITY AND LIABILITIES 4,928,572 4,375,938

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Income statement

(€ thousands) Notes 2016 2015

Revenue 7 950,481 952,763
Other operating income 7 321,036 314,943
Total operating income 1,271,517 1,267,706
Operating expenses
Supplies (446) (480)
Other purchases and external charges (363,808) (359,430)
Taxes other than on income (31,187) (28,242)
Wages and salaries (396,496) (402,571)
Payroll taxes (159,430) (162,891)
Other operating expenses (132,203) (123,229)
Charges in provisions for operating items (21,604) 4,623
Depreciation and amortization (18,258) (16,618)
Operating profit 148,085 178,868
Net financial income 8 288,062 109,272
Profit from ordinary operations before income tax 436,147 288,140
Net exceptional income 9 23,869 35,183
Employee profit-sharing (11,163) (1,607)
Income tax (expense) 10 (66,790) (42,495)
NET PROFIT 382,063 279,221

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Statement of cash flows

(€ thousands) 2016 2015

Cash flow from operations 392,053 270,222
Change in working capital 13,269 961
Net cash from operating activities 405,322 271,183
Capital expenditure (28,620) (31,529)
Acquisitions of equity interests (133,986) (12,241)
Sales and repayments of equity interests 128,218 486,113
Sales of non-current assets 248 156
Change in loans and other financial assets (143,630) (45,830)
Net cash from (used in) investing activities (177,770) 396,669
Capital increase 1,432 10,344
Purchases of treasury shares, net (28,347) (26,739)
Dividends paid (222,771) (209,809)
Net cash used in financing activities (249,686) (226,204)
Increase (decrease) in gross debt 541,404 (143,194)
Impact of the spin-off of Company's activities in France (165,332) -
Increase (decrease) in cash and cash equivalents 353,938 298,454
Cash and cash equivalents at beginning of year 350,683 52,229
Cash and cash equivalents at end of year 704,621 350,683

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Summary of significant accounting policies

The balance sheet and income statement are prepared in Long-term investments
accordance with the French commercial code (Code de
Equity investments are carried in the balance sheet at acquisition
commerce), French chart of accounts and French generally
cost or subscription price, including acquisition fees.
accepted accounting principles as defined by Regulation 2014-03
issued by the French accounting standards-setter (Autorité des Subsidiaries and affiliates are generally measured based on the
Normes Comptables – ANC). Company’s share in their net book assets, adjusted where
appropriate for items with a prospective economic value.
The financial statements are prepared based on :
Impairment is recognized for any difference between the value in
● the going concern;
use and gross value of the investments.
● consistency of accounting methods; and
● accrual basis principles. Current assets
The Company is organized as a head office with a number of
branches, which are fairly autonomous with regard to financial and Work-in-progress
managerial matters. Each branch keeps its own accounts which Work-in-progress is recognized using the percentage-of-completion
are linked to the head office accounting system via an method. Short-term contracts whose value is not material continue
intercompany account. to be measured using the completed contract method.
The financial statements of foreign branches are translated using Impairment is recognized when the net realizable value falls below
the closing rate method: assets and liabilities are translated at the the book value. In this case, work-in-progress is reported directly
year-end exchange rate, while income statement items are on a net basis.
translated at the average exchange rate for the year. All resulting
currency translation differences are recognized directly in equity. Impairment is calculated for each contract based on the projected
margin as revised at year-end. Losses on completion arising on
onerous contracts are recognized in provisions for liabilities and
charges.
Basis of measurement
Trade receivables
Trade receivables are depreciated to cover the risks of
Non-current assets non-collection arising on certain items. Impairments are
Non-current assets are carried at historical cost, in particular calculated based on a case-by-case analysis of risks, except for
assets located outside France. The exchange rate applied to the non-material amounts for which statistical impairments are
currency in which the assets were purchased is the rate prevailing calculated based on collection experience. The criteria for
at the acquisition date. determining impairment are based on the financial position of the
debtor (liquidity situation, whether the debtor is the object of any
Intangible assets disputes, bankruptcy or legal reorganization proceedings), or
whether the debtor is involved in any technical disputes.
Software developed in-house is capitalized in accordance with the
benchmark treatment. The cost of production for own use
Marketable securities
includes all costs directly attributable to analyzing, programming,
testing and documenting software specific to the Company’s Marketable securities are carried at cost and written down to their
activities. estimated net realizable value if this falls below their cost.
Software is amortized over its estimated useful life, which does
not currently exceed seven years.

Tangible assets
Depreciation is provided according to the straight-line or
declining-balance method, depending on the asset concerned. The
following useful lives generally apply:

Fixtures and fittings, machinery and equipment:

● fixtures and fittings 10 years
● machinery and equipment Between 5 and 10 years
Other tangible assets:
● vehicles Between 4 and 5 years
● office equipment Between 5 and 10 years
● IT equipment Between 3 and 5 years
● furniture 10 years

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Accrual accounts Accrual accounts
Prepaid expenses Prepaid income
This caption includes operating and financial expenses relating to This account primarily represents the portion of contract billing in
subsequent reporting periods. excess of the percentage-of-completion (see note concerning
revenue).
Currency translation losses Since 2012, this item has also included the amount of interest on
This item represents translation losses on foreign currency the outstanding USPP swap, which is recognized on a straight-line
receivables and payables. basis over the residual term of the facility.
Since there are no corresponding hedging instruments, translation
losses are covered by a provision for the same amount in liabilities.
Currency translations gains
This account includes gains on the translation of the Company's
Foreign currency borrowings hedged by designated currency
foreign currency receivables and payables at the year-end rate.
swaps and those hedged by current accounts with subsidiaries in
the same currencies with broadly similar maturities are treated as
aggregate currency exposures. The provision recognized is limited Income statement
to the amount by which unrealized translation losses exceed
unrealized translation gains. Presentation method
The income statement is presented in list format. Income
Equity and liabilities statement items are classified to successively show operating
profit, net financial income, profit from ordinary operations before
Currency translation reserves income tax, net exceptional income, employee profit-sharing and
income tax amounts.
The functional currency of foreign entities is used as their
reference currency. As a result, historical cost data are expressed
in foreign currency. The closing rate method is therefore used to Revenue and other operating income
translate the financial statements of foreign branches. Revenue is the value (excluding VAT) of services provided by the
branches in the ordinary course of their business, after elimination
Accordingly:
of intra-company transactions. It is recognized on a
● balance sheet items (except for the intercompany account) are percentage-of-completion basis. Short-term contracts or
translated at the year-end exchange rate; contracts whose value is not material are valued using the
completed contract method.
● income statement items are translated at the average
exchange rate for the year; Other operating income includes mainly royalties and amounts
rebilled to clients and other Group entities.
● the intercompany account continues to be carried at the
historical exchange rate.
Operating expenses
Pensions and other employee benefit obligations All other expenses are reported in this caption by type. These
expenses are recognized according to the local regulations in the
The Company has adopted the benchmark treatment for pensions countries where the Company’s branches are located.
and other employee benefit obligations and recognizes all such
obligations in the balance sheet. Actuarial gains and losses
resulting from changes in assumptions or in the valuation of assets
are recognized in the income statement.
Depreciation and amortization are calculated applying the usual
methods (see non-current assets). Additions to provisions reflect
amounts set aside to cover a decline in value of external customer
5
accounts and other operating provisions.

Provisions for liabilities and charges Net financial income (expense)

Provisions for liabilities and charges are recognized when the This caption reflects:
Company considers at the end of the reporting period that it has a
present legal obligation as a result of past events; it is probable ● dividends received from other Group companies;
that an outflow of resources will be required to settle the
● interest paid on borrowings, interest received on loans granted
obligation; and the amount of the obligation can be reliably
to Company subsidiaries, and investment income;
estimated.
● movements in provisions relating to equity investments and
The amount recognized as a provision is the best estimate of the
current accounts of certain Company subsidiaries;
expenditure required to settle the present obligation at the end of
the reporting period. The costs which the Company ultimately ● exchange differences on foreign currency loans and borrowings
incurs may exceed the amounts set aside to provisions for claims and on operating transactions.
and disputes due to a variety of factors such as the uncertain
nature of the outcome of the disputes.

Derivative financial instruments

A provision is set aside in liabilities if any derivative financial
instruments traded over-the-counter that do not meet the criteria
for hedge accounting have a negative market value.

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Net exceptional income (expense) Consolidation for accounting and tax purposes
Exceptional income chiefly includes recoveries of receivables Bureau Veritas SA is the parent and consolidating company of the
previously written off, proceeds from sales of non-current assets Group and is itself fully consolidated by the Wendel group, whose
and Bureau Veritas SA shares and reversals of exceptional registered office is located at 89, rue Taitbout, 75009 Paris,
provisions. France, and is registered with the Paris trade and companies
register (Registre du commerce et des sociétés) under
Exceptional expense includes miscellaneous penalties paid and
number 572 174 035.
the net book values of (i) non-current assets sold or retired, (ii)
Company shares and (iii) additions to exceptional provisions. Bureau Veritas SA is the head of the tax consolidation group set
up pursuant to articles 223 et seq. of the French tax code (Code
général des impôts).

Significant events in 2016

Dividends payout ● Marine & Offshore, for a book value of €13.5 million, to Bureau
Veritas Marine & Offshore – Registre International de
Pursuant to the resolutions adopted by the May 17, 2016 Classification de Navires et de Plateformes Offshore SAS;
Shareholders’ Meeting, on May 23, 2016 the Company paid ● GSIT (Government Services & International Trade), for a book
eligible shareholders a dividend of €0.51 per share, representing a value of €11.5 million, to Bureau Veritas GSIT SAS;
total payout of €222.8 million.
● Inspection and Technical Services, for services provided in
France including In-Service Inspection & Verification, Health/
Safety and Environment and Asset Management on existing
Financing constructions, for a book value of €40 million, to Bureau Veritas
Exploitation SAS;
On August 31, 2016, the Company placed €700 million in
non-rated bonds with two maturities: a €500 million bond ● Construction, for services provided in France including
maturing at seven years paying fixed interest at 1.25%, and a Technical Control, Asset Management on new constructions
€200 million bond maturing at ten years paying fixed interest at and Coordination of Safety and Health Procedures, for a book
2.00%. value of €17 million, to Bureau Veritas Construction SAS;
● France Support Services, for support functions in France, for a
book value of €5 million, to Bureau Veritas Services France SAS;
Spin-off of the Company’s operating and ● Group Support Services, for support functions in France for the
support activities in France Group worldwide, for a book value of €45 million, to Bureau
Veritas Services SAS.
To respond regulatory constraints governing conflicts of interest The contributions were approved by the Ordinary and
and to increase the visibility of the Group’s France-based Extraordinary Shareholders’ Meeting of October 18, 2016 and
operations and support activities, which were hosted by Bureau enable the Company to focus on its holding company activities for
Veritas SA, and as of December 31, 2016, the Company spun off its operations in France.
the following activities into six fully-owned Group subsidiaries by
means of partial asset contributions:

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The summary balance sheet for these contributions is presented below:

Depr., amort. and

(€ thousands) Gross value impairment 2016 net
Intangible assets 137,325 (59,927) 77,398
Tangible assets 81,939 (63,995) 17,944
Long-term financial investments 2,833 - 2,833
Work-in-progress 41,591 - 41,591
Trade receivables 185,628 (7,073) 178,555
Other receivables 14,660 - 14,660
Cash at bank and on hand 165,332 - 165,332
Prepaid expenses 8,227 - 8,227
Unrealized currency translation losses 260 - 260
Total assets contributed 637,795 (130,995) 506,800
Provisions for liabilities and charges 118,083
Trade payables 53,675
Other payables 157,110
Prepaid income 45,089
Unrealized currency translation gains 843
Total liabilities contributed 374,800
Net assets contributed 132,000
Value of shares received in consideration
for contributions 132,000

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Notes to the statutory financial statements

Note 1 Non-current assets 222 Note 8 Net Financial income (expense) 233

Note 2 Investments in subsidiaries and affiliates 224 Note 9 Net exceptional income (expense) 233

Note 3 Equity 228 Note 10 Income tax 234

Note 4 Receivables and payables 229 Note 11 Executive compensation 234

Note 5 Provisions and impairment 230 Note 12 Share-based payment 235

Note 6 Off-balance sheet commitments 231 Note 13 Employees 236

Note 7 Analysis of revenue and other income 232 Note 14 CICE tax credit 236

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Note 1 Non-current assets

Non-current assets – gross values

Reclassifications Currency
and other translation
(€ thousands) 01/01/2016 Increases Decreases movements differences 12/31/2016
Other intangible assets 106,934 1,424 (1,081) (105,966) 12 1,323
Intangible assets in progress 12,105 18,160 - (30,265) - -
Intangible assets 119,039 19,584 (1,081) (136,231) 12 1,323
Land - - - - - -
Buildings - - - - - -
Fixtures and fittings 21,389 964 (544) (14,145) 25 7,689
Machinery and equipment 39,152 2,181 (2,133) (37,313) 46 1,933
Vehicles 2,897 125 (603) (1,068) 17 1,368
Furniture and office equipment 13,861 621 (895) (7,198) 98 6,487
IT equipment 25,781 2,724 (3,439) (21,121) 61 4,006
Tangibles assets in progress 585 2,421 - (1,034) 9 1,981
Tangible assets 103,665 9,036 (7,614) (81,879) 256 23,464
Investments in subsidiaries and
affiliates 1,784,921 134,085 (134,606) 133,713 - 1,918,113
Investments in non-consolidated
companies 233 - (2) - - 231
Deposits, guarantees and receivables 78,278 175,843 (35,914) (2,864) 13 215,356
Treasury shares 8,792 101,604 (96,518) 2 - 13,879
Long-term financial investments 1,872,224 411,532 (267,040) 130,850 13 2,147,579
TOTAL 2,094,928 440,152 (275,735) (87,260) 281 2,172,366

Reclassifications and other movements notably include the At December 31, 2016, the Company held 742,625 own shares
impacts of the spin-off of the Company’s activities in France. classified in long-term financial investments, i.e., 192,413 shares
held in connection with the liquidity agreement and 550,212
In April 2012, the Company set up a share buyback program in
shares to be canceled.
connection with its share-based payment plans in order to (i)
deliver shares to beneficiaries of stock purchase options or
performance share plans or (ii) cancel the repurchased shares.

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Depreciation, amortization and impairment of non-current assets

Reclassifications Currency
and other translation
(€ thousands) 01/01/2016 Increases Decreases movements differences 12/31/2016
Other intangible assets (51,613) (9,902) 803 59,510 (11) (1,213)
Intangible assets (51,613) (9,902) 803 59,510 (11) (1,213)
Buildings (1) - - 1 - -
Fixtures and fittings (14,548) (1,754) 527 9,656 (8) (6,127)
Machinery and equipment (30,163) (2,749) 2,054 29,723 (25) (1,160)
Vehicles (2,079) (345) 581 648 (16) (1,211)
Furniture and office equipment (10,644) (856) 875 5,993 (63) (4,695)
IT equipment (21,991) (2,652) 3,430 17,978 (50) (3,286)
Tangible assets (79,426) (8,356) 7,467 63,998 (162) (16,479)
Investments in subsidiaries and
affiliates (49,710) (2,138) 10,449 - - (41,399)
Investments in non-consolidated
companies (147) (3) - - - (150)
Deposits, guarantees and receivables - (5) - - - (5)
Treasury shares - - - - - -
Long-term financial investments (49,857) (2,146) 10,449 - - (41,554)
TOTAL (180,896) (20,404) 18,719 123,508 (173) (59,246)

Reclassifications and other movements notably include the impacts of the spin-off of the Company’s activities in France.

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Note 2 Investments in subsidiaries and affiliates

A. Detailed information about subsidiaries and affiliates whose book value exceeds 1%
of the reporting company’s capital

Share capital in Reserves in foreign Average exchange rate

(€ thousands) foreign currency currency Currency 2016 % interest
BV International 843,677 803,206 EUR 1.000 100.00%
Bureau Veritas Services 3,778 189,253 EUR 1.000 100.00%
BVHI 1 112,957 USD 0.903 100.00%
BV do Brasil 299,042 61,341 BRL 0.259 99.98%
BV Investment Shanghai 504,618 12,874 CNY 0.136 100.00%
BV Japan 351,071 283,181 JPY 0.008 93.77%
Bureau Veritas India 803 1,309,564 INR 0.013 100.00%
BVCPS India Ltd. 22,445 1,109,645 INR 0.013 100.00%
Bureau Veritas DOO SLV 499 1,411 EUR 1.000 100.00%
BV Peru 24,046 8,452 PEN 0.268 99.69%
BV Mexicana 66,369 39,144 MXN 0.048 99.96%
BV Argentina 4,541 333,655 ARS 0.061 61.20%
BV Guinea 803,590 8,717,658 GNF 0.000 100.00%
ECS 262 1,021 EUR 1.000 100.00%
BVCPS Indonesia 2,665 31,959 IDR 0.068 85.00%
BV Gabon 919,280 747,314 XAF 0.002 100.00%
BV Senegal 840,400 (446) XOF 0.002 100.00%
Soprefira 1,262 31,071 EUR 1.000 99.98%
BV Certification Slovakia 423 68 EUR 1.000 100.00%
BVCPS Turkey 3,350 4,327 TRY 0.299 99.00%
BV Indonesia 15,429 48,767 IDR 0.068 99.00%
BV Colombia 1,542,236 9,588,017 COP 0.000 99.96%
BV Venezuela 389 39 VEF 0.099 100.00%
BVCPS Bangladesh 10 792,013 BDT 0.012 98.00%
BV Douala 433,050 189,855 XAF 0.002 100.00%
BV Nigeria 40,000 815,798 NGN 0.003 60.00%
Affiliates (less than 50%-owned by the Company)
BV Inversiones SA 15,854 48,475 EUR 1.000 24.00%
BV Chile 2,192,953 14,504,345 CLP 0.001 48.68%
SUBTOTAL

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Guarantees and
endorsements Dividends received
Book value of shares held Loans and provided by the Last published Last published by the Company
Gross Net advances granted Company revenue net profit/(loss) during the year
1,270,571 1,270,571 913,201 163,792 165,044
196,395 196,395 3,464 257
110,492 110,492 218,488 189,735 34,662
108,398 108,398 67,824 7,232 6,736
69,062 69,062 25,520 55,717 15,857 21,015
20,592 20,592 83,758 10,919 13,067
13,280 13,280 20,703 3,065 1,768
5,822 5,822 22,204 3,500 941
4,464 4,464 4,915 270 16
4,334 4,334 13,510 773 253
4,252 4,252 11,663 (537) 285
3,938 3,938 996 55,782 2,919
2,099 660 280 1,047 (495)
2,065 1,173 1,346 4,080 (201)
1,901 1,901 6,848 1,476
1,376 1,376 686 4,171 (335) 175
1,281 1,281 805 6,713 912 278
1,262 1,262 9,000 (587)
1,144 1,144 1,572 88 163
1,138 1,138 2,860 10,753 (403) 522
1,072 1,072 18,902 3,429 1,898
809 809 5,627 13,998 (2,091) 1,297
782 782 8,494 1,740 337
675 675 19,905 5,815 4,398
657 657 1,682 4,084 (140)
507

31,370
507

30,100 16,466
5,822 3,812

3,015
397

1,186
5
1,109 1,109 11,663 44,871 529 1,329
1,860,850 1,857,249 1,176,759 225,060 487,338 259,271 221,103

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B. General information about other subsidiaries and affiliates

Average exchange rate

Share capital in Reserves in
(€ thousands) foreign currency foreign currency Currency 2016 % interest
BV Commodities Canada Ltd. 72,000 (64,751) CAD 0.682 58.00%
Bureau Veritas Marine & Offshore 10,001 3,500 EUR 1.000 100.00%
Rinave Registro Int’l Naval 250 871 EUR 1.000 100.00%
BVCPS France 143 82 EUR 1.000 100.00%
Coreste 75 (1,886) EUR 1.000 99.60%
BV QS Shanghai 5,308 25,408 CNY 0.136 100.00%
BV Lebanon 752,000 253,707 LBP 0.001 99.84%
BV Industrial Services 1,933 59,028 INR 0.013 100.00%
BV Vietnam 4,025 8,586 VND 0.040 100.00%
BV SATS 2,000 2,087 SAR 0.241 75.00%
BV Certification Belgium 219 34,345 EUR 1.000 99.98%
BV Gozetim Hizmetleri 2,241 12,455 TRY 0.299 94.17%
BVCPS Thailand 4,000 (12,134) THB 0.026 99.99%
BV Certification Poland 1,470 3,137 PLN 0.229 86.40%
BV Mali 10,000 (8,634,129) XOF 0.002 100.00%
BV CPS Vietnam Ltd. 2,388 50,626 VND 0.040 100.00%
BV Latvia 249 (1) LVL 1.426 100.00%
BV Congo 69,980 704,085 XAF 0.002 100.00%
BV Hungary 8,600 3,349 HUF 0.003 100.00%
BV Bangladesh Private Ltd. 5,500 213,628 BDT 0.012 99.82%
BV Monaco 150 17 EUR 1.000 99.92%
BV Angola 1,980 (2,808,107) AOA 0.006 99.00%
BVCPS Mexico 6,100 10,105 MXN 0.048 99.34%
BV Azeri 74 564 AZN 0.575 100.00%
BV Ecuador 3 167 USD 0.903 69.23%
BV Russia 1,500 (39,952) RUB 0.013 100.00%
BV Panama 50 2,276 PAB 0.903 100.00%
BV Lanka Ltd. 5,000 71,203 LKR 0.006 99.99%
BV Varna 85 155 BGN 0.511 100.00%
BV Luxembourg 31 (97) EUR 1.000 99.90%
BV Lithuania 43 1 LTL 0.290 100.00%
BV Romania 48 1,591 RON 0.223 100.00%
Bureau Veritas Controle 1,300 (134,807) MZN 0.014 63.00%
BV Pakistan 2,000 101,710 PKR 0.009 99.00%
BV Inspection Malaysia 1,399 MYR 0.218 100.00%
BV Egypt 100 103,397 EGP 0.090 90.00%
BV Kenya 2,000 150,215 KES 0.009 99.99%
BV Belarus Ltd. 43,060 (2,630,477) BYR 0.000 99.00%
BV Chad 10,000 2,054 XAF 0.002 100.00%
BV Estonia 15 (25) EUR 1.000 100.00%
BV Algeria 500 78,154 DZD 0.008 99.80%
Bureau Veritas DOO SRB 315 4,577 RSD 0.008 100.00%
BV Togo 1,000 (167,596) XOF 0.002 100.00%
BV Benin 1,000 35,279 XOF 0.002 100.00%
BV Holding 4 1 EUR 1.000 100.00%
Affiliates (less than 50%-owned by the Company)
Bureau Veritas Marine China 50,000 84,527 CNY 0.136 6.00%
STCV 2,400 1,852 TND 0.421 49.88%
BV Fiscalizadora Boliviana SRL 100 1,810 BOB 0.132 1.00%
BV Thailand 4,000 20,798 THB 0.026 49.00%
ATSI – France 80 550 EUR 1.000 50.00%
BV Italy 4,472 9,134 EUR 1.000 11.63%
BV Chile Capacitacion Ltda 9,555 144,758 CLP 0.001 1.30%
BIVAC International 5,337 1,302 EUR 1.000 0.01%
BV Ukraine 45 1,156 UAH 1.000 0.00%
TOTAL

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Book value of shares held Guarantees and Dividends received
Loans and advances endorsements provided Last published Last published by the Company
Gross Net granted by the Company revenue net profit/(loss) during the year
31,971 1,358 58,372 19,210 1,026
13,501 13,501
4,378 507 209 200
1,496 175 4,037 97
1,006 1,649 (19)
591 591 30,154 1,127 2,475
446 446 3,344 294 410
356 356 2,697 543 306
273 273 5,213 716 949
266 266 905 4,700 (206)
219 219 4,449 (23,457) 97,018
185 185 20,333 1,287 878
169 3,096 697 (342)
152 152 13,587 2,291 2,008
149 17,332 6,393 (1,477)
127 127 19,167 6,036 5,110
111 111 2,378 334 445
107 107 2,212 8,159 (712) 2,249
92 92 3,419 172 125
88 88 2,946 387
79 79 1,194 164 369
73 5,462 17,688 1,284
68 68 3,650 544
60 60 5,021 554
55 55 2,567 186 83
47 47 1,119 10,026 1,055 1,194
47 47 1,673 464 449
47 47 833 160 109
45 45 1,452 235 292
31 157 (75)
30 30 2,564 317 415
28 28 4,970 1,020 1,063
27
25 25
3,152
3,148
(602)
149
5
23 23 1,392 396 174
22 22 6,539 13,355
19 19 829 2,942 (45)
15 155 459 (67)
15 1,391 750 (41)
15 15 2,220 305 312
5 5 734 1,705 131
4 4 974 172 93
2 2 1,397 2,197 146
2 2 74 571 7
1 1

346 346 163 68,479 15,047 1,159

230 230 4,439 649 293
99 99 7,345 966
63 63 12,195 2,542 1,955
48 48 55
9 9 2,973 81,674 7,367 807
1 1 306 1,144 263 34
1,823 222
3,371 1,020 1,046
1,918,113 1,876,714 1,280,060 225,060 891,909 295,524 343,122

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Note 3 Equity

Share capital
At December 31, 2016, share capital was composed of 442,000,000 shares, each with a par value of €0.12.
Changes in the number of shares comprising the share capital during the year were as follows:

(in number of shares) 2016 2015

At January 1 442,000,000 443,032,700
Capital reduction (149,600) (1,547,500)
Exercise of stock subscription options 149,600 514,800
AT DECEMBER 31 442,000,000 442,000,000

Movements in equity in 2016

(€ thousands)
Share capital at January 1, 2016 53,040
Capital reduction (18)
Exercise of stock subscription options 18
Share capital at December 31, 2016 53,040
Share premium at January 1, 2016 42,249
Capital reduction (2,993)
Exercise of stock subscription options 1,414
Share premium at December 31, 2016 40,670
Reserves at January 1, 2016 521,847
Retained earnings (2015 net profit appropriation) 279,221
Dividend payout (222,771)
Currency translation differences and other movements 3,091
Reserves at December 31, 2016 581,388
Net profit for the year 382,063
Regulated provisions in 2016 974
TOTAL EQUITY AT DECEMBER 31, 2016 1,058,135

Breakdown of equity at December 31, 2016

(€ thousands)
Share capital 53,040
Share premium 40,670
Retained earnings 356,128
Legal reserve 5,316
Other reserves 219,944
Net profit for the year 382,063
Regulated provisions 974
TOTAL EQUITY AT DECEMBER 31, 2016 1,058,135

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Note 4 Receivables and payables

Analysis of receivables

of which accrued
(€ thousands) Gross Value income 1 year or less More than 1 year
Trade receivables 146,018 55,367 146,018
Social security taxes 260 260 260
Income tax 32,002 32,002
Other taxes, duties and similar levies 6,208 6,208
Joint ventures and economic interest groupings 207 207
Receivable from Group and associated companies 1,861,545 1,861,545
Miscellaneous debtors 1,248 28 1,248
Other receivables 1,901,470 288 1,901,470
Marketable securities 662,467 662,467
Prepaid expenses 9,441 6,789 2,652
Bond redemption premiums 214 214
TOTAL RECEIVABLES 2,719,610 55,655 2,716,958 2,652

Analysis of payables

of which accrued
(€ thousands) Gross Value expenses 1 year or less More than 1 year More than 5 years
Borrowings and debt 2,872,241 49,165 573,787 1,332,885 965,569
Trade payables 34,895 15,382 34,895
Payable to employees 79,071 78,555 79,071
Social security taxes and other social taxes 2,052 628 2,052
Value added tax 8,047 8,047
Other taxes, duties and similar levies
Payable to Group and associated companies
27,830
735,530
27,781 27,830
735,530
5
Miscellaneous payables 13,017 13,017
Other payables 865,547 106,964 865,547
Prepaid income 16,613 16,613
TOTAL PAYABLES 3,789,296 171,511 1,490,842 1,332,885 965,569

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Note 5 Provisions and impairment

A. Impairment of assets

(€ thousands) 2016 2015

Long-term financial investments 41,554 49,857
Trade receivables 14,084 16,599
Other receivables 27,675 33,185
IMPAIRMENT OF ASSETS 83,313 99,641

Impairment recognized against other receivables mainly concerns current accounts of subsidiaries.

B. Regulated provisions carried in liabilities

(€ thousands) 2016 2015

REGULATED PROVISIONS 974 974

Regulated provisions comprise accelerated tax amortization recognized on capitalized software costs and on acquisition fees for shares
acquired since 2007.

C. Provisions for liabilities and charges

(€ thousands) 2016 2015

Pensions and other employee benefits 40,863 113,484
Contract-related disputes 5,352 26,460
Provision for exchange losses 1,440 2,777
Other contingencies 30,495 63,709
Losses on completion 456 1,444
PROVISIONS FOR LIABILITIES AND CHARGES 78,606 207,874

The provision for pensions and other employee benefits takes into account a discount rate determined by reference to the yield on
IBOXX Euro Corporate AA 10-year bonds. The discount rate was 1.71% for French businesses at December 31, 2016, compared with
2.05% at end-2015.
Movements during the year are shown below:

(€ thousands) 2016 2015

At January 1 207,874 187,427
Additions 45,580 52,537
Reversals (utilized provisions) (38,165) (20,922)
Reversals (surplus provisions) (18,768) (12,306)
Impact of the spin-off of the Company's activities in France (118,083) -
Other movements 168 1,138
AT DECEMBER 31 78,606 207,874

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Within the ordinary course of business, the Company is involved in proceedings, the Company presented the arguments allowing it to
various disputes and legal actions seeking to establish its civil defend its position. Following the tax authorities’ approval, the
liability in connection with the services it provides. Company is exposed to a residual risk in respect of this dispute,
and a provision has been set aside in this respect. The Company,
Provisions resulting from such proceedings are calculated taking
with the help of its advisers, deems that the provisions presented
into account the Group’s insurance policies. Based on the latest
in its financial statements reflect the best assessment as to the
available information, these disputes will not have a material
potential consequences of these disputes.
adverse impact on the Company’s financial statements.
There are no other government, administrative, legal or arbitration
Other contingencies also include provisions for tax risks in the
proceedings or investigations (including any proceedings of which
various tax jurisdictions in which the Company operates through
the Company is aware that are pending or with which it is
its branches.
threatened) that could have, or have had over the last 12 months,
Regarding ongoing tax disputes, the Company received a tax a material impact on the Company’s financial position or
adjustment proposal from the French tax authorities for fiscal profitability.
years 2010 to 2014. Within the scope of the adversarial

Note 6 Off-balance sheet commitments

A. Guarantees given
Commitments given by the Company in the form of guarantees break down as follows:

(€ thousands) 2016 2015

Commitments given 331,399 293,785
Bank guarantees on contracts 67,751 65,978
Miscellaneous bank guarantees 17,322 17,047
Parent company guarantees 246,326 210,760

B. Commitments related to Company financing

Undrawn committed credit lines Credit lines carried in the books of Bureau
Veritas Holding Inc.
At December 31, 2016, the Company has an undrawn committed
syndicated borrowing facility totaling €450 million. Bureau Veritas Holding Inc., a wholly-owned subsidiary, has a
USD 200 million bank financing facility that is secured by the
5
Company.

C. Derivative financial instruments

At December 31, 2016, currency derivatives hedging sterling-denominated tranches of the USPP debt were as follows:

Maturity Notional amount Fair value of derivative

07/16/2018 GBP 23 million (2.4)
07/16/2020 GBP 40 million (5.7)
TOTAL AT DECEMBER 31, 2016 (8.1)

The Company has set up multi-currency foreign exchange derivatives hedging the euro. These instruments are set up on a centralized basis
and are designed to protect the Group against currency risk arising on intra-group loans and a portion of its external debt with credit
institutions.

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Foreign exchange derivatives maturing within one year (currency swaps and forward purchases and sales) in place at December 31, 2016
were as follows:

Notional amount
Currency (millions of currency units) Fair value of derivative
USD 423.0 0.9
CAD (370.5) (3.4)
ZAR (129.4) (0.1)
SGD (59.3) 0.2
RUB (81.3) 0.1
PLN 8.0 -
JPY 1,205.3 (0.1)
GBP (32.3) 0.9
CNY (1.2) (0.2)
AUD 121.9 (2.4)
SEK (101.7) (0.2)
DKK (68.5) -
CZK (129.0) -
NOK (12.9) -
CHF (3.4) -
TOTAL AT DECEMBER 31, 2016 (4.3)

The Company had no interest rate hedges at year-end.

Note 7 Analysis of revenue and other income

Analysis of revenue by business

(€ thousands) 2016 2015

Marine & Offshore 174,484 174,195
Industry 159,569 153,264
In-Service Inspection & Verification 283,565 281,864
Construction 238,625 235,233
Certification 31,656 39,206
Commodities 4,958 3,947
Consumer Products 32 1,526
Government Services & International Trade 57,592 63,528
TOTAL 950,481 952,763

Analysis of revenue by geographic area

(€ thousands) 2016 2015

France 686,749 686,961
EMEA 220,393 218,345
Americas 362 439
Asia Pacific 42,977 47,018
TOTAL 950,481 952,763

The EMEA region includes Europe (excluding France), Africa and the Middle East.

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Analysis of other operating income

(€ thousands) 2016 2015

Group royalties 215,659 219,568
Amounts rebilled in respect of employees on secondment and other fees
rebilled to Group companies 74,716 66,518
Amounts rebilled to Group companies employing beneficiaries of
share-based payments 15,224 8,893
Other 15,437 19,964
TOTAL 321,036 314,943

Note 8 Net Financial income (expense)

(€ thousands) 2016 2015

Financial income
Dividends 343,122 186,146
Income from other marketable securities and receivables
on non-current assets 302 610
Other interest income 19,517 14,900
Reversals of provisions 21,402 8,119
Exchange gains 62,130 85,858
Total 446,473 295,633
Financial expense
Additions to provisions (9,128) (12,764)
Interest expense (91,213) (88,569)
Exchange losses (58,070) (85,028)
Total (158,411) (186,361)
NET FINANCIAL INCOME 288,062 109,272
5
Note 9 Net exceptional income (expense)

(€ thousands) 2016 2015

Exceptional income
On management transactions 988 816
On capital transactions 7,511 61,332
Reversals of provisions 37,695 7,932
Total 46,194 70,080
Exceptional expense
On management transactions (835) (728)
On capital transactions (13,977) (6,139)
Additions to provisions (7,513) (28,030)
Total (22,325) (34,897)
NET EXCEPTIONAL INCOME 23,869 35,183

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Note 10 Income tax

Breakdown of current and exceptional income tax

2016 2015
Amount before Amount before
(€ thousands) income tax Income tax income tax Income tax
Profit from ordinary operations 436,147 66,869 288,140 42,489
Net exceptional income 23,869 (79) 35,183 6

Tax consolidation
In accordance with article 223A of the French Tax Code, the Développement, Bureau Veritas Services, SOD.I.A, Tecnitas,
Company is the sole Group entity liable for income tax payable in HydrOcean and Unicar Group.
respect of fiscal years beginning on or after January 1, 2008.
Under tax consolidation rules, subsidiaries pay contributions in
The tax consolidation group comprises respect of income tax. Regardless of the tax effectively due, these
contributions shall be equal to the income tax for which the
BIVAC International, Bureau Veritas Certification France, Bureau
subsidiary would have been liable or to the net long-term capital
Veritas Certification Holding, Bureau Veritas CPS France, Bureau
gain for the period had it been taxed as a separate entity, less all
Veritas Services France, Bureau Veritas Construction, Bureau
deduction entitlements that would have applied to the separately
Veritas Exploitation, Bureau Veritas International, Bureau Veritas
taxable entity.
Laboratoires, CEPI, Codde, ECS, Halec, LCIE, Mediqual, Oceanic

Deferred tax

(€ thousands) 2016 2015

Deferred tax assets 21,527 58,444
Deferred tax liabilities (24) (0)
NET DEFERRED TAX ASSETS 21,503 58,444

Deferred taxes at December 31, 2016 are presented after offsetting deferred tax assets and deferred tax liabilities relating to the same tax
entity or tax group, where applicable, and primarily comprise deferred tax on provisions for pensions and other employee benefits,
non-deductible accrued charges, and provisions for contract-related disputes.
The sharp year on year decrease in this item is attributable to the impacts of the spin-off of the Company’s activities in France.

Note 11 Executive compensation

(€ millions) 2016 2015

Compensation 7.1 7.1

Executive compensation includes amounts paid to members of the Board of Directors and key senior managers of the Company in the form
of attendance fees or as consideration for their various duties within the Company.

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Note 12 Share-based payment
The Company has set up two types of equity-settled The Company has no legal or constructive obligation to
compensation plans: repurchase or settle the options in cash.
● stock subscription and purchase option plans; Depending on the plans, options are conditional on the employee
having completed three years’ service and are valid for eight to
● performance share plans.
ten years after the grant date.
The exercise price is fixed when the options are awarded and
cannot be changed.
Stock subscription and purchase option plans
Pursuant to a decision of the Board of Directors on June 21, 2016,
the Company awarded 1,312,400 stock purchase options to
Description certain Group employees and to the Corporate Officer. The
options granted may be exercised at a fixed price of €19.35.
Stock subscription and purchase options are granted to senior
managers and other selected employees. To be eligible for the stock options plans, beneficiaries must
complete a minimum period of service and meet certain
Stock purchase option plans granted since 2011 will require the performance targets based on 2016 adjusted consolidated
Group to buy back its shares on the market, whereas stock option operating profit and on the consolidated operating margin for
plans granted up to 2010 concerned stock subscription options 2017 and 2018.
which entitled their holders to subscribe for newly issued shares
on exercise of their options.

OVERVIEW OF COMPANY STOCK OPTION PLANS AT DECEMBER 31, 2016

Number of options
Exercise price Contribution basis
Grant date Expiration date (in euros per option) 2016 2015 (in euros per option)
06/09/2008 Plan 06/09/2016 9.59 - 105,600 0.24
07/03/2009 Plan 07/03/2017 8.75 234,000 266,000 0.22
07/23/2010 Plan 07/23/2018 11.58 312,000 324,000 0.25
07/18/2011 Plan 07/18/2019 14.42 368,000 382,000 0.29
12/14/2011 Plan 12/14/2019 13.28 78,480 78,480 0.32
07/18/2012 Plan 07/18/2020 17.54 1,126,186 1,249,794 0.87
07/22/2013 Plan 07/22/2021 21.01 1,111,594 1,167,973 0.71
07/16/2014 Plan 07/16/2022 20.28 771,527 824,509 0.60
07/15/2015 Plan
06/21/2016 Plan
07/15/2025
06/21/2026
20.51
19.35
1,248,250
1,300,400
1,278,000
-
0.83
0.70 5
NUMBER OF OPTIONS AT
DECEMBER 31 6,550,437 5,676,356

Performance share plans based on the total shareholder return (TSR). TSR is an indicator of
the profitability of the Company’s shares over a given period,
taking into account the dividend and any market share price gains.
Description Pursuant to a decision of the Board of Directors, on July 16, 2014
the Company awarded performance shares to certain Group
Pursuant to a decision of the Board of Directors, on July 22, 2013
employees and to the Corporate Officer. To be eligible for the
the Company awarded performance shares to certain Group
performance share plans, beneficiaries must complete a minimum
employees and to the Corporate Officer. To be eligible for the
period of service and meet certain performance targets based on
performance share plans, beneficiaries must complete a minimum
2014 adjusted consolidated operating profit and the consolidated
period of service and meet certain performance targets based on
operating margin for 2015 and 2016. Shares awarded in France
2013 adjusted consolidated operating profit and the consolidated
are subject to a two-year non-transferability period.
operating margin for 2014 and 2015. Shares awarded in France
are subject to a two-year non-transferability period. Pursuant to a decision of the Board of Directors, on July 15, 2015
the Company awarded performance shares to certain Group
Pursuant to a decision of the Board of Directors, on July 22, 2013
employees and to the Corporate Officer. To be eligible for the
the Company awarded 800,000 performance shares to the
performance share plans, beneficiaries must complete a minimum
Corporate Officer. The conditions for the share award were
period of service and meet certain performance targets based on
amended pursuant to a decision of the Board of Directors of
2015 adjusted consolidated operating profit and the consolidated
December 11, 2015 and the shares are now subject to a minimum
operating margin for 2016 and 2017. Shares awarded in France
service period of nine years as Corporate Officer, followed by a
are subject to a two-year non-transferability period.
two-year mandatory holding period, and a performance target

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Pursuant to a decision of the Board of Directors, on June 21, 2016 period of service and meet certain performance targets based on
the Company awarded performance shares to certain Group 2016 adjusted consolidated operating profit and the consolidated
employees and to the Corporate Officer. To be eligible for the operating margin for 2017 and 2018.
performance share plans, beneficiaries must complete a minimum

OVERVIEW OF COMPANY PERFORMANCE SHARE PLANS AT DECEMBER 31, 2016

Number of shares
Contribution basis
Grant date Expiration date 2016 2015 (in euros per share)
07/18/2012 Plan 07/18/2016 - 783,800 4.44
07/22/2013 Plan 07/22/2017 632,222 1,201,962 5.25
07/22/2013 Plan 07/22/2022 720,000 770,000 1.73
07/16/2014 Plan 07/16/2018 826,365 890,719 4.70
07/15/2015 Plan 07/15/2019 1,048,998 1,093,350 4.95
06/21/2016 Plan 06/21/2019 1,110,850 - 3.87
NUMBER OF SHARES AT DECEMBER 31 4,338,435 4,739,831

Performance shares and stock purchase Impact of share-based payment plans on the
options awarded to beneficiaries not directly Company’s financial statements
employed by the Company
In 2016, the Company recognized a total expense of €21.0 million
The cost of awarding performance shares to beneficiaries not (€22.9 million in 2015) in respect of share-based payment plans.
directly employed by the Company is borne by the Company The expense reflects the cost of the shares to be delivered,
through its purchases of shares on the market. estimated based on the price of the purchases made between
2013 and 2016, and the closing share price at December 31,
In 2016, the Company therefore recognized the estimated cost of 2016. In 2015, the expense reflected purchases made between
performance shares and exercisable stock options awarded to 2013 and 2015 and the closing share price at December 31, 2015.
beneficiaries not directly employed by the Company under the
new 2016 plan. At December 31, 2016, the liability (amount payable to
employees) amounted to €64.1 million (end-2015: €68.2 million).
In parallel, the Company continued to implement a procedure
under which the cost of the awards made to these beneficiaries At December 31, 2016, the Company held 4,528,408 of its own
are rebilled to the Group companies employing them. Income shares for delivery under stock option and performance share
totaling €15.2 million was recognized in this respect in 2016 plans. These shares are shown on a separate asset line in the
(€8.9 million in 2015). balance sheet for €88.5 million (€79.8 million at end-2015).

Note 13 Employees

  2016 2015
Employees 8,581 8,523

The average headcount for the period does not take account of the impact of the spin-off of the Company’s activities in France, which
impacted approximately 6,500 employees.

Note 14 CICE tax credit

In 2016, the Company recognized €7.6 million as a deduction of This amount allowed the Company to improve its
personnel costs in respect of the CICE tax credit introduced in competitiveness, notably by funding investment, research,
France to boost competitiveness and employment (2015: training, recruitment, innovation, and new market prospection
€7.3 million). efforts.

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Statutory Auditors’ report on the financial statements
For the year ended December 31, 2016
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. The Statutory Auditors’ report includes information specifically required by French law in such reports, whether modified or not. This information
is presented below the opinion on the financial statements and includes an explanatory paragraph discussing the Auditors’ assessments of certain
significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the financial statements
taken as a whole and not to provide separate assurance on individual account captions or on information taken outside of the financial statements.
This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.
To the Shareholders,
In compliance with the assignment entrusted to us by your Annual General Meeting, we hereby report to you, for the year ended December
31, 2016, on:
● the audit of the accompanying financial statements of Bureau Veritas;
● the justification of our assessments;
● the specific verifications and information required by law.
These financial statements have been approved by the Board of Directors. Our role is to express an opinion on these financial statements
based on our audit.

1. Opinion on the financial statements

We conducted our audit in accordance with professional standards applicable in France. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves
performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and
disclosures in the financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made, as well as the overall presentation of the financial statements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the Company at
December 31, 2016 and of the results of its operations for the year then ended in accordance with French accounting principles.

2. Justification of our assessments

In accordance with the requirements of Article L.823-9 of the French Commercial Code (Code de commerce) relating to the justification of
our assessments, we bring to your attention the following matters:
As described in the “Long-term investments” section of the summary of accounting policies note to the financial statements, your Company
measures the impairment of its investments based on value in use and by reference to the specific characteristics of each subsidiary. As part of our
5
assessment of the significant estimates made to prepare the financial statements, we examined the relevance of the methods used by the Company.
These assessments were made as part of our audit of the financial statements taken as a whole, and therefore contributed to the opinion
we formed which is expressed in the first part of this report.

3. Specific verifications and information

In accordance with professional standards applicable in France, we have also performed the specific verifications required by French law.
We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in the
management report of the Board of Directors, and in the documents addressed to the shareholders with respect to the financial position
and the financial statements.
Concerning the information given in accordance with the requirements of Article L.225-102-1 of the French Commercial Code relating to
remuneration and benefits received by corporate officers and any other commitments made in their favor, we have verified its consistency
with the financial statements, or with the underlying information used to prepare these financial statements and, where applicable, with the
information obtained by your Company from companies controlling it or controlled by it. Based on this work, we attest to the accuracy and
fair presentation of this information.
In accordance with French law, we have verified that the required information concerning the purchase of investments and controlling
interests and the identity of shareholders and holders of the voting rights has been properly disclosed in the management report.
Neuilly-sur-Seine and Paris-La Défense, March 15, 2017
The Statutory Auditors

PricewaterhouseCoopers Audit ERNST & YOUNG Audit

Christine Bouvry Nour-Eddine Zanouda

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5 Financial statements
Additional information regarding the Company in view of the approval of the 2016 financial statements

5.3 Additional information regarding the

Company in view of the approval of
the 2016 financial statements
5.3.1 Activity and results of the parent company
(in €) 2016 2015
Revenue 950,481,164.77 952,762,941.93
Operating profit 148,085,203.07 178,868,371.10
Net exceptional income 23,868,868.53 35,182,237.03
Net profit 382,063,214.64 279,221,081.91
Equity 1,058,135,459.04 897,330,992.63

The bases of presentation and measurement used to prepare the annual statutory financial statements are identical to those adopted in
previous years.

5.3.2 Recommended appropriation of 2016 net profit

The Board of Directors informs the shareholders that as of In accordance with article L. 158-3 paragraph 2 of the French tax
December 31, 2016: code (Code général des impôts), individual shareholders who are
resident in France for tax purposes are eligible for a 40% tax
● the legal reserve stood at €5,316,392.40 compared to share
deduction on the amount of any dividends they receive.
capital of €53,040,000.00, and therefore represents one-tenth
Nevertheless, the Company will withhold 21% at source from the
of the share capital;
gross amount of the dividend (plus social contributions at a rate of
● net profit for the period was €382,063,214.64. Based on 15.5%). The 21% withholding at source is an advance income tax
retained earnings of €356,128,019.84 at December 31, 2016, payment and will therefore be deductible from the income tax due
the Company’s distributable profit amounted to by the beneficiary in 2018 based on the income received in 2017.
€738,191,234.48.
The dividend will be paid as of May 22, 2017.
The Board will recommend the following profit appropriation to
Shareholders will be asked to approve any dividends unable to be
shareholders:
paid on treasury shares to be allocated to “Retained earnings”.
● a dividend of €0.55 per share, representing a total amount of More generally, in the event of a change in the number of shares
€243,100,000.00 based on the number of shares making up carrying dividend rights, it will be recommended that the overall
the share capital at December 31, 2016 (442,000,000 shares); amount of said dividend be adjusted accordingly and the amount
allocated to “Retained earnings” be determined on the basis of the
● the balance of €495,091,234.48 to be allocated to “Retained dividend actually paid.
earnings”.

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 Financial statements
Additional information regarding the Company in view of the approval of the 2016 financial statements 5
DIVIDEND PAYOUTS OVER THE LAST THREE FINANCIAL YEARS
The following dividends were paid over the last three financial years:

Number of shares
Year Total amount distributed concerned Dividend per share(d)
2013 €209,513,296.80 436,486,035 €0.48 (a)
2014 €209,809,271.04 437,102,648 €0.48 (b)
2015 €222,770,924.85 436,805,735 €0.51 (c)
(a) The dividend per share was paid in 2014.
(b) The dividend per share was paid in 2015.
(c) The dividend per share was paid in 2016.
(d) In accordance with article 243 bis of the French tax code, these dividends entitle the shareholders to the 40% deduction referred to in article 158, paragraph 3
(2) of the French tax code.

The dividend distribution policy is set out in section 6.8.2 – Dividend distribution policy of this Registration document.

5.3.3 Total sumptuary expenditure and related tax

In accordance with the provisions of article 223 quater of the French tax code, it should be noted that the Company’s financial statements
for the year ended December 31, 2016 take into account an amount of €1,097,912.36 in non-deductible expenditure within the meaning
of article 39-4 of the French tax code, resulting in a tax effect of €378,047.79. This non-deductible expenditure will be submitted to the
Shareholders’ Meeting for approval.

5.3.4 Subsidiaries and affiliates

The table illustrating the Company’s subsidiaries and affiliates can be found in Note 2, Chapter 5.2 – Statutory financial statements of this
Registration document.

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5 Financial statements
Additional information regarding the Company in view of the approval of the 2016 financial statements

5.3.5 Five-year financial summary

(in thousands of euros except per-share data expressed in euros) 2016 2015 2014 2013 2012
I – Financial position
a) Share capital 53,040 53,040 53,164 53,045 13,260
b) Number of shares issued(a) 442,000,000 442,000,000 443,032,700 442,042,000 110,498,636
c) Number of bonds convertible into shares - - - - -
II – Comprehensive income from operations
a) Revenue excluding taxes 950,481 952,763 869,571 873,573 886,346
b) Profit before taxes, depreciation, amortization and provisions 446,260 358,454 350,388 167,858 177,858
c) Income tax 66,790 42,495 27,069 37,730 23,992
d) Profit after taxes, depreciation, amortization and provisions 382,063 279,221 281,313 89,594 126,996
e) Distributed profit(b) 243,100 222,771 209,809 209,513 200,442
III – Earnings per share data
a) Profit after taxes, but before depreciation, amortization and
provisions(a) 0.86 0.71 0.73 0.29 1.39
(a)
b) Profit after taxes, depreciation, amortization and provisions 0.86 0.63 0.63 0.20 1.15
c) Net dividend per share(b)(c) 0.55 0.51 0.48 0.48 1.83
IV – Personnel costs
a) Number of employees(d) 8,581 8,523 8,282 8,457 8,624
b) Total payroll 396,496 402,571 373,216 390,590 398,969
c) Total amount paid in respect of employee benefits 159,430 162,891 150,806 155,160 158,380
(a) Data for years 2013 and after take into account the capital transactions carried out in June 2013 (fourfold increase in the number of shares and the
four-for-one stock split).In 2016, the share capital comprised 442,000,000 shares, each with a par value of €0.12, following:°
● 149,600 shares subscribed further to the exercise of options; and°
● 149,600 shares canceled.
(b) The dividend for 2016 will be recommended to shareholders at the Shareholders’ Meeting of May 16, 2017.
(c) For the purpose of comparison, the dividend of €1.83 paid in 2012 is equivalent to an amount of €0.46 per share, on a pro-forma basis and before the
four-for-one stock split.
(d) The headcount for 2016 does not take account of the impacts of the spin-off of the Company’s activities in France, as described in Note 13, section 5.2 “2016
statutory financial statements”.

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 Financial statements
Additional information regarding the Company in view of the approval of the 2016 financial statements 5
5.3.6 Information regarding supplier payment terms
Since December 1, 2008, the Company has applied the provisions of the French economic modernization (“LME”) Act and paid its suppliers
at 60 days. Contracts with suppliers and payments have been adapted accordingly.
In accordance with articles L. 441-6-1 and D. 441-4 of the French commercial code (Code de commerce), the Company’s French holding
activity (taking account of the impact of spin-off of the Company's activities in France) had outstanding trade payables totaling €4,831,886
(excluding unbilled payables) at December 31, 2016, breaking down as follows.

Due date (in days)

 Amount
(€ thousands) outstanding Current 31-60 61-90 91-120 More than 120
Payable in respect of goods
and services 4,831,886 2,501,345 119,428 0 2,127 2,208,986
Ratio (%) 100% 51.77% 2.47% 0.00% 0.04% 45.72%

At end-December 2015, outstanding trade payables for French activities (excluding unbilled payables) totaled €32,911,719, as follows:

Due date (in days)

Amount
(€ thousands) outstanding  Current 31-60 61-90 91-120 More than 120
Payable in respect of goods
and services 32,911,719 27,481,382 475,451 1,029,755 538,406 3,386,725
Ratio (%) 100% 83.50% 1.44% 3.13% 1.64% 10.29%

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5 Financial statements

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Information on
6
the Company
and the capital
6.1 General information 244 6.8 Stock market information 257
6.2 Simplified Group organization 6.9 Documents on display 259
chart at December 31, 2016 245
6.10 Related-party transactions 260
6.3 Main subsidiaries in 2016 247
6.11 Articles of incorporation and
6.4 Intra-group contracts 250 by-laws 262
6.5 Industrial franchise, brand 6.12 Persons responsible 266
royalties and expertise
licensing contracts 250 6.13 Statutory Auditors 267

6.6 Share capital and voting rights 251 6.14 Cross-reference table 268

6.7 Ownership structure 255

Components of the Annual Financial Report are identified in this table of contents with the sign

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6 Information on the Company and the capital
General information

6.1 General information

Corporate name
Bureau Veritas

Registered office
Immeuble Newtime – 40/52, boulevard du Parc – 92200 Neuilly-sur-Seine – France
Tel.: +33 (0) 1 55 24 70 00 – Fax: +33 (0) 1 55 24 70 01

Registration place and number

Bureau Veritas is registered with the Nanterre Trade and Companies Register (Registre du commerce et des sociétés) under number
775690621. The Company’s APE Code, which identifies the type of business it carries out, is 7120B, corresponding to the business of
technical analyses, trials and inspections.

Date of incorporation and term

The Company was incorporated on April 2 and 9, 1868, by Maître Delaunay, notary in Paris. Its incorporation will expire, unless wound up or
extended by an Extraordinary Shareholders’ Meeting in accordance with the law and its by-laws, on December 31, 2080.

Legal form and applicable legislation

The Company is a joint stock 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 provisions applicable to
commercial companies and to its by-laws.

Accounting period
January 1 to December 31 each year.

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 Information on the Company and the capital
Simplified Group organization chart at December 31, 2016 6
6.2 Simplified Group organization chart
at December 31, 2016
Direct
BUREAU VERITAS SA* shareholding
Indirect
shareholding

100% 100% 99.98%

Bureau Veritas Bureau Veritas Bureau Veritas

Holdings Inc. International SAS Do Brazil
(United States) (France) (Brazil)
100%
6%

Bureau Veritas
100% Bureau Veritas Bureau Veritas 100% 94% Bureau Veritas
Consumer Products
North America Inc. Hong Kong LTD. Marine Chine
Services Hong Kong
(United States) (Hong Kong) (China)
(China)
85% (1)
Bureau Veritas
Bureau Veritas 100% 76 % Bureau Veritas 24%
Consumer Products
Australia LTD. Inversiones SA
Services Shanghai
(Australia) (Spain)
(China)

Inspectorate America 100% Bureau Veritas Maxxam Analytics

100% Bureau Veritas 100% 100%
Corporation Certification International
Singapore Pte LTD.
(United States) Holding SAS Corporation
(Singapore)
(France) (Canada)

BIVAC 99.99% Bureau Veritas 100% 100% MatthewsDaniel

International SA UK Holdings LTD. LTD
(France) (United Kingdom) (United Kingdom)

100% 100%

Bureau Veritas
BIVAC B.V. UK LTD. 95% (2) Tecnicontrol SA
(Netherlands) (United Kingdom) (Colombia)

* The section on Bureau Veritas SA is covered in the following section.

(1) 15% owned by Shanghai Inspection Cy
(2) 5% owned by Bureau Veritas Services

The percentage interest shown in the organization chart above equates to the percentage of control.
6

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6 Information on the Company and the capital
Simplified Group organization chart at December 31, 2016

Changes to the internal organization of Bureau Veritas SA after December 31, 2016
The Board of Directors of Bureau Veritas SA submitted an internal ● Inspection and Technical Services, for services provided in
reorganization project for shareholder approval at the France including In-Service Inspection & Verification, Health,
Extraordinary Shareholders’ Meeting on October 2016. The Safety and Environment and Asset Management on existing
project was approved and the new structure took effect on constructions, within Bureau Veritas Exploitation SAS;
December 31, 2016.
● Construction, for services provided in France including
The purpose of the reorganization was to respond to regulatory Technical Control, Asset Management on new constructions
constraints governing conflicts of interest and to increase the and Coordination of Safety and Health Procedures, within
visibility of the Group’s France-based operations and support Bureau Veritas Construction SAS;
activities, which were hosted by Bureau Veritas SA. Bureau Veritas
● France Support, dedicated to support functions in France,
SA now hosts six activities within six wholly-owned Group
within Bureau Veritas Services France SAS;
subsidiaries, created by means of partial asset contributions.
These activities are: ● Group Support, dedicated to support functions provided in
France for the Group worldwide, within Bureau Veritas Services
● Marine & Offshore, within Bureau Veritas Marine & Offshore –
SAS.
Registre International de Classification de Navires et de
Plateformes Offshore SAS;
● Government Services & International Trade (GSIT), within
Bureau Veritas GSIT SAS;

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 Information on the Company and the capital
Main subsidiaries in 2016 6
6.3 Main subsidiaries in 2016
The Group is made up of Bureau Veritas SA and its branches and entities, the consolidation of 27 acquired entities and a reduction
subsidiaries. At the head of the Group, Bureau Veritas SA owns of 30 entities as part of the Group’s streamlining initiative.
holdings in the principal subsidiaries in France and elsewhere. In
A description of the Group’s 20 main direct and indirect
addition to its activity as a holding company, it also engaged in its
subsidiaries is provided below.
own business activity until December 31, 2016, comprising the
French operations of all the Group’s businesses (except Consumer Most of these are holding companies for the Group’s businesses in
Products), which is represented by branches in France and abroad. each country. A description of the business activities of the
operational subsidiaries is also provided. A list of the Group’s
Bureau Veritas SA reported revenue of €950 million in 2016.
subsidiaries is included in Note 38 – Scope of consolidation to the
The main cash flows between Bureau Veritas SA and its 2016 consolidated financial statements, in section 5.1 of this
consolidated subsidiaries relate to brand royalties and technical Registration document.
royalties, centralized cash management and invoicing of relevant
The selected subsidiaries met at least one of the following five
amounts for insurance coverage. The main cash flows between
criteria during one of the last two financial years: i) the carrying
Bureau Veritas and its subsidiaries are also presented in the
amount of the entity’s securities recorded in Bureau Veritas SA’s
special reports of the Statutory Auditors on related-party
statement of financial position exceeded €50 million; ii) the entity
agreements, which are set out in the related-party transactions
represented at least 5% of consolidated equity; iii) the entity
section of this chapter.
represented at least 5% of consolidated net profit; iv) the entity
The Group had 492 legal entities at December 31, 2016 compared represented at least 5% of consolidated revenue; and v) the entity
to 487 at December 31, 2015, reflecting the creation of eight new represented at least 5% of total consolidated assets.

Bureau Veritas Holding Inc. (United States)

Bureau Veritas Holding Inc. is a US-based company incorporated in June 1988 whose registered office is located at 1601 Sawgrass
Corporate Parkway, Ste 400, Fort Lauderdale, FL 33323, United States. It is a wholly-owned holding company of Bureau Veritas SA whose
primary corporate purpose is to hold interests in the North American subsidiaries.

Bureau Veritas North America Inc. (United States)

Bureau Veritas North America Inc. is a US-based company whose registered office is located at 1601 Sawgrass Corporate Parkway, Ste
400, Fort Lauderdale, FL 33323, United States. The company is a wholly-owned subsidiary of Bureau Veritas Holding Inc. It provides health,
safety and environmental services, as well as construction management services. In 2016, it recorded external revenue of
USD 139.4 million (€126 million).

Inspectorate America Corporation (United States) 6

Inspectorate America Corporation Inc. is a US-based company whose registered office is located at 12000 Aerospace Avenue, Suite 200, Houston,
Texas 77034, United States. The company has been indirectly wholly-owned by Bureau Veritas Holding Inc. since September 2010, following the
Group’s acquisition of the Inspectorate group. The company’s main activity is inspecting and testing oil and petrochemical products, metals and
minerals and agricultural products. In 2016, it recorded external revenue of USD 173.9 million (€157.1 million).

Bureau Veritas International SAS (France)

Bureau Veritas International SAS is a French simplified joint stock company (société par actions simplifiée) whose registered office is located at
67/71, boulevard du Château, 92200 Neuilly-sur-Seine, France. The company was incorporated in March 1977 under the name of “Le Contrôle
Technique” (LCT). It is a holding company that controls certain foreign subsidiaries and is a wholly-owned subsidiary of Bureau Veritas SA.

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6 Information on the Company and the capital
Main subsidiaries in 2016

Bureau Veritas Consumer Products Services Hong Kong Ltd.

(Hong Kong, China)
Bureau Veritas Consumer Products Services Hong Kong Ltd. is a Chinese company incorporated in November 1985 whose registered office
is located at 7F Octa Tower, 8 Lam Chak Street, Kowloon Bay, Kowloon, Hong Kong. It is a wholly-owned subsidiary of Bureau Veritas
International SAS and its main activity is providing internal services for the Consumer Products business.

Bureau Veritas Consumer Products Services Shanghai (China)

Bureau Veritas Consumer Products Services Shanghai Co. Ltd. (formerly MTL Shanghai) is a Chinese company incorporated in 1996 whose
registered office is located at 168, Guanghua Road, Minhang District, Shanghai 201 108, China. It is 85%-owned by Bureau Veritas
Consumer Products Services Hong Kong Ltd. Its core business is providing Consumer Products services. In 2016, it recorded external
revenue of CNY 473.3 million (€64.4 million).

Bureau Veritas Certification Holding SAS (France)

Bureau Veritas Certification Holding SAS is a French simplified joint stock company (société par actions simplifiée) whose registered office is
located at 67/71, boulevard du Château, 92200 Neuilly-sur-Seine, France. Founded in March 1994, Bureau Veritas Certification Holding
SAS is a wholly-owned subsidiary of Bureau Veritas International SAS. It controls most of the Certification subsidiaries.

BIVAC International SA (France)

BIVAC International SA is a French joint stock company (société anonyme) whose registered office is located at 67/71, boulevard du
Château, 92200 Neuilly-sur-Seine, France. BIVAC International SA was founded in March 1991 as a holding company and headquarters for
the Government Services & International Trade (GSIT) business. It is a 99.99% -owned subsidiary of Bureau Veritas International SAS.

BIVAC BV Rotterdam (Netherlands)

BIVAC BV Rotterdam is a Dutch joint stock company incorporated in September 1984 whose registered office is located at Vissersdijk
223-241, 3011 GW Rotterdam, Netherlands. BIVAC BV Rotterdam is a wholly-owned subsidiary of BIVAC International SA. Its main
business is to manage support operations for Government Services. In 2016, it recorded external revenue of €49.3 million.

Bureau Veritas Hong Kong Ltd. (Hong Kong, China)

Bureau Veritas Hong Kong Ltd. is a Chinese company incorporated in October 2004 whose registered office is located at 7F Octa Tower, 8
Lam Chak Street, Kowloon Bay, Kowloon, Hong Kong. Bureau Veritas Hong Kong Ltd. is a wholly-owned subsidiary of Bureau Veritas
International SAS and has subsidiaries in Asia. Apart from its activity as a holding company, it carries out operational activities and recorded
HKD 1,576 million in external revenue (€183.5 million) in 2016.

Bureau Veritas Australia Pty. Ltd. (Australia)

Bureau Veritas Australia Ltd. is an Australian company incorporated in 1999 whose registered office is located at Unit 3, 435 Williamstown
Road, Port Melbourne, VIC3207, Australia. It is a holding company for the Group’s businesses in Australia and is wholly-owned by Bureau
Veritas International SAS. It also carries out certification and compliance assessments of industrial processes. In 2016, this operating
activity recorded AUD 7.9 million in revenue (€5.3 million).

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 Information on the Company and the capital
Main subsidiaries in 2016 6
Bureau Veritas UK Holdings Ltd. (United Kingdom)
Bureau Veritas UK Holdings Ltd. is a British company incorporated in November 2005 whose registered office is located at Suite 308, Fort
Dunlop, Fort Parkway, Birmingham, West Midlands, B24 9FD, United Kingdom. Bureau Veritas UK Holdings Ltd. is a wholly-owned subsidiary
of Bureau Veritas International SAS and owns the Group’s operating assets (excluding Marine & Offshore) in the United Kingdom.

Bureau Veritas UK Ltd. (United Kingdom)

Bureau Veritas UK Ltd. is a British company incorporated in October 1983 whose registered office is located at Brandon House, 180
Borough High Street, London, SE1 1LB, United Kingdom. Bureau Veritas UK Ltd., previously named “Plant Safety Ltd”, then “Bureau Veritas
Inspection Ltd.”, is a wholly-owned subsidiary of Bureau Veritas UK Holdings Ltd. Its main business is In-Service Inspection & Verification. In
2016, it recorded external revenue of GBP 69.7 million (€85.1 million).

MatthewsDaniel Ltd. (United Kingdom)

MatthewsDaniel Ltd. is a British holding company incorporated on November 4, 2009 whose registered office is located at 10 Fenchurch
Street (10th floor), London, EC3M 3BE, United Kingdom. It is a wholly-owned subsidiary of Bureau Veritas International SAS, and owns the
main operating assets of MatthewsDaniel, a provider of loss adjustment and risk assessment services for the offshore industry which was
acquired in 2014.

Bureau Veritas Marine China Co. Ltd. (China)

Bureau Veritas Marine China Co. Ltd. is a Chinese company incorporated in 2009 whose registered office is located at Room A, Floor 5,
No. 1288 Wai Ma Road, Huangpu District, Shanghai 200011, China. Bureau Veritas Marine China is a 94%-owned subsidiary of Bureau
Veritas International SAS (France) and a 6%-owned subsidiary of Bureau Veritas SA (France). The company is primarily involved in providing
Marine services. In 2016, it recorded external revenue of CNY 435.3 million (€59.2 million).

Bureau Veritas Inversiones SA (Spain)

Bureau Veritas Inversiones SA is the parent company of the ECA group, acquired by Bureau Veritas in October 2007. Established in 2003,
its registered office is located at Cami Can Ametller 34, Edificio Bureau Veritas, 08195 Sant Cugat del Vallès, Barcelona, Spain. Bureau
Veritas Inversiones SA is jointly owned by Bureau Veritas International SAS (76%) and Bureau Veritas SA (24%). It is a holding company and
owns operating assets in Spain.

6
Maxxam Analytics International Corporation (Canada)
Maxxam Analytics International Corporation is a Canadian company whose registered office is located at 1919 Minnesota Court, Suite 500,
Mississauga, Ontario L5N0C9, Canada. It is a wholly-owned subsidiary of Bureau Veritas International. Maxxam is the Canadian leader in
analytical services for the environmental, oil and gas and agri-food industries. In 2016, it contributed external revenue of CAD 253.4 million
(€172.9 million).

Tecnicontrol SAS (Colombia)

Tecnicontrol SAS is a Colombian company whose registered office is located at Calle 72 7-82 Piso 3, Bogota, DC Colombia. The company
has been indirectly 95%-owned by Bureau Veritas International and 5%-owned by Bureau Veritas Services since the acquisition of the
Tecnicontrol group in May 2012. It mainly provides inspection, quality assurance, non-destructive testing, asset integrity management and
technical verification services before assets are brought into service for the oil and gas industries, the process industries and the mining
sector. In 2016, the company recorded external revenue of COP 50,845 million (€15.1 million).

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6 Information on the Company and the capital
Intra-group contracts

Bureau Veritas do Brasil Sociedade Classificadora e Certificadora

Ltda (Brazil)
Bureau Veritas do Brazil Sociedade Classificadora e Certificadora Ltda is a Brazilian company whose registered office is located at
Rua Joaquim Palhares 40-7e 8 Andares Cidade Nova, Rio de Janeiro 20260080, Brazil. The company is 99.98%-owned by
Bureau Veritas SA. It mainly provides inspection, asset integrity management and technical verification services for Industry business and
Marine & Offshore clients. In 2016, the company recorded external revenue of BRL 252.4 million (€65.5 million).

Bureau Veritas Singapore Pte Ltd. (Singapore)

Bureau Veritas Singapore Pte Ltd. is a Singaporean company incorporated in 2002 whose registered office is located at 20 Science Park
Road, N°03-01 Teletech Park, 117674, Singapore Science Park II, Singapore. The company operates in Singapore and owns certain Group
operating assets in the region, particularly the 51% holding in the Australian company Dairy Technical Services (DTS), acquired in 2016. The
company recorded revenue of SGD 17.2 million (€11.3 million) in 2016.

6.4 Intra-group contracts

Under the Group’s cash pooling arrangement, subsidiaries transfer any surplus funds to a central account. If needed, they can take out loans
from the Company. Subsidiaries may not invest surplus funds with or borrow funds from any other entity without the Company’s consent.
Intra-group loans are governed by cash management agreements between the Company and each French and non-French subsidiary.

6.5 Industrial franchise, brand royalties

and expertise licensing contracts
Since 2007, Bureau Veritas has signed industrial franchise contracts with most of the Group’s subsidiaries.
The aim of this industrial franchise model is to make Bureau Veritas SA’s industrial property available to Group entities and provide
technical and administrative services to Group subsidiaries.
The use of industrial property and services rendered is paid in the form of royalties calculated based on a percentage of third-party
revenues, which may vary depending on the activities carried out by the subsidiaries.

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 Information on the Company and the capital
Share capital and voting rights 6
6.6 Share capital and voting rights
6.6.1 Share capital
Change in share capital during the year ended December 31, 2016
At December 31, 2015, the share capital amounted to ● 149,600 shares were issued following the exercise of stock
€53,040,000 and was divided into 442,000,000 shares with a par subscription options; and
value of €0.12 each. The increase in share capital resulting from
● 149,600 treasury shares were canceled.
the exercise of stock subscription options in 2015 was noted by
the Board of Directors at its meeting on February 24, 2016. The increase in share capital resulting from the exercise of stock
subscription options in 2016 was noted by the Board of Directors
At December 31, 2015, the total number of theoretical voting
at its meeting on February 23, 2017.
rights amounted to 631,563,614 and the number of exercisable
voting rights totaled 627,149,490, the difference being due to the At December 31, 2016, the total number of theoretical voting
voting rights attached to treasury shares. rights amounted to 632,201,432 and the number of exercisable
voting rights totaled 626,930,399.
At December 31, 2016, the share capital amounted to
€53,040,000 and was divided into 442,000,000 shares with a par The table below summarizes the delegations of authority relating
value of €0.12 each. to share capital granted by the Shareholders’ Meeting to the
Board of Directors that were still in effect as of the filing date of
The following share capital transactions took place during the year:
the Registration document.

Summary of delegations of authority granted by the Shareholders’ Meeting to the Board

of Directors (article L. 225-100, paragraph 7 of the French Commercial Code)

Date of the Ordinary

and Extraordinary Duration and Use at
Shareholders’ Meeting expiration of Maximum nominal Dec. 31,
Nature of the authorization granted to the Board of Directors (OESM) the authorization amount 2016
Issuance, with preemptive subscription rights, of (i) ordinary OESM May 20, 2015 26 months, i.e., Maximum nominal Not
shares in the Company, and/or (ii) securities giving access (7th resolution) until July 19, 2017 amount of capital used
immediately and/or in future to new shares in the Company increases:
and/or one of its subsidiaries and (iii) securities giving access €8 million(a)(b)
to other existing shares or rights to receive senior notes issued Maximum nominal
by the Company or any of its subsidiaries amount of senior
notes: €1 billion
In the event of excess demand, increasing the issue OESM May 20, 2015 26 months, i.e., 15% of the initial Not
amount, with preemptive subscription rights, (8th resolution) until July 19, 2017 issue(a)(b) used
in accordance with the 7th resolution
Issuance, with cancellation of preemptive subscription rights, OESM May 20, 2015
for members of a company savings plan of (i) ordinary company (9th resolution)
shares and/or (ii) securities giving immediate and/or
26 months, i.e.,
until July 19, 2017
1% of the share
capital(a)(b)
Not
used 6
future access to the share capital of the Company
Increase in the share capital by capitalizing share OESM May 20, 2015 26 months, i.e., €6 million(b) Not
premiums, reserves, retained earnings or any other (10th resolution) until July 19, 2017 used
sum that may be capitalized
Issuance of ordinary shares and/or securities giving access OESM May 20, 2015 26 months, i.e., 10% of the share Not
immediately and/or in future to existing or new ordinary (11th resolution) until July 19, 2017 capital(a)(b) used
shares of the Company as consideration for contributions
in kind granted to the Company
Issuance of ordinary Company shares and/or securities OESM May 20, 2015 26 months, i.e., €4 million(a)(b) Not
giving access immediately and/or in future to existing (12th resolution) until July 19, 2017 used
or new ordinary shares of the Company as consideration
for share contributions made under a public exchange
offering initiated by the Company
(a) The overall maximum nominal amount of share capital increases that may be made under the 7th, 8th, 9th 11th and 12th resolutions adopted at the Ordinary
and Extraordinary Shareholders’ Meeting on May 20, 2015 may not exceed €8 million.
(b) The overall maximum nominal amount of capital increases that may be made under the 7th, 8th, 9th, 10th, 11th and 12th resolutions adopted at the Ordinary
and Extraordinary Shareholders’ Meeting on May 20, 2015 may not exceed €14 million.

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6 Information on the Company and the capital
Share capital and voting rights

Date of the Ordinary

and Extraordinary
Nature of the authorization granted Shareholders’ Meeting Duration and expiration Maximum nominal Use at
to the Board of Directors (OESM) of the authorization amount Dec. 31, 2016
Grant of stock subscription or purchase OESM May 17, 2016 26 months, i.e., 1.5% of the share Authorization partially
options to employees and/or Executive (14th resolution) until July 16, 2018 capital(c) used in June 2016 to
Corporate Officers of the Group grant 1,312,400 options.
Overall ceiling used:
2,444,050 shares
Grant of existing or new ordinary shares OESM May 17, 2016 26 months, i.e., 1% of the share Authorization partially
of the Company, free of charge, (15th resolution) until July 16, 2018 capital(c) used in June 2016 to
to employees and/or Executive Corporate grant 1,131,650 shares.
Officers of the Group Overall ceiling used:
2,444,050 shares
Share buyback OSM May 17, 2016 18 months i.e., Maximum unit price Extension of the liquidity
(12th resolution) until November 16, per share: €40 agreement implemented
2017 10% of the share in February 2008 and
capital(d) buyback of 2,360,000
shares
Reduction in the share capital by OESM May 20, 2015 24 months, i.e., 10% of the share Authorization used in
canceling all or a portion of the Company (13th resolution) until May 19, 2017 capital December 2015 and
shares acquired under any share buyback 2016 to cancel
program 664,400 treasury shares
acquired under the share
buyback program.
(c) The number of shares that may be granted pursuant to the 14th and 15th resolutions adopted at the Shareholders’ Meeting on May 17, 2016 may not exceed 1.5%
of the share capital (the 1% threshold set forth in the 15th resolution is included in the overall limit of 1.5%).
(d) The maximum amount allocated to the share buyback program amounts to €1,768,000,000 corresponding to a maximum of 44,200,000 shares purchased on
the basis of a maximum unit price of €40 (excluding transaction costs) and on the number of shares comprising the Company’s share capital at December 31, 2016.

6.6.2 Securities not representing capital

At December 31, 2016, the Company had not issued any securities that do not represent capital.

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 Information on the Company and the capital
Share capital and voting rights 6
6.6.3 Acquisition of treasury shares
The following paragraphs cite the information to be provided in accordance with article L. 225-211 of the French Commercial Code (Code
de commerce) and describe, in accordance with the provisions of article 241-3 of the General Regulation of the Autorité des marchés
financiers (AMF), the share buyback program submitted for approval to the Annual Shareholders’ Meeting to be held on May 16, 2017.

Transfer and buyback of treasury shares during 2016

During 2016, the Company maintained the liquidity agreement In 2016, the Company remitted 1,370,115 shares to beneficiaries
entrusted to Exane BNP Paribas on February 8, 2008, under which of the performance share and stock purchase option plans. These
4,979,356 shares were purchased at an average price of €18.74 shares were granted out of the Company’s treasury shares.
and 4,981,943 shares were sold at an average price of €18.76. At
At December 31, 2016, the Company held a total of 5,271,033
December 31, 2016, there were 192,413 shares held under the
treasury shares representing approximately 1% of its share
liquidity agreement and the available balance stood at
capital, with a carrying amount of €102,418,379 and a par value
€4,649,666.
of €632,523.96.
In addition, the Company bought back a total of 2,360,000 shares
Of these 5,271,033 shares held by the Company at December 31,
between January 1 2016 and December 31, 2016 at a weighted
2016, 192,413 shares are allocated to the liquidity agreement,
average price of €18.71. The share buybacks resulted in
4,528,408 shares are allocated to stock option plans or other
transaction fees of €35,322.96. Of the 2,360,000 shares bought
share awards and the rest, i.e., 550,212 shares, are earmarked for
back, 1,920,000 shares were allocated to cover performance
cancellation.
share and stock purchase option plans and 440,000 shares were
earmarked for cancellation.

New share buyback program to be submitted to the Annual Shareholders’ Meeting to be held
to approve the financial statements for the year ended December 31, 2016
A new share buyback program will be submitted for approval to ● to hold and subsequently remit shares (for exchange, payment
the next Annual Shareholders’ Meeting of May 16, 2017. or other) as part of acquisitions, mergers, spin-offs or
contributions, it being understood that in such a case, the
In accordance with the provisions of articles L. 225-209 et seq. of
bought back shares may not at any time exceed 5% of the
the French Commercial Code, Regulation (EU) No. 596/2014 of
share capital of the Company, this percentage being applied to
the European Parliament and of the Council dated April 16, 2014,
a share capital figure adjusted to reflect any transactions that
and with the General Regulation, instructions and communications
take place after this Shareholders’ Meeting that affect total
of the AMF, among others, the objectives of this program, subject
capital; and/or
to approval by the Annual Shareholders’ Meeting to be held on
May 16, 2017, are: ● to cancel all or a portion of the bought back shares, subject to
the approval of the twenty-fifth resolution by said
● to ensure the liquidity of and make a market in Bureau Veritas
Shareholders’ Meeting; and/or
shares via an investment services provider acting independently
and on behalf of the Company without being influenced by the ● to implement any market practice that is or may be allowed by
Company, under a liquidity agreement that complies with a the market authorities; and/or
Code of Ethics recognized by the AMF, or any other applicable
● to carry out transactions for any other purpose that is or may
law or regulation; and/or
be authorized by the laws or the regulations in force. In such a
to implement any Company stock option plan under the case, the Company shall inform the shareholders by way of a
6
●
provisions of articles L. 225-177 et seq. of the French press release or any other form of communication required by
Commercial Code or any similar plan, any share grant or the regulations in force.
transfer to employees as part of a profit-share plan or any
Purchases of Company’s shares may relate to a number of shares,
company or group savings plan (or similar scheme) in
such that:
accordance with the provisions of the law and particularly
articles L. 3332-1 et seq. of the French Labor Code (Code de ● the number of shares bought back by the Company during the
travail), and any free share grants under the provisions of share buyback program would not exceed 10% of the shares
articles L. 225-197-1 et seq. of the French Commercial Code, comprising the share capital of the Company, this percentage
and to carry out any hedging to cover these transactions under being applied to a share capital figure adjusted to reflect
applicable legal and regulatory conditions; and/or transactions following the Annual Shareholders’ Meeting to be
held on May 16, 2017, i.e., for information purposes, a number
● to remit shares in the event of the issue or the exercise of the
of shares not exceeding 44,200,000; and
rights attached to securities giving immediate and/or future
access to the share capital of the Company by repayment, ● the number of shares that the Company may hold at any given
conversion, exchange, presentation of a warrant or in any other time would not exceed 10% of the shares constituting the
manner; and/or share capital of the Company.

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6 Information on the Company and the capital
Share capital and voting rights

The Board of Directors may not, without the prior authorization of The maximum amount allocated to implement the share buyback
the Shareholders’ Meeting, implement this share buyback program program would amount to €1,768,000,000 (excluding transaction
in the event that a third party makes a public offer to purchase the costs).
shares in the Company and until the expiration of such offer.
This new authorization would be granted for a period of
The maximum unit purchase price under this share buyback 18 months as from the decision of the Shareholders’ Meeting
program would be €40 (excluding transaction costs), subject to convened on May 16, 2017, i.e., until November 15, 2018, and
adjustments within the scope of changes to the share capital. would render ineffective the unused portion of the authorization
granted by the Shareholders’ Meeting on May 17, 2016.

6.6.4 Other securities giving access to the share capital

of the Company
The Company issued stock options, the main terms and conditions Corporate Officers, Directors and certain employees of this
of which are set out in section 3.4 – Interests of Corporate Officers, Registration document, as well as in Note 23 to the
Directors and certain employees of this Registration document. 2016 consolidated financial statements in section 5.1 of this
Registration document.
The Company also granted performance shares, the main terms
and conditions of which are set out in section 3.4 – Interests of

6.6.5 Conditions governing vesting rights or any obligations

attached to capital subscribed but not fully paid up
None.

6.6.6 Pledges
To the Company’s knowledge, at December 31, 2016, 1,109,504 As indicated in Note 33 to the 2016 consolidated financial
shares in the Company, held by individuals, were pledged (i.e., statements in section 5.1 of this Registration document, the
around 0.25% of the number of shares comprising its share Group had pledged non-current financial assets for a carrying
capital). amount of €4.4 million at December 31, 2016.

6.6.7 Changes in the share capital

The table below shows changes in the Company’s share capital during the past five years.

  2016 2015 2014 2013 2012

Capital at beginning of year
In euros 53,040,000 53,163,924 53,045,040 13,259,836 13,263,154
In shares 442,000,000 443,032,700 442,042,000 441,994,544(a) 110,526,286
Number of canceled shares during the year 149,600 1,547,500 - 766,924 623,660
Number of shares issued during the year 149,600 514,800 990,700 814,380(a) 596,010
By free allocation of shares - - - - -
By exercise of stock subscription options 149,600 514,800 990,700 814,380(a) 596,010
Capital at end of year
In euros 53,040,000 53,040,000 53,163,924 53,045,040(b) 13,259,836
In shares 442,000,000 442,000,000 443,032,700 442,042,000 110,498,636
(a) It should be noted that the above data were restated to take account of the 4-to-1 split in the par value of the Company’s shares that took place on June 21, 2013.
(b) Before the 4-to-1 share split, the share capital was increased by €39.8 million by the incorporation of sums deducted from the issue premium account.
Share capital as recorded by the Board of Directors at its meeting on March 5, 2014 (excluding options exercised after January 1, 2014).

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 Information on the Company and the capital
Ownership structure 6
6.7 Ownership structure
6.7.1 Group ownership structure
Simplified ownership structure at December 31, 2016

Wendel group Executive Committee Employees(a) Free float

40.71% 0.71% 1.29% 56.10%

BUREAU VERITAS Bureau Veritas treasury shares

1.19%

(a) Including direct holdings of registered shares.

Major direct and indirect shareholders

With more than €10 billion in managed assets, Wendel is one of Wendel is listed on Euronext Paris (Eurolist). Its Registration
Europe’s leading listed investment firms. document can be viewed on the AMF website ([Link])
and downloaded from Wendel’s website ([Link]).
Wendel invests in market-leading companies in Europe, North
America, Africa and Southeast Asia. It is an active industrial Wendel is 36.9%-owned by Wendel-Participations, a company
shareholder in Bureau Veritas, Saint-Gobain, Cromology, Stahl, grouping together the interests of more than 1,000 members of
IHS, Constantia Flexibles and Allied Universal. It implements the Wendel family.
long-term development strategies aimed at boosting the
The Wendel group is the major shareholder of Bureau Veritas,
companies’ growth and profitability in order to enhance their
holding 40.7% of its share capital and 56.5% of its theoretical
leading market positions. Through Oranje-Nassau Développement,
voting rights at December 31, 2016.
which provides investment opportunities for growth,
diversification or innovation, Wendel also has holdings in exceet in In accordance with article 28 of the Company’s by-laws, a double
Germany, Mecatherm in France, Nippon Oil Pump in Japan, Saham voting right was granted in respect of shares held by Wendel
group, SGI Africa, Tsebo in Africa and CSP Technologies in the registered in nominative form for more than two years.
United States.

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6 Information on the Company and the capital
Ownership structure

Breakdown of share capital and exercisable voting rights

At At At
At February 28, 2017 December 31, 2016 December 31, 2015 December 31, 2014
% of shares % of voting % of shares % of voting % of shares % of voting % of shares % of voting
Shareholders held rights held rights held rights held rights
Wendel group(a) 40.71% 57.04% 40.71% 56.96% 40.08% 56.50% 50.83% 66.71%
Free float(b) 56.94% 41.59% 56.05% 41.64% 57.79% 42.00% 46.86% 31.87%
FCP BV Next 0.33% 0.46% 0.33% 0.47% 0.36% 0.50% 0.39% 0.51%
(c)
Executive officers 0.70% 0.91% 0.71% 0.93% 0.77% 1.00% 0.72% 0.91%
Treasury shares 1.33% - 1.19% - 1.00% - 1.20% -
TOTAL 100% 100% 100% 100% 100% 100% 100% 100%
(a) There is no material difference between the theoretical voting rights (including treasury shares) and the exercisable voting rights (excluding treasury shares).
The Wendel group held 56.49% of the theoretical voting rights at December 31, 2016.
(b) Calculated by deduction.
(c) Members of the Executive Committee of Bureau Veritas at December 31, 2016.

Share ownership thresholds Nevertheless, the double-voting right will not be lost, and the
holding period will be deemed to have continued, in the event of
To the best of the Company’s knowledge, aside from the core transfer from registered to bearer form as a result of inheritance,
shareholder Wendel, one other shareholder owns more than 5% of sharing of assets jointly held between spouses, or in vivo
the Company’s capital or voting rights at March 21, 2017. donations from a spouse or from immediate family members.
By a letter received on February 13, 2017, Harris Associates LP At December 31, 2016, 190,201,432 shares held double-voting
(111 S. Wacker Drive, Suite 4600, Chicago, IL 60606, United rights out of the 442,000,000 shares comprising the share capital.
States), acting on behalf of the investment funds and clients
whose assets it manages, declared that it had exceeded the 7%
voting rights threshold of Bureau Veritas and that it held, on behalf Control of the Company
of the above-mentioned investment funds and clients, At December 31, 2016, the Company was controlled indirectly by
31,000,685 shares of Bureau Veritas representing 7.01% of the Wendel, which held 40.7% of the share capital and 56.49% of the
Company’s capital and 7.02% of its voting rights. This resulted theoretical voting rights.
from the acquisition of Bureau Veritas shares by way of market
purchases. Bureau Veritas has implemented measures in order to avoid
abusive control of the Company.
Moreover, in accordance with the Company’s by-laws, during the
2016 financial year: The Board of Directors thus ensures that independent members
are on the Board. These independent members are selected
● an institutional investor informed the Company that its interest among individuals who are independent and without connection
had gone below the 3% threshold of the share capital of the to the Company as defined in the Board of Directors’ Internal
Company ; Regulations. As of the date of this Registration document, seven
● an institutional investor informed the Company that its interest out of the thirteen Directors are classified as independent: Patrick
had exceeded the 2% threshold of the share capital of the Buffet, Aldo Cardoso, Nicoletta Giadrossi, Ieda Gomes Yell, Pierre
Company ; Hessler, Pascal Lebard and Siân Herbert-Jones. The independent
members of the Board of Directors are presented in section 3.1 –
● an institutional investor informed the Company that its interest Corporate Officers and members of the Executive Committee of
had gone below the 2% threshold of the share capital of the this Registration document.
Company.
In addition, the Company ensures that the Board of Directors
maintains independent members in its specialized committees
Shareholder voting rights (see section 3.2.2 Composition of the Board of Directors and
Pursuant to the Company’s by-laws as amended by the conditions governing the preparation and organization of the
Shareholders’ Meeting of June 18, 2007 and which came into Board’s work of this Registration document). The Audit & Risk
force on October 23, 2007, double-voting rights are granted to all Committee thus has two of the seven independent members of
fully paid-up shares that are held in registered form for a period of the Board, one of whom is the Committee’s Chairman. All the
at least two years. members of the Nomination & Compensation Committee are
independent.
This double-voting right is deemed to be terminated for any share
converted into a bearer share or subject to a transfer of
ownership.

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 Information on the Company and the capital
Stock market information 6
6.7.2 Agreements that may lead to a change in control
None.

6.8 Stock market information

6.8.1 The Bureau Veritas share
Listing market Euronext Paris, compartment A, eligible for SRD
Initial public offering (IPO) 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 Next 20
SBF 120
CAC Large 60
DJ STOXX 600, DJ STOXX 600 Industrial Goods and Services Index
Euro STOXX 600
MSCI Standard
Codes ISIN: FR 0006174348
Ticker symbol: BVI
Reuters: BVI. PA
Bloomberg: BVI-FP
Number of outstanding shares at December 31, 2016 442,000,000
Number of exercisable voting rights at December 31, 2016 626,930,399
Stock market capitalization at December 31, 2016 €8,137 million

6.8.2 Dividend policy

The Group has set the objective of paying an annual dividend representing around 50% of its adjusted attributable net profit for the year.
This objective does not, however, represent a commitment on the Group’s part, as future dividends will depend on its results and financial
position.

In respect of
6
(in €) 2016(a) 2015 2014
Dividend per share 0.55 0.51 0.48
(a) To be proposed to the Shareholders’ Meeting of May 16, 2017.

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6 Information on the Company and the capital
Stock market information

6.8.3 Share trends

At March 21 2017, the Bureau Veritas share price was €18.6, On average, 750,000 shares were traded on Euronext Paris each
representing a 1.1% increase compared to January 1, 2016 day in 2016, representing an average daily trading value of close
(€18.4). to €14 million.
The Bureau Veritas share price has doubled since its IPO on
October 24, 2007 (€9.44).

(in euros)
24

22

20

18

16

14

12
Jan. 16 Feb. 16 Mar. 16 Apr. 16 May 16 June 16 July 16 Aug. 16 Sept. 16 Oct. 16 Nov. 16 Dec. 16 Jan. 16 Feb. 16 Mar. 17

Monthly trading in 2016

Adjusted highs and lows (in euros)

Value
Period Trading volume (€ millions) High Low
January 2016 17,711,395 309.21 18.270 16.985
February 2016 23,171,937 399.15 18.925 15.870
March 2016 14,153,963 267.33 19.735 18.100
April 2016 14,682,248 299.70 21.045 19.300
May 2016 14,647,433 289.14 20.910 18.500
June 2016 19,739,054 377.97 19.955 17.895
July 2016 14,111,399 269.32 20.100 18.315
August 2016 10,254,914 199.33 20.020 18.940
September 2016 10,207,771 196.41 19.925 18.775
October 2016 18,818,154 340.33 19.520 17.210
November 2016 20,410,610 350.27 17.855 16.625
December 2016 14,981,839 270.16 18.560 17.180
Source : NYSE Euronext.

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 Information on the Company and the capital
Documents on display 6
6.8.4 Shareholder information
Bureau Veritas is committed to making regular disclosures on its During 2016, the management of Bureau Veritas and the investor
business activities, strategy and outlook to its individual and relations team met with over 400 analysts and investors primarily
institutional shareholders and, more broadly, to the financial during roadshows, meetings and conferences in France, the United
community. Kingdom, the United States, Canada, Germany, Switzerland,
Belgium and Scandinavia.

2017 financial calendar Contacts

April 27, 2017 Analyst/Investor information
First-quarter 2017 information Laurent Brunelle/Mark Reinhard
May 16, 2017 [Link]@[Link]
Annual Shareholders’ Meeting Bureau Veritas
July 28, 2017 Address: Immeuble Newtime – 40/52, boulevard du Parc –
First-half 2017 results 92200 Neuilly-sur-Seine – France
October 25, 2017 Tel.: +33 (0) 1 55 24 70 00
Third-quarter 2017 information
Second semester 2017
Investors’ Day

6.9 Documents on display

All Group publications (press releases, annual reports, annual and half-year presentations, etc.) and regulatory information are available
upon request or at: [Link] Users may sign up for email news alerts and download all Group publications since its
IPO, the list of analysts who cover the Bureau Veritas share and real-time share prices.
In accordance with European Regulation No. 809/2004, the following documents may be consulted at the Company’s registered office or
obtained on request by email:
● the by-laws of Bureau Veritas SA;
● all reports, letters and other documents, historical financial information, assessments and declarations made by external consultants, a
part of which is included or mentioned in this Registration document;

6
● the historical financial information of Bureau Veritas and its subsidiaries for each of the two financial years preceding the publication of
this Registration document.
Moreover, in accordance with AMF recommendation No. 2012-05 (amended February 11, 2015), the Company’s updated by-laws may also
be viewed at the website: [Link]

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6 Information on the Company and the capital
Related-party transactions

6.10 Related-party transactions

6.10.1 Principal related-party transactions

A detailed description of the intra-group contracts and other related-party transactions is set out in section 6.4 – Intra-group contracts in
this chapter and in Note 35 to the 2016 consolidated financial statements presented in section 5.1 of this Registration document.

6.10.2 Statutory Auditors’ special report on related-party

agreements and commitments
Annual General Meeting for the approval of the financial statements for the year ended December 31, 2016
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 should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in
France.
To the Shareholders,
In our capacity as Statutory Auditors of Bureau Veritas, we hereby report to you on related-party agreements and commitments.
It is our responsibility to report to shareholders, based on the information provided to us, on the main terms and conditions of, and the
reasons for, the agreements and commitments that have been disclosed to us or that we may have identified as part of our engagement,
without commenting on their relevance or substance or identifying any undisclosed agreements or commitments. Under the provisions of
Article R.225-31 of the French Commercial Code (Code de commerce), it is the responsibility of the shareholders to determine whether the
agreements and commitments are appropriate and should be approved.
Where applicable, it is also our responsibility to provide shareholders with the information required by Article R.225-31 of the French
Commercial Code in relation to the implementation during the year of agreements and commitments already approved by the Annual
General Meeting.
We performed the procedures that we deemed necessary in accordance with professional standards applicable in France to such
engagements. These procedures consisted in verifying that the information given to us is consistent with the underlying documents.

Agreements and commitments submitted for approval of the Shareholders’ Meeting

Agreements approved during the year
We were not informed of any agreements or commitments entered into during the year to be submitted for approval at the Annual General
Meeting pursuant to Article L.225-38 of the French Commercial Code.

Agreements approved after the year end

We were informed of the following agreements and commitments, which were authorized since the year end and given prior approval by
the Board of Directors.

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 Information on the Company and the capital
Related-party transactions 6
Person concerned: Didier Michaud-Daniel, Chief Executive Officer of Bureau Veritas SA

Nature and purpose

Specific termination benefit payable in favor of Didier Michaud-Daniel, Chief Executive Officer of Bureau Veritas SA.
The Board of Directors, at its meeting of March 8, 2017, authorized a specific termination benefit payable by Bureau Veritas SA in favor of
Didier Michaud-Daniel. This commitment replaces the previous commitment authorized by the Board of Directors at its meeting of
February 22, 2012.

Terms and conditions

The benefit shall not exceed a maximum amount equal to the fixed compensation received by Didier Michaud-Daniel in the twelve (12)
calendar months preceding the termination of his term of office, to which the most recent variable compensation payment will be added
(the "Target Amount"). In accordance with the provisions of Article L.225-42-1 of the French Commercial Code, the Board of Directors has
included a performance condition to the payment of the benefit, which is linked to the target margin of your Company (the "Margin") in each
of the two financial years preceding Didier Michaud-Daniel’s departure. The Margin is calculated as the ratio of the Company’s revenue of
adjusted operating profit to revenue, before tax. In respect of each of the two financial years pertaining to the performance condition,
Didier Michaud-Daniel is entitled to a benefit that could reach a maximum of half the Target Amount, calculated as follows:
● if the Margin for the financial year is equal to or below 15%, no benefit will be paid in respect of that year;
● if the Margin for the financial year is equal to or above 16%, a benefit equal to half the Target Amount will be awarded in respect of that
year;
● if the Margin for the financial year is between 15% and 16%, the benefit in respect of that year will be equal to a percentage (between
0% and 100%, calculated by linear interpolation applied to half of the Target Amount).
The total benefit awarded will be equal to the sum of the benefits calculated in respect of each of the two financial years preceding
Didier Michaud-Daniel’s departure.
The Board of Directors must recognize that the performance condition has been met before any benefit is awarded.
The Board of Directors decided that the initial reasons, which motived its decision of February 22, 2012 to award the specific termination
benefit to Didier Michaud-Daniel, effective as from March 1, 2012, i.e., retaining and offering incentive to the Chief Executive Officer in line
with the Company’s targets and its interests, as well as market practices, remained valid.

Agreements and commitments already approved by the Annual General Meeting

We were not informed of any agreement or commitment that had already been approved by the Annual General Meeting that remained in
force during the year ended December 31, 2016.

Neuilly-sur-Seine and Paris-La Défense, March 16, 2017

The Statutory Auditors

PricewaterhouseCoopers Audit ERNST & YOUNG Audit

Christine Bouvry Nour-Eddine Zanouda

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Articles of incorporation and by-laws

6.11 Articles of incorporation and by-laws

This section contains a summary of the main provisions of the by-laws. A copy of the by-laws may be obtained from the Company’s website.

Corporate purpose (article 3 of the by-laws)

The Company has the following corporate purpose, which it may Except in the case of incompatibility with prevailing legislation, the
carry out in any country: Company may carry out all studies and research and accept
expert appraisal or arbitration commissions in the fields related to
● classification, inspection, expert appraisal, as well as
its business.
supervision of the construction and repair of vessels and
aircrafts of all types and nationalities; The Company can publish any document, notably sea and air
regulations and registers, and can engage in any training activities
● inspections, audits, assessments, diagnoses, expert appraisals,
related to the aforementioned activities.
measurements, analyses relative to the function, compliance,
quality, hygiene, safety, environmental protection, production, More generally, the Company carries out any activity that may,
performance and value of all materials, products, goods, directly or indirectly, in whole or in part, relate to its corporate
equipment, structures, facilities, factories or organizations; purpose or further achievement of that purpose. In particular, this
includes any industrial, commercial or financial transactions, any
● all services, studies, methods, programs, technical assistance,
transaction related to real or movable property; the creation of
consulting in the fields of industry, of sea, land or air transport,
subsidiaries, and acquisitions of financial, technical or other interests
services and national or international trade; and
in companies, associations or organizations whose purpose is
● inspection of real estate property and civil engineering related, in whole or in part, to the Company’s corporate purpose.
structures.
Finally, the Company can carry out all transactions with a view to
the direct or indirect use of the assets and rights owned by it,
including the investment of corporate funds.

Administration and general management

(articles 14 to 21 of the by-laws)
A description of the functioning of the Company’s Board of Directors is provided in Chapter 3 – Corporate Governance of this Registration
document.

Rights preferences and restrictions attached to shares

(articles 8, 9 and 11 to 13 of the by-laws)
Payment for shares Transfer and transmission of shares
Shares subscribed in cash are issued and paid up according to the Shares are freely negotiable, unless legislative or regulatory
terms and conditions provided for by law. provisions provide otherwise. Shares are transferred via
account-to-account transfer in accordance with the terms and
conditions provided for by law.
Form of shares
The shares of the Company are registered or bearer shares, Shareholders’ rights and obligations
according to the shareholder’s preference, save and except when
legislative or regulatory provisions require, in certain cases, the Each share grants the right, via ownership of corporate capital and
registered form. profit sharing, to a share proportional to the portion of capital that
it represents.
The shares of the Company shall be recorded in a register, in
compliance with the terms and conditions provided for by law. In addition, it grants the right to vote in and be represented at
Shareholders’ Meetings, in accordance with legal and statutory
requirements.

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Shareholders are liable for corporate liability only up to the limit of Indivisibility of shares – bare ownership –
their contributions.
usufruct
The rights and obligations follow the share regardless of who
holds the share. The shares are indivisible with regard to the Company.
Ownership of a share automatically implies compliance with the Joint owners of joint shares are required to be represented before
by-laws and decisions made at the Shareholders’ Meetings. the Company by one chosen from amongst them or by a sole
authorized agent. Should the joint owners fail to agree on the
Whenever ownership of several shares is required to exercise a
choice of that sole agent, the agent will be assigned by the
right, in the case of exchange, consolidation or allotment of
presiding judge of the French Commercial Court (Tribunal de
shares, or as a result of a capital increase or reduction, merger or
Commerce), ruling in interlocutory proceedings at the request of
other corporate transaction, the owners of single shares, or a
the most diligent joint owner.
number of shares falling below the required minimum, may not
exercise these rights unless they personally group together, or, The voting right attached to the share belongs to the beneficial
where appropriate, purchase or sell the shares as necessary. owner at Ordinary Shareholders’ Meetings and to the bare owner
at Extraordinary Shareholders’ Meetings.

Modification of shareholders’ rights

Changes in shareholders’ rights are subject to legal requirements, as the by-laws do not provide specific guidelines.

Shareholders’ Meetings (articles 23 to 30 of the by-laws)

The joint decisions of the shareholders are taken at the The right to attend Shareholders’ Meetings is subject to shares
Shareholders’ Meetings, which may be qualified as ordinary, having been registered two (2) business days prior to the
extraordinary or special according to the nature of the decisions for Shareholders’ Meeting at midnight (Paris time) in either the
which they are convened. registered shares accounts kept by the Company or the bearer
accounts held by the financial intermediary. In the case of shares
Every Shareholders’ Meeting duly held represents all shareholders.
in bearer form, registration of the shares shall be recognized by a
The deliberations of Shareholders’ Meetings are binding on all participation certificate issued by the financial intermediary.
shareholders, even those absent, dissenting or under disability.
Shareholders may be represented by any legal entity or individual
of their choice in accordance with the conditions provided for by
the legal provisions and regulations in force.
Convening of Shareholders’ Meetings Any shareholder who wishes to vote by post or proxy must, at
(article 24 of the by-laws) least three (3) days prior to the date of the Shareholders’ Meeting,
submit a proxy, a vote-by-post form, or a single document in lieu
Shareholders’ Meetings shall be convened within the terms and thereof to the registered office or any other location indicated on
conditions set forth by law. the notice of meeting. The Board of Directors may, for any
Shareholders’ Meeting, reduce this period by a general decision for
Shareholders’ Meetings shall be held at the registered office or at
all shareholders.
any other location (including locations outside the departement of
the registered office) indicated in the notice of meeting. Furthermore, shareholders who do not wish to participate in the
Shareholders’ Meeting in person may also notify the appointment
or removal of a proxy by electronic means in accordance with the
provisions in force and the conditions set out on the notice of
6
Agenda (article 25 of the by-laws) meeting.
The agenda for the Shareholders’ Meeting shall be drawn up by In addition, by decision of the Board of Directors mentioned in the
the author of the notice of meeting. notice of meeting, shareholders may, within the terms and
conditions set by the laws and regulations, vote by mail or
The Shareholders’ Meeting cannot deliberate on an issue not electronically.
included on the agenda, which cannot be amended in a second
notice of meeting. The meeting can, however, in all circumstances, If used, the electronic signature may take the form of the process
remove one or more members of the Board of Directors and proceed detailed in the first sentence of the second paragraph of
to replace them. article 1316-4 of the French Civil Code (Code civil).
If the Board of Directors decides as such at the time the meeting is
convened, shareholders may also attend the Shareholders’
Access to the meetings Meeting via videoconferencing or other telecommunication
systems through which their identity can be verified, in which case
(article 26 of the by-laws) they shall be considered present for calculation of the quorum and
majority.
Any shareholder, regardless of the number of shares held, may
attend Shareholders’ Meetings in person or via proxy, within the
terms and conditions provided for by law.

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Articles of incorporation and by-laws

Attendance sheet, board, minutes However, a double-voting right as conferred on other shares, for
the proportion of the capital they represent, is assigned to all fully
(article 27 of the by-laws) paid-up shares, registered for at least two years in the name of
the same shareholder.
An attendance sheet containing the information stipulated by law
shall be kept at each meeting. Moreover, in the event the capital is increased via incorporation of
reserves, profits or share premiums, the double-voting right shall
This attendance sheet, duly signed by the attending shareholders be conferred, upon issuance, on registered shares attributed free
and their proxies and to which shall be appended the powers of of charge to shareholders whose former shares were entitled to
attorney awarded to each proxy and, where applicable, the that right.
vote-by-post forms, shall be certified accurate by the officers of
the meeting. The double-voting right automatically ceases for any share
converted to a bearer share or subject to a transfer of ownership.
The meetings shall be chaired by the Chairman of the Board of Nevertheless, the double-voting right will not be lost, and the
Directors or, in his absence, by the Vice-Chairman of the Board of holding period will be deemed to have continued, in the event of
Directors or by a member of the Board of Directors specially transfer from registered to bearer form as a result of inheritance
appointed for this purpose. by distribution of marital community property or inter vivos gifts in
If the meeting is convened by the Statutory Auditor or Auditors, by favor of a spouse or relatives entitled to inherit. The same holds
a legal proxy or by liquidators, the meeting shall be chaired by the true where shares with double-voting rights are transferred as a
author of the notice of meeting. result of a merger or division of a corporate shareholder. The
merger or spin off of the Company has no effect on the
In all cases, if the person authorized or appointed to chair the double-voting right which may be exercised within the beneficiary
meeting is absent, the Shareholders’ Meeting shall elect its company or companies, if the right is established in their by-laws.
Chairman.
Voting takes place and votes are cast, depending on what the
The duty of scrutineer shall be performed by the two meeting officers decide, by a show of hands, electronically or by
shareholders, attending and accepting the duty in their own name any means of telecommunication enabling the shareholders to be
or represented by their proxies, with the largest number of shares. identified under the regulatory conditions in force.
The officers’ board thus formed shall appoint a secretary, who
may not be a shareholder.
The members of the officers’ board have the duty of checking, Ordinary Shareholders’ Meeting
certifying and signing the attendance sheet, ensuring that the (article 29 of the by-laws)
discussions proceed properly, settling incidents during the
meeting, checking the votes cast and ensuring they are in order, The Ordinary Shareholders’ Meeting is called upon to take any
and ensuring that the minutes are drawn up and signing them. decisions that do not amend the Company by-laws.
Minutes are drawn up and copies or extracts of the proceedings It shall be held at least once a year, within the applicable legal and
are issued and certified in accordance with the law. regulatory time periods, to deliberate on the parent company
financial statements and, where applicable, on the consolidated
financial statements for the preceding accounting period.
Quorum, voting, number of votes The Ordinary Shareholders’ Meeting, deliberating in accordance
(article 28 of the by-laws) with the terms pertaining to quorum and majority as set forth in
the governing provisions, exercises the powers granted it by law.
At Ordinary and Extraordinary Meetings, the quorum shall be
calculated on the basis of all the shares making up the share
capital, minus any shares that have had their voting rights Extraordinary Shareholders’ Meeting
suspended by virtue of legal provisions.
(article 30 of the by-laws)
When voting by mail, only forms received by the Company before
the meeting is held, within the terms and conditions set by the law Only the Extraordinary Shareholders’ Meeting is authorized to
and the by-laws, shall be taken into consideration for calculating amend the Company by-laws in all their provisions. It may not,
the quorum. however, increase the commitments of shareholders, excepting
At Ordinary and Extraordinary Meetings, shareholders are entitled transactions resulting from an exchange or consolidation of
to the same number of votes as the number of shares they hold, shares, duly decided and performed.
with no limitation. The Extraordinary Shareholders’ Meeting, deliberating in
accordance with the terms pertaining to quorum and majority set
forth in the provisions that govern it, exercises the powers granted
it by law.

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Shareholders’ right to information (article 31 of the by-laws)
All shareholders have the right to access the documents they require to be able to give their opinion with full knowledge of the facts and to
make an informed judgment on the management and operation of the Company.
The nature of these documents and the conditions for sending them or making them available are determined by law.

Provisions of the by-laws which have an impact in the event

of a change in control
No provision in the by-laws could, to the knowledge of the Company, have the effect of delaying, postponing or preventing a change in
control of the Company.

Shareholder identification and thresholds

(articles 10 and 11.2 of the by-laws)
Shareholder identification voting rights disclose to the Company the identities of individuals
who directly or indirectly own more than one third of that legal
(article 10 of the by-laws) entity’s capital or voting rights.
The Company shall remain informed of the make-up of its shares’ In the event of non-compliance with the aforementioned
ownership, in accordance with the terms and conditions provided requirements, the shares or securities conferring immediate or
for by law. future access to capital and for which these individuals have been
recorded in the register shall be stripped of their voting rights for
As such, the Company can make use of all legal provisions any subsequent Shareholders’ Meeting, and until such time as this
available for identifying the holders of shares that confer identification requirement has been fulfilled, to which date
immediate or future voting rights in its Shareholders’ Meetings. payment of the corresponding dividend will also be deferred.
Thus, the Company reserves the right, at any time and in Moreover, in the event the registered individual knowingly
accordance with the legal and regulatory terms and conditions in disregards these obligations, the court of competent jurisdiction
force and at its own cost, to request from the central depository given the location of the Company’s registered offices may, if
responsible for keeping an account of the issuance of its petitioned by the Company or one or more of its shareholders
securities, information concerning the holders of securities holding at least 5% of the Company’s capital, order total or partial
conferring the immediate or future right to vote in the Company’s suspension, for a period not to exceed five years, of the voting
Shareholders’ Meetings, as well as the number of securities held rights attached to the shares for which the Company had
by each shareholder and, where applicable, any restrictions that requested information, as well as suspension, for the same period
can be imposed on such securities. of time, of the right to payment of the corresponding dividend.
Having followed the procedure described in the preceding
paragraph and in view of the list provided by the central
depository, the Company can also request, either through the Thresholds
central depository or directly, that individuals on the list whom the
Company believes may be registered as agents for third parties
provide information about the owners of the securities referred to
(article 11.2 of the by-laws) 6
in the preceding paragraph. These individuals are required, when In addition to the legal obligation to notify the Company when
acting as intermediaries, to disclose the identity of the holders of legal thresholds have been crossed, any individual or legal entity,
these securities. whether acting alone or jointly, that comes to own, either directly
or indirectly as defined by law (and particularly article L. 233-9 of
If the securities are in registered form, the intermediary registered French Commercial Code), a number of shares equivalent to a
in accordance with the terms and conditions set forth by law is fraction of the share capital or voting rights in excess of 2% must
required to disclose the identity of the holders of these securities inform the Company of the number of shares and voting rights it
as well as the number of securities held by each individual, upon owns, within five trading days of the date from which the
request from the Company or its agent, which may be presented threshold was crossed, and must do so regardless of the book
at any time. entry date, via registered mail with return receipt addressed to
For as long as the Company believes that certain shareholders the Company’s registered office or by any equivalent means for
whose identity has been disclosed are holding shares on account shareholders or security holders outside France, by specifying the
of third parties, the Company is entitled to ask those shareholders total number of equity shares and securities granting future
to disclose the identity of the holders of the securities in question, access to equity and related voting rights that it owns as of the
as well as the number of shares held by each. date on which the declaration is made. This declaration in relation
to the crossing of a threshold also indicates whether the shares or
At the close of identification procedures, and without prejudice to related voting rights are or are not held on behalf of or jointly with
legal requirements relative to the disclosure of significant equity other natural or legal entities and additionally specifies the date
ownership, the Company can ask that any legal entity holding its on which the threshold was crossed. The declaration shall be
shares and owning an interest in excess of 2.5% of the capital or

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Persons responsible

repeated for each additional 1% fraction of capital or voting rights In calculating the aforementioned thresholds, the denominator
held, without limitation, including beyond the 5% threshold. must include consideration of the total number of shares that
form the Company’s capital and that carry voting rights, including
Where they have not been duly declared under the conditions
those with their voting rights suspended, as published by the
provided above, shares exceeding the fraction that should have
Company in accordance with the law (the Company being
been declared are deprived of voting rights in Shareholders’
required to specify, in its publications, the total number of said
Meetings from the moment one or more shareholders in
shares carrying voting rights and the number of shares that have
possession of at least 5% of the Company’s capital or voting rights
their voting rights suspended).
make such a request, duly recorded in the minutes of the
Shareholders’ Meeting. The suspension of voting rights shall apply
to all Shareholders’ Meetings taking place up until expiration of a
period of two years from the date on which the reporting Changes to share capital
requirement is fulfilled. (article 7 of the by-laws)
Any shareholder whose share in the capital and/or voting rights in
the Company falls below any of the aforementioned thresholds is The share capital can be increased or decreased by any method or
also required to notify the Company as such, within the same means authorized by law. The Extraordinary Shareholders’
period of time and in the same manner, no matter the reason. Meeting can also decide to proceed with a division of the par value
of the shares or with their consolidation.

6.12 Persons responsible

Person responsible for the Registration document

Didier Michaud-Daniel, Chief Executive Officer of Bureau Veritas

Declaration by the person responsible for the Registration document

I hereby certify, after taking all reasonable measures to ensure financial position of the Company and the companies within its
that such is the case, that the information contained in the French scope of consolidation, as well as a description of the main risks
language Registration document is, to my knowledge, consistent and uncertainties they face.
with reality and does not include any omission which could affect
I have received from the Statutory Auditors a letter stating that
its import.
their work has been completed, in which they indicate that they
I certify that, to the best of my knowledge, the financial have verified the information concerning the financial position and
statements have been prepared in accordance with the applicable the financial statements presented in this document, and have
accounting standards and give a true and fair view of the assets read the entire document.
and liabilities, financial position and profits and losses of the
March 24, 2017
Company and of the companies within its scope of consolidation,
and that the information from the management report listed in Didier Michaud-Daniel
section 6.14.2 of this Registration document presents a fair
overview of the business developments, profits and losses and Chief Executive Officer of Bureau Veritas

Person responsible for the financial information

Nicolas Tissot
Chief Financial Officer of Bureau Veritas
Address: Immeuble Newtime – 40/52, boulevard du Parc
92200 Neuilly-sur-Seine – France
Tel.: +33 1 55 24 76 30
Fax: +33 1 55 24 70 32

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Statutory Auditors 6
6.13 Statutory Auditors

6.13.1 Principal Statutory Auditors

PricewaterhouseCoopers Audit Ernst & Young Audit
Represented by Christine Bouvry Represented by Nour-Eddine Zanouda
63, rue de Villiers 1-2, place des Saisons, Paris la Défense 1
92208 Neuilly-sur-Seine cedex – France 92400 Courbevoie – France
The mandate of PricewaterhouseCoopers Audit as Statutory Ernst & Young Audit was appointed as Statutory Auditor at the
Auditor was renewed at the Ordinary Shareholders’ Meeting on Ordinary Shareholders’ Meeting on May 17, 2016 for a period of
May 17, 2016, for a period of six financial years. six financial years.
PricewaterhouseCoopers Audit is a member of the Compagnie Ernst & Young Audit is a member of the Compagnie Régionale des
Régionale des Commissaires aux Comptes de Versailles. Commissaires aux Comptes de Versailles.

6.13.2 Substitute Statutory Auditors

Jean-Christophe Georghiou Auditex
63, rue de Villiers 1-2, place des Saisons, Paris la Défense 1
92208 Neuilly-sur-Seine cedex – France 92400 Courbevoie – France
Jean-Christophe Georghiou was appointed as substitute Auditex was appointed as substitute Statutory Auditor at the
Statutory Auditor at the Ordinary Shareholders’ Meeting on Ordinary Shareholders’ Meeting on May 17, 2016 for a period of
May 17, 2016 for a period of six financial years. six financial years.

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Cross-reference table

6.14 Cross-reference table

6.14.1 Cross-reference table in accordance with the Prospectus

Directive (2003/71/EC)
  Information required under Annex 1 of Regulation 809/2004 Page
1. Persons responsible
1.1. Persons responsible 266
1.2. Declaration by the person responsible for the Registration document 266
2. Statutory Auditors 267
3. Selected financial information 8
4. Risk factors 45
5. Information about the issuer
5.1. History and development of the issuer
5.1.1. Legal and commercial name of the issuer 244
5.1.2. Place of registration of the issuer and its registration number 244
5.1.3. Date of incorporation and the length of life of the issuer 244
5.1.4. Domicile and legal form of the issuer 244
5.1.5. Important events in the development of the issuer’s business 11
5.2. Investments
5.2.1. Principal investments 141
5.2.2. Principal investments that are in progress 145
5.2.3. Principal future investments 145
6. Business overview
6.1. Principal activities 24-41
6.2. Principal markets 12
6.3. Exceptional factors NA
6.4. Extent to which the issuer is dependent on patents or licenses, industrial, commercial or financial
contracts, or new manufacturing processes 43
6.5. Competitive position 15
7. Organizational structure
7.1. Description of the Group 245
7.2. List of significant subsidiaries 247
8. Property, plant and equipment
8.1. Existing or planned material tangible fixed assets 177
8.2. Environmental issues that may affect the utilization of tangible fixed assets 76
9. Operating and financial review
9.1. Financial condition 152
9.2. Operating results 135
9.2.1. Significant factors affecting income from operations 45
9.2.2. Material changes in net sales or revenues NA
9.2.3. Strategy or governmental, economic, fiscal, monetary or political factors that have substantially
influenced or could substantially influence operations 14
10. Capital resources
10.1. Information on capital resources 153
10.2. Cash flows 140
10.3. Borrowing requirements and funding structure 143

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  Information required under Annex 1 of Regulation 809/2004 Page
10.4. Restrictions on the use of capital resources 51
10.5. Anticipated sources of funds 145
11. R&D, patents and licenses 44
12. Trend information 148
13. Profit forecasts or estimates
13.1. Principal assumptions NA
13.2. Report prepared by the Statutory Auditors NA
13.3. Profit forecasts or estimates NA
14. Administrative, management and supervisory bodies and senior management
14.1. Information about the administrative and management bodies 91
14.2. Administrative, management and supervisory bodies and senior management conflicts of interests 98
15. Remuneration and benefits
15.1. Remuneration paid and benefits-in-kind granted 120
15.2. Amounts set aside or accrued to provide pension, retirement or similar benefits 120
16. Administrative, management and supervisory bodies and senior management 94-97 
16.1. Date of expiration of the current term of office of the members of the administrative, management
or supervisory bodies 94-97 
16.2. Information about members of the administrative, management or supervisory bodies’ service
contracts 126
16.3. Information about the Audit Committee and Nomination & Compensation Committee 108,109
16.4. Statement of compliance with the corporate governance regime 100,101
17. Employees
17.1. Number of employees 66
17.2. Shareholding and stock options 72, 128-132
17.3. Share ownership and options over such shares 255, 256
18. Major shareholders
18.1. Major shareholders’ names and interests 255, 256
18.2. Different voting rights 256
18.3. Control over the issuer 256
18.4. Arrangements that may result in a change of control 257
19. Related-party transactions 260
20. Financial information concerning assets and liabilities, financial position and profit and losses
20.1. Historical financial information Information
incorporated by
reference
20.2.
20.3.
Pro-forma financial information
Financial statements
174, 175
150
6
20.4. Verification of historical financial information 212, 237
20.5. Date of the latest audited financial information 12/31/2016
20.6. Interim and other financial information NA
20.7. Dividend policy 257
20.8. Legal and arbitration proceedings 53
20.9. Significant change in the financial or trading position 148
21. Additional information
21.1. Share capital
21.1.1. Amount of issued capital and number of shares 251
21.1.2. Shares not representing capital 252
21.1.3. Treasury shares 253
21.1.4. Convertible or exchangeable securities or securities with warrants 254
21.1.5. Information about and terms of any acquisition rights and or obligations over authorized
but unissued capital or an undertaking to increase capital 254

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  Information required under Annex 1 of Regulation 809/2004 Page

21.1.6. Information about any capital of any member of the Group which is under option or agreed
conditionally or unconditionally to be put under option 254
21.1.7. History of share capital 254
21.2. Articles of incorporation and by-laws 262
21.2.1. Corporate purpose 262
21.2.2. Members of the administrative, management and supervisory bodies 91-99
21.2.3. Rights, preferences and restrictions attached to shares 262, 263
21.2.4. Modification of shareholders’ rights 263
21.2.5. Conditions for calling Shareholders Meetings and admission 263
21.2.6. Provisions that could have the effect of delaying, deferring or preventing a change in control 265
21.2.7. Share ownership thresholds 265, 266
21.2.8. Provisions governing changes in capital 266
22. Material contracts 43
23. Third-party information, statements by experts and declarations of interest NA
24. Documents on display 259
25. Information on holdings 178, 202-211

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Cross-reference table 6
6.14.2 Cross-reference table for the management report pursuant to
articles L. 225-100 et seq. of the French Commercial Code

Management report Page

Activity of the Company and the Group
Group position and activity during the year 134
Activity and results of the Company, its subsidiaries and the companies it controls 135
Analysis of changes in business, results and financial position 135-145
Key financial performance indicators 8
Trends and outlook 23, 148
Significant events between the end of the reporting period and the preparation date of the management report 148, 201
Description of main risks and uncertainties 45-52
Research and development activities 44
Information on the use of financial instruments (financial risk management) 51, 164
Share trends 258
Other accounting and/or tax information
Amount of sumptuary expenses 239
Amount of dividends and other distributed revenue paid out in the last three financial years 239
Payment terms for trade payables 241
Corporate Officers
List of all positions and duties exercised by each Corporate Officer and the functions carried out during the
financial year 94-97
Information on conditions pertaining to the exercise of stock options granted to executive officers and to the
retention of shares 123, 124
Information on conditions relating to the retention of free shares granted to executive officers 123, 124
Remuneration and benefits in kind paid to each Corporate Officer during the financial year 121, 122
Capital structure
Percentage of share capital owned by employees 255-256
Ownership structure and changes during the financial year 256
Name(s) of companies controlled by the Group and percentage of share capital held 201-211, 245
Acquisition during the year of significant holdings or control of companies whose registered office is in France NA
Transactions involving Company shares carried out by executive officers, their close relatives or persons with close
links to them 127
Purchase and resale by the Company of treasury shares 253
Social and environmental information
Information on the way in which the Company mitigates the social and environmental consequences of its
6
business, as well as its commitments to sustainable development, combating discrimination and promoting
diversity 58-82
Other information
Information likely to have an impact in the event of a public offer 116
Five-year financial summary 240
Table summarizing the delegation of authorities in force in relation to capital increases and the use made of such
powers during the financial year 251-252
Report on the principles and criteria for determining, allocating and awarding components of corporate officers'
compensation during their term of office, as provided for in article L. 225-37-2 of the French Commercial Code 117-121
Chairman’s report on the Board of Directors’ work and the internal control and risk management procedures
implemented by the Company 100-116

271 Bureau Veritas - 2016 Registration Document

6 Information on the Company and the capital

Bureau Veritas - 2016 Registration Document 272

 BUREAU VERITAS
Limited company (société anonyme)

RCS Nanterre B 775 690 621

Registered office :
Immeuble Newtime
40/52 Boulevard du Parc
92200 Neuilly-sur-Seine - France
Tel.: + 33 (0)1 55 24 70 00

Websites
[Link]
[Link]

Copyright: Bureau Veritas, Shutterstock

This document is printed in France by an Imprim’Vert certified printer on PEFC certified paper produced from sustainably managed forest.
Immeuble Newtime, 40/52 Boulevard du Parc - 92 200 Neuilly-sur-Seine - France
Tél. : +33(0)1 55 24 70 00 - Fax : +33(0)1 55 24 70 01 - [Link]