2012 Annual Report

Transcription

2012 Annual Report

2012 Annual Report
2012 ANNUAL REPORT
This Registration Document was filed with the Autorité des Marchés Financiers (AMF) on January 24, 2013 in accordance with
Article 212-13 of the AMF General Regulations. It may be used in connection with a financial transaction provided that it is
accompanied by an information memorandum approved by the AMF. This document was prepared by the issuer and shall be binding
on its signatories.
This version supersedes the version filed on AMF website on January 24th, 2013. Changes made from the version filed January 24, 2013 are as
follows:
 P 26: The table has been amended to show the number of shares and the percentage of voting rights in 2012
 P 52: The amount of claims costs in 2011 and the change between 2012 and 2011 were corrected
 P 56: Table 5 on the average cost of charged wages has been fixed
 P 58: Table 8 on training has been corrected (Europe-Africa data for time / trainees in 2012)
 P 101: The rate of participation in the Audit Committee has been corrected: 100% vs 87.5%
 P 212: A sentence was cut by mistake and was completed in the 15th resolution
 P 230: The number of Business Units has been corrected: 3 instead of 4.
TABLE OF CONTENTS
1. PRESENTATION OF THE GROUP
4
1.1.
HISTORY
4
1.2.
MESSAGE FROM THE CHAIRMAN
5
1.3.
BOARD OF DIRECTORS
6
4.4.
CHAIRMAN’S REPORT ON THE COMPANY’S
INTERNAL CONTROL AND RISK MANAGEMENT
PROCEDURES
4.5.
STATUTORY
110
AUDITORS’
REPORT
ON
INTERNAL CONTROL
1.4.
SENIOR MANAGEMENT COMMITTEE
7
1.5.
2012 IN FIGURES
8
1.6.
ACTIVITY IN 2012
10
1.7.
SECURITIES MARKET
18
1.8.
CAPITAL AND OWNERSHIP STRUCTURE
21
1.9.
FINANCIAL COMMUNICATION
27
121
4.6.
SENIOR MANAGEMENT COMPENSATION
122
4.7.
STATUTORY AUDITORS’ ENGAGEMENT AND FEES
128
5. FINANCIAL STATEMENTS
5.1.
129
CONSOLIDATED FINANCIAL STATEMENTS
129
5.1.1. SUMMARY TABLES
5.1.2.
2. MANAGEMENT REPORT
NOTES
TO
THE
130
CONSOLIDATED
FINANCIAL
STATEMENTS
28
5.1.3.
STATUTORY
134
AUDITORS’
REPORT
ON
THE
2.1.
SIGNIFICANT EVENTS
28
CONSOLIDATED FINANCIAL STATEMENTS
178
2.2.
ANALYSIS OF THE FINANCIAL STATEMENTS
28
5.1.4. GROUP STRUCTURE AT OCTOBER 31, 2012
179
2.3.
OUTLOOK FOR 2013
35
2.4.
RISK FACTORS
38
2.5.
PARENT COMPANY
2.6.
MANAGEMENT REPORT CROSS-REFERENCE TABLE
5.2.
SEPARATE FINANCIAL STATEMENTS
5.2.1. SUMMARY TABLES
181
43
5.2.2. NOTES TO THE SEPARATE FINANCIAL STATEMENTS
186
43
5.2.3. STATUTORY AUDITORS’ REPORT ON THE SEPARATE
FINANCIAL STATEMENTS
3. SUSTAINABLE DEVELOPMENT
45
4. CORPORATE GOVERNANCE
4.1.
85
6.1.
GENERAL INFORMATION ABOUT THE COMPANY
6.2.
REPORT OF THE BOARD OF DIRECTORS ON THE
PROPOSED RESOLUTIONS
CHAIRMAN’S
208
210
85
6.3.
4.2.
207
6.ADDITIONAL LEGAL INFORMATION 208
COMPOSITION OF THE BOARD OF DIRECTORS AND ITS
COMMITTEES
181
REPORT
ON
THE
PRACTICES
PROCEDURES OF THE BOARD OF DIRECTORS AND ON
THE BALANCED REPRESENTATION OF WOMEN AND
MEN ON THE BOARD
216
7. CROSS-REFERENCE TABLE
226
8. PERSONS RESPONSIBLE
229
GLOSSARY
230
98
4.3. STATUTORY AUDITORS’ SPECIAL REPORT ON RELATEDPARTY AGREEMENTS AND COMMITMENTS
PROPOSED RESOLUTIONS
AND
104
PRESENTATION OF THE GROUP
1. PRESENTATION OF THE GROUP
1.1. HISTORY
1950
1992
2006
Creation of Club Méditerranée by
Launch of Club Med 2 and opening of
Reopening of the 4-Trident Cancun
Gérard
the Columbus Isle Village in the
Yucatan Village in Mexico and the
Bahamas.
Kani Village in the Maldives.
1995
2007
Serge Trigano is appointed Chairman
Opening of the first 5-Trident Village
and Chief Executive Officer.
(Plantation d’Albion on Mauritius) and
Blitz
as
a
non-profit
association set up by Gilbert Trigano.
Opening of the first Village (Alcudia)
in the Balearics.
1957
Transformation of Club Méditerranée
commercial launch of the Club Med
1997
into a French limited company.
Villa concept.
1963
Transformation of the Company into a
Gilbert Trigano becomes Chairman
Executive and Supervisory Boards.
Sale of Jet tours and Club Med Gym.
and Chief Executive Officer. The
Philippe Bourguignon is appointed
Realignment focusing on the core
business
Chairman of the Executive Board.
business, upscale Villages.
1999
2009
Acquisition of Jet tours, France’s
Strengthening
fourth-largest tour operator.
structure
French
continues
developing,
limited
company
with
2008
primarily on the European market.
1966
IPO on the Paris stock exchange.
of
through
the
a
financial
€100
million
capital increase and ORANE (bond
1968
2001
Opening of the first Village in the
Acquisition of Gymnase Club, which
French West Indies (Fort Royal in
or existing shares) issue. Closure of
would later become Club Med Gym.
Club Med World. Opening of the first
2002
Villa at Plantation d’Albion, Mauritius.
Henri Giscard d’Estaing becomes
2010
Chairman of the Executive Board.
Chinese group Fosun acquires a
Asia (Cherating in Malaysia, Château
2003
stake in the Company. Sale of the
Royal in New Caledonia) and South
Opening of the Trancoso Village in
America (Itaparica in Brazil).
Brazil and the Palmyre-Atlantique
1985
Village in France.
Guadeloupe)
and
access
to
that may be redeemed in either new
the
American market.
1979
Development of the Village network in
€80 million OCEANE (bond that may
be converted into either new or
existing shares) maturing in 2015.
Laying of the first stone at Valmorel.
Opening of the Farukolufushi Village
2004
in the Maldives and Phuket Village in
Opening of the first 3-in-1 Village in
Thailand.
Marrakesh,
1989
upscale,
showcasing
friendly and
the
new
multicultural
Opening of the Sinai Bay and Yabuli
Villages.
2011
Club Med.
Launch
2005
opening of the Valmorel Village.
Opening of the Opio Village inland
from Nice.
Sestrières Village. Launch of a new
1990
Transformation of Club Méditerranée
Launch of Club Med 1, the world’s
administered and managed by a
largest yacht.
Board of Directors chaired by Henri
into
a
French
limited
company
Giscard d’Estaing. Opening of the
Peisey-Vallandry Village in Savoie,
of
chalet-apartments
2012
Sale of the Méribel Aspen Park,
Lindeman
Island
and
Bora-Bora
Villages. Closure of five non-strategic
3-Trident Villages.
France.
4
and
2012 Annual Report
1.2. MESSAGE FROM THE CHAIRMAN
Club
Against this background, Club Méditerranée is preparing to
Méditerranée’s strategic choices: specialize in all-inclusive
start a new stage in its internationalization in order to benefit
vacations, be upscale and be international.
from the increase in popularity of all-inclusive upscale
In
2012,
there
was
yet
more
justification
for
vacations in high-growth markets.
While the tourism markets in Europe, and particularly in
France,
gradually
deteriorated
over
the
year,
Club
Méditerranée was able to stand out from the crowd with
continued growth in all its business indicators:


from these high-growth markets by 2015, through:

speeding up our growth in China, which will be our
a 3.3-point increase in the weighting of customers
second-largest market, with 200,000 customers
at upscale Villages (4 and 5 Tridents), who now
and five Villages by the end of 2015, and also
represent 68% of the Club Med customer base;
developing a new “by Club Med” brand to
capitalize on the potential of the Chinese domestic
an increase of almost 2% in the total number of
customers, which reached 1,268,253;

Our aim is to have one third of our customer base coming
market for vacations;

an increase of 3.7% in Village Business Volume.
These developments are in line with the satisfaction of our
customer base, which has risen in each of the last three
investing in Brazil to increase our Village capacity
in the country by 20%;

strengthening our distribution in Russia to increase
our visibility.
years.
In our traditional markets, we need to be aggressive to
Our positioning in a weakened tourism sector has been a
continue to gain market share. To do so, we are targeting
worthwhile one, allowing Club Méditerranée to conserve its
innovation in the form of new offers: no charge for children
profitability in 2012, with operating income for Villages up
under six years of age, and new destinations with the
slightly at €62 million, a consistent operating margin of 8.7%,
opening of three 4-Trident Villages in 2013 (Pragelato
net income before taxes and non-recurring items of €35
Vialattea in Italy, Belek in Turkey and Guilin in China), along
million and, lastly, net income of €2 million.
with “premium” distribution by speeding up the opening of
For Club Méditerranée, 2012 also saw:
‘shops in shops’ and franchises.



the strengthening of its financial structure with free
Lastly, we aim to continue to highlight what makes us
cash flow of €55 million, an increase on 2011 and
different. In 2013, we will launch a new worldwide publicity
structurally positive in each of the last three years;
campaign aimed at strengthening our brand awareness and
highlighting the unique experience of Club Med vacations.
achievement of the objective of filling two thirds of
capacity at 4- and 5-Trident Villages, taking into
Thanks to these developments, a new chapter in the
account the disposal of three Villages and the
optimization of the Club Méditerranée business model -
closure of five non-strategic 3-Trident Villages;
continued upscaling - should be completed in 2015. Capacity
in 4- and 5-Trident Villages should reach 75% of our total
strengthened distribution with 60.6% of sales made
Village portfolio by then, thanks to the acceleration of our
directly, of which 20.5% were online.
‘asset-light’ strategy. Some 20% of our capacity will be
These strengths will be useful when facing an uncertain
operated under management contracts, with a view to
economic climate in Europe in 2013.
improving the return on capital employed.
HENRI GISCARD D’ESTAING
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
CLUB MÉDITERRANÉE
2012 Annual Report
5
1.3. BOARD OF DIRECTORS
AS AT OCTOBER 31, 2012, THE BOARD OF DIRECTORS IS MADE UP OF 14 DIRECTORS, OF WHOM 7 ARE
INDEPENDENT(*), AND ONE NON-VOTING DIRECTOR:
Chairman and Chief Executive Officer - Club
Méditerranée
ANASS HOUIR ALAMI
JIANNONG QIAN
Chief Executive Officer - Caisse de Dépôt et de Gestion du
General Manager, Business Investment - Fosun
Maroc
Group
SAUD AL SULAIMAN (*)
ISABELLE SEILLIER (*)
Partner and Managing Director - Rolaco Trading
Chairman - J.P. Morgan France
Director of Investment Banking, France and
North Africa
ALAIN DININ (*)
Chairman and Chief Executive Officer - Nexity
ANNE-CLAIRE TAITTINGER (*)
Senior Advisor and Director -
DOMINIQUE GAILLARD
Wefcos-Women’s Forum
Chief Executive Officer and member of the Executive Board
in charge of Direct Funds - AXA Private Equity
THIERRY DE LA TOUR D’ARTAISE (*)
GUANGCHANG GUO
Chairman and Chief Executive Officer - Groupe SEB
Chairman - Fosun Group
CMVT INTERNATIONAL, represented by Amine
Benhalima
CHRISTINA JEANBART (*)
Vice Chairman - Rolaco Holding SA
Chairman and Chief Executive Officer - Fipar-Holding, a
subsidiary of Caisse de Dépôt et de Gestion du Maroc
Deputy Chief Executive Officer - Caisse de Dépôt et de
Gestion du Maroc
PASCAL LEBARD
Director and Chief Executive Officer - Sequana
GERARD PLUVINET, NON-VOTING DIRECTOR
Chairman of the Executive Board - 21 Centrale Partners
GEORGES PAUGET (*)
Chairman - SAS Economie, Finance et Stratégie
(*) According to AFEP-MEDEF criteria
6
2012 Annual Report
1.4. SENIOR MANAGEMENT COMMITTEE
HENRI GISCARD D’ESTAING (*)
Chairman and Chief Executive Officer
MICHEL WOLFOVSKI (*)
Executive Vice-President and Chief Financial
Officer
LAURE BAUME
OLIVIER HORPS
CEO - New Markets Europe-Africa
CEO - Greater China
Vice President Worldwide Strategic Marketing
HEIDI KUNKEL
SYLVIE BRISSON
CEO Southeast Asia and Pacific
CEO Human Resources
XAVIER MUFRAGGI
PATRICK CALVET
CEO - North America
CEO Villages Europe-Africa
SYLVAIN RABUEL
JANYCK DAUDET
CEO - France, Benelux and Switzerland
CEO - Latin America
(*) Corporate Officers
2012 Annual Report
7
1.5. 2012 IN FIGURES (1)
Club Méditerranée revenue amounted to €1,459 million for the year ended October 31, 2012, up 2.6%.
(1)
Reported
8
2012 Annual Report
Village Operating income was up slightly at €62 million, compared with €61 million in 2011. Net income before taxes and
non-recurring items stood at €35 million, compared with €33 million in 2011.
Net debt fell sharply and the gearing ratio was down by nearly 10 points to 22.6%.
2012 Annual Report
9
1.6. ACTIVITY IN 2012
BUSINESS INDICATORS
DEFINITIONS
BUSINESS VOLUME VILLAGES
capacity represents the total number
vacation
of hotel days available for sale over
transportation;
Business Volume Villages integrates
a season or year. The occupancy
all sales regardless of the operating
rate, assessed based on the number
mode of the village. It is the most
of
representative activity indicator and
evaluate the fill rate for Villages.
beds,
makes
it
possible
to
takes into account the strategy called
"asset-light"
and
development
the
corresponding
- the influence of the breakdown of
adult/child customers in Villages by
average level of income;
- the breakdown of sales between
CHANGES
of
and
Villages that offer different rates;
villages in management contract.
VOLUME
HOTEL DAYS SOLD
The “volume effect” refers to the
for the Group’s sales over the year
Since it combines the number of
impact of the increase or reduction
(high season / low season).
customers and the length of their
in the number of hotel days sold on
stay, the hotel days sold indicator
Village
represents the use of one bed and all
Revenue. It primarily reflects the
A key indicator for upscaling, the
facilities by one customer during one
indicator’s sensitivity to quantitative
Revenue Per Available Bed makes it
day.
changes in business for the Villages.
possible to factor in changes in the
OCCUPANCY RATE, CAPACITY
PRICE-MIX EFFECT
The occupancy rate represents the
The price-mix effect reflects the
total revenues for Villages excluding
ratio (expressed as a percentage)
combined impact of four phenomena:
tax and transportation divided by the
between the number of hotel days
- the change for a given Village over
sold and the overall capacity. The
a given period in the price of a
- the comfort category or positioning
Operating
Income
or
REVPAB
occupancy rate and the average
price. It represents the comparable
capacity.
REVPAB
at constant exchange rate in €/Hotel Days
Change Change
12/11
12/10
2010
2011
2012
Europe - Africa
97.1
99.3
102.0
+2.7%
+5.1%
Americas
Asia
80.7
99.5
87.3
104.6
87.8
107.4
+0.6%
+2.7%
+8.9%
+8.0%
Total for Villages
93.7
97.3
99.3
+2.1%
+6.0%
HOTEL CAPACITY BY COMFORT LEVEL
NUMBER OF HOTEL DAYS SOLD
as a % of total capacity
2010
2011
2012
2 and 3 Tridents
45
38
34
4 and 5 Tridents
55
62
66
Total
100
100
100
(IN THOUSANDS)
HOTEL CAPACITY BY GEOGRAPHICAL AREA
in thousands of hotel days
2010
%
2011
%
2012
%
Europe - Africa
7,224
62
7,110
61
7,000
60
Americas
2,693
23
2,800
24
2,882
25
Asia
1,765
15
1,799
15
1,721
11,682
100
11,709
100
11,603
15
100
Total
10
OCCUPANCY RATE
2012 Annual Report
DISTRIBUTION
Stays in Villages are sold through the Group’s direct network (website, Group-owned agencies and call centers), as well as through
an indirect network of travel agencies. Worldwide, 60.6% of Village Business Volume is from direct sales (including 20.5% from
online) and 39.4% from indirect sales.
To enhance its sales, Club Méditerranée has turned to shops in shops, i.e. concessions fully dedicated to Club Méditerranée within
travel agencies, with vendors trained specifically to sell the Club Med product. The aim of this distribution system, which was
originally developed in emerging countries (notably China), is to manage and enhance the visibility of the Club Méditerranée brand,
to create a direct relationship with customers and to increase sales.
DEVELOPING INTER-REGIONAL FLOWS: A PRIORITY
CHANGE IN THE NUMBER OF CUSTOMERS BY COUNTRY AND REGION
Club
Méditerranée
separates
its
business
into
outbound and inbound zones.
The outbound zones generate revenues and sales
costs (e.g. United Kingdom, Belgium and Canada).
The inbound zones are essentially zones for local
revenues and operating costs (e.g. Morocco).
Club Méditerranée is characterized by the creation of
inter-regional flows, particularly from Europe to Asia
and the Americas. However, most customers visit the
Villages in their own region.
The main inter-regional flows are as follows: 10% of
Europeans visit the Americas, while 3% visit Asia.
Similarly, 4% of Latin American customers visit North
America, while 3% visit Europe-Africa.
2012 Annual Report
11
OPERATIONAL METHOD OF CLUB MÉDITERRANÉE VILLAGES
The Club Méditerranée Group uses three different methods to operate its Villages: ownership, lease and management contract.
In number of
Villages
Europe Africa
Managed
Owned
Leased
Total
5
7
39
51
Americas
-
10
1
11
Asia
2
4
3
9
Total
7
21
43
71
in number of
beds
Europe Africa
Managed
Owned
4,370
4,719
Leased
Total
26,190
35,278
-
7,629
524
8,154
Asia
1,345
2,856
1,691
5,892
Total
5,715
15,204
28,405
49,324
Americas
At October 31, 2012, Club Méditerranée capacity breaks down into these three operational methods as follows (see details on page
16):
OWNED
When the Village is operated under the ‘owned’ method, it is
owned and managed by the Club Méditerranée Group.
LEASED
When the Village is operated under the ‘leased’ method, it is
operated by Club Méditerranée, which pays rent to the owner of
the premises. Most of the rents paid by Club Méditerranée are
fixed.
MANAGED
The Club Méditerranée Group is pursuing its ‘asset-light’ strategy by focusing on low-capital development methods and offering
flexible upscale capacity (paid according to fill rate). Villages opened under the management contract method (managed Villages)
are part of this strategy, as are the Club Med Villas and Chalets programs.
Club Méditerranée is entrusted with the management and marketing of a Village by its owner (in this situation, Club Méditerranée
does not invest in the asset). Income and expenses resulting from the operation of the Village are recorded in the income statement
of the owner-operator company.
Capital expenditure and operating and maintenance costs for the Village are incurred by the owner. Club Med may make limited
investments in order to turn the hotel into a Club Med resort.
For management and marketing activities, Club Med receives a management fee, calculated as a percentage of revenues, and
shares profits, calculated as a percentage of gross operating profit (GOP). As the exclusive marketer of the Village through its own
distribution network, Club Med is also paid for its distribution and promotion services.
The major advantage of management and distribution contracts is that they make the model flexible, since payment is based on a
percentage of revenues related to the fill rate.
12
2012 Annual Report
MAIN CLUB MÉDITERRANÉE MARKETS
TOURISM SECTOR
Club Med operates in a radically changing tourism market weakened in recent years by increasing levels of disintermediation: the
development of online search engines and the boom in e-business has allowed people to put together the various items in a package
holiday (transport + accommodation + activities) themselves.
Furthermore, the tourism sector in Europe, especially in France, is facing an unfavorable geopolitical climate, specifically the slow
recovery of destinations in North Africa and a deteriorating economic situation in Europe during the second half of 2012.
With this in mind, Club Méditerranée benefits from the strength of its unique positioning: upscale, all-inclusive and international. This
unique positioning allows it to win market share in mature markets and make progress in high-growth countries.
Lastly, the market for upscale, all-inclusive vacations consists of many operators that offer all-inclusive deals (hotels/clubs, cruises,
vacation rentals, etc.) but none has a truly international brand with a strong reputation. This is why Club Méditerranée’s competitors
are more likely to be local firms, whose product range is narrower and focuses on a single area.
The main risks in the tourism sector are included in the risk factors described on page 38 et seq. of this Registration Document.
CLUB MÉDITERRANÉE MARKETS
Club Méditerranée operates in two types of market.
Mature markets
Club Méditerranée’s mature markets are in Europe, specifically France, Germany, the United Kingdom, Belgium and Switzerland, as
well as in North America (the United States and Canada) and in Asia (Japan).
2012 Annual Report
13
High-growth markets
Club Méditerranée particularly wants to expand in the high-growth markets of China, Brazil and Russia.
14
2012 Annual Report
2012 Annual Report
15
VILLAGES AND BOATS IN OPERATION IN 2012
Villages
Aime la Plagne
Alpe d’Huez la Sarenne
Avoriaz
Cargese
Chamonix
La Palmyre
La Plagne 2100
Les Arcs Extreme
Les Deux Alpes
Méribel Antares + Chalet
Méribel Aspen
Opio
Peisey-Vallandry
Pompadour
Sant’Ambroggio
Serre Chevalier
Tignes Val Claret
Val d’Isère
Valmorel
Val Thorens
Vittel Ermitage
Vittel Parc
FRANCE
Cervinia
Kamarina
Napitia
Otranto
ITALY
Djerba la Douce
Djerba la Fidèle
Hammamet
TUNISIA
Agadir
Marrakech Medina
Marrakech Palmeraie / Riad
Yasmina
MOROCCO
Beldi
Bodrum
Kemer
Palmiye
TURKEY
Gregolimano
GREECE
El Gouna
Sinai Bay
EGYPT
Cap Skirring
SENEGAL
Coral Beach
ISRAEL
St Moritz Roi-Soleil
Villars-sur-Ollon
Wengen
SWITZERLAND
Da Balaia
PORTUGAL
16

Number
Beds
Capacity
Operational method
3
3
3
3
4
3
4
3
3
4
4
4
4
2
3
3
4
4
4
3
4
3
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
22
1
1
1
1
4
1
1
1
3
1
1
1
1
4
1
1
1
1
4
1
1
1
1
2
1
1
1
1
1
1
1
3
1
1
529
772
526
936
543
1,135
590
582
589
218
128
920
708
480
733
991
498
554
899
358
197
755
13,641
430
1,615
1,350
852
4,247
1,286
1,116
766
3,168
843
367
791
782
2,782
760
479
937
1,756
3,932
812
812
533
831
1,364
415
415
771
771
597
484
449
1,530
712
712
70,357
102,676
64,698
111,384
153,669
239,485
83,190
69,258
82,460
24,851
14,336
336,720
143,016
103,680
123,144
197,209
73,206
77,560
195,982
51,194
34,278
164,590
2,516,943
66,192
262,420
193,050
103,944
625,606
347,792
127,224
139,392
614,408
308,412
47,710
289,413
117,300
762,835
111,720
77,119
157,416
358,171
704,426
142,100
142,100
195,078
304,164
499,242
76,360
76,360
53,970
53,970
84,177
54,208
51,186
189,571
152,368
152,368
Leased
Leased
Leased
Owned
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
4
3
3
3
3
3
3
3
3
4
4
3
4
3
4
4
3
4
4
3
4
4
3
4
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Managed
Owned
Managed
Owned
Managed
Managed
Owned
Managed
Owned
Leased
Leased
Leased
2012 Annual Report

Number
Beds
Capacity
La Pointe aux Canonniers
4
1
654
239,364
Owned
Albion
5
1
621
227,306
Leased
Villages
MAURITIUS
2
1,275
466,670
VILLAGES EUROPE-AFRICA
48
34,649
6,804,499
1
368
123,280
1
368
123,280
Club Med 2
5
BOATS
VILLAGES AND BOATS EUROPE-AFRICA
Operational method
Owned
49
35,017
6,927,779
Itaparica
3
1
689
252,174
Owned
Rio Das Pedras
4
1
694
243,420
Owned
Trancoso
4
1
600
219,600
Owned
3
1,983
715,194
BRAZIL
Boucaniers
4
1
643
205,117
Owned
Caravelle
4
1
613
185,739
Owned
2
1,256
390,856
FRENCH WEST INDIES
Cancun
4
1
850
311,100
Owned
Ixtapa
4
1
710
259,936
Owned
2
1,560
571,036
1
1,402
513,025
1
1,402
513,025
1
898
328,539
1
898
328,539
1
524
191,954
1
524
191,954
1
531
170,982
1
531
170,982
MEXICO
Punta Cana
4
DOMINICAN REPUBLIC
Sandpiper Bay
4
UNITED STATES
Turquoise
3
TURKS and CAICOS
Columbus Isle
4
BAHAMAS
VILLAGES AMERICAS
Owned
Owned
Leased
Owned
11
8,154
2,881,586
Kabira
4
1
585
214,110
Leased
Sahoro
4
1
623
75,383
Leased
2
1,208
289,493
JAPAN
Bali
4
1
902
330,132
Owned
Ria Bintan
4
1
649
237,538
Managed
2
1,551
567,670
1
679
248,514
1
679
248,514
1
740
270,706
1
740
270,706
1
535
49,220
1
535
49,220
1
483
176,778
1
483
176,778
1
696
118,320
1
696
118,320
INDONESIA
Cherating
4
MALAYSIA
Phuket
4
THAILAND
Lindeman Island
3
AUSTRALIA
Kani
4
MALDIVES
Yabuli
4
CHINA
VILLAGES ASIA
Owned
Owned
Owned
Leased
Managed
9
5,892
1,720,701
Villas Albion
5
1
104
38,214
Leased
Chalets Valmorel
5
1
157
34,226
Leased
VILLAS
2
261
72,440
Villages, Villas&Boat in operation in 2012
71
49,324
11,602,506
Villages, Villas&Boat in operation
st
at October 31 2012
66
2012 Annual Report
17
1.7. SECURITIES MARKET
Club Méditerranée shares have been listed on the primary market of the Paris stock exchange (Euronext Paris) since 1966. Club
Méditerranée is one of the 120 stocks included in the SBF 120 index. Its weighting in the index was 0.030755% at December 31,
2012. Club Méditerranée shares are eligible for Euronext’s deferred settlement service (SRD).
1.7.1. Change in share price (€) from November 1, 2011 to December 31, 2012 (Source: Bloomberg)
1.7.2. Club Méditerranée securities data
SHARES
SECURITIES(at 10/31/12)
Number of shares outstanding
Maturity
Share par value
ISIN FR0000121568
31,822,559
€4
In addition to shares, OCEANEs (bonds convertible into new or existing shares) are also outstanding.
SECURITIES
Number of bonds issued
Number of bonds outstanding
at 10/31/2012
Maturity
Bond par value
Coupon
Yield to maturity
Conversion ratio
Redemption price
OCEANE
ISIN FR0010922955
4,888,481
4,888,401
November 1, 2015
€16,365
6.11%
6.11%
1 Club Méditerranée share for 1
bond
At 11/01/2015
At par
The 5,962,432 ORANEs (bonds redeemable in new or existing shares) issued in June 2009 were fully converted into or redeemed in
shares when they matured on June 8, 2012.
18
2012 Annual Report
1.7.3. Trading performance of Club Méditerranée securities
Common stock is traded under ISIN code FR0000121568. For several years, Club Méditerranée shares have been selected as a
support for covered warrants issued by various banks.
The tables below show the change in transaction prices for shares, OCEANEs and ORANEs.
TRADING PERFORMANCE OF CLUB MÉDITERRANÉE SECURITIES
SHARES
Shares
Monthly price
(euros)
(ISIN code: FR 0000 121568)
Monthly average of daily trading volume
(in number of securities and thousands of euros)
High (1)
Low (2)
Average (3)
Average daily volume
(securities)
Average daily volume (in
thousands of euros)
November 2011
13.55
10.25
11.99
75,347
878,042
December 2011
13.34
11.51
12.71
85,209
1,120,570
January 2012
16.09
13.17
14.78
76,843
1,180,961
February 2012
16.40
15.23
15.97
67,199
1,078,855
March 2012
17.09
15.75
16.37
55,597
882,505
April 2012
16.17
14.20
14.93
41,253
600,805
May 2012
15.00
13.25
14.19
46,003
625,775
June 2012
14.29
12.43
13.20
65,170
868,417
July 2012
14.00
12.55
13.18
22,218
295,807
August 2012
14.06
13.00
13.49
18,407
256,260
September 2012
14.49
12.52
13.68
48,901
618,262
October 2012
13.75
12.11
12.62
34,325
421,613
(1), (2), (3) The above information is taken from Euronext and Bloomberg databases. The highs and lows shown were reached in
intraday trading over the period, and the average price is the arithmetic mean of closing prices.
OCEANES
Convertible bonds 6.11%
(par value 16.36 euros)
(ISIN code: FR0010922955)
Monthly price
(in euros)
Monthly average daily trading volume
High
(1)
Low
(2)
Average
(3)
Securities
Capital
November 2011
18.83
16.80
17.57
758
13.25
December 2011
18.25
17.00
17.42
272
4.72
January 2012
19.26
17.52
18.57
669
12.24
February 2012
19.65
17.22
18.99
3,586
69.28
March 2012
20.15
18.90
19.60
1,622
31.97
April 2012
19.00
18.30
18.51
493
9.15
May 2012
18.38
17.75
18.00
253
4.53
June 2012
20.00
17.75
18.32
503
9.31
July 2012
18.50
17.77
18.12
766
13.85
August 2012
18.75
17.75
18.01
302
5.46
September 2012
19.00
18.01
18.44
325
6.02
October 2012
19.00
17.65
18.45
539
9.70
2012 Annual Report
19
ORANES
Bonds redeemable as shares 5.00%
Monthly price
(par value 8.55 euros)
(ISIN code: FR0010756023)
Monthly average of daily trading volume
(in euros)
High (1)
Low (2)
Average (3)
Securities
Capital
November 2011
13.21
10.50
11.84
633
6.88
December 2011
12.65
11.00
11.74
32
0.38
January 2012
13.10
11.50
12.37
37
0.46
February 2012
15.85
12.55
13.77
142
1.96
March 2012
16.05
14.51
15.05
79
1.17
April 2012
14.50
13.08
13.47
59
0.81
May 2012
14.00
12.71
12.94
64
0.83
June 2012
12.71
12.71
12.71
4
0.05
Sources: Bloomberg, Euronext
DIVIDENDS AND SHARE-PRICE HIGHS/LOWS
Year
(1)
(1)
Number of
shares that
received
dividends
Dividends paid for the financial year
Share-price highs/lows
Net
Tax credit
Total
High
Low
31/10
2010
30,232,219
-
-
-
15.28
10.31
14.06
2011
30,250,076
-
-
-
18.39
11.26
13.71
2012
31,822,559
-
-
-
17.09
10.25
12.25
Club Méditerranée SA financial year
20
2012 Annual Report
1.8. CAPITAL AND OWNERSHIP STRUCTURE
SHARE CAPITAL
These delegations and authorizations expire in May 2013. As a
At October 31, 2012 the Company’s share capital amounted to
Shareholders’ Meeting on March 7, 2013.
result, shareholders will be asked to renew them at the Annual
€127,290,236, divided into 31,822,559 common shares with a
par value of €4, all fully paid up. Shares registered in the name
POTENTIAL CAPITAL
of the same holder for at least two years carry double voting
rights (3,123,404 at October 31, 2012). The Company’s equity
The exercise of all outstanding equity warrants and stock
capital has increased by €6,289,932 since October 31, 2011,
options would result in the Company’s share capital being
owing to the redemption of ORANEs in shares and to the
increased to €152,797,152 consisting of 38,199,288 shares,
exercise of stock options (creation of 1,572,483 new shares).
representing a dilution of 20%. These figures take into account
all the securities outstanding at October 31, 2012 that are
AUTHORIZED, UNISSUED CAPITAL
convertible,
redeemable,
exchangeable
or
otherwise
exercisable for common shares at a future date.
The Extraordinary Shareholders’ Meeting of March 3, 2011
approved several resolutions authorizing the Board of
31,822,559 shares outstanding at 10/31/2012:
Directors to increase the Company’s share capital. The Board
+ 4,888,401 OCEANEs (maturing on 11/01/2015)
of Directors may delegate the right to use these authorizations
+ 1,488,328 stock options outstanding at 10/31/2012
in accordance with the law, with the Company’s bylaws, and
= 38,199,288 potential shares at 10/31/2012
with Articles L.225-127 et seq. of the French Commercial
Code.
The purpose of these authorizations is to enable the Company
to issue shares and share equivalents in order to raise any
necessary financial resources in a swift and flexible manner.
Authorizations
Maximum amount
Duration
Expiry date
Used in fiscal
2011/2012
26
months
May 2, 2013
Unused
26
months
May 2, 2013
Unused
Total used over
the period of
the
authorization
(1)
Issue of shares and share equivalents
with preemptive subscription rights
without preemptive subscription rights
Equity: €50 million
Borrowings: €250
million
(1)
Equity: €30 million
Borrowings: €250
million
in consideration of contributions in kind
10% of share capital
26
months
May 2, 2013
Unused
Increase in the number of shares to
issue in the event of a capital increase
with or without preemptive subscription
rights for over-allocation
15% of the initial issue
at the same price
26
months
May 2, 2013
Unused
26
months
May 2, 2013
Unused
Capital increase reserved for Group
employees
€5 million
(1)
2% of share capital per
Issue of
26
annum up to the
May 2, 2013
Used
230,000 stock
months
(2)
overall limit of 10%
options
(1)
nd
Amount included in the overall authorized ceiling: €60 million (22 resolution of the Shareholders’ Meeting of March 3, 2011)
Share subscription and/or purchase
options for employees
(2)
Total number of options granted but not yet exercised cannot exceed 10% of share capital
2012 Annual Report
21
CHANGES IN CAPITAL SINCE OCTOBER 31, 2005
Capital Premiums linked to transactions in the year
Number of shares
in € thousands
in € thousands
10.31.2005
77,432
-
19,358,005
10.31.2006
77,432
-
19,358,005
50
412
12,700
10.31.2007
77,483
29
10.31.2008
10.31.2009
10.31.2010
10.31.2011
10.31.2012
Nature of transaction
Exercise of options
19,370,705
195
77,512
7,200
Exercise of options
19,377,905
25,837
22,643*
6,459,301
Capital increase
9,776
10,407*
2,444,065
ORANE redemption
1
6
137
OCEANE conversion
113,126
28,281,408
7,709
7,986
1,927,203
ORANE redemption
94
-94
23,608
Allocation of bonus shares
120,929
30,232,219
70
17,777
ORANE redemption
1
80
OCEANE conversion
121,000
30,250,076
6,258
7,073
1,564,492
ORANE redemption
32
54
7,991
Exercise of options
127,290
31,822,559
* Net of costs
TRANSACTIONS ON COMPANY SHARES
AUTHORIZATION TO TRADE IN THE COMPANY’S
SHARES
th
- to carry out transactions under a liquidity contract complying
with a code of ethics recognized by the French financial
markets regulator, the AMF;
- to allocate shares to employees upon exercise of stock
options or under an employee stock ownership plan;
The 8 resolution of the Combined Shareholders’ Meeting of
- to allocate shares for exchange or payment upon the issue or
March 12, 2012 authorizes the Board of Directors to trade in
exercise of rights attached to shares or share equivalents;
the Company’s shares on the stock market, in accordance with
- to allocate shares for exchange or payment in connection
Articles L.225-209 et seq. of the French Commercial Code and
with acquisitions;
with Regulation No. 2273/2003 of the European Commission.
- to purchase shares for subsequent cancellation;
This authorization is valid for a period of 18 months, i.e. until
- to use for any other purpose which would be authorized by
September 11, 2013.
The Annual Shareholders’ Meeting decided that the number of
the regulations in force.
The maximum purchase price per share is €40. The use of the
shares that may be acquired should not exceed 10% of the
buyback program is suspended during public offering periods.
number of shares comprising the Company’s share capital or
On July 11, 2007, Club Méditerranée (ISIN FR0000121568)
5% of the number of shares comprising the Company’s share
entered into a liquidity contract with Natixis Securities that
capital at any time for those shares acquired for holding and
complies with the AFEI Code of Ethics as approved by the
subsequent use in payment or exchange as part of an
AMF on March 22, 2005. For its implementation, €2,000,000
acquisition, merger, demerger or contribution.
was initially allocated to this liquidity contract. The Company
The authorization may be used in the following order of priority:
made an additional contribution of €2,000,000 in 2008.
22
2012 Annual Report
Between March 12 and October 31, 2012, the Company
1,490,004 shares representing 4.93% of capital and 4.77% of
purchased 422,992 shares at an average price of €14.05 and
voting rights.
sold 389,383 shares at an average price of €14.18.
Lastly, at October 31, 2012, a total of 230,733 shares were
On February 2, 2011, U.S. investment fund Fidelity (FMR LLC)
held in treasury.
entered the capital by crossing the threshold of 5% of capital
Shareholders will be asked to renew the share buyback
authorization at the Shareholders’ Meeting on March 7, 2013.
and voting rights, holding 1,694,530 shares and voting rights
representing 5.60% of capital and 5.43% of voting rights. On
March 4, 2011, FMR LLC reported having exceeded the
threshold of 10% of capital and voting rights, representing
CHANGES IN OWNERSHIP STRUCTURE
OVER THE LAST THREE YEARS
Changes in ownership structure over the last three years were
as follows:
Company’s capital and 10.01% of voting rights. The statement
of intent filed with the AMF indicates that this investment was
made as part of the asset management company’s normal
activity without the intention of implementing a specific strategy
2010 - On February 8 and February 15, 2010, Nippon Life
Insurance
3,122,936 shares and voting rights, or 10.33% of the
Company
reported
having
fallen
below
the
thresholds of 1% and 0.5% of capital on February 4 and
February 12, 2010, respectively, to hold 122,832 shares and
voting rights, representing 0.43% of capital.
On the same date, KBL Richelieu reported having dropped
below the threshold of 1% of capital on February 11, 2010, to
hold 220,638 shares representing 0.77% of capital and 0.98%
of voting rights.
On April 15 and May 20, 2010, GLG Partners reported having
exceeded the thresholds of 9.5% and 10% of capital to hold
2,937,338 Club Méditerranée shares representing 10.28% of
capital and 9.92% of voting rights.
vis-à-vis Club Méditerranée, or to exercise, as such, any
specific influence on the Company’s management. FMR LLC is
not acting in concert with a third party, nor does it intend to
take control of the Company or seek its own appointment or
the appointment of one or more persons as director.
On March 18, Crédit Agricole Capital Investissement et
Finance reported having fallen below the thresholds of 3%, 2%
and 1% of capital and, as such, that it no longer held any
shares or voting rights.
Between March 21 and August 22, 2011, AXA Private Equity
Capital entered the capital by exceeding the thresholds of 1%
to 9% of capital and voting rights, holding 2,810,830 shares
and voting rights representing 9.29% of capital and 9% of
voting rights.
Between June 11 and 28, 2010, the Fosun Group entered the
capital by crossing the thresholds from 1% to 7% of capital and
voting rights, holding 2,247,551 shares and voting rights
representing 7.87% of capital and 7.60% of voting rights.
On March 4, 2011, FMR LLC reported to the AMF having fallen
below the threshold of 10% of capital and voting rights,
representing 2,978,344 shares and voting rights, or 9.85% of
capital and 9.54% of voting rights.
On September 22, 2010, GLG Partners reported, following the
sale of shares on the market, having dropped below the
thresholds of 10% and 7% of share capital and voting rights,
representing 2,076,534 shares and voting rights, or 6.87% of
the Company’s capital and 6.83% of voting rights.
On October 7, 2011, the Caisse des Dépôts et Consignations
(French state-owned investment bank) reported to the AMF
having exceeded the threshold of 5% of capital, holding
1,561,565 shares in Club Méditerranée, or 5.16% of capital.
On October 26, 2011, the Caisse des Dépôts et Consignations
2011 - On November 9, 2010, the Fosun Group reported
having exceeded the threshold of 9% of capital and voting
rights through the purchase of securities between October 14
reported to the AMF having exceeded the threshold of 5% of
voting rights in Club Méditerranée, holding 5.00% of voting
rights.
and November 8, 2010, thus holding 2,801,569 Club
2012 – Franklin Finance entered the capital of Club
Méditerranée shares.
Méditerranée on November 25, 2011, and went on to exceed
the 2%, 3%, 4% and 5% thresholds of capital and voting rights,
On November 16, 2010, GLG Partners reported having
to hold 5.8% of capital and 5% of the voting rights of the
exceeded the threshold of 7% of capital and voting rights, to
Company.
hold 2,232,780 Club Méditerranée shares representing 7.39%
Between January 3 and 26, 2012, GLG Partners successively
of capital and 7.16% of voting rights . During fiscal 2011, GLG
fell below the thresholds of 4%, 3% and 2% of capital and
Partners fell below the thresholds of 7%, 6% and 5% through
voting rights, holding 385,350 shares of which 263,000 are
disclosures
made
between
November
30,
2010
and
September 7, 2011, at which point GLG Partners held
2012 Annual Report
23
1
contracts for difference , or 1.2% of capital and 1.1% of voting
Company will take the appropriate measures to cancel or
rights in Club Méditerranée.
amend any related vote by mail, proxy, admission card and/or
Following the sale of securities on March 27, 2012, CMVT
International holds a 7.1% stake in the capital of Club
Méditerranée and 6% of the voting rights.
On July 10, 2012, Fosun fell below the threshold of 10% of
capital and reported holding 3,172,430 shares in Club
Méditerranée (including shares held by Mr. Guo Guangchang),
thus a 9.96% stake in the Company’s capital. In addition,
following the doubling of the voting rights attached to some of
its shares, which took place on July 2, 2012, Fosun holds 15%
of the voting rights in Club Méditerranée.
Furthermore, after almost two years of cooperation between
Fosun and Club Méditerranée, Fosun wished to reaffirm its
confidence in the development of Club Méditerranée and its
participation certificate. Any sales or any other transaction by
any method after the record date will not be reported by the
shareholder’s bank or broker (intermédiaire habilité) and will
not be taken into account by the Company, irrespective of any
agreement providing otherwise.
5 – Holders of registered shares will be admitted to the
meeting on proof of their identity. Holders of bearer shares will
be admitted on proof that their shares have been recorded as
described above.
Shareholders will be admitted to the meeting on proof of their
status. The Board of Directors may decide to issue individual
admission cards to shareholders, in which case only the
named shareholder or proxy may use the card.
intention to remain one of its major long-term shareholders.
6 - If the Board allows it when convening the Annual
With this in mind, Fosun said it would commit not to cross the
Shareholders’ Meeting, shareholders may take part in the
investment threshold of 10% “on a diluted basis” (i.e. taking
meeting
into account the conversion of all ORANEs issued by Club
telecommunication or remote transmission, including the
Méditerranée) before the Annual Shareholders’ Meeting called
internet, which allows them to be identified in accordance with
to approve the accounts for fiscal 2012, subject to no other
applicable regulations. Where applicable, this decision is
shareholder holding (or expressing the intention to hold) more
communicated in the meeting notice and in the notice
than 10% of said capital, or to the Board of Directors of Club
published in the Official Gazette (Bulletin des Annonces
Méditerranée authorizing it to do so.
Légales Obligatoires; BALO).
Following the conversion of its ORANEs into shares on June 8,
IDENTIFIABLE BEARER SECURITIES
2012, Benetton holds 2.2% of capital and 2% of voting rights in
Club Méditerranée.
by
videoconference
or
by
any
means
of
The bylaws authorize the Company to apply at any time to the
French securities clearing agency for details of the identity of
ATTENDANCE AND REPRESENTATION AT
SHAREHOLDERS’ MEETINGS
holders of voting shares and any securities convertible,
1 – All shareholders have the right to attend Shareholders’
holder, pursuant to Article L.228-2 of the French Commercial
Meetings in accordance with applicable laws and to take part in
Code. The Company makes such applications each year.
exchangeable, redeemable, or otherwise exercisable for voting
shares, and of the number of securities held by each such
votes, in person or by proxy, whatever the number of shares
held, upon proof of their identity.
DOUBLE VOTING RIGHTS
2 – All shareholders may vote by correspondence using the
Article 8 of the bylaws stipulates that all fully paid-up shares
absentee ballot issued by the Company. Details of how to
registered in the name of the same holder for at least two
obtain absentee ballots are provided in the meeting notice.
consecutive years carry double voting rights.
3 - Shareholders may give proxy only to their spouse, civil
In the event such shares are transferred or converted to bearer
partner or another shareholder.
form, they are stripped of their double voting rights. However,
4 - Pursuant to the applicable laws and regulations, for
double voting rights are not lost and the two-year qualifying
shareholders to be entitled to participate in Shareholders’
Meetings or cast an absentee ballot, their shares must be
recorded in accordance with the relevant regulations no later
than midnight (CET) on the third business day preceding the
meeting (the “record date”). Shareholders who have cast an
period continues to run if the shares are transferred in the
estate of a deceased shareholder, or in connection with the
settlement of the marital estate, or a donation inter vivos to a
spouse or relative in the direct line of succession.

absentee ballot, lodged a proxy or requested an admission
card or participation certificate in accordance with the
applicable regulations may still sell all or some of their shares.
However, if the sale takes place prior to the record date, the
1
The contract for difference CFD is a forward financial
instrument by which the investor acquires the right to be paid
the difference between the price of the underlying asset on the
date the contract is agreed and the price on the exercise date.
24
2012 Annual Report
DISCLOSURE THRESHOLDS - STATUTORY
LIMITS
SHAREHOLDERS
AND
The same disclosure rules apply if a shareholder’s interest is
INTERMEDIARIES
DISCLOSURE
For the purpose of applying these rules, the terms “shares” and
LIABLE
FOR
Article 7 of the bylaws stipulates that any shareholder acting
alone or in concert with others that directly or indirectly
acquires a number of shares representing at least 1% of the
Company’s capital or voting rights or any multiple thereof is
required to notify the Company of the total number of shares
and voting rights held. Disclosure must be made by registered
letter with return receipt requested, within five trading days of
reduced to below any of the above thresholds.
“voting rights” have the same meaning as in Articles L.233-3,
L.233-9 and L.233-10 of the French Commercial Code.
In the case of failure to comply with these requirements, duly
noted in the minutes of the Shareholders’ Meeting, the shares
in excess of the relevant threshold will be stripped of voting
rights at all Shareholders’ Meetings for the period provided for
by law at the request of one or several shareholders together
holding at least 5% of the Company’s capital or voting rights.
the date on which the disclosure threshold is crossed. These
disclosure thresholds apply in addition to the 5%, 10%, 15%,
20%, 25%, 30%, 33.3%, 50%, 66.7%, 90% and 95%
thresholds provided for in Article L.233-7 of the French
Commercial Code.
2012 Annual Report
25
ANALYSIS OF OWNERSHIP STRUCTURE
2010
Number of shares
Fosun Property Holding Limited
CMVT International (Groupe CDG
Maroc)
Rolaco
2011
Voting rights
Number of shares
2012
Number of shares
Voting rights
At 10/31/10
%
At 10/31/10
2,247,551
7.4
2,247,551
7.2
2,940,295
9.7
2,940,295
9.4
3,170,579
9.96
5,418,130*
15.5
2,771,181
9.2
2,771,181
8.9
2,750,231
9.1
2,750,231
8.8
2,250,231
7.1
2,250,231
6.4
1,264,771
4.2
1,264,771
4.1
1,513,181
5.0
1,513,181
4.8
1,793,053
5.6
1,793,053
5.1
2,982,352
9.9
2,982,352
9.6
2,982,352
9.4
2,982,352
8.5
700,000
2.2
700,000
2.0
AXA Private Equity Capital
%
At
10/31/10
At 10/31/10
%
Benetton
Crédit Agricole
1,063,830
3.5
1,063,830
3.4
Total Board of Directors
7,347,333
24.3
7,347,333
23.5
Fidelity (FMR LLC)
Caisse des dépôts et consignations
1.7
516,214
2,076,534
6.9
French institutions
5,100,392
16.9
Foreign institutions
12,011,369
232,108
GLG Partners LP
Treasury stock
(1)
(2)
Employees
Public and other
Total
516,214
At 10/31/10
At
10/31/10
%
At
10/31/10
10,186,059
33.7
10,186,059
32.6
10,896,215
34.2
13,143,766
37.6
2,964,507
9.8
2,964,507
9.5
2,455,905
7.7
2,455,905
6.9
1,571,865
5.2
1,571,865
5.0
1,908,492
6.0
1,908,492
5.5
1,843,200
5.8
1,843,200
5.3
635,342
2.0
635,342
1.8
Franklin Finance
Air France Finance
Number of shares
At
10/31/10
1.7
516,214
1.7
516,214
2,076,534
6.7
5,158,452
16.5
39.7
12,821,769
0.8
232,108
1.7
1,491,000
4.9
1,491,000
4.8
385,350
1.2
385,350
1.1
3,833,568
12.7
3,891,632
12.5
3,315,050
10.4
3,372,873
9.7
41.1
7,186,111
23.8
7,996,511
25.6
7,147,508
22.5
7,823,560
22.4
0.7
222,214
0.7
222,214
0.7
230,733
0.7
230,733
0.7
52,338
0.2
71,238
0.2
27,840
0.1
46,740
0.1
26,430
0.1
52,860
0.2
2,895,931
9.6
2,979,657
9.5
2,250,698
7.4
2,338,087
7.5
2,978,334
9.4
3,093,882
8.9
30,232,219
100
31,203,305
100
30,250,076
100
31,224,829
100
31,822,559
100
34,945,963
100
(1) shares and contracts for difference (The contract for difference (CFD) is a forward financial instrument by which the investor acquires the right to be paid the difference between the price of the underlying asset on the date the contract is agreed
and the price on the exercise date)
(2) treasury shares which voting rights can not be exercised
* of which 5,239,943 voting rights can be exercised
Single voting rights
31,822,559
Double voting rights
Total voting rights
(3)
26
3,123,404
34,945,963
Including 230.733 shares held in treasury that do not carry voting rights.
(3)
1.9. FINANCIAL COMMUNICATION
Club Méditerranée provides its shareholders with regular and
Earnings announcements to analysts are broadcast live and
consistent information on changes in its earnings and
recorded (video). The share price is available online and a
strategies, in accordance with stock market regulations.
space is dedicated to individual shareholders and members of
More specifically, the VP Investor Relations informs institutional
the Shareholder Club.
investors and financial analysts about the Group’s strategy,
Finally, Club Méditerranée publishes regulated information
earnings and significant developments.
electronically via a professional publisher who meets the
The Shareholder Club is intended to build loyalty among Club
Méditerranée’s
individual
shareholders
by
maintaining
personalized relations with its members.
PUBLIC DOCUMENTS
The following current and historical documents are available
upon request or may be viewed on the Club Méditerranée
corporate and financial website, www.clubmed-corporate.com,
which has comprehensive information about the Group and is
regularly updated: the annual report filed with the AMF; the
half-yearly financial report; the twice-yearly letter sent to the
Shareholder Club with an up-to-date message from Chairman
and CEO presenting developments in the Group; information
memoranda for financial transactions filed with the AMF;
criteria set by the AMF General Regulations; it also posts
such regulated information on its website as soon as it is
published.
CONTACTS
INVESTOR
RELATIONS
AND
FINANCIAL
COMMUNICATION
Mrs Pernette Rivain
11 rue de Cambrai – 75019 Paris
Tel: + 33 (1) 53 35 30 75
Fax: + 33 (1) 53 35 32 73
e-mail: investor.relations@clubmed.com
changes in the Club Méditerranée share price; and the notice
convening
the
Annual
Shareholders’
Meeting
sent
automatically to all registered shareholders.
INDIVIDUAL SHAREHOLDER RELATIONS
A dedicated “Shareholder Relations” line is available to
All financial news and updates, along with all informational
individual shareholders to answer any practical questions they
documents published by the Group are available on its
may have on Club Méditerranée shares, as well as more
corporate and financial website, www.clubmed-corporate.com.
targeted
questions
on
the
Group’s
latest
news
and
developments: 0810 186 186 (price of a local call in France)
or actionnaires@clubmed.com.
2013 FINANCIAL CALENDAR
March 7, 2013: Annual Shareholders’ Meeting and Q1 2013 revenue release
June 7, 2013: Fiscal 2013 interim results release
September 2013: Q3 2013 revenue release
December 2013: Fiscal 2013 annual results release
2012 Annual Report
27
MANAGEMENT REPORT
2. MANAGEMENT REPORT
2.1. SIGNIFICANT EVENTS
2010
Club Med saw growth in 2012, despite a deteriorating
climate in Europe
(in € millions)
Profitability maintained, providing further justification of
the business model
Disposals

Net income before taxes and non-recurring items up
7.3%
Net debt

Free cash flow structurally positive and growing

Solid financial structure that allowed early repayment of
the loan secured on the Cancun Yucatán Village’s assets

Successful opening of the Valmorel Village and its first
year of operation
2.2.2. Business review

Continued changes made to the Villages network in line
with the upscaling strategy: sale of 3 Villages (Méribel
Aspen Park, Lindeman Island and Bora-Bora) and
closure of 5 non-strategic Villages (Smir, Coral Beach,
Djerba Meridiana, Beldi and Nabeul)
BUSINESS VOLUME


Investments
(4)
Free cash flow
(44)
(5)
18
2011
2012
(50)
(50)
19
(6)
42
41
38
55
(197)
(165)
(118)
(4)
Investments disbursed (see statement of cash flows)
(5)
Net of grants and insurance settlements
(6)
Investments disbursed: (€50 million) and investments made:
(€59.8 million)
The Village Business Volume, which includes all sales
regardless of the Village operational method, and is therefore
the best business indicator, stood at €1,515 million, an
increase of 3.7% compared with 2011.
2.2. RESULTS
This indicator is even more relevant since it takes into account
the ‘asset-light’ strategy and the development of managed
2.2.1. Financial highlights for 2012
(in € millions)
Village Business Volume
(1)
2010
2011
2012
1,375
1,461
1,515
Villages.
Change
12 vs.
11
+3.7%
Group - Reported
Villages at constant
exchange rate
Village EBITDA
(3)
As a % of revenue
Village Operating Income
Management of Assets
Operating Income
Other Operating Income
and Expense
Operating Income
Net income/(loss) before
taxes and non-recurring
items
Net Income/(Loss)
Group revenue totaled €1,459 million for the year ended
October 31, 2012, with Village revenue up 2.2% at constant
Consolidated revenue
(2)
CONSOLIDATED REVENUE
1,353
1,423
1,459
+2.6%
1,359
1,416
1,447
+2.2%
107
126
126
8.0%
8.9%
8.7%
42
61
62
(14)
(24)
(26)
(15)
(11)
(14)
13
26
22
8
33
35
(14)
2
2
exchange rates.
CHANGE IN REVENUES 2012 VS. 2011 (REPORTED)
+1.0%
+7.3%
(1)
Total sales regardless of Villages’ operational method (as reported)
Includes €17 million, €14 million and €12 million in property
development revenue for 2010, 2011 and 2012 respectively
(3)
Village EBITDA: Village Operating Income before depreciation,
amortization and provisions
(2)
The increase in revenues includes positive volume and pricemix impacts of €8 million and €23 million respectively,
reflecting the growth in the business indicators.
28
2012 Annual Report
MANAGEMENT REPORT
LIKE-FOR-LIKE REVENUE BY OUTBOUND ZONE AND
BUSINESS
Change
(in € millions)
2010
2011
2012
12 vs.
11
+
2.7%
Europe - Africa
983
1,018
1,045.4
Americas
181
198
+ 4.5%
207
(1)
195
200
194.3
-2.6%
Villages
Real estate
development
1,359
1,416
1,447
+ 2.2%
17
14
12
- 11.9%
Group
1,376
1,430
1,459
+ 2.0%
Asia
(1)
The occupancy rate was up 0.8 points compared with 2011 to
stand at 68.7%.
RevPAB at constant exchange rates was up 2.1%, thanks
partly to the 1.8% increase in the average price to stand at
€139.3 per hotel day, and also to the 0.8-point increase in the
occupancy rate to stand at 68.7%.
Direct sales (internet, Club Med Voyages agencies, call
centers, franchises) were up 0.8 points on the previous year to
60.6% of total sales. The share of online sales increased by
1.8 points compared to 2011, standing at 20.5%.
Excluding Lindeman, Asia is up 2.8%
Village Revenue stands at €1,447 million, up 2.2% at constant
exchange rates compared with the previous year.
By region, Europe-Africa is up 2.7% thanks to market share
HOTEL DAYS
Hotel days - outbound zones
gains in a difficult environment, and the Americas continued
Outbound zones are regions that generate revenue (e.g.
their robust growth (+4.5%).
France, United Kingdom, Belgium, Canada, etc.).
Asia saw a slight fall of2.6%, which is due mainly to the impact
on the Australian market of the disposal of the 3-Trident
Village at Lindeman Island. Excluding Lindeman Island,
revenue for Asia is up 2.8% thanks to the 24% increase in the
number of Chinese customers over the year.
VILLAGE BUSINESS INDICATORS
Club Med customers (in
thousands)
of which 4/5-Trident
customers
Hotel Days sold (in
thousands)
Capacity (thousands of
hotel days)
of which 4/5-Trident
capacity
Occupancy rate
RevPAB
(1)
2011
2012
1,219
1,245
1,268
+ 1.9%
55.8%
65.1%
68.3%
+ 3.3
pts.
7,817
7,952
7,976
+ 0.3%
11,682 11,709 11,603
- 0.9%
133.0€ 136.8€ 139.3€
+ 3.6
pts.
+ 0.8
pts.
+ 1.8%
93.7€
97.3€
99.3€
+ 2.1%
58.9%
59.8%
60.6%
+ 0.8
pts.
54.8%
66.9%
per hotel day
Revenue per stay/hotel
days
% direct revenues
2010
Change
12 vs.
11
(2)
62.3%
67.9%
65.9%
68.7%
(in thousands of
hotel days sold)
2010
2011
2012
Europe - Africa
5,758
5,715
5,680
Chang
e 12
vs. 11
- 0.6%
Americas
1,171
1,303
1,353
+ 3.9%
Asia
889
934
943
+ 1.0%
Total
7,818
7,952
7,976
+ 0.3%
Hotel days - inbound zones
Inbound zones are where Villages are located and operated
(e.g.: France, Morocco, Italy, Mexico, etc.)
(in thousands of
hotel days sold)
2010
2011
2012
Europe - Africa
5,135
4,989
4,908
Chang
e 12
vs. 11
- 1.6%
Americas
1,633
1,859
1,953
+ 5.1%
Asia
1,050
1,105
1,115
+ 0.9%
Total
7,818
7,952
7,976
+ 0.3%
OCCUPANCY RATE
Occupancy rate by Trident category
(1)
Revenue per available bed: Business volume at constant exchange
rates excluding transportation and tours / capacity in beds
Thousands of hotel
days by destination
(2)
Direct sales on supervised networks (internet, Club Med Voyages,
call centers, franchises)
Club Med Villages welcomed 1,268,000 customers in 2012, an
increase of 1.9% over 2011 and a net gain of 23,000
customers, with the 4- and 5-Trident category seeing a net
gain of 57,000 customers. These upscale customers
represented 68.3% of all visitors in 2012 versus 65.1% in 2011,
an increase of 3.3 points after a 9.3-point rise between 2010
and 2011.
2010
2 and 3
Tridents
4 and 5
Tridents
Total
2011
Occupancy rate
2012
2010
2011
2012
3,631 2,946 2,688
68.8%
66.7%
67.9%
4,186 5,006 5,288
65.4%
68.7%
69.2%
7,818 7,952 7,976
66.9%
67.9%
68.7%
Capacity is 11.6 million hotel days, showing a slight decrease
of 0.9% due mainly to the permanent closure of 3-Trident
villages at Les Ménuires in France, Smir in Morocco, Coral
Beach in Israel and Lindeman Island in Australia.
2012 Annual Report
29
MANAGEMENT REPORT
Occupancy rate by region
than that of the vacations business, combined with the impact
of rising fuel costs on margins.
2010
2011
2012
Capacity
7,224
7,110
7,000
the previous year, representing 4.3% of revenue. The
Occupancy rate
71.1%
70.2%
70.1%
breakdown of Village Operating Income by region shows that
Village Operating Income stands at €62 million, up 1% on
Europe - Africa
total Village Operating Income for the Americas and Asia now
Americas
Capacity
2,693
2,800
2,882
represents over two thirds of the Group’s Village Operating
Occupancy rate
60.6%
66.4%
67.8%
Income
Capacity
1,765
1,799
1,721
The increase in Village Operating Income in the Americas is
Occupancy rate
59.5%
61.4%
64.8%
chiefly linked to the 4.5% increase in revenue, driven by strong
Asia
figure,
reflecting
Club
Med’s
strategy
of
internationalization.
growth in the region’s major markets: Brazil with 10,000
11,682
11,709
11,603
additional customers, the USA and Canada with 7,000 new
6,401
7,291
7,643
These countries currently have a more favorable economic
% of total
54.8%
62.3%
65.9%
environment. Moreover, this region continued to benefit from
Occupancy rate
66.9%
67.9%
68.7%
an increasing number of Europeans vacationing in Villages in
Total capacity
of which capacity in
4&5 T
customers, and, lastly, Mexico with 3,000 additional customers.
the Bahamas and the Caribbean.
RevPAB (at constant exchange rate)
at constant
exchange rate
in €/Hotel days
2010
2011
2012
Change Change
12/11
12/10
Europe - Africa
97.1
99.3
102.0
+ 2.7%
+ 5.1%
+ 8.9%
Americas
80.7
87.3
87.8
+ 0.6%
Asia
Total for
Villages
99.5
104.6
107.4
+ 2.7%
+ 8.0%
93.7
97.3
99.3
+ 2.1%
+ 6.0%
2&3T
77.8
75.6
77.4
+ 2.5%
- 0.5%
+ 4.5%
+ 6.0%
In Asia, growth in Greater China and all Southeast Asian
countries, combined with lower operating costs following the
disposal of the Village on Lindeman Island, has led to further
improvement in the Village Operating Income figure.
Village Operating Income in Europe-Africa fell by €7 million
compared to 2011, due to rising property costs and a
slowdown in sales occurring over the second six months of the
year.
4&5T
101.2
104.8
105.8
+ 1.0%
Core business
93.7
97.3
99.3
+ 2.1%
RESULTS BY REGION
Reported
Village EBITDAR
Village Operating
Income
(in € millions)
2010
2011
2012 2010 2011 2012
Europe - Africa
189
183
183
22
27
19,5
occupancy rate. It corresponds to the ratio of stay revenue
Americas
26
33
36
-3
5
8
(excluding transportation) to total capacity.
Asia
49
54
62
23
29
34,7
ANALYSIS OF OPERATING MARGINS
Sub-total
Villages
264
270
281
42
61
62
The RevPAB, or revenue per available bed, is the key
business indicator since it measures how well customers are
embracing the strategy taking into account the price effect and
€ millions
VILLAGE EBITDAR
(1)
% Revenue
VILLAGE EBITDA
2009
2010
2011
2012
254
264
270
281
% Revenue
19.8% 19.2% 19.4% 3.1% 4.4% 4.3%
18.9% 19.8% 19.2% 19.4%
(2)
% Revenue
VILLAGE OPERATING
INCOME
% Revenue
100
107
126
126
7.4%
8.0%
8.9%
8.7%
36
42
61
62
2.7%
3.1%
4.4%
4.3%
(1)
Village EBITDAR: Village Operating Income before rentals,
depreciation, amortization and provisions
(2)
Village EBITDA: Village Operating Income before depreciation,
amortization and provisions
Village EBITDA, which expresses operating profitability before
depreciation, amortization and provisions, is unchanged from
the previous year at €126 million. It stands at 8.7% of revenue.
It is down slightly on the previous year due to the increased
share of the transportation business, whose margin is lower
30
2012 Annual Report
MANAGEMENT REPORT
however, that our real estate costs in 2012 were lower than in
BREAKDOWN OF VILLAGE OPERATING INCOME
2010.
in € millions at constant
exchange rates
2010
2011
2012
VILLAGE OPERATING INCOME BY REGION
Revenue
1,359
1,416
1,447
EUROPE-AFRICA
Other income
9
5
4
Total income
1,368
1,421
1,451
Margin on variable costs
% Revenue
Fixed sales and marketing
costs
864
883
896
(1)
33.6%
62.4%
61.9%
(181)
(191)
(191)
Fixed operating costs
(416)
(425)
(435)
Real estate costs
(193)
(177)
(186)
(23)
(24)
(22)
51
66
62
Overheads
(1)
Adjusted to exclude insurance settlements
in € millions at constant
exchange rates
Revenue
Other income (including inter-
2010
2011
2012
983
1 017
1 045
16
14
15
Total income
999
1 031
1060
Margin / variable costs
575
573
579
regional income)
% Income
57.1%
(127)
(265)
(268)
(126)
(277)
Real estate costs
(147)
(134)
(141)
(16)
(17)
(16)
24
27
19
61
Translation adjustments
Village Operating Income 2011 at constant
5
exchange rate
Volume effect
Price-mix effect
Change in margin on variable costs
Fixed sales and marketing costs
Real estate costs
Overheads
Village Operating Income 2012
54.6%
(122)
Overheads
2011 reported Village Operating Income
55.6%
costs
66
27
4
exchange rates
(0)
Volume effect
(6)
Price-mix effect
12
9
13
(10)
(9)
2
62
27
6
1
(9)
Real estate costs
(7)
The improvement in margin on variable costs of €13 million is
Overheads
due to price-mix and volume effects. The volume effects vary
1
19
from region to region. The slight decrease of 0.5 points in this
margin on variable costs in relative value terms compared to
2011, at 61.9%, is due to changes in our transportation
AMERICAS
 The efforts we have made over the past four years to
in € millions at constant exchange
rates
Revenue
Other income (including interregional income)
60
71
75
optimize sales and marketing costs have continued to prove
Total income
240
269
282
their worth. Total fixed and variable distribution costs stand at
159
175
183
18.1% of revenue, compared with 18.7% in 2011, an
% Income
improvement of 0.6 points. This new fall in distribution costs
66.1%
65.4%
65.1%
as a percentage of revenue is due to lower fixed costs and a
business, which dilutes the margin.
Changes in principal costs are broken down as follows:
greater weighting of direct sales.
Real estate costs
2010
2011
2012
180
198
207
(29)
(32)
(31)
(105)
(113)
(119)
(23)
(22)
(22)
 Fixed operating costs (including all fixed costs relating to the
Overheads
(3)
(3)
(3)
management of Villages such as staff costs, energy costs,
(1)
5
8
maintenance/supplies, small hotel equipment and other fixed
charges) are up in absolute value terms. Reported in terms of
capacity, excluding the capacity of managed Villages, these
costs increased by 2.3% per hotel day. This increase was
primarily due to increases in energy costs, combined with the
effects of inflation, specifically on payroll.
 Real estate costs were up €9 million,, mainly reflecting the
impact of the non-renewal of rental savings negotiated with
some owners over the summer of 2011. It should be noted,
2012 Annual Report
31
MANAGEMENT REPORT
2.2.3. Consolidated income statement
4
exchange rates
1
Volume effect
9
(in € millions)
Group Revenue
5
(1)
8
Management of Assets Operating
Income
Other Operating Income and
Expense
1
Operating Income
Price-mix effect
(1)
(6)
2011
2012
1,423
1,459
42
61
62
(14)
(24)
(26)
(15)
(11)
(14)
13
26
22
(22)
(16)
(8)
3
1
1,6
(8)
(9)
(13,4)
(14)
2
2
Financial income/(expense)
Real estate costs
0
Investments in associates
Overheads
0
Income tax
8
Net income/(loss)
2010
1,353
(1)
Includes €17 million, €14 million and €12 million in property
development revenue for 2010, 2011 and 2012 respectively
ASIA
in € millions
at constant exchange rates
Revenue
Other income (including inter-
2010
2011
2012
Operating Income stood at €22 million, slightly down on 2011
195
200
194
due to rising costs recorded in Management of Assets
24
25
27
Total income
219
225
221
Management of Assets Operating Income stands at (€26
130
135
134
million), primarily including (€32 million) in costs relating to the
59.3%
60.0%
60.7%
(30)
(32)
(34)
(45)
(45)
(40)
(23)
(21)
(22)
Overheads
(3)
(3)
(3)
29
34
35
regional income)
% Income
costs
Real estate costs
Operating Income and Other Operating Income and Expense.
disposal of non-strategic Villages.
Other Operating Income and Expense was (€14 million) and
refers mainly to restructuring costs of (€10 million).
NET INCOME BEFORE
RECURRING ITEMS
in € millions
29
exchange rates
5
34
TAXES
AND
NON-
2010
2011
2012
Net income before taxes and
non-recurring items
8
33
35
Capital gains on sale of assets
1
6
22
(8)
(20)
(32)
Price-mix effect
(2)
Impairment / write-off /
deconsolidation of Villages /
other
(1)
Restructuring costs
(7)
(8)
(10)
(2)
Net income before taxes
(6)
11
15
Income tax
(8)
(9)
(13)
Net income/(loss)
(14)
2
2
Volume effect
Real estate costs
Overheads
1
5
(1)
0
35
Net Income before taxes and non-recurring items increased to
€35 million, having increased fourfold between 2010 and 2011.
Fiscal 2012 continued to record the impact of non-recurring
items related to completion of upscaling work, in order to
achieve the strategic objective of two thirds of capacity in 4and 5-Trident Villages. These non-recurring items primarily
include the following costs:
 (€32 million) in disposal costs, essentially for 8 Villages not
suitable for the upscaling strategy,
 (€10 million) in restructuring costs.
Furthermore, these non-recurring costs are partially offset by
the results recorded from the disposal of securities and
Villages, notably the Méribel Aspen Park Village.
32
2012 Annual Report
MANAGEMENT REPORT
Lastly, the €13 million of corporate income tax includes €3
million in taxes on disposals made during the year.
Equity and liabilities
Equity capital and minority
interests
Provisions
Net income is unchanged from 2011 at €2 million.
OTHER INCOME STATEMENT ITEMS
FINANCIAL INCOME/(EXPENSE)
2010
2011
2012
(11)
(6)
(7)
(10)
(10)
(6)
Interest expense
Disposal of securities &
provisions
Foreign-exchange
differences and other
Financial
income/(expense)
(21)
(16)
(13)
1
3
4
(2)
(3)
1
(22)
(16)
(8)
Average net debt
(265)
(215)
(168)
Calculated cost of debt
Cash cost of debt (excl.
IFRS impact)
8.1%
7.6%
7.7%
6.5%
7.1%
6.7%
10.11
10.12
516
512
522
48
50
51
Deferred taxes, net
30
29
27
Working capital
230
219
240
Net debt
(in € millions)
OCEANE 2010 & 2015 /
ORANE
Other interest expense
10.10
197
165
118
Total equity and liabilities
1,023
976
955
Gearing
Working Capital / Village
Revenue
Capital employed*/Village
Revenue
38.2%
32.2%
22.6%
17.2%
15.5%
16.6%
59%
54%
49%
* Capital employed: Fixed assets net of government grants - Working Capital
Fixed assets net of government grants fell €21 million
compared to October 2011, principally due to disposals and
depreciation being higher than the €60 million in investments,
of which €50 million was disbursed over the fiscal year.
Capital employed now stands at 49% of revenue, while it stood
The financial loss of €8 million is a significant improvement
compared to 2011 for three reasons:
 interest expense fell by €3 million, thanks to the drop of€47
million in average net debt, from €215 million in 2011 to
€168 million in 2012;
 foreign-exchange differences, which refer mainly to the
difference between the hedged prices and actual prices for
the year, and are therefore not easily comparable from one
period to the next, were positive in fiscal 2012;
 financial income benefited this year from €4 million related to
the sale of securities and reversal of provisions, which are
included in non-recurring items.
at 59% in 2010, reflecting the Group’s lower capital intensity.
Equity capital is up to€522 million, owing to the net income for
2012 and a positive exchange rate impact of €8 million.
Working Capital, which is a resource for the Group, stands at
€240 million. It is now 16.6% of revenue, an improvement of
one point compared to 2011.
Net debt is down very sharply at €118 million, and the gearing
ratio has fallen 10 points to22.6%.
CASH FLOWS FROM 2004 TO 2012 (in € millions)
2.2.4. Consolidated statement of financial
position
Assets
Property, plant and
equipment
Intangible assets
Non-current financial assets
Total non-current assets
Government grants
Total assets
10.10
10.11
10.12
874
838
815
86
79
80
100
92
90
1,060
1,009
985
(37)
(33)
(30)
1,023
976
955
Over the period 2004-2012, the implementation phase of the
upscaling strategy, disposals made by the Group offset
investments. The Group was able to finance the entire
upscaling of its Villages through disposals.
2012 Annual Report
33
MANAGEMENT REPORT
2.2.5. Capital resources
STATEMENT OF CASH FLOWS
(in € millions)
Net cash from operating
activities (statement of cash
flows)
Interest expenses paid
2010
2011
2012
67
69
63
17
21
11
reported (in € millions)
2010
2011
2012
Net Income/(Loss)
(14)
2
2
Other
(3)
(1)
(3)
Depreciation
69
67
66
Other
(5)
(2)
(11)
Net cash flows from operating
activities
81
89
71
Cash flow
Change in working capital
and provisions
Net cash from operating
activities
50
67
57
INVESTMENTS
17
2
6
(in € millions)
2010
2011
2012
67
69
63
(50)
(50)
Net Investments
Property, plant and
equipment
(30)
(43)
(41)
(8)
(5)
(7)
(1)
Capital expenditures
(44)
Disposals
18
19
42
Free cash flow
41
38
55
and other
1
(6)
(8)
Reduction in net debt
42
32
47
(1)
Intangible assets
Financial
Total net investments
(6)
(2)
(2)
(44)
(50)
(50)
(2)
(1)
Net debt at start
(239)
(197)
(165)
Net debt at end
(197)
(165)
(118)
Net of government grants and insurance settlements (€6 million in
2010)
Investments disbursed: (€50 million); Investments made: (€59.8
million)
(2)
The main investments during the year were made on Club
Free cash flow excluding
disposals and related costs
(1)
27
26
36
Net of insurance settlements and government grants
Med 2 (€7 million) and the Villages of Sandpiper Bay (€5
million), Yasmina (€4 million), Rio Das Pedras (€3 million) and
Cherating (€3 million).
Net cash from operating activities stands at €63 million. This
slight decline compared to 2011 is primarily due to payments
DISPOSALS
related to Village deconsolidation costs of €21 million in 2012
(in € millions)
versus €6 million in 2011.
Disposals
Deconsolidation
Free cash flow, or cash flow available after taxes and financing
2010
2011
2012
14
17
39
costs, measures the cash flows generated by operating assets.
Other
4
2
3
It is made up of cash generated by operations and
Total disposals
18
19
42
investments net of disposals. Given the €50 million of
investments disbursed in 2012 and the €42 million of proceeds
Disposals stand at €42 million and consist primarily of the sale
from disposals, free cash flow stands at €55 million. It has
prices of the Village of Méribel Aspen Park for €20 million, as
been structurally positive for the past three years and grew
well as of the Villages of Lindeman Island and Bora-Bora and
compared to 2011.
of investment securities.
Excluding
the
impact
of
disposals
and
Village
deconsolidation costs, free cash flow of €36 million also
experienced strong growth compared to 2011.
INFORMATION ON THE GROUP’S NET DEBTS
Net borrowings at October 31, 2012 break down as follows:
10.10
10.11
10.12
covenants
Liquidity
291/155(3)
172
158
-
Net debt
(197)
(165)
(118)
-
1.69
1.21
0.86
< 3.0
1.59
1.76
1.7
> 1.40
18x
19x
25x
38.2%
32.2%
22.6%
Net debt was down sharply to (€118 million) in 2012 versus
(€165 million) in 2011 and (€197 million) in 2010, and the
gearing ratio fell 10 points to 22.6%, illustrating the
improvement in the Group’s financial structure.
Net cash generated from operating activities in the statement
of cash flows is reconciled with the cash flows from operating
activities in the consolidated statement of cash flows as
follows:
Net debt / Bank
EBITDA(2)
(3)
Bank EBITDAR /
(Interest + rentals)
Bank EBITDAR(3)/
Adjusted financial
expense(4)
Gearing
< 100%
(1)
€291 million at 10/31/2010 and €155 million following OCEANE redemption
on 11/01/2010
34
(2)
Bank EBITDA = EBITDA Village net of credit card fees
(3)
Bank EBITDAR = EBITDAR Village net of credit card fees
(4)
Financial expense adjusted for IFRS for OCEANEs
2012 Annual Report
MANAGEMENT REPORT
A detailed analysis of liquidity and debt is given in Note 19.5 to
the consolidated financial statements.
2.2.6. Owned real estate portfolio
Net book
Net book
value at
value at
(1)
(1)
10/31/11
10/31/12
During the year, the Group worked to reduce its debt and
improve its liquidity, both in amount and in maturity. As such,
Club Méditerranée repaid on May 31, 2012 the loan secured
I. Assets held for sale
37
12
II. Assets secured by dedicated loans
112
70
from the syndicated line of credit stood at €20 million.
III. Assets that could be refinanced in
the near term
132
188
INFORMATION ON THE CONDITIONS OF BORROWING
IV. Other Village assets
390
379
AND THE FINANCING STRUCTURE
Total owned Village property, plant
and equipment
671
649
In light of its improved financial position, Club Méditerranée
(1) net of government grants
decided on May 31, 2012 to repay the €50 million loan
(2) Assets used as security for the syndicated credit facility of €100
million (total net book value: €74 million) are included in “Other Village
assets” since only 20% of the line is drawn down at October 31, 2012
and assets may, subject to the Banks’ prior agreement, be substituted
for other assets of at least equivalent market value.
by the Cancun Yucatán Village’s assets originally maturing in
May 2017 in the amount of €50 million. At October 31, 2012,
the Group’s liquidity stood at €158 million and the drawdown
secured by the assets of the Cancún Yucatán Village ahead of
schedule. This transaction will reduce the Group’s gross debt
and optimize its cost of financing.
INFORMATION CONCERNING ANY RESTRICTIONS ON
THE
USE
OF
CAPITAL
THAT
SIGNIFICANTLY
INFLUENCED OR COULD SIGNIFICANTLY INFLUENCE,
(2)
Club Méditerranée has €188 million of assets spread over a
number of Villages that could be subject to financing or
refinancing transactions.
DIRECTLY OR INDIRECTLY, THE GROUP’S OPERATIONS
Bank credit or syndicated credit may contain early repayment
2.3. OUTLOOK FOR 2013
clauses, in particular in cases of a breach of covenants or
disposals. Debt covenants (the most restrictive) are detailed in
Note 19.5.2 to the consolidated financial statements (“Liquidity
2.3.1. Capacity Winter 2013
risk of financial liabilities and covenants”).
(in thousands of
hotel days)
It should also be noted that the Group may, from time to time,
2 / 3 Tridents
be subject to certain legal or financial restrictions limiting or
4 / 5 Tridents
2013
vs. 2012
Winter
2011
Winter
2012
Winter
2013
31%
27%
24%
- 3pts
76%
+ 3pts
69%
73%
restricting financial flows to the Parent Company. However,
the impact of these restrictions is considered to have little
significance (see Note 19.5.1 to the consolidated financial
statements).
Europe - Africa
2,875
2,909
2,752
- 5.4%
Americas
1,475
1,539
1,557
+ 1.1%
971
941
882
- 6.3%
5,321
5,389
5,191
- 3.7%
Asia
LIQUIDITY AND EXPECTED FUNDING SOURCES NEEDED
TO HONOR THE GROUP’S COMMITMENTS
In total, the capacity was deliberately adjusted downward in
The Group has the necessary liquidity (available cash and
bank lines) to meet its operating cycle and its investment plan
for the next 12 months.
to
the
consolidated
financial
statements
(“Commitments”).
CONTRACTUAL OBLIGATIONS
See Note 18 to the consolidated financial statements:
“Borrowings and other interest-bearing liabilities, Analysis of
gross debt by maturity”.
In the deteriorating economic climate in Europe-Africa, the
 the permanent closure of the Méribel Aspen Park and Coral
The Group’s off-balance-sheet commitments are described in
29
Winter 2013 by 3.7% compared to the previous Winter.
downward capacity adjustment of 5.4% is due to:
OFF-BALANCE-SHEET COMMITMENTS
Note
TOTAL
Beach Villages;
 the extension of the temporary closure policy of some
Villages in North Africa;
 voluntary optimization of opening times for seasonal Villages
in low season;
 the opening of a new 4-Trident Ski Village in Pragelato
Vialattea, Italy, on December 16, 2012.
In the Americas, capacity is up slightly by 1.1% due to the
return to full capacity of the Sandpiper Bay Village in Florida,
following the completion of upscaling works.
In Asia, the sale of the 3-Trident Village on Lindeman Island
explains the drop in capacity of 6.3%.
2012 Annual Report
35
MANAGEMENT REPORT
For Summer 2013, Club Méditerranée also plans to adopt a
prudent approach and anticipates a slight drop in capacity
CAUTION FOR 2013 IN THE FACE OF UNCERTAINTY
worldwide, but with variations by region: -6.2% in Europe-
In a difficult economic climate in Europe, especially in France,
Africa but +16.5% in Asia with the opening of Guilin in China.
the Group decided on the following:
 capacity for Winter 2013 was deliberately adjusted to -3.7%
2.3.2. Winter 2013 bookings (vs. Winter
2012) at December 1, 2012
compared to the previous Winter. For Summer 2013, given an
uncertain economic climate in Europe-Africa, the capacity of
this region was also reduced by 6.2%;
Total
at December 1,
2012
last four weeks
Europe - Africa
- 0.8%
- 5.1%
maintenance of the Village network. Financial investment of
Americas
+ 7.2%
+ 8.1%
around another €10 million could be envisaged in order to
Asia
+ 5.0%
+ 7.2%
speed up development in some high-growth countries (Brazil,
+ 10.4%
+ 14.3%
+ 1.1%
- 0.6%
(at constant
rates)
Asia excluding
Island
exchange
Lindeman
Total Club Med
 investments will remain stable compared to 2012, in the
region of €55 million as part of the continued upscaling and
Total bookings to date are up 1.1% on Winter 2012. At the
same time in the previous year, two thirds of Winter bookings
had been made.
Russia);
 Village optimization costs recorded in Management of
Assets Operating Income should decrease significantly due to
the completion of the upscaling.
With this in mind, the Group’s free cash flow should be positive
in 2013.
Europe-Africa shows only a slight decline of 0.8% in orders.
This includes a 38% fall for Club Med Business in France, a
drop that must be put into perspective following a record
Winter 2012, given it was almost 13% higher than the average
2.3.3. STRATEGIC OUTLOOK
of the three previous Winters.
2015:
Excluding Club Med Business in France, bookings were up
CAPTURE GROWTH IN THE UPSCALE ALL-INCLUSIVE
1.2% in Europe-Africa, including growth of 1.2% in the
VACATIONS MARKET
Individual segment in France. Translated into numbers of
ENTERING
A
NEW
STAGE
IN
THE
INTERNATIONALIZATION OF CLUB MED IN ORDER TO
customers, this France figure is -3%, which compares with a
 Speeding up progress in high-growth markets
France Individuals market that was down 10.3% over Winter
With growth remaining steady in major markets with high
2013 according to data published by CETO (Tour Operator
potential such as China, Brazil and Russia, Club Med has set
Study Group) to the end of October.
a new objective: to have one third of its customers from high-
Furthermore, due to some of the Easter vacation being shifted
growth markets by the end of 2015. In this respect, China will
into May, Club Méditerranée and the rest of the French market
will witness a negative effect at the end of the winter, which
play a major role by becoming the second-largest market for
Club Med by the end of 2015, with 200,000 customers, five
will be offset next summer.
Villages (including Guilin, the second 4-Trident Village, which
Growth of 7.2% in the Americas and 5% in Asia is supported
development of a new brand by Club Med adapted to suit the
by a more favorable economic climate in these regions, based
Chinese market. It will consist of upscale high-capacity hotel
in particular on the dynamism of high-growth countries,
resorts tailored to the needs of urban Chinese customers who
primarily Brazil and China. Excluding Lindeman Island, growth
want to spend long weekends in a natural environment while
in Asia is 10.4%.
remaining close to major cities. This offer will also be tailored
will welcome its first customers in spring 2013) and the
to business customers wanting to organize seminars.
 Continue to win market share in mature markets,
including France, by strengthening premium distribution, by
changing the pricing policy with a family offer now including no
charge for children under six years of age, and by offering new
products (new Club Med Discovery tours, new cruises on the
Club Med 2).
 Highlighting the uniqueness of the Club Med brand
At the beginning of 2013, Club Med will launch its new global
campaign to strengthen its brand awareness, attract new
customers and build their loyalty.
In addition, to speed up its international expansion, Club Med
continues to develop new distribution methods and has set the
36
2012 Annual Report
MANAGEMENT REPORT
objective of a fourfold increase in the number of Club Med
concessions (shops in shops) and franchises by the end of
2015 (from 50 to 200).
 Optimizing the business model
Club Med is going further in its upscaling with the aim of
having three quarters of its capacity in 4- and 5-Trident
Villages in 2015, with new openings from 2013 onwards like
Pragelato Vialattea in Italy, Belek in Turkey and Guilin in China.
These new Villages will increase the proportion of permanent
Villages (or those with a long season) that have a large
capacity.
The majority of ongoing developments are carried out
according to the management contract model with a view to
speeding up the ‘asset-light’ strategy, improving return on
capital employed and balancing the Villages portfolio.
2.3.4. SUBSEQUENT EVENTS
There were no significant events after the close of the fiscal
year.
2.3.5. OTHER INFORMATION
DEPENDENCE ON PATENTS OR SUPPLY CONTRACTS
None
EXCEPTIONAL EVENTS, CLAIMS AND LITIGATION
In fiscal 2012, there were no governmental, legal or arbitration
proceedings which may have or have recently had significant
effects on the financial position or profitability of the Company
and/or Group, excluding those outlined in Section 2.4.4.
ITEMS LIABLE TO HAVE AN IMPACT IN THE EVENT OF A
PUBLIC
OFFERING
(ARTICLE
L.225-100-3
OF
THE
FRENCH COMMERCIAL CODE)
As part of its financing, Club Méditerranée has a syndicated
credit line which includes creditors’ entitlement to early
repayment in the event of a change of control of Club
Méditerranée (see subsection 2.2.5. “Capital Resources” of
this Management Report and Note 18 to the Consolidated
financial statements).
RELATED-PARTY TRANSACTIONS
There are no transactions between related parties other than
those described in Note 28 to the Consolidated financial
statements.
2012 Annual Report
37
MANAGEMENT REPORT
2.4. RISK FACTORS
WEATHER RISK
Club Méditerranée’s corporate risk management policy is
designed to effectively protect the interests of shareholders,
customers and the environment. This policy resulted in the
2011 revision of the mapping of key operational risks, which
prioritized issues according to their frequency and economic
The Group’s vacation Village operations are particularly
sensitive to occasional weather events. They may also be
affected by more general adverse weather conditions such as
too little snow in winter, or too much rain in summer.
impact for the Group. It is complemented by the use of
The Group is also subject to major weather risks such as
geographical risk tables updated every six months by the
natural disasters (e.g. hurricanes or cyclones in North America
Internal Audit Department. Following a review of its risks, Club
and the Caribbean, tsunamis in Indonesia, etc.).
Méditerranée believes that there are no significant risks other
than those presented below.
The major weather risks represented by natural disasters
(hurricanes, cyclones etc.) are covered by the Group’s
insurance policies, with the stipulation that any operating
2.4.1. Risks
activities
related
to
the
Group’s
losses resulting from natural disasters are covered when
damage is caused to property.
This risk was highlighted in 2010 with the volcanic ash cloud
and in 2011 with the tsunami in Japan.
GLOBAL ECONOMIC RISK
Club Méditerranée is leading global provider of all-inclusive
vacations and is present in over 40 countries.
RISKS RELATED TO SEASONALITY
The Group makes a significant portion of its sales during the
winter and summer vacations. It follows that the negative
Economic slowdowns in the regions where the Group does
impact on the Group of any event occurring over these periods
business adversely affect demand for leisure activities in
is amplified.
general and for vacation travel in particular. The Group is
exposed to the consequences of economic crises and
reductions in consumer spending, which means fewer visitors
to the Group’s vacation Villages resulting in a fluctuation in
business volume. These effects are mitigated by the flexibility
RISKS RELATED TO ACTS OR THREATS OF
TERRORISM, RISKS OF WAR OR OTHER ADVERSE
POLITICAL EVENTS
of the Group’s business model under which its operating costs
The Group’s presence in over 40 countries increases its
have steadily improved in recent years.
exposure to geopolitical risks and the threat of terrorism.
RISKS RELATED TO COMPETITION
The Group’s strategy aimed at limiting its exposure to these
risks is based on:
The Group operates in highly competitive markets, where the
- the interchangeable nature of customer flows, which is a
distinguishing factors are brand recognition, corporate image,
natural consequence of the Group’s international presence
and the price and quality of the services offered. Although the
and the location of its operations in different regions;
Group aims to raise its brand recognition continuously through
advertising and promotional activities and the excellence of its
- more flexible operational methods in vacation Villages, such
services, it faces increasing competition in its various business
as management contracts, in areas particularly exposed to
regions.
these risks;
In addition, the Group’s priority is to become the worldwide
- crisis management systems that are continuously adjusted
specialist for upscale, friendly and multicultural all-inclusive
based on lessons learned from experience;
vacations, thereby increasing Club Med’s differentiation and
- enhanced site safety including closer monitoring of those
positioning in a market niche that is harder to penetrate.
entering and leaving each Village.
However, this specialist position could be challenged by a
brand-name, vacation club competitor also offering upscale,
These measures aim to protect assets and people, while
all-inclusive vacations.
ensuring the sustainability of operations.
SUPPLIERS AND SUPPLY RISKS
The Group’s purchasing policy, implemented in the Country
Offices, centers on the notion of responsible procurement,
including compliance by suppliers with local regulations
(customs, combating clandestine work, respect for labor laws,
etc.) and environmental protection. These principles of
responsibility are laid down in the Ethics Charter and are
subject to a specific contractual clause included in all new
contract templates.
38
2012 Annual Report
MANAGEMENT REPORT
In
defining
procurement
strategies,
the
Purchasing
Department also takes into account Club Med’s risk of
dependence on certain strategic suppliers as well as, in the
French market for example, a systematic assessment of the
financial health of major suppliers.
The Green Globe certification process also helps to strengthen
the quality control of environmental regulation monitoring in
countries where our Villages are located, and to comply with
these regulations. No environmental compensation arising
from court judgments were booked in the fiscal 2012 financial
statements of the Club Méditerranée Group.
QUALITY RISKS / REPUTATIONAL RISKS
Club Méditerranée is deeply concerned with customer
satisfaction and providing high-quality products and services.
The Quality Department and its contacts in the Business Units
have established quality standards to ensure consistency of
delivery as well as tools for measuring customer satisfaction.
This process is detailed in the Chairman’s report on internal
control and risk management procedures.
Additional information on the Group’s sustainable development
practices are given in chapter 3 of this document, “Sustainable
Development”.
SAFETY OF ASSETS AND PERSONS/ RISKS
RELATED TO GLOBAL HEALTH DISASTERS SUCH
AS EPIDEMICS
Over the years, Club Med has developed a high degree of
expertise in preventing risks related to the health, safety and
2.4.2. Risks related to the environment,
hygiene and safety
security of its customers and employees, as well as in crisis
ENVIRONMENTAL
implement appropriate solutions to manage said risks.
RISK
PREVENTION
AND
MANAGEMENT
management. Village audits are conducted regularly so as to
identify risks to the safety of people and assets and in order to
The duties and responsibilities of the Health, Safety and
The main potential risks to the environment associated with
Club Méditerranée’s business focus on the management of
waste and wastewater from vacation Villages as well as on
Security Department in charge of these specific risks are
described in subsection 4.4.2 of the Chairman’s report on
internal control and risk management procedures.
technical facilities and the storage of hazardous products.
The outbreak of an epidemic or the fear that this could happen
Prevention processes and regular checks by the technical
are likely to have a negative effect on the number of people
teams enable these risks to be managed. Sustainable
vacationing in the Group’s Villages. A business continuity plan
certification (Green Globe, EarthCheck or European Ecolabel),
has thus been defined by the Group to minimize the risk of
whose rollout is planned for 2015 across all the Group’s
disruption to services in the event of an epidemic.
Villages consolidates the environmental risk prevention
process since it includes criteria covering all these risks and is
RISKS RELATED TO CHANGES IN AVAILABILITY
subject to annual audits (see chapter 3 “Sustainable
OR PRICE OF RAW MATERIALS AND ENERGY
Development”).
Due to the restricted nature of these risks, no environmental
RAW MATERIALS / ENERGY
provisions or guarantees have been recognized in the fiscal
The various projects undertaken by the Technical Department
2012 financial statements.
and the presence of a Technical Manager in every Village
RISKS RELATED TO REGULATORY CONSTRAINTS
enables the Group to gradually reduce energy consumption in
its Villages. The “Tech Care” reporting system ensures
IN TERMS OF PREVENTION AND COMPLIANCE
centralized management with detailed data by Village.
Risks related to regulatory changes (described in subsection
Training for teams and customer awareness, which have both
2.4.4
been strengthened as part of the rollout of Green Globe, also
“Legal
Risks”)
specifically concern
environmental
regulations, which cover many areas and are constantly
contribute to improved consumption management.
changing throughout the world, sometimes resulting in
contradictory regulations from one country to another.
2012 Annual Report
39
MANAGEMENT REPORT
FUEL
RISK OF FRAUD
As the Group is not an air carrier, it has no direct exposure to
Given the diversity of its worldwide locations, its culture, and
oil-price risk.
its values, Club Méditerranée has established rules and codes
The risk associated with fuel surcharges charged by airlines is
limited. The general conditions of sale for package deals
include customer rebilling measures when permitted by the
applicable regulations in the country concerned.
of conduct that have been widely communicated to employees
through an Ethics Charter (see subsection 4.4.1 of the
Chairman’s report on internal control and risk management
procedures).
Over and above the various checks carried out by the Finance
Department, the Internal Audit Department is also part of the
2.4.3. Organizational risks
fight against fraud (see subsection 4.4.1 of the Chairman’s
report on the objective of internal control).
By encompassing all of the Company’s operational procedures,
the internal control system described in subsection 4.4.2 of the
procedures helps manage the organizational risks that could
have a significant impact on the Group’s ability to achieve its
targets or manage its assets.
The Internal Audit Department is tasked with evaluating the
quality of the internal control system established for the
organizational risks outlined below. When it comes to specific
health and safety risks, targeted audits are conducted directly
by the Health, Safety and Security Department.
Organizational risks can be grouped into the following
categories:
ACCOUNTING AND FINANCIAL RISKS
The books are kept locally by teams trained to apply the
international financial reporting standards (IFRS) adopted by
the Group. The Accounting Department plans and organizes
all of the Group’s accounting work.
During internal audits, any potential fraud risks identified (e.g.
related
to
managing
access
to
information
systems,
supervision of cash settlements in Villages, etc.) are
systematically audited and the relevant teams are made aware
of the preventive actions to be implemented.
Furthermore, the risk of corruption (as measured by the
Corruption Perceptions Index of civil society organization
Transparency International) is one of the criteria used to plan
the work of the internal auditors.
RISKS RELATED TO HUMAN RESOURCES
Through its Ethics Charter in particular, Club Méditerranée has
defined and communicated principles of conduct and behavior
to promote a set of informative and preventive measures
applicable to the health, safety, comfort and proper conduct of
its employees.
INFORMATION SYSTEMS RISK
Given the importance of system reliability and to minimize the
The reliability of financial information and verification of risk
risks of system downtime, Club Med has implemented a
control in this area are ensured through:
technical and operational system which is described in the
- a customized accounting and management software package
used by all Country Offices and Group Villages;
- Group procedures;
- monthly checks by the Group’s Finance Department at
several levels (Headquarters, Business Units, Country Offices,
Villages and Sales Offices);
- the work of the Internal Audit Department.
- the work of the Statutory Auditors.
This internal control system is detailed in the Chairman’s
report on internal control and risk management procedures.
procedures.
RISKS RELATED TO THE GEOGRAPHICAL
LOCATION OF SUBSIDIARIES
All managerial staff have been educated on the various types
of operational risk. Responsibility has been delegated to them
on a segment / geographical basis so that decisions can relate
more closely to the issues and realities on the ground.
In addition, our subsidiaries outside France are required to
apply our general policies and comply with our procedures.
They are also encouraged to share experiences and best
Every six months, the Audit Committee reviews the financial
practices in the areas of business, the environment and
statements and verifies the reliability of financial information.
human resources. In this regard, the consolidation of
subsidiaries by region (Business Units) encourages uniform
methods across the Group. Club Méditerranée SA also
ensures that our subsidiaries comply with local regulations.
40
2012 Annual Report
MANAGEMENT REPORT
- Following the sale of Jet tours in 2008, the buyer objected to
2.4.4. Legal risks
the sale price, which it considered too high. In January 2010,
REGULATORY RISK
the buyer sued Club Méditerranée and its subsidiary Hôteltour,
Due to the nature of its business and its presence in a large
believes that the buyer’s action is unfounded. On March 30,
number of countries, the Group is subject to varied, changing
2012, the Nanterre Commercial Court dismissed all the
and
sometimes
contradictory
seeking compensation for the alleged harm. The Group
laws
and
regulations
in
numerous areas (safety, health and environment, tourism,
buyer’s claims. The buyer appealed on May 9, 2012.
transportation, taxation, etc.). The application of these laws
- In fiscal 2011, a company that acquired a property complex
and regulations can be a source of operating difficulties and
in Italy from the Group in 2005 took Club Méditerranée SA to
can lead to disputes with suppliers, owners, staff and even
court in order to obtain the revocation, cancellation or
local authorities.
termination of the sale contract.
Changes in laws and regulations applicable to the Group’s
Aside from the above disputes and those for which provisions
entities in countries of operation may in some cases restrict
our ability to grow. They may also involve significant
compliance costs which could negatively impact the Group’s
results and outlook.
LITIGATION RISK
have already been booked, there are no other governmental,
court or arbitration proceedings, including any proceedings of
which the Company is aware that are pending or threatened,
which could have, or have had in the past 12 months, a
significant impact on the financial position or profitability of the
Company and/or Group.
The Group is party to a certain number of disputes and could
in the future be involved in litigation. Under such litigation, it
may be forced to pay damages and interest. In addition to the
reputational harm resulting from an adverse court judgment,
these payments could negatively affect the Group’s results
and financial position.
2.4.5. Insurance – risk coverage
Club Méditerranée’s risk management policy is part of a
dynamic process: from the systematic and centralized
identification of risks to the implementation and coordination of
As soon as the risks identified and proven can be sufficiently
insurance as part of worldwide programs, the organization of
reliably evaluated, provisions are made taking into account the
prevention and protection of assets and persons, and the
nature of the business and its location. The estimate for these
deployment of a global crisis management structure. Club
risks is detailed in Note 16 to the consolidated financial
Méditerranée has identified no significant risks not covered by
statements in this Annual Report.
insurance policies.
The estimation of these risks was analyzed by management,
The worldwide organization of financial coverage depends
who considered that as at the reporting date, the various
primarily on the transfer of these risks to the insurance
disputes did not call for allocations to provisions other than
markets in reasonable financial conditions, as part of the
those already observed and mentioned in Note 16 to the
insurance available in these markets in terms of guarantees
consolidated financial statements in this Annual Report.
Provisions have therefore not been made for the following
significant disputes:
and coverage limits, without using a captive insurance or reinsurance company.
Deductible amounts charged to the Group’s companies are
consistent in particular with optimizing the ratio of coverage to
- The Société Martiniquaise des Villages de Vacances (SMVV)
overall risk cost.
received grants from the European Regional Development
The financial stability of our insurance partners is regularly
Fund (ERDF) for the renovation of the Boucaniers Village in
verified. Overall, the main worldwide players participating in
2003-2004. This project was audited by the European Court of
major insurance programs of the Group are: Marsh (world
Auditors, which considered that it was not eligible for an ERDF
leader in insurance brokerage), Generali (for the Third-Party
grant. In 2011, the European Commission ordered the French
Liability program) and ACE (for the Damages program) in
government to repay the ERDF grant in the amount of €12.5
partnership with the London market.
million. The French government sought an annulment of said
The main global insurance programs are as follows:
ruling before the General Court of the European Union. The
General Court of the European Union upheld the ruling against
the French government. The French government filed an
appeal against this decision on March 5, 2012. As a last resort,
the French government could ultimately require SMVV to
reimburse it for this sum.
- Global Third-Party Liability program with respect to
customers and third parties in general, renewed on November
1, 2012 with Generali. To reduce our exposure to risks, in the
interests of our customers, we have set up reporting systems
providing detailed and summary information by Village,
country and region, on the number and circumstances of
claims, as well as the related cost. This information ensures
2012 Annual Report
41
MANAGEMENT REPORT
that immediate action is taken to implement preventive and
referencing purposes, we shall make several references to this
safety measures;
Note.
- Damages / Business Interruption Program: The “All Damages
MARKET RISK
(except those expressly mentioned)” benefits are paid up to
the amount of insured capital; “Business Interruption” benefits
cover the discounted gross margin of the Group’s companies,
in accordance with the analysis of Maximum Claim Possible
and for maximum insurance coverage of €100 million per claim.
The program was renewed in 2012 with ACE and with key
insurers of Club Méditerranée;
- in addition to insuring our own risks, we offer all of our
Note 19 to the consolidated financial statements covers:
- Currency risk (Note 19.1)
- Interest rate risk (Note 19.2)
- Equity risk (Note 19.3)
CREDIT AND COUNTERPARTY RISK
customers throughout the world extensive assistance cover
purchased from Europ Assistance.
Note 19.4 to the consolidated financial statements covers
credit and counterparty risk of sales, investments and
2.4.6. Financial risk management
In the normal course of business, the Group is exposed to
various financial risks, including market risk (particularly
currency risk and interest rate risk), credit risk and liquidity risk.
The Group may use derivative financial instruments to hedge
currency risks arising in the course of its business and interest
rate risks on floating-rate debt.
In practice, these instruments are used primarily to hedge
currency risks on forward transactions. The Treasury and
derivative instruments.
LIQUIDITY RISK
Liquidity risk is managed by using diversified sources of
financing.
At October 31, 2012, Club Méditerranée had total liquidity of
€158 million.
Section 2.2.5 of this Management Report details the Group’s
cash management.
Financing department identifies, assesses, manages and
Note 19.5 to the consolidated financial statements also
hedges financial risks centrally in accordance with the policies
presents detailed information of the Group’s liquid positions,
approved by the Audit Committee.
the financial liabilities of the Group by maturity and the debt
Note 19 to the consolidated financial statements presents
covenants belonging to different financing arrangements.
details on the financial risk management policy. For cross-
42
2012 Annual Report
MANAGEMENT REPORT
2.5. PARENT COMPANY
The Parent Company of the Club Méditerranée Group is Club Méditerranée SA. As well as acting as the Group holding company,
Club Méditerranée SA markets and operates Villages under the Club Med brand in France and abroad.
Consequently, its financial results and their year-on-year change express the Group’s performance only partially and do not reflect
the same trends as the consolidated financial statements.
Club Méditerranée SA ended fiscal 2012 with a net loss of €4 million, compared with a net profit of €7 million for the year ended
October 31, 2011.
The accounts are presented in chapter 5 of this document, “Financial Statements”.
Information on trade payment terms
Law No. 2008-776 of August 4, 2008 on the modernization of the economy and Decree No. 2008-1492 of December 30, 2008 made
pursuant to Article L. 144-6-1 of the French Commercial Code.
Schedule of trade payments on payables outstanding at the reporting date
In accordance with the so-called LME law on economic modernization, Club Méditerranée SA’s schedule of trade payments on
payables outstanding at the reporting date (invoices received) is as follows:
in € millions
Total
Due
1 to 30 days
31 to 60 days
28
2
25
1
16
7
Trade payables recorded 2012
-of which disputed invoices
Trade payables recorded 2011
-of which disputed invoices
2
24
1
1
This amount does not include invoices not received as at the preparation date of the financial statements in the amount of €41 million,
versus €34 million in 2011, or trade payables falling outside the scope of the LME Law (foreign branches) in the amount of €21
million, versus €23 million in 2011.
2.6. MANAGEMENT REPORT CROSS-REFERENCE TABLE
MANAGEMENT REPORT CROSS-REFERENCE TABLE PURSUANT TO ARTICLES L. 225-100 ET SEQ OF THE FRENCH
COMMERCIAL CODE
Activity Report
Section
2
2
5
2
Note
2.1
2.5
5.2
2.2
3. Key financial performance indicators
2
2.2
4. Analysis of business trends, results and financial position
2
2.2
5. Significant events occurring between the reporting date and the drafting date of the management
report
2
2.3.4
1. Position and activity of the Company in the fiscal year
2. Results of the activity of the Company, its subsidiaries and the companies it controls
6. Trends and outlook
2
2.3
N/A
N/A
8. Supplier payment terms
2
2.5
9. Description of main risks and uncertainties
2
10. Guidance on the use of financial instruments: objective and policy of the Company in terms of
financial risk management
2
5
11. Investments over the last three fiscal years
2
2.4
2.4.6
5.1.2 Note 18 and
19
2.2.5
12. Significant equity interests or control taken during the fiscal year in companies headquartered in
France
5
5
5.2.2 Note 1.1
5.1.2 Note 9
7. Research and development
2012 Annual Report
43
MANAGEMENT REPORT
Corporate Social Responsibility
Section
13. Information on the manner in which the Company takes into account the social and
environmental impacts of its activity
3
14. Key environmental and social indicators
3
Governance
Section
Note
Note
15. Body chosen to undertake executive management of the Company
4
16. List of all positions and functions held in any company by each of the corporate officers during
the past fiscal year
4
4.1.2
17. Compensation and benefits of any kind paid to each corporate officer during the past fiscal year
4
4.6
18. Breakdown of fixed, variable and exceptional components of such compensation and benefits,
and calculation criteria
4
4.6
19. Commitments of any kind benefiting the executives
4
4.6
N/A
N/A
4
4.1
20. Terms and conditions for the transfer of bonus shares allocated to executives during their terms
of office
21. Transactions carried out by executives and persons closely related thereto involving the
Company’s shares
Capital and Ownership
Section
Note
22. Ownership structure and changes during the fiscal year
1
1.8
23. Employee share ownership
1
1
5
5
1.8
1.8
5.1.2 Note 13.1.2
5.2.2 Note 3.6
5
5
5.1.2 Note 32
5.2.2 Note 7
N/A
N/A
27. Dividends and other distributed income paid over the previous three fiscal years
1
1.7
28. Information likely to have an impact in the event of a takeover bid
2
2.3.5
24. Purchase and sale by the Company of its own shares
25. Names of and stakes held in controlled companies
26. Disposals of shares to adjust for cross-shareholdings
Additional information
29. Lavish spending
30. Results for the previous five fiscal years
31. Injunctions or fines for anticompetitive practices
32. Information on stock option plans granted to corporate officers and employees
33. Information on bonus shares allocated to corporate officers and employees
34. Summary table of authorizations in force to increase the share capital and use of such
authorizations during the fiscal year
35. Information on facilities classified as “Seveso high-threshold” sites
44
Section
Note
N/A
N/A
5
5.2.1
N/A
N/A
4
5
4.6
5.1.2 Note 14.1
N/A
N/A
1
1.8
N/A
N/A
2012 Annual Report
SUSTAINABLE DEVELOPMENT
3. SUSTAINABLE DEVELOPMENT
From 2006 to 2012, the Sustainable Development Department
operated on the basis of a roadmap developed in 2006,
working cross-departmentally across the entire Company and
using simultaneously carried out background studies:
Since November 2011, it has reported to the VP Human
Resources, a member of the Senior Management Committee.
This new alignment reflects the desire of the company to
engage more effectively in the social and environmental
responsibility process and also the growing importance it
- an LCA (Life Cycle Analysis)
places on this.
- a desired non-financial rating
The Sustainable Development Department works closely with
- a general public survey (customers and prospects)
the various other departments (support and operational),
particularly
with
the
likes
of
the
regional
Technical
- an initial summary and environmental benchmark of the
Departments (including the heads of the Energy and Green
Villages
Spaces Environment Departments in the Europe-Africa region),
the
In 2012, work began on the renewal of the vision and
commitment to social responsibility over 5-7 years, again in
conjunction with all Company departments.
It is based on the observation that because Club Méditerranée
has often driven or supported “positive cultural change,” it is in
regional
Operations
Departments,
the
Purchasing
Department, the Services Department, the Construction and
Development Department, and the Legal Affairs Department.
Since 2011, an organization dedicated to the deployment of
the Green Globe process has been implemented in the
Europe-Africa Business Unit (BU EAF) with:
a privileged position to contribute today to making “sustainable
- Green Globe Trotters who start and support the process in
more desirable.”
several Villages, managed by the Sustainable Development
This is reflected in two aspects:
- making Club Méditerranée responsible - in order to maintain
its legitimacy and right to operate - through eco-certification in
particular;
- increasing appreciation for sustainable development to make
Department;
- one Green Globe Coordinator per Village, who is a Village
team member;
- support from the Quality Control and Safety Department of
the BU EAF.
it profitable (because it is attractive), and enabling GMs to
In the Americas, the certification process is managed by the
acquire a taste for it through customer experience, appealing
Quality Department of the BU North America and by the
to their generosity ...
Technical Department for South America, supported by
Technical Managers in Villages.
Organization of Sustainable Development
at Club Méditerranée
In Asia, the approach initiated in Europe-Africa was adopted in
late 2012, and a Green Globe Trotter has been appointed for
the region to deploy certification in 2013.
The Sustainable Development Department, created in 2005,
was part of the Communication Department until October 2011.
For more information on the Sustainable Development Policy followed by Club Méditerranée:
http://www.clubmed-corporate.com
2012 Annual Report
45
ISO 26000
areas
Summary of Sustainable Development chapter-correspondence with the ISO 26000
standard
Communities and local development
Consumer issues
Fair practice
Environment
Working conditions and relations
Human rights
Governance ↓ ↓
↓
↓
↓
↓
↓
3.1 Continued deployment of eco-certification of Villages
3.1.1
Certification of operations
p. 49
√
√
√
√
√
√
3.1.2
Certification of construction
p. 50
√
√
√
√
√
√
√
√
√
√
3.2 Customers: quality and safety to ensure lasting confidence
3.2.1
3.2.2
3.2.3
Quality each day
Health, safety and security
Accessibility of Villages for disabled people
p. 51
p. 51
p. 52
3.3 Staff: responsibility, employability
3.3.1
3.3.2
3.3.3
3.3.4
3.3.5
Employment snapshot
Work organization
Labor relations (Global)
Training
Equality
p. 52
p. 56
p. 57
p. 58
p. 59
√
√
√
√
√
√
√
√
√
√
√
√
3.4 Communities: respecting, contributing, building appreciation
3.4.1
3.4.2
3.4.3
3.4.4
Respect and an invitation to respect
3.4.1.1
3.4.1.2
3.4.1.3
3.4.1.4
p. 62
through combating the sexual exploitation of children in tourism
through marketing material
through the Ethics Charter
through the agreement on fundamental human rights signed with
European and international labor unions
Contribution to local development
3.4.2.1
through local employment
3.4.2.2
through developing employability
3.4.2.3
through local purchases (see 3.5.2)
3.4.2.4
through supporting the creation of micro-businesses (Agrisud)
3.4.2.5
through the prevention of counterfeiting
3.4.2.6
through transferring know-how
More than contributing: solidarity with the Club Méditerranée Foundation
Openness to the host country and an invitation to Discovery
p. 63
√
√
√
√
√
√
√
√
√
√
√
√
p. 65
p. 65
3.5 Suppliers: ensuring a responsible partnership
3.5.1
Responsible purchasing policy
p. 66
3.5.2
Local purchases
p. 66
√
√
√
3.6 Environment: protecting, valuing
3.6.1
3.6.2
3.6.3
3.6.4
3.6.5
Preventing pollution
3.6.1.1
managing waste and pollution risks
3.6.1.2
reducing and recycling waste
3.6.1.3
managing hazardous waste
3.6.1.4
managing the storage and use of harmful substances
Sustainable use of resources
3.6.2.1
reducing dependence on fossil fuels
3.6.2.2
ensuring water conservation
3.6.2.3
resource preservation: careful purchasing in sensitive sectors
Reducing GHG emissions(*) and adapting to climate change
3.6.3.1
through low-emission buildings
3.6.3.2
during operation
3.6.3.3
through an optimized transportation policy
3.6.3.4
by encouraging carbon offsetting
3.6.3.5
through preparing for adjustment to climate change
Protecting biodiversity
3.6.4.1
during construction
3.6.4.2
during operation of Villages
Raising customer awareness
p. 67
√
√
√
√
√
√
√
√
√
√
√
p. 70
p. 75
√
√
√
√
√
√
√
p. 77
p. 81
√
See also other chapters
2.4
4
5.2
46
Risk Factors
Corporate governance
Financial statements
(*) GHG: greenhouse gases
p. 38
p. 85
p. 181
√
√
√
√
√
2012 Annual Report
√
√
√
√
√
SIGNIFICANT PROGRESS IN 2012
* 53% of Villages operated in 2012 are Green Globe or Earth Check eco-certified (versus 32% in 2011)
* GM satisfaction: up 3.7 points compared to the last 3 years average
* AIDS: “the boat against HIV,” free HIV screening at Cap Skirring, 3,850 training courses given
* Law on Accessibility (due 2015): upgrading rooms in six out of 25 Villages in France to bring them into line with new standards
* Broadening of most social data published to cover a global scope
* Signature of an agreement in June 2012 on Gender Equality in the Workplace (CMSA company)
* 4.93% employment of people with disabilities at the end of November 2012 in France
* Award of a BrailleNet accessibility silver label for the Club Méditerranée recruitment website
* Distribution of 610,000 ECPAT flyers since 2005 (compared with 540,000 in 2011)
* Ongoing partnerships with ECPAT (and the Atfalouna association in Morocco for on-site prevention)
* Presentation of the Ethics Charter on the clubmedjobs.com website and the corporate website
* 74% of GOs/GEs employed locally
* 93% of purchases made locally (where the origin is known, i.e. in 65% of cases)
* Renewal of the partnership with Agrisud; launch of the fourth project in Tunisia
* Opening of the ninth Club Med Foundation Sports School
* Launch of the Friends of the Club Méditerranée Foundation, appealing to customers’ generosity
* 10,000 “Let’s take care of the environment together” posters put up in customers’ rooms (versus 6,500 in 2011)
* Publication of the Sustainable Purchasing Charter on the www.suppliers.clubmed.com website
* 55% of electricity purchased in France is certified from renewable sources (versus 50% in 2011)
* Range of eco-labeled dishwashing products across France
* 100% of wastewater is treated and 40% of Villages use wastewater for irrigation (versus 33% in 2008)
* 71% of Villages are monitoring waste (versus 58% in 2011)
* 18% of electricity purchased is from renewable sources
* 10% reduction in energy consumption per hotel day since 2008
* 28% reduction in the consumption of fossil fuels since 2008
* 5% reduction in water consumption per hotel day since 2011
* 13% of water used is recycled and reused (versus 10% in 2008)
* 43% reduction in the tonnage of paper purchased for Europe-Africa country brochures since 2008
* 15% reduction in emissions (scopes 1+2) since 2008
* CO2 emission survey linked to Village GO/GE travel at 32 Villages (versus 19 in 2011)
* 2012 extension of biological control against harmful insects at the Gregolimano site, Corsican Villages and villas in Albion
* Clear Art Planet and Happy Nature activities and workshops deployed in all family Villages
Please refer to other relevant sections of the Annual Report
2012 Annual Report
47
points between 2011 and 2012, mainly reflecting transparency
This progress up to 2012 is reflected in particular by:
efforts;
- its presence for the third year running in the Gaia Index:
Club Méditerranée is one of the 70 companies selected for the
2012/2013 Gaia Index out of a total of 230 participating
companies.
The
Club
Méditerranée
score
has
risen
continuously over the last three years and improved by 3.41
48
- unsolicited assessments were conducted by the extrafinancial ratings agency Vigeo in September-October 2011,
showing a consolidation of the Company’s position in its sector
in all areas but one, despite the ratings agency’s strengthening
of requirements, and a sector leader position in two areas.
2012 Annual Report
3.1. CONTINUED DEPLOYMENT OF
ECO-CERTIFICATION OF
VILLAGES
Obtaining these labels, all of which are specific to tourism,
requires compliance with standards but also continuous
improvement. They cover all areas of sustainable tourism
(economic, social, cultural and environmental) and are
internationally renowned.
Club Med is fully aware of the positive and negative external
effects of its activities, which is why we want to make constant
improvements in this area and manage these effects carefully.
To do so, the choice of sustainable certification was approved
as a strategic priority for the Company.
In 2011 and 2012, we focused on developing the Green Globe
(GG) process, with the creation of deployment tools (Village
diagnostics, Green Globe self-assessment, configurable action
plans, training modules, etc.), recruiting and supporting Green
Globe Trotters, who organize the process in Villages, and
monitoring and supporting the Villages involved.
Club Med thus wishes to certify the operations of all Villages
by 2015 and to develop construction certification, as was
already the case in Valmorel (HQE) in 2011. In addition, the
certification of tours according to ATR (Action for Responsible
Tourism) standards is also an objective.
This approach, which provides a solid structure for sustainable
development in Villages and at headquarters in support
functions, covers sustainable tourism in exhaustive depth,
becoming a roadmap for services such as purchasing and
service delivery.
It allows every business and every player to gain a better
understanding
3.1.1. Certification of operations
and
consideration
of
the
challenges
of
sustainable tourism: 100% of the GOs and GEs in a Green
A thorough analysis of the various international labels for hotel
Globe-certified sustainable Village are trained in sustainable
establishments was conducted, and Club Méditerranée is the
development issues and their implications for day-to-day
only tourism group with experience of three internationally
service, while Village Managers are given objectives about
recognized sector labels: the European Ecolabel for tourist
obtaining and maintaining certification.
accommodation (EE), EarthCheck (EC) and Green Globe
Certification (GGC).
Green Globe Certification
Green Globe international certification for sustainable tourism was created in 1993 in the United Kingdom. Based on the
commitments made by the tourism industry at the 1992 Earth Summit in Rio de Janeiro, it applies to all tourism sectors. This
demanding certification demonstrates the commitment of establishments to an active approach to sustainable tourism and ensures
they achieve high performance and good practice in environmental, social and workplace issues.
A member of the Global Sustainable Tourism Council (GSTC), Green Globe developed its standards based on recognized
international standards issued by the GSTC, known as Global Sustainable Tourism Criteria. These standards cover the three
cornerstones of sustainable development and are based on forty areas broken down into more than 300 compliance indicators, some
of which are mandatory and others optional. Certification is granted (audit by an independent third party) when the mandatory
requirements are met and when the compliance rate by indicators per area is greater than 50%. Continuous improvement is required
to maintain certification.
For more information: www.greenglobe.com/france/
.
2012 Annual Report
49
Evolution of eco-certifications at the end of November 2012
2008
2009
2010
2011
2012
76
75
74
71
68
1
2
8
23
36
Share of eco-certified Villages as a % of number
of Villages
1%
3%
11%
32%
53%
Share of eco-certified Villages as a % of Village
Business Volume
1%
3%
17%
38%
54%
number of Villages operated and opened for a full
season (excluding boats)
Number of eco-certified Villages
The aim for 2013 is to achieve 70% certification of the network.
Summary of eco-certified Villages in operation at the end of November 2012
Green Globe Certification, unless stated otherwise: EC (EarthCheck) or EE (European Ecolabel)
Certification Year
France
2008
Opio
EAF
Americas
outside France
2009
Ixtapa (EC)
2010
Cancun (EC)
Columbus (EC)
Chamonix
2011
Tignes
Val d’Isère
Serre Chevalier
La Palmyre
Vittel Le Parc
Vittel Ermitage
Napitia
Marrakech
Palmeraie
Marrakech Medina
Djerba la Douce
Djerba la Fidèle
Gregolimano
Palmiye
Albion
Les Villas d’Albion
La Pointe aux
Canonniers
2012
Peisey
Aime la Plagne
La Plagne 2100
Valmorel
Les Chalets de
Valmorel
La Caravelle
Les Boucaniers
St Moritz
Wengen
Cap Skirring
Kemer
Hammamet
Bodrum
3.1.2. Certification of construction
Asia
Cherating Beach
Rio das Pedras (EC)
whether they are located in cold, temperate or hot countries.
They offer topics for discussion on each issue and recommend
In 2012, construction of the Valmorel Village was “NF HQE
pragmatic solutions. The major environmental challenges are
Process” certified for the design, scheduling and completion
classified according to five major themes which are then
phases. This label recognizes environmental quality in four
broken down into specific technical issues: Energy, Water,
areas: eco-construction, eco-management, comfort and health.
Waste, Pollution and Biodiversity. A sixth issue based around
care and management for beaches and the coastline is
Club Méditerranée’s own Guidelines for Environmental
currently under review and will soon be added to these
Construction serve as a guide for program managers from
Guidelines.
the Club Méditerranée Construction Department responsible
for the building and renovation of the Group’s Villages.
These guidelines are the result of an overall reflection on how
environmental challenges apply to Club Méditerranée Villages,
50
A
feasibility
study
on
BREEAM
(BRE
Environmental
Assessment Method) labeling, adapted to the specific features
of Club Méditerranée Villages, is under way with the BRE
(Building Research Establishment) and Greenaffair. The
2012 Annual Report
option to apply this process to all new construction projects is
still under consideration.
3.2.2. Health, Safety and Security
The Club Méditerranée Health, Safety and Security policy is
supported by a dedicated team at the headquarters as part of
3.2. CUSTOMERS: QUALITY AND
SAFETY TO ENSURE LASTING
CONFIDENCE
the Legal Affairs Department.
It is based on:
- information: drafting the Trident “health” pages, advice for
travelers;
3.2.1. Quality each day
- prevention, through a worldwide health watch: emerging
The Club Méditerranée Quality procedure is based on a long-
diseases, monitoring epidemics, drafting sanitation procedures
standing culture and tools embedded in the practices of each
(food hygiene, childcare, sports, leisure activities), health
business, such as standards of service quality (Quali Signs),
audits conducted by medical officers in Villages;
business standards (Pro Signs) and measuring compliance
through Mystery GMs. Customer satisfaction is always
uppermost in Club Méditerranée’s concerns and is measured
by the satisfaction survey (GM Feedback), by following up
letters from GMs or by on-the-spot surveys in Villages and
- training: production and distribution of modules on various
topics: health, addiction, emergency actions, diet, sun
exposure, but also training given to doctors (diving and
childcare) and seminars organized for medical officers;
“Tell us everything” surveys. All written complaints are handled
- medical assistance: partnership with Europ Assistance in
personally.
managing difficult cases, psychological support in times of
See section 4.4.2.2. on the control environment and internal
crisis;
standards and 4.4.4. on system control and monitoring for a
- crisis management: round-the-clock availability, coordinating
full description of Quality tools.
the various people involved.
In 2012, the Quality Department specifically helped to improve
See subsection 4.4.2.3. on “players” for a complete description
quality processes and knowledge within Club Méditerranée by:
of the organization of the Health, Safety and Security
- improving Quality tools with a new way of communicating
Department.
“GM Feedback” results to be closer to the operational teams;
Significant progress made in 2012 is as follows:
- developing an ergonomic tool to manage product standards;
- Various prevention modules were given to Village staff:
- creating a website hosting quality data and results intended
 1.200 GOs/GEs trained in the “health prevention”
for operational staff;
module;
- performing ad hoc analyses to better understand our
 1.300 GOs/GEs trained in alcohol prevention (a
customers’ satisfaction.
partnership with Professor Philippe Batel enabled us to
develop a new module suitable for GOs/GEs)
In addition, the Quality Department contributes to the strategic
development of Club Méditerranée - the “GM Feedback”
questionnaire has evolved to monitor reaction to:
 350 volunteers trained in emergency actions;
 500 volunteers trained to use the defibrillator;
 500 GOs/GEs trained in food hygiene (the new module
- the specific services offered by 5-Trident Villages and 5-
created by kitchen and bar staff has already been widely
Trident Areas;
distributed throughout Villages);
- the loyalty program;
- the Village welcome given to new GMs.
Additionally, a specific questionnaire was drafted for the
Valmorel chalets.
- Health and safety rules, classified by business, were
updated and posted on a website accessible from Villages;
- In partnership with local associations, staff from the Cap
Skirring Village and local communities benefit from free HIV
screening and support in accessing care and follow-up;
- As part of a partnership with GBC (Global Business Coalition
for Health) and with “Health In Business,” Club Méditerranée
took part in the operation “The boat against HIV,” allowing
employees from the Boucaniers Village (Martinique) and local
communities to benefit from free HIV screening and prevention
programs near the Village.
2012 Annual Report
51
The number of claims (theft and accidents) in Villages was
unchanged in fiscal 2012, while costs related to these claims
fell by 63% (€1.2 million in 2012 vs. €3.2 million in 2011).
Graph 1: Distribution of FTE staff by BU in 2012 (Scope:
Global excluding Corporate)
3.2.3. Accessibility of Villages for disabled
people
Compliance of French Villages with regulations that will take
effect on January 1, 2015 is being coordinated by a working
group on public-building accessibility for disabled people made
up of the Construction Department, Technical Department,
Legal Department, and Strategic Marketing Department,
reporting to the CEO Villages EAF.
At the end of 2010, accessibility audits for all Villages in
France were finalized. An analysis of these audits and initial
budgeting for the deployment method were implemented in
Graph 2: Age and seniority pyramids in 2012 (Scope:
Global)
2011. Phase 1 work began in 2012 by upgrading rooms in six
of France’s 25 Villages to ensure compliance with new
standards.
3.3 STAFF: RESPONSIBILITY,
EMPLOYABILITY
3.3.1. Employment snapshot
3.3.1.1 NUMBER OF EMPLOYEES
In 2012, the Club Méditerranée Group had 12,827 full-time
equivalent (FTE) employees, broken down by region into
Corporate, Commercial and/or Operational Business Units.
The employment of this staff covers 37,855 posts (number of
contracts managed reflecting our seasonal business in the
Villages) and a number of employees present at least once
over 2012 standing at 22,972.
52
2012 Annual Report
Table 1 - Distribution of staff by region, gender, age, seniority and job site (Scope: Global)
Human Resources Indicators
2010
2011
2012
Number of employees
Number of posts
Number of FTEs
of which women (%)
of which men (%)
of which employees with permanent contract (%)
23,752
38,691
13,340
38%
62%
50%
23,348
38,860
12,974
39%
61%
51%
22,972
37,855
12,827
39%
61%
49%
Under 25
25-34
35-44
45-54
55 years and over
16%
36%
25%
16%
7%
6,725
5%
8%
19%
33%
35%
16%
35%
25%
17%
7%
6,561
5%
9%
17%
28%
41%
17%
34%
25%
17%
7%
6,336
5%
9%
14%
26%
46%
2,318
2,834
2,018
67%
33%
95%
2,275
2,797
1,945
67%
33%
96%
2,309
2,634
1,945
67%
33%
96%
3%
32%
34%
22%
8%
1,916
1%
8%
22%
20%
49%
3%
31%
34%
23%
9%
1,862
1%
10%
18%
19%
51%
3%
29%
35%
23%
10%
1,864
2%
12%
15%
20%
51%
21,434
35,857
11,322
46%
54%
33%
67%
36%
64%
42%
21,073
36,063
11,029
47%
53%
34%
66%
38%
62%
43%
20,663
35,221
10,882
48%
52%
35%
65%
39%
61%
41%
18%
36%
23%
15%
6%
4,809
7%
8%
18%
38%
29%
19%
36%
23%
16%
7%
4,699
7%
9%
16%
32%
37%
19%
35%
24%
16%
7%
4,473
6%
8%
14%
29%
43%
by region
Total number of Group employees
Employees by age
Employees by seniority (permanent staff)
Less than 6 months
6 months - 2 years
2-5 years
5-10 years
10 years and over
Employees at Headquarters & Country Offices
Number of employees
Number of posts
Number of FTEs
of which women (%)
of which men (%)
Employees by age
Under 25
25-34
35-44
45-54
55 years and over
Less than 6 months
6 months - 2 years
2-5 years
5-10 years
10 years and over
Village employees
Number of employees
Number of posts
Number of FTEs
of which Winter seasonal (%)
of which Summer seasonal (%)
of which women (%)
of which men (%)
of which GOs (%)
of which GEs (%)
Employees by age
Under 25
25-34
35-44
45-54
55 years and over
Less than 6 months
6 months - 2 years
2-5 years
5-10 years
10 years and over
2012 Annual Report
53
The proportion of women is higher at Headquarters and in
Country Offices than in Villages. The proportion of employees
with over 10 years’ seniority has continued to grow since 2010,
permanent contracts varies widely: in Villages they account for
only 41% compared with 96% at Headquarters and Country
Offices.
reaching 46% of permanent staff in 2012. The proportion of
Table 2 – Subcontracted activities (Scope: CMSA + France subsidiaries)
Main subcontracting items (over
€1 million)
(CMSA Villages, subsidiaries and
headquarters) in € thousands
2010
2011
2012
Ski school (ESF)
12,052
11,922
12,535
Maintenance
9,286
9,088
9,501
Accommodation
4,765
2,228
1,457
IT services
4,400
4,600
5,052
Linen
2,847
2,920
3,028
Securi y + fixed subcontracting
2,327
4,867
3,984
External services
1,491
1,691
1,730
Spa
1,472
1,126
439
From one year to the next, Club Méditerranée always
outsources
the
same
types
of
activities.
In
2012,
accommodation (rooms and public areas) and security
monitoring activities at Peisey (including the spa), Tignes and
Méribel were brought back in house. Those activities which
now represent the highest costs are: the ski school,
maintenance,
security/monitoring,
accommodation
(public
areas) and linen.
Table 3 – Payroll (Scope: Global)
2010
2011
2012
Change
12 vs.
11
Change
12 vs.
10
Headquarters & Country Offices
(115.4)
(122.3)
(124.1)
1.4%
7.5%
Villages
(175.0)
(177.1)
(181.3)
2.4%
3.6%
(290.4)
(299.5)
(305.4)
2.0%
5.2%
Global Payroll
(in € millions at constant
exchange rate)
Global
54
2012 Annual Report
3.3.1.2 ENTRIES AND DEPARTURES (Scope: Global)
Employee Turnover
Permanent / Open-ended contracts
New hires
Overall
2010
2011
2012
1,193
1,207
1,223
Recruitment
653
717
702
Made permanent
540
490
521
304
342
381
Recruitment
147
194
245
Made permanent
157
148
136
Villages
889
865
842
Recruitment
506
523
457
Made permanent
383
342
385
959
814
658
employee decision
402
474
384
employer decision
505
312
213
by mutual agreement
50
21
33
other (death, retirement, illness)
2
7
28
281
218
240
employee decision
97
139
138
employer decision
132
59
71
by mutual agreement
50
20
30
2
0
1
Villages
678
596
418
employee decision
305
335
246
employer decision
373
253
142
by mutual agreement
0
1
3
0
7
27
2010
2011
2012
25,269
25,820
25,280
245
202
235
25,024
25,618
25,045
Leavers
Overall
Employee Turnover
Seasonal / Fixed-term contracts
New hires
Villages
Analysis of labor flows since 2010 shows an increase in new hires and a decline in leavers in terms of permanent / open-ended
contracts. Recruitment on fixed-term contracts remained relatively stable over the period.
Table 4 - Mobility from non-EU countries to France
Home countries for non-EU GEs
Winter
An
agreement
on
Summer
2010
2011
2012
2010
2011
2012
Turkey
130
144
172
0
0
0
Tunisia
59
61
58
0
0
0
Morocco
112
90
84
30
30
25
Mauritius
7
25
45
14
20
44
Brazil
5
2
7
0
0
0
the
fundamental
labor
rights
and
international mobility of GE employees in the Europe-Africa
EFFAT (European Federation of Food, Agriculture and
Tourism
region was signed on July 28, 2009 with European labor union
2012 Annual Report
55
Trade Unions) and international labor union IUF (International
extending it to GEs from other countries in the Europe-Africa
Union of Food, Agricultural, Hotel, Restaurant, Catering,
region.
Tobacco and Allied Workers’ Associations).
As was the case in previous years, the mobility of our non-EU
This agreement is in two parts:
GE staff continued to grow in 2012, in line with our desire to
- the first part covers compliance of all Club Med
establishments worldwide with fundamental labor standards,
such as the prohibition of child labor and the right to join a
labor union;
boost mobility in accordance with our contractual commitments.
This mobility allows us to address several issues:
- continue to develop our local labor pools, giving our
identified potential staff the opportunity to travel and train;
- the second part aims to regulate mobility of non-European
GE employees (Africa region) working in Villages in Europe.
The initial agreement from 2004 had made it possible for GEs
from Turkey to work in France during the winter seasons. The
- build loyalty in our local labor pools, and increase our
attractiveness as an employer;
- optimize our effective seasonal resources;
highly positive feedback from this international mobility
- support the upscaling of Club Méditerranée by assigning
initiative led the business to consider making it permanent and
high-performing workers to our modernized or 4- and 5-Trident
Villages.
3.3.1.3 COMPENSATION
Table 5 – Average cost of salaries (Scope: Global)
Average monthly cost of salaries per fulltime equivalent
2010
2011
2012
Average Cost of Permanent GOs
(4,166)
(4,404)
(4,466)
Average Cost of Seasonal GOs
(2,404)
(2,542)
(2,608)
Average Cost of Permanent GOs
(1,116)
(1,178)
(1,257)
Average Cost of Seasonal GOs
(1,281)
(1,336)
(1,374)
Villages
3.3.2. Work organization
Table 6 – Average working times (Scope: France)
The Paris and Lyon head offices and the agencies have been
Average weekly working time in
force since January 1, 2000
covered by a working-time agreement since 1999. They
operate on a working week of 37 hours and 30 minutes and
Paris, Lyon HQ
35 hours
Travel agencies
35 hours
weekends for public holidays over the year. Practically no
Villages in France
35 hours
overtime hours are counted at these sites. In the French
benefit from 12 days off in lieu as well as two extended
Villages, GOs and GEs are entitled to time off corresponding
to the increases acquired for time worked between 35 and 39
hours.
56
2012 Annual Report
Table 7 – Absenteeism (Scope: CMSA)
Absenteeism
CMSA only
2010
Total CMSA
Rate of Absenteeism (%)
2011
2012
3.6%
3.9%
4.1%
Total Length in days
48,097
54,589
56,851
Number of absences entered
Average Length of each Absence
(in days)
6,934
7,532
9,528
6.9
7.2
6.0
3.0%
3.4%
3.7%
28,577
34,135
36,311
(in days)
5,704
6,187
8,325
5.0
5.5
4.4
5.6%
5.8%
5.7%
19,520
20,454
20,540
(in days)
1,230
1,345
1,203
15.9
15.2
17.1
Villages CMSA
Headquarters CMSA
3.3.3. Labor relations (Global)
Staff Representative bodies meet each month at the
headquarters in La Villette, the office in Lyon and every Village
3.3.3.1 CLUB MEDITERRANEE SA
located in France.
Scope: Paris La Villette HQ / Lyon Office / 42 Club Med
The collective agreements signed :
Voyage (CMV) travel agencies in France / CMSA staff based
at St Ouen / Villages France excluding subsidiaries
In June 2012, Club Méditerranée signed a three-year
agreement with all five labor unions on Gender Equality in
Staff representative bodies:
the Workplace.
The Works Council, composed of 12 standing members, 12
The agreement on the employment of older workers, signed in
alternate members and 5 union representatives, meets
December 2009, remains in force.
monthly. It was convened 14 times for extraordinary meetings
during 2012. The main topics tackled in 2012 were:
In accordance with the commitments made, a committee
featuring all Central Staff Representatives meets annually to
- the “AZUR” project: changes to the organization of the
monitor the agreement on the employment of older workers.
Europe-Africa Business Unit (EAF);
The first was held April 28, 2011 and the second April 11,
- variable compensation of Club Med Voyage travel agencies;
2012. The agreement was originally set to expire at the end of
2012, but it has been extended until the enactment of legal
- project to optimize the invoice process for Headquarters and
provisions governing the forthcoming generation contract (in
Villages in the Accounting Department.
2013).
The European Social Dialogue Committee (CEDS), created
The agreement on the employment of disabled people, set to
in 1996 (before this was required by law), is currently made up
expire in late 2012, will be renegotiated with the labor unions
of 10 members (6 French, 2 Italian, 1 Greek and 1
in early 2013.
Portuguese). Its annual plenary meeting was held on October
15, 2012 in Paris. Labor relations training was then provided
3.3.3.2 FRENCH SUBSIDIARIES
for members over two days in the Vittel Village (Vosges,
Here is a list of the various French subsidiaries of Club
France).
Méditerranée:
The Health, Safety and Workplace Conditions Committee
- Société Hôtelière du Chablais (SHC): Village of La Caravelle
(CHSCT) is made up 12 members working at the headquarters
(Guadeloupe);
in La Villette, at the Lyon office, in the travel agencies, at the
St Ouen site and in Villages. Its members were re-elected on
October 1, 2012.
2012 Annual Report
- Société de Gestion Hôtelière et de Tourisme (SGHT):
Village of Pompadour (Corrèze),
57
- Société Martiniquaise des Villages de Vacances (SMVV):
3.3.3.3 VILLAGES OUTSIDE FRANCE
Village of Boucaniers (Martinique),
In all countries where Club Méditerranée operates one or more
- Société de Villages de Vacances (SVV): Village of Opio-en-
Villages, there is union and/or staff representation.
Provence (Alpes-Maritimes),
Labor relations are managed locally at both Village and
- Club Méditerranée Centre d’Appel Européen (CMCAE):
Country level according to the issues discussed.
office in St Ouen (Seine-Saint-Denis).
Each of the subsidiaries contains the following:
3.3.4 Training
- a Works Council;
- a Health, Safety and Workplace Conditions Committee;
The three biggest talent development priorities for Club Med
- a Staff Representative Body;
are as follows:
- One or more labor union organizations.
- Continue to develop our marketing subsidiaries:
Each subsidiary negotiates and enters into its own collective
 Strengthen our customer focus;
agreements on wages, working time and equality (agreements
 Develop a marketing approach that is consistent with our
on the employment of older workers and on gender equality in
upscale positioning.
the workplace, etc.).
- Continue to enhance the professionalism of GO and GE
teams to deliver services that combine class with friendliness
and warmth.
- Continue to develop managers to increase motivation and
promote the Club Med ethos.
Table 8 – Training in 2012 (Scope: Global)
2010
Number
of
trainees
Hours
Europe - Africa
8,588
North America
11,149
Asia
2011
Hours/
trainee
Number
of
trainees
Hours
128,970
15.02
10,247
84,317
7.56
10,883
4,328
24,250
5.60
Latin America
2,631
12,309
Total
26,696
249,846
2012
Hours/
trainee
Number
of
trainees
Hours
Hours/
trainee
140,513
13.71
11,863
120,703
10.17
81,000
7.44
7,284
103,953
14.27
5,029
29,979
5.96
4,231
36,494
8.63
4.68
2,304
13,231
5.74
2,586
17,276
6.68
9.36
28,463
264,723
9.30
25,964
278,425
10.72
Since 2010, Campus has also been held in Asia. In 2012, this
3.3.4.1. VILLAGE GOs AND GEs
The development of Village teams (GOs and GEs) is a priority
that spearheads our strategy. Numerous training sessions are
held throughout the year in the Villages of the various regions.
These are complemented by Campus, which since 2006 has
become a vital event staged in the Village of Vittel (Vosges,
France) with more than 1,600 trainees from around the world.
The 2012 event specifically aimed to:
- develop
and
strengthen
the
technical
expertise
and
relational aspect in an upscale, friendly and multicultural
environment;
3.3.4.2 GO HEADQUARTERS AND OFFICES
Four years ago, Club Med set up a training program to speed
up development of managerial potential in Key GOs at
Headquarters and Offices (i.e. Club Med’s high-potential
This specific training program aims to:
- strengthen their leadership and people management skills;
- develop their managerial skills;
sharing
and
friendship
among
trainees,
particularly through training designed to mix GOs from Villages
and those from Offices (Key GOs, etc.);
- strengthen managerial skills related to the Club Med ethos.
58
(from Offices and Villages).
staff).
behaviors of our GO and GE teams, emphasizing the
- encourage
Asia Campus was staged in Cherating, with some 250 trainees
- improve their command of the Club Med Business Model.
In addition, given the internationalization challenges facing
Club Med, key GOs also follow a language-learning program
(English or French).
2012 Annual Report
Around thirty GOs have taken part in the Expert Program.
Between 2005 and 2008, Club Méditerranée took part in the
This program, created in 2012, targets GOs who are known
Averroes project, which sought to advance the debate on the
and recognized for their expertise, committed to the success of
practices of non-discrimination in businesses and public
the Company, and possess a specific skill in an area that is
institutions. From the outset, Club Méditerranée’s labor unions
key for Club Med’s customers, business or GOs/GEs.
representatives were involved in the working groups.
The aims of the Expert Program are as follows:
Two studies have been carried out within Club Méditerranée,
- develop and build loyalty of Expert GOs through a selective
program;
one focusing on potential gender-related discrimination, the
other on the impact of the actual or assumed origins of
employees on their career. The second study involved ranking
- promote the transfer of rare skills to perpetuate them within
“potentially discriminating or non-discriminating” first names, in
the Company;
order to measure the gap between these two categories in
- develop transferable skills, in addition to their expertise,
allowing them to continue to grow and strengthen their role as
experts.
terms of earnings and career development. Club Méditerranée
is the first French company to have carried out a study on
such a scale, which also required authorization from the
French data protection agency (CNIL). The final report on the
For two years, all Headquarters and Office managers have
work from the Averroes project was published at the end of
taken part in the Manager by Club Med training program. The
2009.
aims of this worldwide program are as follows:
- specify, develop and strengthen the managerial practices
needed to consolidate our business model;
- prepare for the future of a profitable Club Med, relying on
managers to increase the motivation and well-being of teams
This work resulted in 20 recommendations, which served our
ambition to embed diversity within our processes and to
sustain our legitimate reputation as a diverse and multicultural
company. The challenge is to work on both the promotion of
equal opportunities and the prevention of discrimination.
for sustainable performance;
Here is a summary of the actions undertaken:
- support our operational decentralization via a culture of
- application of the Averroes recommendations when the HR
shared managerial practices, in line with our values and
website was overhauled: removal of the expression “native
management principles.
language” in favor of “language spoken most fluently”, adding
This permanent program is currently being rolled out across all
Business Units of Club Méditerranée.
the words “no qualification/degree”, and explanations provided
for requesting nationality etc.;
- entry into force of the new recruitment file template, drafted
in accordance with the Averroes recommendations (no photo,
removal of unnecessary phrases, and so on);
3.3.5. Equality
As shown by its signing of the Diversity Charter in 2004 (the
year it was created), Club Méditerranée has for a long time
been aware of issues of corporate diversity. Thanks to its
tradition and specifically given the countries where it operates,
Club Méditerranée encourages diversity and actively seeks it
out through recruitment and career management.
This cultural mix and diversity are cornerstones which have for
many years, but now more than ever, helped to build the
culture and identity of Club Méditerranée.
Diversity is now a strategic and long-lasting corporate issue,
- diversification of recruitment and partnership sourcing;
- integration into the 2011 training plan of Diversity / Nondiscrimination Awareness (a day with concepts and role-play
provided by the ISM Corum firm, which supported Club
Méditerranée through the Averroes process) for HR staff in
Headquarters and Villages and older employees in Paris and
Lyon (90 people concerned);
- work on recruitment requirements to reduce the number of
people recruited but not allocated;
- signing of a collective agreement on gender equality;
loyal to the history and values of Club Méditerranée. To this
- Visuals for “employer brand” communication highlighting
end, an Ethics Charter, outlining the commitments and
staff whose gender and origin is underrepresented.
responsibilities of Club Méditerranée in this field, was signed in
January 2009.
2012 Annual Report
59

ORIGIN-RELATED
Agreements
entered
into
with
countries
where
Club

GENDER-RELATED
Méditerranée is established are part of the international
Between 2011 and 2012, all French subsidiaries of Club
management of employees and highlight one of our core
Méditerranée (outlined earlier in the document) entered into an
values: multi-culturalism.
agreement on Gender Equality in the Workplace with their
The diversity of GO and GE recruitment is thus reflected in the
respective labor unions.
number of different countries of origin represented in each
For its part, Club Méditerranée SA signed the agreement in
Village:
June 2012 with all five labor unions.
- 98 nationalities;
This agreement applies to employees working in France
- 85% of Club Méditerranée Villages have seven or more
nationalities among their employees;
(Villages, Agencies or Offices) or subject to French labor laws.
It aims to advance the principle of equal opportunities in
employment relationships and enable everyone to exercise
- 35% of Villages have 14 or more nationalities;
their family responsibility more, based around three action
areas: recruitment, promotion and work/life balance.
- some Villages even have up to 26 different nationalities.
Here are some examples of measures implemented as part of

this agreement:
AGE-RELATED
In 2009, Club Méditerranée SA and all the French subsidiaries
- setting goals to increase the proportion of women promoted
of Club Méditerranée (outlined earlier in the document)
to Head of Department in the Mini Club, Events and Bar
entered into a collective agreement or action plan on the
subsidiaries;
employment of “older” staff, i.e. aged 50 and over.
- establishing a leaving interview and a return interview with
Given the specific features of the Company (most employees
the manager in the event of maternity, paternity and parental
work
leave;
in
Villages,
geographic
mobility constraints),
the
agreement entered into by Club Méditerranée SA decided on
an overall objective of employee retention and on the following
areas of action:
- development of skills, qualifications and access to training;
- transfer of knowledge and skills, and the development of
tutoring:
 end-of-career planning and transition between work and
retirement;
 early career advice via the implementation of mid-career
interviews for employees entering their 46th year.
- paying paternity leave above the social security cap;
- extending recourse to exceptional “sick child” leave (five
days per year) to cover:
 the adjustment period required for childcare methods
(nursery, childminder, nanny);
 starting kindergarten.
An Indicator Tracking Committee will meet each year with
Central Staff Representatives.

DISABILITY-RELATED
The annual Indicator Tracking Committee meeting with Central
Mobilization on the issue of disability continues. Created in
Labor Representatives took place on April 11, 2012.
2007 in Paris at Club Méditerranée SA via the signing of an
The agreement specifically enabled:
- the creation of a team of ad hoc older recruiters: Talent
Finders. Based in Paris, the 16 Talent Finders organize
recruitment sessions for Villages roughly once a month,
allowing them both to develop new skills and to pass on their
knowledge and experience;
- the creation of personalized retirement support workshops:
allows employees aged 58 to talk about their approach to the
transition between work and retirement through such topics as
family, inheritance, health and so on.
Though actions such as tutoring or mentoring have not been
rolled out for the moment, these will be discussed again as
part of a new agreement relating to the generation contract,
which will be negotiated during the first half of 2013.
agreement with all five labor unions, Mission Handicap,
through its Mission Head, enables the Company to:
- adapt recruitment and integration processes for disabled
people;
- implement employee supervision for those with a disability;
- support those who need it by adapting their jobs both in
terms of equipment and working times.
Mission Handicap developed further in 2010 with the
appointment of a Recruitment Manager based in the Lyon
Office to work with Village recruitment teams and Human
Resource Managers (HRM), which has since brought about:
- an increase in the number of hires of disabled people;
- an improvement in terms of monitoring and finding the right
jobs for this group of people.
60
2012 Annual Report
>> Figures for 2012:
>> Actions undertaken:
- 36 seasonal employees recruited over the year, of whom
Furthermore, Mission Handicap endeavors to be visible
two were long-term unemployed;
internally and externally:
- 12 long-standing employees took the required steps in 2012
- through training employees in France and raising their
to submit their Recognition of Disabled Worker Status;
awareness;
- 2 Village seasonal workers recruited on work/study contracts
- through hosting the French fencing team in a Village;
and two trainee employees were awarded fixed-term Village
contracts after their internship;
- 1 seasonal employee hired for the position of bartender has
been promoted to Assistant Bar Manager, while another
seasonal employee hired for the position of commis chef has
been promoted to demi-chef de partie;
- Of our disabled workers, 4 employees are identified as
potential talents, and as such they follow a specific
development program;
- 1 fixed-term contract employee and 1 professional contract
employee at the headquarters in Paris.
- by adapting workstations and purchasing suitable equipment
(ergonomic seats, software for the visually impaired, etc.) or
adjusting schedules;
- through employee transportation assistance between home
and the workplace;
- through increased participation across France at recruitment
fairs dedicated to disabled people;
- through its participation in national disability week and in
ADAPT fairs in Lyons and Paris, and through its presence on
the internet with HandiChat;
- through contacts with Cap Emploi and disability consultants
at employment hubs (in all regions of France);
- through partnerships highlighting vacancies on websites
specializing in recruiting disabled people (AGEFIPH handica.fr,
jobékia, etc.):
 through the renewal of partnerships with two mainstream
employment websites: Régionjob.com and Monster.fr;
 through its presence in the media: The Etre magazine to
highlight the Company’s commitments and the logo and
signature of Mission Handicap.
Working with the Purchasing Department has helped to
identify long-term actions with work-based assistance
companies / adapted organizations:
- partnership with a work-based assistance company for
chocolates delivered to our customers at the end of the year in
Villages in France;
- requests made to work-based assistance companies for
festive events at the Headquarters, such as leaving drinks and
other seasonal celebrations;
- monitoring of a contract with a work-based assistance
company for responses to CVs sent to the Company’s
Headquarters;
- Work with the Mission Handicap communication company to
ensure that printing services are performed with assistance
companies or adapted organizations. The same thing goes for
the Lyon Recruitment Department’s communication company;
- partnership
between
the
Club
Méditerranée
Publicity
Department and HANDI PRO AM, with a holiday up for grabs
as part of their competition.
In addition, Mission Handicap contributed to making the Club
Méditerranée recruitment website accessible to the visually
impaired
or
hard
of
hearing
(website
address:
www.clubmedjobs.fr). The site was awarded the BrailleNet
accessibility silver label upon release.
2012 Annual Report
61
3.4.1.2 THROUGH MARKETING MATERIAL
The new logo:
In 2008, a Responsible Tourism Charter was drawn up to raise
awareness on respecting host countries and the local
environment, culture and economy; since summer 2008, all
European and African Villages’ Discovery Areas have
displayed the Charter and distributed it to all GMs going on
excursions. Deployment continued in 2009, and since 2010 it
has appeared in the Club Med Discovery brochure and all its
GMs’ travel diaries. Several versions were drafted, depending
3.4. COMMUNITIES: RESPECTING,
CONTRIBUTING, BUILDING
APPRECIATION
on the specific features of host countries, cultures and issues,
The first thing to note is that, in addition to the actions
each room reminding guests of the specific features of the
described
local
Village in terms of energy, water, waste management and
communities is also taken into account as part of Green Globe
environmental protection and enhancement, inviting customers
deployment (see subsection 3.1.1 on the certification of
to adopt actions and behaviors that respect both communities
Villages). In fact, this has an impact on relations with host
and the environment. At the end of 2012, these posters were
communities, particularly in the form of socio-economic and
displayed in over 10,000 GM rooms.
below,
management
of
impacts
on
and a version in French and English exists for each of them.
Since 2010, as part of the Green Globe process, a “Let’s take
care of the environment together” poster has been put up in
cultural criteria.
As part of Green Globe training, all GOs and GEs in the
3.4.1. Respect and an invitation to respect
3.4.1.1. BY COMBATING THE SEXUAL EXPLOITATION OF
Villages in question are also asked to raise awareness on
these issues with GMs.
CHILDREN IN TOURISM
The partnership with ECPAT was renewed in 2012, with
3.4.1.3. THROUGH THE ETHICS CHARTER, DISTRIBUTED
further distribution of the joint Club Méditerranée - ECPAT
TO ALL GOS AND GES (GLOBAL)
brochure adapted to suit the NGO’s latest communication
The Ethics Charter lists the commitments and principles that
campaign. Leaflets are sent to the homes of French customers
govern the Company’s relationship with its host countries.
bound for sensitive countries; awareness is also raised
through the commercial website in several countries, including
France and the United States.
Since 2012, the Ethics Charter has featured on the
Clubmedjobs.com
website
and
can
be
consulted
or
downloaded from the corporate website.
In 2012, more than 70,000 brochures were sent to the homes
of French customers, bringing the total number of brochures
For more information about the Ethics Charter and its
sent since 2005 to more than 610,000.
distribution, please see subsection 4.4.2.2. “THE CONTROL
ENVIRONMENT” / “Internal standards” and access the Ethics
In terms of prevention on the ground, we continued our
Charter via the link:
support for the Atfalouna association, which helps street
children
in
Marrakech
(financial
support,
donation
of
www.clubmed-corporate.com/charteethique
equipment, children invited to festive events, etc.).
62
2012 Annual Report
3.4.1.4. THROUGH THE AGREEMENT ON FUNDAMENTAL
HUMAN
RIGHTS
SIGNED
WITH
EUROPEAN
AND
INTERNATIONAL LABOR UNIONS
3.4.2. Contribution to local development
3.4.2.1. THROUGH LOCAL EMPLOYMENT
% of local employment in
As outlined in “Mobility from non-EU countries to France”
2010
2011
2012
77.12%
76.23%
74.26%
22.88%
23.77%
25.74%
villages (global)
(page 55), an agreement on the fundamental labor rights
Employment of local GOs/GEs
Employment of international
GOs/GEs
and international mobility of GE employees in the EuropeAfrica region was signed July 28, 2009 with European labor
union EFFAT (European Federation of Food, Agriculture and
Tourism Trade Unions) and international labor union IUF
(International Union of Food, Agricultural, Hotel, Restaurant,
Catering, Tobacco and Allied Workers’ Associations).
establishments
worldwide
with
fundamental
THROUGH
DEVELOPING
EMPLOYABILITY:
TRAINING AND MOBILITY
This agreement contains a section on compliance by all Club
Med
3.4.2.2.
labor
standards laid down by the International Labor Organization
(ILO), such as the prohibition of child labor and the right to join
a labor union.
The strengthening of skills and development of employability
for local staff (mostly GEs, primarily working in the hotel
services, maintenance and catering professions) is a priority
for the Company.
An increase in the rate of trained GEs can be explained in
particular by:
- the proliferation of Village Training Coordinators in Villages in
the Americas, Asia and Europe-Africa;
- an increased presence of the Talent University at Village
openings or renovations for on-site training.
Table 9 – GE Development (Global)
Assessments carried out in Villages
2010
2011
2012
% of GE positions assessed
65%
67%
66%*
Training for GEs
2010
2011
2012
% of GEs trained
33.55%
35.76%
35.04%
2010
2011
2012
% of GEs changing post Winter season
N vs. N-1
7.47%
6.96%
5.24%
% of GEs changing post Summer
season N vs. N-1
6.56%
6.14%
6.03%
% of GEs having worked outside their
home country
9.00%
9.20%
10.01%
Professional mobility
(*) Estimated at Nov. 1
supporting the creation of viable and sustainable very small
3.4.2.3. THROUGH LOCAL PURCHASES
businesses close to Club Méditerranée Villages in southern-
See subsection 3.5.2 “Suppliers: ensuring a responsible
hemisphere countries. Club Méditerranée is committed to
partnership” / “Local purchases”
funding research and support projects in several Villages, in
the amount of €60,000 per year, and to providing commercial
3.4.2.4. THROUGH SUPPORTING THE CREATION OF
outlets for farmers supported in this way. As such, it is the
VERY SMALL BUSINESSES: THE PARTNERSHIP WITH
leading tourism partner of the Agrisud NGO.
AGRISUD
In 2012, support to Agrisud continued and was confirmed over
In 2008, the Group underlined its commitment to playing an
many projects:
active role in the economic development of the regions where
Brazil:
it is based by signing a partnership agreement with AGRISUD,
the international solidarity association that has been working
-
for sustainable development in southern-hemisphere countries
production group (west of Rio) with Abio, the local Agrisud
maintaining
support
of
the
Serorgânico
agricultural
since 1986, combating poverty through the creation of very
partner;
small family businesses.
- Club Méditerranée has purchased from the group since
This partnership aims to promote economic and social ties
summer 2011, with its organic products served each day at
between Club Méditerranée Villages and their environment by
2012 Annual Report
63
lunch in a mixed salad to expose them and highlight them to
In 2012, the first Agrisud missions carried out in Djerba
customers;
enabled:
- the results of the partnership are positive, both in terms of
- identification of the current range of products on the island
commercial success and the quality of relationship and
and its potential in the short, medium and long term;
dialogue between the partners. Some adjustments must be
studied in more depth (delivery periods, volumes, diversity of
supply, etc.), but all parties were satisfied with the first months
- determination of the circuits to set up for each product (direct,
short and occasionally long circuits);
of operation and are willing to commit to continue to improve
- identification of part of the criteria to be included in the
the partnership.
specifications for product referencing.
Senegal:
As such, since November 2012, honey produced on the island
- at Cap Skirring in 2012, deliveries accounted for nearly 9.3
tons of quality products (i.e. 21% of vegetable supplies to the
Club Méditerranée Village, a threefold increase over the
previous season) and diversified products (21 different
vegetables); 149 women were involved;
- communication with customers continued in connection with
the supply of the Club Méditerranée Village from truck farmers
in the Cap Skirring area:
by a beekeeper supported by Agrisud has been available at
the buffet tables in the Djerba La Douce Village.
3.4.2.5.
THROUGH
THE
PREVENTION
OF
COUNTERFEITING
As it believes that counterfeiting is totally opposed to healthy
and sustainable local development by encouraging illegal work,
stifling a country’s economic growth, hindering local creation
and falling outside all social and environmental standards,
 weekly exhibitions presenting the project and products:
Club Méditerranée chose to get involved in the fight against
these are well-liked by both the truck farmers, who can talk
this scourge, and in June 2007 signed a partnership with
about their work with the customers, and the customers
UNIFAB (Union of Manufacturers), a French anti-counterfeiting
themselves, who can find out about the origin of the
body of more than 400 companies.
products they consume;
 visits offered to customers who can then find out how
the vegetables are produced and how the truck farmers
are supported as part of the project;
 a book of recipes using vegetables grown in the gardens,
Inclusion of this topic as part of the awareness-raising program
for teams and GMs is continuing, especially in terms of the
Sustainable Tourism training courses for Club Med Discovery
guides and the deployment of Green Globe eco-certification
for Villages.
and introducing the women who grow them, was released
in the 2012 season with all proceeds going to Agrisud.
Morocco:
The project, started in Igran Asni in 2010, aims to
professionalize small fruit farms and enable them to better
promote their products. The first phase was set up over 18
months (mid-2010 to the end of 2011) in the Circle of Asni (El
Haouz Province - South Morocco):
3.4.2.6. THROUGH TRANSFERRING KNOW-HOW
Thanks to its international vision and culture of innovation,
Club Méditerranée is often in a position to implement hitherto
non-existent techniques in some countries.
Progress made in 2012:
- in order to cope with the rapid spread of the red palm weevil,
Technical Managers and our green space service managers in
- 16 very small businesses were strengthened from a
the Mediterranean basin continued to receive training on how
technical, economic and organizational perspective;
to detect, prevent and eradicate this highly destructive insect
- an eco-farming cooperative was created to ensure the
sustainability of the project’s achievements;
- 963 tons of fruit were produced over the 2012 campaign
(+27% compared to 2011);
- 59% of all fruit produced is premium quality;
- Two tons of fruit were sold to the Club Méditerranée Village
for palm trees. The training was set up in 2011 with the help of
a researcher at INRA (French Institute for Agricultural
Research);
- As part of the opening of the next Club Med Village in Guilin,
China, building work began in 2012 on a swimming pool
benefiting from fully biological treatment. This pool will be the
first of its kind in China, as well as in Club Méditerranée.
in Marrakech;
- the project is now set to take off, with more than 30 farms
keen to take part.
Tunisia:
Particularly sensitive to the climate created by the Arab Spring,
Club Méditerranée chose to make special efforts in Tunisia in
2012, expanding its partnership with Agrisud to the country.
64
2012 Annual Report
3.4.3. More than contributing: solidarity
with the Club Méditerranée Foundation
This year was marked by the 12th anniversary of the Global
Snack Event, which welcomed 3,000 children across the world,
the renewal of the collection on behalf of the Petits Princes
Association over the Winter season, raising €55,116, the
The Club Méditerranée Foundation, which celebrated its 34th
continued development of Foundation Espaces, and the
birthday in 2012, aims to promote volunteering and the
opening of the ninth Club Med Foundation Sports School for
transfer of employee skills for solidarity missions, as well as
underprivileged children in Yabuli, China. The 2011 award for
the recycling of Club Méditerranée equipment that can be
Best Corporate Social Responsibility (CSR) Initiative was
useful to associations. In 2012, 2,115 volunteer GOs worked
given by Peace and Sport to the Club Méditerranée
for the Foundation, and their involvement represented 11,486
Foundation for the Sport Schools concept.
hours of voluntary work, of which 7,584 came from working
time. The number of hours devoted to performing solidarity
missions was up 16% on 2011.
Since June 2012, with the launch of the Friends of the Club
Méditerranée Foundation, Club Med customers have had the
opportunity to financially support selected solidarity programs
in France and Morocco.
Support and donations to communities by the Club
Méditerranée Foundation (in € thousands)
Club Méditerranée Foundation budget
Valuation of skill transfer out of GOs/GEs’ working times
Valuation of volunteering outside working time
Donations
Total Club Méditerranée Foundation
2009
2010
2011
2012
114
114
114
114
90
73
61
117
195
74
116
143
92
93
59
70
491
354
350
444
Disclosure according to the guidelines of the Global Reporting Initiative (D4 indicator of GRI 3 Tour Operator)
covering only the Foundation’s budget exclusive of actions spearheaded by the Sustainable Development Department and by sites
In addition, following the opening of Albion Villas, a donation of
€97,000 was made to the “Land of Peace - Foundation for
Childhood” Association to create an “Awakening the Senses
and Stimulation” center to help children, especially vulnerable
children, in the region.
3.4.4. Openness to the host country and
an invitation to Discovery
Because traveling also means getting off the beaten track and
finding less obvious routes to discover different cultures,
countries, sites and people, the Village Discovery service and
This space for play and cultural expression, which will be open
Club Med Discovery offer activities, excursions and tours that
early in 2013, is expected to welcome over 15,000 children
allow small groups of visitors to see the world differently, with
during its first two years of operation - some 50 children per
a maximum of 24 participants for tours. The Village Discovery
day. These children will come from kindergartens and schools
service and Club Med Discovery continue to commit to a more
of the Rivière Noire and Lower Plaines Wilhems districts, as
sustainable, responsible style of tourism. The Responsible
well as from other organizations looking after children. Extra
Tourist Charter continues to feature in brochures and
support will be given to children in the poorest regions of
customer communications, while guides have been trained in
Albion and Canot.
sustainable tourism and our commitment to promoting
sustainable development has been formalized in contracts with
service providers.
GMs are increasingly interested in exploring their host
countries, as well as the areas surrounding the Villages.
Despite a challenging political environment, revenue from the
Village Discovery service per hotel day is thus up 8% in
Europe-Africa.
2012 Annual Report
65
As part of the Green Globe process, efforts are specifically
3.5 SUPPLIERS: ENSURING A
RESPONSIBLE PARTNERSHIP
made in the following topics in partnership with the operational
3.5.1. Responsible purchasing policy
- biodegradability of cleaning and hygiene products in the
teams:
Respect for Club Méditerranée values and its commitment to
soap dispensers in public areas and rooms;
civic participation is one of three missions assigned to the
- ecological supplies (certified or derived from recycling
Purchasing and Logistics Department, along with contributing
subsidiaries);
to the Company’s income and value creation, and meeting the
- seasonality of food products;
customer promise thanks to a qualitative, differentiated offer.
The development of responsible purchasing is one of the five
- not using chorine to bleach cotton-based products;
hubs of the Purchasing policy, alongside the creation of long-
- energy-efficient electrical appliances;
term
- withdrawal of disposable products;
relationships
with
strategic
suppliers,
helping
to
implement new products and services, cost reduction, and
- packaging management (reduction at source and recovery
contributing to innovation.
In real terms, the inclusion of sustainable development in
by suppliers);
purchases occurs at each stage of dialogue with the supplier.
- printing on recycled paper or paper certified by FSC/PEFC.
- Club Méditerranée displays its ambitions and its Sustainable
The Wood and Fish Purchasing Charters continued to be
Purchasing Charter at its website www.suppliers.clubmed.com,
implemented, and organic cotton purchases for some GO
where suppliers and prospects are requested to lay out their
clothing were maintained.
responsible approach on the identity sheet they fill in to gain
In 2012, a study was conducted to better track sustainable
recognition and possibly join the suppliers panel;
purchases, and indicators were created in the product
- Questions regarding the responsible approach are posed
database
automatically during calls for tender, though the level required
environmental or social labels. Supplier surveys were initiated
to
identify
the
purchase
of
products
with
varies by country;
by different buyers.
- Sustainable-development criteria are part of the selection
For more information on purchases in sensitive sectors from
criteria for the awarding of supplier contracts;
an environmental perspective, see subsection 3.6.2.3.
- The Company applies a policy that gives priority to certified
3.5.2. Local purchases
suppliers
The vast majority of material goods purchased throughout the
or
those
who
have
implemented
the
best
environmental and social practices.
There is growing interest in these topics among our suppliers:
Our buyers, who spread a message of corporate, social and
year for a given Village comes from suppliers in the country
where it is located. In 2012, this rate stood at 93.5% (data
calculated where available, i.e. for 65% of total purchases).
environmental responsibility to the suppliers and prospects
While a currently immeasurable part of these purchases
consulted, now find that the market is more mature and that
represents imports by the local supplier, this rate nevertheless
suppliers are changing to take greater account of our
reflects Club Méditerranée’s commitment to work as much as
requirements in terms of sustainable development.
possible with local partners, producers and distributors. This
They are willing to make substantial investments to implement
commitment is a key focus for the Purchasing policy.
more responsible methods (e.g. investments in crushers that
In 2012, priority in terms of purchasing is given to local goods,
reduce the volume of waste from Villages enabling re-use on
products or services where possible (supplier ability to deliver
site and a decrease in the volume of waste to be sent to
according to Club Méditerranée specifications in terms of
reprocessing plants).
quality and quantity), and the Green Globe process supports
Suppliers are willing to take action with their subcontractors to
comply with Club Méditerranée’s recommendations (e.g. the
use of labeled products by cleaning outsourcers).
Already committed to the sustainable-development process for
several years, the buyers have been spurred on by the Green
Globe eco-certification process. Purchasing management has
clearly taken into account the Green Globe approach (see
subsection 3.1.1 on the certification of Villages). This has a
this local purchasing policy by requiring even greater efforts in
this area.
In 2012, a change was made to the product database to
enable tracking of the product’s origin of production or
manufacture by country, or by department in France. Supplier
surveys were initiated by different buyers. A local purchasing
perimeter around EAF Villages was defined to monitor local
purchasing over a smaller area.
leverage effect over the whole area thanks to the 31 criteria
concerned.
66
2012 Annual Report
3.6. ENVIRONMENT: PROTECTING,
VALUING
The first thing to note is that, in addition to the actions
described below, management of environmental impacts is
- implementation of the policy to restrict the use of pesticides
and fertilizers has continued; this also helps to control
discharges into water tables (see also subsection 3.6.4 on
conserving biodiversity and managing green spaces);
also taken into account as part of Green Globe deployment
- two wastewater recycling projects are ongoing to enable
(see subsection 3.1.1 on the certification of Villages). This
irrigation at the Djerba la Douce and Agadir sites.
deployment has an impact on the environmental management
of Villages thanks to 197 criteria relating to this theme in the
Green Globe standards.
Results in 2012:
All wastewater is treated in the Village or outsourced:
3.6.1. Preventing pollution
- 65% is treated via sewage channels;
3.6.1.1. MANAGING POLLUTION RISKS AND DISCHARGE
- 32% STEP (treatment plants) in Villages, with reuse of water
Club Méditerranée has always endeavored not to discharge
for irrigation;
any untreated wastewater into nature.
- 2% STEP (treatment plants) in Villages, without reuse of
Water recycling is common practice in the Villages, notably
water for irrigation.
those with green spaces, which reuse virtually all of their
Club Méditerranée is not able to provide measurements of
treated
water
for
irrigation.
Treatment
plants
are
systematically built when there are not any satisfactory water
treatment facilities available locally, particularly for Villages in
remote areas or areas lacking infrastructure. Almost one
Village in three has its own water treatment plant and reuses
wastewater discharge as the GRI suggests. The only water
discharged is domestic wastewater. Management is done
locally in Villages, with entries made in the “water logbook”
which
brings
together
technical
data,
administrative
authorizations, physical, chemical and bacteriological analyses,
treated water for irrigation.
treatment protocols and monitoring, network changes, etc. but
Anxious to avoid any pollution of soil and water tables, and to
does not lead to consolidation.
protect ecosystems, the Club Méditerranée policy is to prevent
such pollution through the systematic treatment of its
Refrigerants and presence of CFCs: an inventory was
wastewater, run-off management, removal of pesticides and
launched across all Villages to implement a development
finally the switch to eco-certified cleaning products.
strategy for facilities. In 2012, the replacement of R22 splits
began with their replacement in Kamarina and Gregolimano by
- as part of the Green Globe process, the Purchasing
an air-conditioning system operating with heat pumps.
Department conducted a consultation with its supplier Ecolab
to replace its conventional cleaning products with eco-labeled
ICPE* Sites: Club Méditerranée has only one ICPE facility,
products. The replacement of detergent and rinsing products
subject to declaration only: the gas-powered heating plant in
with European Ecolabel-certified products is ongoing; they
Vittel, operated by Idex. This site is in compliance with the
represent the largest proportion (one third) of cleaning
following obligations: declaration made, ICPE diagnosis made
products;
and prescriptions lifted, monitoring compliant.
 in France: replacement was completed in Winter 2011-
*ICPE: Installation Classified for the Protection of the Environment
2012;
 feasibility studies are still ongoing for the rest of the EAF
region due to country differences in the supplier’s ecolabel offering;
2012 Annual Report
Noise pollution and specific actions to combat noise: 37% of
Villages have a decibel meter and 34% have been measured
for noise by an external professional.
67
However, standardization of waste monitoring methods
between Villages is a difficult subject and one where we still
3.6.1.2. REDUCING AND RECYCLING WASTE
As part of the Green Globe certification process for all of its
Villages, Club Méditerranée is committed to:
need to improve. In 2012, an inventory was made of Village
practices, and a Stock and Supplies Manager was identified as
the person who should be systematically responsible for
- systematic sorting and recycling of waste;
monitoring in the Village. A new counting procedure,
- developing reuse and reducing the use of disposable
products;
standardized across all sites, was drafted, and Stock and
Supplies Manager training was created in November 2012, to
be implemented over 2013.
- reducing waste at source via purchasing (minimizing
packaging) and changes in services (eliminating some
individual packaging);
3.6.1.3. MANAGING HAZARDOUS WASTE
Club Méditerranée is concerned by hazardous waste such as
- establishing quantitative supervision of waste and setting
targets for reducing waste that is not reused or recycled.
cooking oil, batteries, WEEE (Waste Electrical and Electronic
Equipment) and computer consumables, energy-saving lamps,
medical waste (infectious clinical waste) and cans of harmful
Progress and results in 2012:
products (paints, solvents, etc.).
- The deployment of commitments as part of Green Globe
certification continued with:
 systematic sorting implemented in all departments;
 more in-depth sorting training provided for all GOs/GEs;
 more proactive research of existing channels, especially
in terms of green-waste composting;
 maintaining awareness among customers, especially
during Clear Art Planet and Happy Nature Box workshops
from Mini Club Med Nature (see subsection 3.6.5 on
Club Méditerranée’s commitment is to:
- use the appropriate channels for all its waste;
- and, as part of Green Globe deployment, proactively seek
out channels when they do not exist.
- awareness is regularly raised across all Villages in terms of
waste sorting, tracking and classification of documentary
evidence;
customer awareness) and continuing the partnership with
- in the Villages involved in the Green Globe process, a
Expédition Med (scientific mission on plastic waste in the
proactive search for channels was implemented where
Mediterranean Sea).
required, and customers were educated on using the right
- Villages continue to work with their suppliers and deliverers
on the recovery and reuse of delivery packaging (containers,
pallets, plastic fish crates to replace polystyrene trays, etc.);
- Over and above the Villages involved in the eco-certification
process, all Villages now systematically recycle where the
appropriate channels are available, as shown by the continued
growth of sorting since 2010;
channels for potentially infectious waste.
Worldwide recycling rates for hazardous waste (when the
channels exist) are rising steadily (see table below). Sites are
often faced with a lack of channels, especially in African
countries. For example, the search for a provider to collect
obsolete computer equipment from all Villages and Offices in
Europe-Africa has been unsuccessful so far, due to a lack of
serious guarantees from providers in terms of withdrawing
- In addition, the survey of waste volumes was added in 2010
computer hardware from countries outside France or Europe.
into
The contract we have agreed with a service provider applies
the
monthly
“Tech
Care”
environmental
reporting
campaigns. Now, 71% of Villages monitor their waste.
68
only to France.
2012 Annual Report
Waste management - performance indicators
WASTE RECYCLING AND MONITORING
% of Villages concerned using the channel when
the channel is known
No. of Villages using the
channel
compared
to 2010
All Villages in operation worldwide
2010
2011
2012
73
71
68
-7%
2008
2009
2010
2011
2012
number of Villages operated and opened for a full
season (excluding boats)
76
74
73
71
68
Number of Villages surveyed (*)
74
73
72
69
67
72
69
67
-7%
Newspapers and magazines
39%
42%
45%
77%
65%
19
27
30
58%
Office paper
42%
48%
48%
70%
76%
21
32
37
76%
Cardboard
73%
77%
89%
93%
95%
48
53
53
10%
Cans
55%
59%
70%
78%
84%
32
40
46
44%
Glass
81%
83%
88%
93%
90%
51
55
54
6%
Plastic containers and bottles
60%
60%
72%
85%
84%
38
44
46
21%
54%
70%
81%
80%
31
34
35
13%
Use of packaging recycling channels
Other plastic packaging
Use of hazardous waste treatment channels
Electric batteries
78%
85%
69%
93%
91%
44
52
50
14%
IT consumables
72%
77%
81%
81%
91%
35
35
42
20%
Electric and electronic equipment waste
64%
68%
85%
89%
87%
29
33
33
14%
Energy-efficient lamps
76%
78%
88%
92%
95%
36
36
40
11%
13%
Car batteries
89%
85%
85%
93%
96%
39
40
44
Medical and clinical waste
unknown
unknown
unknown
unknown
90%
unknown
unknown
26
Cans containing hazardous products
unknown
unknown
unknown
unknown
91%
unknown
unknown
39
95%
97%
97%
96%
96%
59
55
53
-10%
Cooking fats
Recovery or use of composting channels for organic waste
Green waste
39%
35%
46%
58%
61%
23
28
30
30%
Compostable food waste
53%
57%
50%
55%
69%
14
17
22
57%
Other food waste (dishes, plates)
81%
75%
63%
69%
68%
15
20
19
27%
35%
58%
71%
25
38
46
84%
Villages tracking volume of non-sorted, non-recycled waste:
Disclosure according to the guidelines of the Global Reporting Initiative (IM9 indicators in the GRI3 Tour Operator supplement)
Disclosure for the fiscal year from November 1, N-1 to October 31, N
(*) excluding Coral Beach (closed in January 2012) and Les Boucaniers
3.6.1.4.
MANAGING
THE
STORAGE
AND
USE
OF
HARMFUL SUBSTANCES
- replacement of some cleaning products with eco-labeled
products;
Club Méditerranée uses harmful substances such as paints,
swimming pool and kitchen cleaning agents, other cleaning
See subsection 3.6.1.1. “Managing discharge and pollution
products and, to a lesser extent, pesticides. Misuse or
risks”
improper storage of these products represents a threat to the
environment and human health.
- Furthermore, deployment of the eco-certification process is
also an opportunity to bring all sites up to best practice
As part of the Green Globe certification process for all of its
standards
Villages, Club Méditerranée is committed to:
improvements to cleaning plans and training, including more
- ensuring the proper use and storage of these products;
- reducing their use or replacing them with eco-labeled
for
storing
harmful
products:
2012
saw
information on risks associated with the storage and handling
of cleaning products. These new plans and training courses
are currently being rolled out.
products where possible.
2012 Annual Report
69
3.6.2 Sustainable use of resources
3.6.2.1. REDUCING DEPENDENCE ON FOSSIL FUELS
Aware of the increasing scarcity of fossil fuels and their impact
on climate change, as well as forecast increases in energy
costs in the coming years, Club Méditerranée has set the
following objectives:
- to reduce energy consumption per total hotel day (total hotel
days including customers and staff housed on site, including
during periods of closure) at comparable conditions (same
weather, same occupancy rate) by 2% per year;
- to reach 20% of renewable energy by 2020 in line with the
European objective.
To achieve this, its policy consists of:
- improving the energy mix (or distribution between different
 replacement of old air-conditioning systems (single R22
gas splits - CFCs) with two centralized highly efficient heat
pumps at Gregolimano in Greece (phase 1 in the hotel;
phase 2 in bungalows is scheduled for 2013), and with
more efficient multi-split heat pumps at Kamarina (Italy);
 replacement of a central air-conditioning unit with a very
highly efficient heat pump at Marrakech, Morocco;
 installation of a new type of thermostat specific to the
hotel trade, developed in partnership with Armec, to
manage and regulate air conditioning and heating on a
room-by-room
basis
according
to
occupancy,
at
Gregolimano (Greece);
 test in partnership with Philips and ADEME on the
replacement of halogen sources with high-performance
LEDs at Vittel le Parc with a view to future development in
other Villages;
energy sources) in favor of more energy from renewable
 continued replacement of traditional bulbs with energy-
sources;
saving bulbs.
- developing the use of renewable energy;
- working on buildings’ energy efficiency and performance;
- Lastly, we continued to: train and raise awareness among
our teams; apply energy best practice, notably by maintaining
temperature set points; share experience between Village
- managing consumption in depth via daily on-site monitoring
Technical Managers; and manage energy by using the
and a monthly report from the Technical Department using the
supervision unit established in 2010, which involves several
“Tech Care” environmental reporting system;
levels of operational management in the event of major
- and optimizing transportation through the renewal of the car
pool to achieve a fleet of vehicles emitting less than 120g
CO2/km.
Geothermal and wind energy are generally not cost-effective
solutions, given the seasonality of Villages; however, in a
study is expected to get under way in 2013 on geothermal cold
storage at La Caravelle (Guadeloupe).
- Work continued on improving the energy performance and
efficiency of buildings, including:
changes to a Village’s consumption.
Results in terms of energy consumption in 2012:
- 18% of electricity consumed comes from renewable
sources (EDF green certificates + hydraulics);
- In France, 55% of electricity purchased is certified from
renewable sources;
- Energy intensity in relation to Village EBITDAR has
decreased by 25% since 2008.
In 2012, total energy consumption was down 15% over four
years and up 0.1% vs. 2011, while the ratio for all energy
 insulation of façades and replacement of windows with
consumption per total hotel day* fell by 10% over four years
new double-glazed Hp (argon) windows at Alpe d’Huez
and 5.7% vs. 2011.
(France), enabling Energy Saving Certificates to be
obtained from EDF;
 optimization of BMSs (centralized management system
for buildings) at Alpe d’Huez and Avoriaz (France) for
Winter 2012-2013;
(* total hotel days: customers + staff residing on premises, including
over closure periods).
The cold snaps of February 2012 in Europe and the harsh
winter in the Middle East and North Africa were managed well
thanks to awareness-raising among teams and optimization of
technical management.
70
2012 Annual Report
ENERGY - Performance indicators - Data observed at October 31, 2012
2012
change
vs. 2008
2008
2009
2010
2011
number of Villages operated and opened for a full season
(excluding boats)
76
74
73
71
68 -11%
74
72
71
69
68 -8%
DIRECT ENERGY (in MWh)
NG (Natural Gas)
- Resold energy (source NG)
LNG (Liquefied Natural Gas)
LPG + Propane-Butane
Domestic fuel
Heavy fuel
EN3 - Total direct energy purchased
32,326
-4,631
0
48,448
80,391
5,836
162,370
% annual change
27,660
-4,424
0
44,676
58,733
9,114
135,759
24,628
-3,493
0
38,274
57,707
8,741
125,857
22,785
-3,640
4,056
38,342
57,464
6,184
125,190
-16.4%
-7.3%
-0.5%
23,863
-3,379
4,443
37,661
47,698
7,135
117,422
-6.2% Electricity purchased
241,267
219,062
219,310
214,717
of which certified green energy (France)
including hydropower from Ixtapa
Urban heat purchased
EN4 - Total indirect energy purchased
2,462
7,051
2,097
243,364
6,158
7,218
1,894
220,957
23,475
7,247
2,151
221,461
26,728
7,440
865
215,582
0
243,364
-9.2%
0
220,957
0.2%
0
221,461
-2.7%
3,357
218,939
223,081 32,488 6,153 793 223,875 3.8% 3,221 227,095 405,734
356,715
347,318
344,129
17.8%
3.91%
-12.1%
6.05%
-2.6%
13.87%
-0.9%
17.14%
% annual change
Portion of electricity from renewable sources (%)
Total energy ratio per total hotel day (1) (in kWh/total
hotel day)
% annual change of ratio per total hotel day (1)
Total energy ratio per open day (in MWh)
% annual change of ratio per open day
Total ratio of energy per € million of EBITDAR (MWh/€
million)
% annual change of EBITDAR ratio
-8%
-7%
344,517 0.1% 18.43% -15%
34.4
33.7
33.6
32.9
31.0 -10%
11.0%
24.2
-2.3%
21.8
-0.3%
20.9
-1.9%
20.6
-16%
-9.7%
-4.3%
-1.5%
-5.7%
20.4 -1.1% -25%
1,636
1,404
1,316
1,275
1,226 -14.2%
-6.3%
-3.1%
-3.8% EN6 - REDUCTION OF ENERGY NEEDS
Solar Thermal
Number of Villages concerned
Total surface area of solar panels (in m2)
Solar energy recorded (in MWh)
scope of MWh recorded (as a % of m2 of panels)
Heat recovery from cooling units and air
conditioners(number of sites)
Heat pumps (number of sites)
15
4,381
10,257
86%
12
3,978
1,589
62%
15
4,843
1,602
60%
16
4,317
7,181
56%
17
4,339
10,002
61%
19
19
19
17
17 -11%
5
7
7
8
9 80%
Installation of energy-saving systems (as % of number of sites)
Energy-saving bulbs
Air-conditioning speed regulators
timed lighting
Integrated energy management systems
Key-tags on GM rooms
external lighting: separate security / landscaping circuits
occupancy sensor (communal area)
heat recovery from air conditioners
heat recovery from discharged air
Air-conditioner switches
Heating switches
Heat recovery from cooling units
Average ratio of energy-saving bulbs (as % of total bulbs)
5 installations and more
-8%
EN5 - ENERGY EFFICIENCY RATIO
Total energies (direct + indirect) (MWh)
-22%
-41%
22%
-28%
INDIRECT ENERGY (in MWh)
% annual change
Hydropower produced in Village (Rio)
Total indirect energy
-26%
-27%
91%
76%
46%
56%
49%
55%
21%
28%
19%
15%
25%
7%
unknown
47%
25%
10%
93%
75%
47%
56%
47%
44%
25%
23%
19%
16%
26%
13%
unknown
43%
94%
75%
58%
52%
49%
45%
30%
22%
21%
17%
16%
11%
56%
61%
97%
77%
62%
54%
50%
47%
40%
35%
22%
20%
18%
15%
66%
71%
96%
93%
65%
53%
50%
50%
43%
30%
21%
28%
36%
13%
71%
66%
5%
22%
41%
-5%
2%
-9%
103%
7%
8%
83%
45%
89%
41%
Disclosure according to the guidelines of the Global Reporting Initiative (indicators EN3 to EN7 of the GRI3)
Disclosure for the fiscal year from November 1, N-1 to October 31, N - Energy consumption in MWh observed at October 31, 2012
(1) Total hotel days = Customers + staff residing on site, including closure periods
At October 31, 2012, consumption recorded for 2012 was up 0.94% compared to October 31, 2011;
this relates to minor corrections in some Villages for occasional errors identified retrospectively.
2012 Annual Report
71
(*) excluding Coral Beach, Les Boucaniers until 2011
versus 67% and 71% for Villages as a whole) and greater use
3.6.2.2. ENSURING WATER CONSERVATION
Club Méditerranée seeks to maintain current levels of water
consumption (at equivalent service standards) and increase
of recycled water for irrigation (in 45% of Villages in countries
with a water shortage compared to 39% of all Villages
throughout the world).
the proportion of non-conventional water (reverse-osmosis
These countries may also be penalized by the unavailability of
purified and recycled water).
specific equipment such as: fewer granular pot washers (9% in
Reduction targets can be defined on a Village-by-Village basis
according to the specific context. As part of the eco-
countries with a water shortage versus 34% for all Villages)
due to a lack of locally available technology.
certification process, Villages commit to a quantified reduction
Despite greater requirements, these practices have enabled a
of water consumption for each site involved.
water ratio per total hotel day(*) of 581 liters in countries with
In 2012, Club Méditerranée continued to work on various
areas of water policy, including:
water shortages, which is below the Village average and way
below trade standards (600 liters per night’s stay is generally
considered an excellent level of consumption for luxury hotels
- the continued proliferation of water-saving devices in
in a Mediterranean climate - source: Hotelier Benchmark
showers and sinks, leak tracking and the setting-up of
2007 and EarthCheck best practice in these countries).
centralized irrigation management;
- plans to reduce grass surfaces at the Belek golf course in
(*) Total hotel days = Customers + staff residing on site, including
closure periods
Turkey (opening scheduled for 2013);
- plans to recover rainwater at Albion (Mauritius);
Result in terms of water consumption
- operational management of consumption, which now covers
The disclosure on water consumption in the table below shows
all water consumed, not just water incurring a charge;
all the water used, whether paid-for or free.
- major maintenance work carried out on all Europe-Africa
- 40% of Villages use recycled wastewater (in Village or
Villages: repair of leaks in distribution networks, drip irrigation,
purchased) for irrigation;
etc.;
- 16% of water consumed is non-conventional water
- wastewater recycling projects to enable irrigation of the golf
(recycled
courses at Djerba la Douce and Agadir;
desalinated seawater).
- another investment program is under consideration at the
The ratio of cubic meter of water used to Village EBITDAR has
Agadir golf course to replace the turf grass on tee-off areas
decreased by 17% since 2008. In 2012, there was a 6% fall in
and fairways with another grass named “Paspalum,” which is
the total water used over four years but a rise of 0.2% on 2011;
better adapted to drought and consumes 30%-40% less water.
the ratio of water used per total hotel day(*) was stable over
The grass in question was chosen after the testing of several
four years but down 5 6% on 2011.
grasses over the past two years at a test “eco-hole”;
water,
reverse-osmosis
purified
water
and
Given the upscaling work, with the 2012 opening of Valmorel
- in 2009, repairs were made to waterproof membranes in
(4 Tridents and a 5-Trident Space) and the Valmorel Luxury
ponds, and these have continued every year with an
Chalets (France) and the closure of five non-strategic 3-
investment of €80,000 in 2012.
Trident Villages, the changes between 2011 and 2012 should
A special effort is made in countries with water shortages,
be viewed under different scopes.
although Villages in these countries are still penalized by
greater requirements, particularly for irrigation (less rainfall,
closure periods
more evapotranspiration), which are subject to more technical
management (drip irrigation, sprinklers set to 73% and 82%,
72
2012 Annual Report
WATER - Performance indicators - Data observed at October 31, 2012
2008
(excluding boats)
CONSUMPTION observed at October 31, 2012
EN8 - WATER USED (in thousands of m3)
EN8.1 - Municipal water
EN8.2 - Surface water
EN8.3 - Water table
EN8.4 - Recycled water purchased
En8 - Total water used
% annual change
EN10 - WATER RECYCLED and REUSED
En10.1 - Water recycled in Villages (in thousands of m3)
En10.1 / En8 - Share of recycled and reused water / water used
(%)
EFFICIENCY RATIO
Share of non-conventional water (as a %) (2)
Ratio of water used per total hotel day (1) (in m3/total hotel
day)
% annual change
Ratio of water used to EBITDAR (in thousands of m3 / € million)
% annual change
2009
2010
2011
2012
76
74
73
71
68
74
72
71
69
68 3,543
514
2,518
177
6,751
0.2%
change
vs. 2008
-11%
-8%
3,983
594
2,484
131
7,191
3,540
480
2,537
127
6,683
-7.1%
3,456
145
2,898
98
6,597
-1.3%
3,454
589
2,498
193
6,735
2.1%
743
712
772
960
877 18%
10%
11%
12%
14%
13% 26%
16% 14%
14%
14%
18%
0.611
0.631
0.638
0.644
29.0
3.3%
26.3
-9.3%
1.1%
25.0
-5.0%
0.9%
24.9
-0.2%
0.608 -5.6% 24.0 -3.7% 14
14
13
11 21%
37%
2,444
-8.2%
21%
37%
2,462
0.7%
20%
38%
2,544
3.3%
17,385
17,536
0.562
-0.7%
EN9 - WATER USED IN COUNTRIES WITH A WATER SHORTAGE (3)
Number of Villages in countries with a water shortage
14
Share of total hotel days (1) in countries with a water shortage
(as a %)
22%
Share of water used in countries with a water shortage (as a %)
37%
Total water used in countries with a water shortage (3)
2,661
% annual change
golf course (Agadir): ratio of water used / ha irrigated per year
(in m3)
17,135
Villages: ratio of water used per total hotel day (1) (m3/total
hotel day)
0.567
% annual change
20%
36%
2,446
-3.8%
-11%
-13%
1%
35%
-6%
0%
-17%
-21%
-9%
-2%
-8%
16,104
16,615 -3%
0.562
-0.1%
0.678
20.7%
0.581 -14.4% 2%
WATER SAVING EQUIPMENT (as a % of Villages concerned)
Pressure reducers
Flow-rate regulators
Water-saving toilet flush systems
Sprinkler timers (if green space is watered)
Drip irrigation (if green space is watered)
Granular pot washers
68%
79%
52%
67%
62%
29%
69%
85%
60%
65%
67%
29%
75%
86%
61%
65%
67%
30%
71%
86%
64%
52%
52%
30%
76%
87%
60%
66%
70%
34%
12%
10%
16%
-1%
13%
17%
other water-saving measures
Villages with at least two of these appliances
88%
28%
85%
27%
90%
27%
94%
26%
93%
5%
Wastewater recycling onsite
Villages using wastewater for irrigation
29%
33%
26%
35%
27%
34%
31%
39%
32%
40%
12%
(2) Non-conventional water: recycled and desalinated/reverse-osmosis purified water
(3) Countries with water resources below 1,000 m3 per capita per annum, i.e. Bahamas, Egypt, Israel, Maldives, Morocco, Tunisia
Disclosure according to the guidelines of the Global Reporting Initiative (indicators EN8 to EN10 of the GRI3)
Disclosure for the fiscal year from November 1, N-1 to October 31, N - Water consumption in thousands of m3 observed at October 31, 2012
At October 31, 2012, consumption recorded for 2012 was up 0.55% compared to October 31, 2011;
2012 Annual Report
73
- maintaining since 2009 the decision to make some GO
3.6.2.3.
RESOURCE
PRESERVATION:
clothing from organic cotton;
CAREFUL
PURCHASING IN SENSITIVE SECTORS
- Brochures: for many years, specific efforts have been made
Generally speaking, endangered species, products derived
to reduce the environmental impact of sales brochures.
from such species or items made using unsustainable
Volumes of paper used have been significantly reduced (-43%
practices are not consumed, sold, marketed or displayed in
since 2008) by reducing print runs, optimizing brochure
Club Méditerranée Villages. This commitment was reaffirmed
formats, removing price lists previously included in the Trident
as part of the Green Globe process, of which it is a mandatory
brochures,
requirement.
managing
inventories
better,
developing
e-
brochures and making information available on the websites
by sales country, etc.
In real terms, purchases in sensitive sectors have been the
subject of concerted efforts for several years, with:
Since 2009, the paper selected for all brochures in Europe-
- maintaining the Wood Purchasing Charter since 2007.
Africa, the U.S. and Canada are 100% certified (either by
Rolled out to all Club Méditerranée purchasers throughout the
PEFC or FSC, depending on the weight of paper and business
world, it aims to increase the use of certified wood and seek
area). Printers used for the Europe-Africa Trident brochures
replacements for non-certified tropical timber (such as acacia);
are now selected according to sustainable development
criteria and have the following certifications: ISO 9001, 14001,
- maintaining the Fish Purchasing Charter for responsible
FSC, PEFC, Bilan Carbone, Label Imprim’vert (compliance
fishing since 2008. Fish making up the buffets in Villages are
subject
to
special
attention:
internally,
the
with regulations on toxic products).
relevant
departments are made aware of the issues surrounding the
In addition, the Headquarters in Paris and Lyon are supplied
disappearance of certain species and the need to reduce
with PEFC (Pan European Forest Council) certified paper, and
pressure on the resource. We have not used bluefin tuna since
as part of the deployment of the Green Globe process,
2008, as the species is currently overfished. The Charter,
Villages are gradually moving towards the purchase of
which aims to discontinue the use of endangered fish species
recycled office paper.
and restrict purchases of overfished species, is now deployed
in almost all countries;
Paper consumption for Club Méditerranée brochures
Paper for Club Méditerranée brochures
2008
2009
2010
2011
change
vs. 2008
2012
Scope: Europe-Africa sales countries
IM6 - Volume of paper in tons
Winter brochure (in tons)
925
777
664
592
545
-41%
Summer brochure (in tons)
1,144
979
795
704
636
-44%
Total paper (in tons)
2,068
1,756
1,460
1,297
1,181
-43%
unknown
unknown
100%
100%
100%
IM7 - proportion of recycled or certified
paper
Share of PEFC or FSC paper (as a %)
Disclosure according to the guidelines of the Global Reporting Initiative (IM6-7 indicators in the GRI3 Tour Operator supplement)
Disclosure on Winter and Summer season brochures N/N+1
Scope: Summer and Winter Tridents + Club Méditerranée Discovery brochures + Club Méditerranée 2 brochures
Scope: All FBS (France, Belgium and Switzerland) countries + all NMEA (New Markets Europe-Africa) countries
with the exception of countries printing their brochures on site (South Africa, Spain, Israel and Portugal)
74
2012 Annual Report
3.6.3.
Reducing
greenhouse
gas
emissions and adapting to climate change
3.6.3.2. DURING OPERATION
The Club Méditerranée policy also involves considering
3.6.3.1. THROUGH LOW-EMISSION BUILDINGS
greenhouse gases in terms of operation, specifically goods
transportation:
The greenhouse gas (GHG) emissions policy is based on:
- encourage local procurement (80%-90% of goods and
- the measurement of direct and indirect energy (scopes 1
equipment are purchased in the country where the Villages are
and 2 of the Carbon Disclosure Project);
established);
- reducing emissions.
- group site deliveries from a given logistics platform per
(see subsection 3.6.2.1 on reducing dependence on fossil
operating area (e.g. Arnas in the Rhône-Alpes region for
fuels);
Europe-Africa).
Club Méditerranée intends to reduce CO2-eq emissions on
In 2012, criteria related to the reduction of greenhouse gas
average by 4% per year per total hotel day (*) over five years,
emissions (given off by vehicles, maritime pre-carriage by
in line with IPCC recommendations for a fourfold decrease in
road-rail, and a proportion of air/sea transport) were added to
emissions by 2050.
the key transportation indicators. They are currently being
validated internally within the Global Purchasing Department,
before being shared with carriers.
- In France, the rate of certificate-guaranteed electricity from
renewable sources went from 50% to 65% during 2012,
Greenhouse gas emissions are also being reduced thanks to
according to contract expiry dates, representing an average of
lower meat consumption and higher consumption of
55% for 2012 consumption;
organic products.
- The two sites at Peisey-Vallandry and Chamonix joined the
Energy Performance Network of Savoie and Haute-Savoie
Club Méditerranée tries to showcase vegetarian and organic
with the aim of reducing their energy consumption and
products. For instance, in 2012, Villages in Brazil reviewed
reducing their CO2 emissions by 6% by 2014;
their menus and now offer a hot and cold vegetarian specialty
- installation of heat pumps at Gregolimano (Greece);
partnership with Mae Terra and head chef Tatiana Cardoso,
- studies are ongoing on a combined solar solution for
who also trained the chefs in the Brazilian Villages. An organic
Palmiye (Turkey) to heat domestic water and on a heat pump
option is available at lunch for the three themed buffets
in Opio, Provence to heat the main swimming pool.
(products purchased from the farming group supported by
at each specialty buffet - the recipes were developed in
Agrisud.) (see subsection 3.4.2.4 on the Agrisud partnership)
Results in 2012:
By conserving forests in our Villages (see subsection 3.6.5
There was a 15% reduction in greenhouse gas emissions
on biodiversity), we also contribute to carbon storage (carbon
associated with energy over four years, though an
sinks). For instance, the 1,000 ha of Atlantic forest in the
increase of 2.2% compared to 2011, while the total hotel
Village of Rio Das Pedras in Brazil will contribute to the
day ratio (*) fell by 10% over four years and 3.8%
storage of 60,000-100,000 tons of CO2 (source: ForestValue).
compared to 2011.
Carbon intensity in relation to Village EBITDAR has decreased
by 25% since 2008.
closure periods
2012 Annual Report
75
Greenhouse Gas Emissions - Data recorded at October 31, 2012
(excluding boats)
2008
2009
2010
2011
2012
76
74
73
71
68
74
72
71
69
68 change
vs. 2008
-11%
-8%
EN16 - RELATING TO ENERGY (tons CO2-eq)
NG (Natural Gas)
LNG (Liquefied Natural Gas)
LPG + Propane-Butane
Domestic fuel
Heavy fuel
relating to direct energy (scope1)
% annual change
5,858
0
11,120
24,117
1,879
42,974
-6.3%
4,717
0
10,260
17,620
2,935
35,532
-17.3%
4,422
0
8,794
17,312
2,814
33,342
-6.2%
3,951
749
8,803
17,239
1,991
32,733
-1.8%
4,227
821
8,644
14,309
2,298
30,299
-7.4%
Electricity purchased
- EnR renewable energy certificates (France)
relating to indirect energy (scope2)
% annual change
101,823
-179
101,644
2.5%
93,184
-559
92,625
-8.9%
90,053
-2,132
87,921
-5.1%
89,778
-2,120
87,658
-0.3%
95,338
-2,576
92,762
5.8%
Total emissions relating to energy (tons CO2-eq)
% annual change
144,618
-0.3%
128,157
-11.4%
121,263
-5.4%
120,391
-0.7%
123,061
2.2%
-29%
-6%
-9%
-15%
CARBON INTENSITY (scope 1+2)
Ratio of emissions per total hotel day (1) (in CO2-eq kg/
total hotel day)
% annual change of ratio per total hotel day (1)
12.3
-2.6%
12.1
-1.5%
11.7
-3.1%
11.5
-1.7%
11.1 -3.8%
-10%
Ratio of emissions per € million of EBITDAR (tons CO2eq / € million)
% annual change of EBITDAR ratio
583.1
-15.6%
504.6
-13.5%
459.3
-9.0%
445.9
-2.9%
437.9 -1.8% -25%
EN17 - OTHER (scope 3) (in tons CO2-eq)
Relating to buildings
Refrigerants
Proportion of Villages surveyed as a %
Gray energy from buildings
Relating to transportation
of customers (whether or not transported by Club Med)
(2)
of Headquarters, Office and Agency staff
(known scope: France - calendar year)
of Village staff
freight - purchasing logistics
unknown prior to 2011
23,214
19,399 76%
69% not calculable, spread over the building’s 30-year history
estimated magnitude: 1 million tons of CO2-eq +/- 20%
not yet
1,430
1,681
1,544
closed
survey gradually implemented with Green Globe
Europe - Africa estimate in progress
Relating to products and services purchased
survey not possible
of which food products (3)
estimated magnitude: 400 tons of CO2-eq +/- 20%
(2) assumption: 1 ton CO2-eq on a medium-haul return flight and 3.5 tons CO2-eq on a long-haul return flight
(3) assumption of the Life Cycle Analysis made in 2006 in kg of CO2-eq / Hotel days sold
Disclosure according to the guidelines of the Global Reporting Initiative (indicators EN16 and EN17 of the GRI3)
Disclosure for the fiscal year from November 1, N-1 to Oct. 31, N - tons of CO2-eq emissions recorded at October 31, 2012
Taking into account the emission factors recommended by Ademe (excluding EDF)
Accounting for the carbon intensity of electrical production for each CAIT country (including France)
At October 31, 2012, emissions for 2012 were up 0.94% compared to those at October 31, 2011;
76
2012 Annual Report
3.6.3.3. THROUGH AN OPTIMIZED TRANSPORTATION
3.6.3.5. THROUGH PREPARING FOR ADJUSTMENT TO
POLICY
CLIMATE CHANGE
In the short term, the means available to Club Méditerranée to
influence the environmental impact of transporting people
remain limited, particularly since it does not have the
Club Méditerranée is aware of the impact that climate change
may have on its business and takes this into account.
operational command over transportation that it does over its
The risk of ski resorts becoming less attractive due to less
core business, namely the operation of its Villages. But acting
snow is taken into account when choosing the location of
on such levers remains a responsibility, no matter how limited
Villages, at high altitude and in major ski areas, as well as by
the scope.
the desire to diversify Village activities (complementary
By working with companies that perform well on an
activities to skiing in winter, summer activities). The most
environmental level, by offering alternative solutions to road
recent mountain Villages are all designed to be open in the
transport for all of its train-accessible Villages, and by
summer.
2
optimizing its use of chartered planes , Club Méditerranée is
committed to limiting the impacts linked to the transportation of
vacationers and staff.
Kani Village in the Maldives. In addition, in 2012, Club
Méditerranée acquired expertise in the prevention of beach
- As part of the Green Globe process, the Villages concerned
in
2012
versus
19
in
2011)
implemented
GHG
(greenhouse gas) tracking related to business travel.
- The
Transport
receding coastlines is taken into account when designing sea
Villages built slightly inland or on stilts, as is the case of the
(32
The risk of sea destinations becoming less attractive due to
Department
has
developed
erosion (risk increased by global warming and the increase in
extreme weather events) and drafted specific guidelines
relating to beach care and management in addition to its
working
Environmental Construction Guidelines.
partnerships with companies who provide pre- and post-
The risk of loss of attractiveness due to climate change
carriage by rail, mainly Air France, Corsair, Air Caraïbes and
(rainfall, temperature, extreme phenomena, disease) are taken
most recently Qatar Airways. Unfortunately, this train carriage
into account in risk management.
sold alongside air carriage is not easy to trace using our
statistical tools.
2012 data:
For more information, please see subsection 2.4.1 on risks
linked to the Group’s activities.
- 90% of intra-regional customers in 2012;
- In France, around 11,000 customers are transported by train
every year (excluding pre- and post-carriage);
- GHG tracking for Headquarters and Office employees in
France (business travel managed by Carlson WagonsLit) is
performed over the calendar year. Values for 2012 are as yet
unknown, but the downward trend is continuing.
3.6.3.4 BY ENCOURAGING CARBON OFFSETTING
3.6.4. Protecting biodiversity
3.6.4.1.
PROTECTING
BIODIVERSITY
DURING
CONSTRUCTION
Sensitive habitats are identified during the Environmental
Impact Assessment. Limitation measures identified in the
study are taken into consideration in the project, and the
Environmental Construction Guidelines assist in this respect.
While it may have a proactive policy in terms of reducing CO2
The Environmental Construction Guidelines contain a specific
emissions over the portion of the product that it controls, i.e.
chapter on biodiversity which covers the following topics:
operation of its Villages, the Group is aware that the same
cannot be said of transportation. For this reason, since 2008, it
has encouraged its customers to offset the carbon emissions
- harmonious relationship with the existing environment
(landscaping, materials, awareness);
produced by their travel arrangements using information in the
- encourage the presence of plant life (management of
marketing material.
outdoor spaces, “greening” of buildings);
- native and endemic species (giving priority to local species,
alternative maintenance, habitats and wildlife);
- comfort and biodiversity (thermal and acoustic comfort).
As such, the Valmorel Village (construction certified to French
“NF HQE” standards for the scheduling phase in 2009, design
phase in 2010 and completion phase in 2012) illustrates the
policy to preserve and enhance the ecological and landscape
quality of the site. For instance, in this Village:
2
- a complete study has been carried out on the external
Occupancy rates for planes 10 points higher than the level
environment, fauna and flora;
used by the SNCF eco-comparison tool, for example
2012 Annual Report
77
- the highest possible number of trees have been preserved;
- a level site plan has been set up in order to respect the
- selection of appropriate plant species (as a priority, local and
non-invasive);
natural terrain as much as possible;
- reintroduction of appropriate native species;
- a reduction in site coverage was necessary to preserve the
- elimination of preventative pesticide treatments; purely
protected swertia perennis species;
curative treatment;
- the Valmorel Village has been included in the network of
- withdrawal of chemical fertilizer and substitution by organic
existing walking routes that connects villages in the area and
matter via the incorporation of leaves into plant beds and
currently passes close to the site of Bois de la Croix.
development of mulching (spreading shredded cut plants):
organic material, saving water by limiting evaporation, limiting
weeds;
3.6.4.2. PROTECTING BIODIVERSITY DURING VILLAGE
- ban on herbicides giving priority instead to thermal
OPERATION
treatments in Europe or manual weeding in countries where
Club Méditerranée’s biodiversity protection policy is based on:
- reasonable management of green space;
- the purchasing policy: Wood Purchasing Charter since 2007,
manpower is more accessible;
- replacement of pesticides by beneficial insects (selected
with scientists to avoid invasive insects);
Fish Purchasing Charter for responsible fishing since 2008,
- favor drip irrigation and implement centralized irrigation
increase in organic food purchasing and eco-labeled products
management over larger networks.
(see sections 3.5 and 3.6.2.3);
- raising customer awareness on the discovery and protection
of nature: the actions in this area are described in the section
“Raising customer awareness”.
Differentiated management of green spaces means treating
all spaces differently according to their use, location and
nature (lawns, planted areas or flowers, etc.)
Thus, Village centers have carefully treated areas, while
- extension of the replacement of pesticides by beneficial
insects at Albion Villas;
- implementation of biological control and grinding of green
waste for recycling at the Gregolimano site;
- training for our Technical Managers given by an INRA
specialist on the treatment of the red palm weevil;
maintenance is more limited in Village surroundings, and
- continued support for Expédition MED: Méditerranée En
remote areas are kept natural.
Danger (€10,000 per annum);
Management of green spaces in each Village is set out by the
- raising customer awareness on biodiversity alongside
Green Spaces Environmental Manager of the Business Unit.
partnership programs with specialized agencies was stepped
The EAF Green Spaces Environmental Manager is also the
up as part of the deployment of Green Globe eco-certifications.
Group’s global authority on the subject.
Guidelines for the management of green spaces advise:
78
2012 Annual Report
BIODIVERSITY
All Villages in operation worldwide
number of Villages operated and opened for a full season (excluding
boats)
Village concerned
Protected area
Villages in a protected area
AsiaPacific
Americas
Global
2011
49
8
11
68
71
49
10%
21%
65%
76%
43%
8
15%
14%
88%
63%
50%
10
5%
85%
70%
40%
50%
67
8%
52%
69%
69%
45%
66
8%
59%
69%
72%
31%
of which natural
(ha)
BIODIVERSITY
EN11- Villages in or adjacent to protected areas
EN13 - Habitat protection
Village area (ha)
% site coverage (1)
% area kept natural (1)
% Villages not using nitrogen fertilizers
% Villages not using chemical pesticides on grounds
% Villages committed to biological treatment of green spaces
(*) excluding Les Boucaniers
Europe Africa
439
Protection and enhancement of biodiversity
111
Nature reserve (marine, coral)
7
Turquoise (Turks and
Caicos)
Nature reserve (marine, coral)
National park
33
Diving program in partnership with Beautiful Oceans focused on
26 the protection of species and respect for nature
Recycled wastewater used for irrigation.
Columbus Isle
(Bahamas)
Nature reserve (bird sanctuary)
43
Diving program in partnership with Beautiful Oceans focused on
20 the protection of species and respect for nature
Recycled wastewater used for irrigation.
Sandpiper Bay
(USA)
Nature reserve (mangroves)
16
5 Use of native plants for green spaces
Itaparica (Brazil)
National park (marine, coral)
33
2 Using recycled wastewater for irrigation
Trancoso (Brazil)
National park (forest)
World Heritage Convention
27
?
Kabira (Japan)
National park (marine)
19
Program to protect sea turtles.
5 Beach clean-up operations
Using recycled wastewater for irrigation
Vittel (France)
Protected area (Vittel mineral water
catchment area)
Cargèse (France)
Natura 2000
Villages adjacent to a protected area
Rio das Pedras
(Brazil)
Kani (Maldives)
Marrakech la
Palmeraie (Morocco)
Beldi (Turkey)
2012 Annual Report
Regional or national park
Nature reserve
UNESCO Heritage Site
240
3
Program to protect sea turtles under the aegis of the Ministry of
Ecology of Mexico for saving baby turtles.
Program to replant mangroves after the hurricane in 2006
Use of recycled wastewater for irrigation
Cancun (Mexico)
Biological maintenance for more than 20 years of green spaces
and golf course
Using beneficial insects instead of pesticides in consultation with
46
scientists.
Information on tree species and organic farming used in park
management
21
4
1345
1171
1031
-
1003
-
1,000 ha of the Atlantic Forest outside the village, belonging to
Club Méditerranée
Awareness-raising and academic work in the ecological reserve
and discovery and awareness-raising of the threatened Atlantic
Forest thanks to ecological walks
Use of recycled or shredded green waste
Use of organic fertilizers and beneficial insects.
ZNIEFF (Natural Area of Ecological
Interest for Fauna and Flora)
(bird sanctuary, protection of trees:
banyan, coconut tree, etc.)
12
Photo and video presentation on marine biodiversity and its
fragility
2 Reuse of algae collected on the beaches as compost instead of
chemical fertilizers
Nature reserve at Les Mouflons (palm
grove)
28
?
National park - protected marine area
(protected pine forest)
14
Using green waste recycled externally
3 Using organic fertilizer instead of chemical fertilizer
Using beneficial insects instead of pesticides
Partnership with the Observatory of the Marrakech Palmeraie to
support the replanting of the palm grove (2009)
Installation of bird boxes (2011)
Reducing noise and light pollution (2011)
79
Kamarina (Italy)
Regional nature reserve, pinus halepensis
75
45 Using recycled wastewater for irrigation
Kemer (Turkey)
40
37
Using organic fertilizer instead of chemical fertilizer
Otranto (Italy)
Regional park
40
25
Using recycled wastewater for irrigation
Palmiye (Turkey)
18
6 Vegetable garden to educate children.
Garden plans for a botanical tour
Villars-sur-Ollon
(Switzerland)
National or regional park
8
5
Chamonix MontBlanc (France)
Aiguilles Rouges massif nature reserve
2
0
Opio in Provence
(France)
Natura 2000 area “river and Gorges du
Loup”
La Palmyre
Atlantique (France)
Coastline preservation at “Les Combots
d’Ansoine”
Serre-Chevalier
(France)
Ecrins national park
Peisey Vallandry
(France)
Tignes Val Claret
(France)
Val d’Isère (France)
The participation area of the Vanoise
national park
Méribel (France)
Val Thorens (France)
The participation area of the Vanoise
national park
Replanting green spaces with native species in consultation with
the National Forests Office (NFO)
46
Replacement of pesticides by beneficial insects in consultation
with scientists (2009)
22 Organic treatment of the olive grove
Study and survey of flora and fauna in the Village by GAIADOMO
(2011)
24
Replacement of pesticides by beneficial insects in consultation
with scientists (2010)
22 “My establishment is a bird sanctuary” agreement and creation of
a bird sanctuary (2011)
9
1 Use of organic fertilizers instead of chemical fertilizers
Customer awareness-raising as part of Green Globe ecocertification
Village in an exceptional natural site - excluding protected reserves
Cherating (Malaysia)
60 ha of tropical primary forest in the
Village
85
Partnership with the Malaysian Fishery Department responsible
for managing the Sea Turtle Sanctuary.
60 Partnership with Wild Asia in Cherating on preserving biodiversity.
Cards explaining how to interact with the monkeys present on site
Other Villages committed to actions to protect biodiversity
Ixtapa (Mexico)
Programs to protect sea turtles under the aegis of the Ministry of Ecology of Mexico to save baby turtles.
Protecting two species of tree (parotid and mangroves)
Bintan Island
(Indonesia)
Program to protect sea turtles with an enclosure to protect eggs until hatching and launching
Harmful and dangerous animals (snakes, scorpions, etc.) are brought back to local authorities alive for analysis
Disclosure according to the guidelines of the Global Reporting Initiative (indicators EN11 and EN13 of the GRI3)
80
2012 Annual Report
3.6.5. Raising customer awareness
“Among all the pleasures in the world, there is the pleasure of
protecting the world…”: This is the tagline adopted for
shore or found in nature; as well as the strictly creative aspect,
this is also an opportunity to raise awareness of waste sorting
and environmental conservation;
addressing GMs in Villages and inviting them to behave in an
- Since 2010, Club Méditerranée has supported Expédition
eco-friendly manner throughout their stay. The achievements
Med, a scientific expedition studying plastic pollution in the
in this area in 2012 include:
Mediterranean, in order to combat it more effectively (€10,000
- the roll-out of Green Globe has led to the continued display
of “Let’s take care of the environment together” posters put up
in every customer room in eco-certified Villages. At the end of
2012, 10,000 rooms featured these posters;
support per year over three years). Scientists on the
expedition scour the Mediterranean aboard a sailboat for
several successive summers (2010 to 2013) taking samples
and studying the quantity, hazardous nature, origin and future
of thousands of tons of plastic waste found floating in the Sea
- Happy Nature Box promotions for Mini Club Med have
in ever-increasing quantities. Between missions, they publish
continued in all Happy Nature and 4- and 5-Trident Villages
their results and alert the scientific community and the media,
with Mini Club Med intended to make children aware of
with some success. Village Boutiques across Europe-Africa
sustainable development and encourage them to discover the
dedicated one day a week (known as Happy Med day) in
cultural and natural environment of Villages. It is based around
summer 2012 to highlighting this expedition, to which they
three themes: energy, music, and exploration;
donated 1% of the sales made on such days;
- the Clean Art Planet awareness-raising activity has been
- other initiatives: a “Very Important Turtles” kit was created to
deployed over all family Villages and tested in non-seaside
share best practice between Club Med Villages where sea
Villages (mountain resorts, Marrakech). It is designed to offer
turtles lay their eggs. In 2012, for the first time in decades,
children the chance to create and exhibit artwork and
turtles returned to lay their eggs on the beach at La Caravelle,
sculptures designed using plastic objects washed up on the
Guadeloupe.
For more information on the Sustainable Development Policy followed by Club Méditerranée:
http://www.clubmed-corporate.com
2012 Annual Report
81
Appendix 1 – Summary of environmental reporting methodology
put into perspective and to better understand all the
TECH CARE ENVIRONMENTAL REPORTING TOOL
environmental impacts of Villages.
Since 2007, Tech Care, an extension of the Indicia
professional environmental reporting software from Ivalua, has
been Club Méditerranée’s main tool for environmental control
PERIOD, SCOPE AND CHANGE OF SCOPE
and monitoring water and energy consumption.
The disclosure period runs from November 1 to October 31.
It allows the Technical Manager at each site to manage
This corresponds to the Company’s financial year.
consumption and then go back and consolidate it at the
(Country,
The scope covers all activities in Villages that operate for
Operational Regional Departments, Business Unit and Group).
at least one season over the fiscal year, regardless of
Changes in consumption and performance ratios are sent to
whether or not the activity is directly managed by Club
Central Management Control and Operational Departments.
Méditerranée (Spas, Boutiques, etc.). As such, non-
various
levels
of
operational
management
operational closed Villages that are still Club Méditerranée
This is monitoring of actual consumption, as recorded by
property assets, and thus maintained, are excluded from the
the Technical Manager at each site using:
scope. Consumption over periods of seasonal closure
- daily readings from water, electricity and natural gas meters;
(including
those
related
to
the
maintenance
and
renovation of Villages) are included in the disclosure.
- and calculation of monthly consumption by reading the tank
Environmental
gauges for other energies (fuel, LPG, LNG).
reporting
takes
account
of
all
Club
Méditerranée Villages throughout the world. The following are
A dual check is performed:
excluded:
- a check on the completeness of monthly information by the
- Headquarters, Offices, Agencies and the Club Med 2 boat;
Tech Care administrator;
- vehicle fleets.
- a check on data consistency via the monthly control
In addition, until 2011 two Villages were excluded as they were
performed centrally by the Technical Department.
not managed by Club Méditerranée, and environmental data
An annual campaign is conducted in Tech Care during
was not reported by our partners until then (Les Boucaniers in
September covering more than 500 qualitative and contextual
Martinique and Coral Beach in Israel).
indicators. It enables the analyses performed on Villages to be
GLOBAL
number of Villages operated and
opened for a full season
(excluding boats)
2008
2009
2010
2011
2012
76
75
73
71
68
Albion Villas
(Mauritius)
Sinai Bay (Egypt)
Yabuli (China)
Valmorel (France)
Valmorel Chalets
(Fr)
Athenia (Greece)
Metaponto (Italy)
Sestrières (Italy)
Djerba Meridiana
(Tunisia)
Nabeul (Tunisia)
Les Menuires (Fr)
Smir (Morocco)
Coral Beach
(Israel)
Lindeman Island
(Australia)
New Villages
Closure (Villages not included)
Kos (Greece)
Les Almadies (Côte
d’Ivoire)
Arcs Altitude
(France)
Bora Bora
(Polynesia)
Villages not operated over the
year (and therefore not included)
Number of Villages surveyed
Villages not surveyed
Luxor (Egypt)
74
Coral Beach
(Israel)
Les Boucaniers
(Caribbean)
73
Coral Beach
(Israel)
Les Boucaniers
(Caribbean)
71
Coral Beach
(Israel)
Les Boucaniers
(Caribbean)
69
Coral Beach
(Israel)
Les Boucaniers
(Caribbean)
68
The difference between the 68 villages in the above table and the 71 villages in the table on pages 16 and 17 can be explained by
the facts that : i) the boat isn’t part of Tech Care reporting and ii) Lindeman Island and Coral Beach villages are not part of Tech Care
reporting either because they closed during the fiscal year 2012.
82
2012 Annual Report
Water consumption is directly monitored in cubic meters and
Greenhouse gas emissions for energy other than electricity
includes all the water used by sites, whether paid-for or free.
are calculated using the emission factors recommended by
Energy consumption is measured in operational units (in kWh,
ADEME.
cubic meters, or kg). This consumption is converted and
Greenhouse gas emissions for electricity (including France)
consolidated in kWh of final energy consumed using ADEME
are calculated using the country-specific electricity production
conversion ratios (for some sites such as Opio, Vittel, and
carbon intensity factors published annually by the Climate
Chamonix, the conversion ratio used for gas is the one given
Analysis Indicators Tool (CAIT) developed by the World
on the bill).
Resources Institute.
Unit
Unit conversion into CO2-eq
=
10.83698 kWh
1 m
3
=
2.53585 kg CO2-eq
kg
1 kg
=
13.77888 kWh
1 kg
=
2.82720 kg CO2-eq
LPG
kg
1 kg
=
12.77880 kWh
1 kg
=
2.95190 kg CO2-eq
Domestic fuel
liter
1 liter
=
10.56885 kWh
1 liter =
3.17065 kg CO2-eq
Heavy fuel
kg
1 kg
=
11.16478 kWh
1 kg
3.59506 kg CO2-eq
m
LNG
2012 Annual Report
3
Unit conversion into kWh
3
Natural gas
1 m
=
83
Appendix 2 – Cross-referencing between GRI (Global Reporting Initiative) indicators and
the environmental indicators quoted
§ in Registration
Document
Cross-referencing between GRI and indicators quoted
GRI 3
Component: Materials
GRI 3
CORE EN1
Materials used by weight or volume
GRI 3
CORE EN2
Percentage of materials used that are recycled input materials
GRI 3
3.6.2.3
3.6.2.3
Component: Energy
GRI 3
CORE EN3
Direct energy consumption by primary energy source
3.6.2.1
GRI 3
CORE EN4
Indirect energy consumption by primary source
3.6.2.1
GRI 3
SUP
EN5
Energy saved due to conservation and efficiency improvements
3.6.2.1
GRI 3
SUP
EN6
Initiatives to provide energy-efficient or renewable energy-based products and services, and
reductions in energy requirements as a result of these initiatives
3.6.2.1
GRI 3
SUP
EN7
Initiatives to reduce indirect energy consumption and reductions achieved
3.6.2.1
GRI 3
Component: Water
GRI 3
CORE EN8
Total water withdrawal by source
3.6.2.2
GRI 3
SUP
EN9
Water sources significantly affected by withdrawal of water
3.6.2.2
GRI 3
SUP
EN10
Percentage and total volume of water recycled and reused
3.6.2.2
GRI 3
Component: Biodiversity
GRI 3
CORE EN11
Location and size of land owned, leased, managed in, or adjacent to, protected areas and areas
of high biodiversity value outside protected areas
GRI 3
CORE EN12
Description of significant impacts of activities, products, and services on biodiversity in protected
areas and areas of high biodiversity value outside protected areas
3.6.4
GRI 3
SUP
EN13
Habitats protected or restored
3.6.4
GRI 3
SUP
EN14
Strategies, current actions, and future plans for managing impacts on biodiversity
3.6.4
GRI 3
SUP
EN15
Number of IUCN Red List species and national conservation list species with habitats in areas
affected by operations, by level of extinction risk
3.6.4
GRI 3
3.6.4
Component: Emissions, Effluents and Waste
GRI 3
CORE EN16
Total direct and indirect greenhouse gas emissions by weight (tons CO2-eq)
3.6.3.1
GRI 3
CORE EN17
Other relevant indirect greenhouse gas emissions by weight (tons CO2-eq)
3.6.3.1
GRI 3
SUP
Initiatives to reduce greenhouse gas emissions and reductions achieved
3.6.3.1
GRI 3
CORE EN19
Emissions of ozone-depleting substances by weight
3.6.3.1
GRI 3
CORE EN20
NOx, SOx, and other significant air emissions by type and weight
unknown
GRI 3
CORE EN21
Total water discharge by quality and destination
unknown
GRI 3
CORE EN22
Total weight of waste by type and disposal method
unknown
GRI 3
CORE EN23
Total number and volume of significant spills
GRI 3
SUP
EN24
Weight of transported, imported, exported, or treated waste deemed hazardous under the terms
of the Basel Convention Annex I, II, III, and VIII, and percentage of transported waste shipped
internationally
unknown
GRI 3
SUP
EN25
Identity, size, protected status, and biodiversity value of water bodies and related habitats
significantly affected by the reporting organization’s discharges of water and runoff
Not applicable
GRI 3
CORE EN26
Initiatives to mitigate environmental impacts of products and services, and extent of impact
mitigation
GRI 3
CORE EN27
Percentage of products sold and their packaging materials that are reclaimed by category
GRI 3
CORE EN28
Monetary value of significant fines and total number of non-monetary sanctions for noncompliance with environmental laws and regulations
Not applicable
GRI 3
SUP
EN29
Significant environmental impacts of transporting products and other goods and materials used
for the organization’s operations, and transporting members of the workforce
3.6.3.1
GRI 3
SUP
EN30
Total environmental protection expenditures and investments by type
EN18
GRI 3
Component: Products and Services
GRI 3
84
Not applicable
3.1.1
Not applicable
Component: Compliance
unknown
2012 Annual Report
CORPORATE GOVERNANCE
4. CORPORATE GOVERNANCE
GENERAL INFORMATION
The management of the Company is carried out by the Board of Directors, the Chairman of the Board of Directors and the Chief
Executive Officer. French law provides that a company’s management may be placed under the responsibility of either the Chairman
of the Board of Directors or another individual appointed by the Board as Chief Executive Officer.
At its first meeting, which was held on March 16, 2005, the Board decided to combine the functions of Chairman of the Board and
Chief Executive Officer, and appointed Henri Giscard d’Estaing as Chairman and CEO. This decision reflected the Board’s view that
combining these two positions would be the best way of successfully implementing the upscale strategy. On March 3, 2011, the
Board again decided, on the recommendation of the Nominations and Compensation Committee, in favor of overlapping the
functions of Chairman of the Board of Directors and Chief Executive Officer.
In accordance with Article 14 of the Board of Directors’
4.1. COMPOSITION OF THE BOARD
AND ITS COMMITTEES
4.1.1. Members of the Board
internal rules, every director must own at least 500 shares in
the Company within one year of their appointment. Following
this one-year deadline, and until the end of their term, each
director must adjust the number of shares they own in the
Company so that the value of these shares is at least equal to
50% of the amount of directors’ fees received for one year.
The Board of Directors comprises a minimum of three and a
The criteria for directors’ independence are outlined in section
maximum of 18 members, elected by shareholders in an
4.2 of this Annual Report.
Ordinary Shareholders’ Meeting. Under the terms of Article
14.2 of the Company’s bylaws, newly appointed and re-elected
directors have a fixed mandate of three years. However, on an
exceptional basis, the Shareholders’ Meeting called to approve
the financial statements for the year ended October 31, 2010
appointed and reappointed some directors for a four-year term
to allow for the staggered renewal of the Board of Directors.
At the time of submitting this document, the Board comprises
the following 14 directors and one non-voting director,
4.1.2. Directors’ mandates
Members of the Board of Directors and positions held in other
companies:
Born on October 17, 1956
bringing together individuals with complementary skills and
French
experiences:
Business address: Club Méditerranée, 11 rue de Cambrai
75019 – Paris (France)
-
Henri Giscard d’Estaing (Chairman)
Anass Houir Alami
Saud Al Sulaiman
Alain Dinin
Dominique Gaillard
Guangchang Guo
Christina Jeanbart
Pascal Lebard
Georges Pauget
Jiannong Qian
Isabelle Seillier
Anne-Claire Taittinger
Thierry de La Tour d’Artaise
CMVT International, represented by Amine
Benhalima
- Gérard Pluvinet (non-voting director)
Dominique Gaillard was appointed to the post of director on
Appointed on March 16, 2005
Last reappointment: March 3, 2011
Term end: Shareholders’ Meeting called to approve the
financial statements for the year ended October 31, 2013
First appointment with the Company: July 17, 1997
Independent director: no
Number of Company shares held: 1 517
Chairman of the Strategic Committee
Biography: Henri Giscard d’Estaing graduated from Institut
d’Etudes Politiques de Paris and has a degree in economics.
He began his career with Cofremca, where he served as an
Associate Director between 1982 and 1987, specializing in the
March 12, 2012 by the Shareholders’ Meeting.
study of changes in food consumption patterns and their
At the next Annual General Meeting of Club Méditerranée,
group and was successively Head of Development, Chief
which is scheduled for March 7, 2013, shareholders will be
asked to approve the reappointment of Alain Dinin, Georges
Pauget, and CMVT International (see section 6.2 of this
Annual Report).
No directors are elected by the Company’s employees.
2012 Annual Report
marketing and strategic impacts. In 1987 he joined the Danone
Executive Officer of the British subsidiary HP Food Lea and
Perrins, Chief Executive Officer of Evian-Badoit and Head of
the Mineral Water division. Henri Giscard d’Estaing joined
Club Méditerranée in 1997, holding the positions of Chief
Operating Officer in charge of Finance, Development and
International Relations (1997-2001), Chief Executive Officer
85
(2001-2002), and Chairman of the Executive Board (20022005) before being appointed Chairman and Chief Executive
ANASS HOUIR ALAMI
Officer.
Director
OTHER POSITIONS WITHIN THE GROUP
Born on March 8, 1968
Chairman and Founding Director of:
Moroccan
- The Club Méditerranée Foundation (France)
Business address: Caisse de Dépôt et de Gestion - Place
Moulay Al Hassan - B.P. 408 – Rabat (Morocco)
OTHER POSITIONS OUTSIDE THE GROUP
Appointed on July 23, 2009
Director of:
- Casino, Guichard-Perrachon (France) – Listed company
Member of the Supervisory Board of:
First appointment with the Company: July 23, 2009
- RANDSTAD (Netherlands) – Listed company
Number of Company shares held: 500
OTHER POSITIONS HELD WITHIN THE PAST FIVE YEARS
(OTHER THAN THOSE SHOWN ABOVE)
Chairman of:
- Hôteltour (France)
- Club Med Marine (France)
- CM U.K Ltd (United Kingdom)
- Jet Tours (France)
Chairman of the Board of Directors of:
- Club Med World Holding (France)
- Club Med Services Singapore Pte Ltd (Singapore)
Vice-Chairman of : Nouvelle Société Victoria (Switzerland)
Permanent representative of Club Méditerranée SA as director
of: Hôteltour (France)
Director of:
Member of the Strategic Committee
Biography: A graduate of the Ecole Mohammedia des
Ingénieurs, with an MBA in international business and finance
from New York University’s Stern School of Business, Mr.
Alami began his career as a financial analyst (1993-1998). He
joined financial services company Upline Group as a financial
advisor (1998-2001) and was later appointed as its general
manager (2001-2006). From 2005 to 2006, Mr. Alami also
served as Chairman of the Supervisory Board of Société de la
Bourse des Valeurs de Casablanca (SBVC, the Moroccan
stock market operator). He became CEO of Barid Al-Maghrib
in 2006. In 2009, Mr. Alami was appointed CEO of Caisse de
Dépôt et de Gestion du Maroc.
Primary position held outside the Company:
Chief Executive Officer of Caisse de Dépôt et de Gestion du
Maroc
- SECAG Caraïbes (France)
- Club Med Management Asia Ltd. (Hong Kong)
Non-Executive Chairman of:
- Carthago (Tunisia)
- Auda (Morocco)
- ADP (France) – Listed company
- CDG Capital (Morocco)
- Holiday Hôtels AG (Switzerland)
- Compagnie Générale Immobilière (CGI) (Morocco) – Listed
company
- Dyar Al Mansour (Morocco)
- Foncière Chellah (Morocco)
- Jnan Saïss Développement (Morocco)
- MADAEF (Morocco)
- Novec (Morocco)
- Patrilog (Morocco)
- Société d’Aménagement Zenata (Morocco)
- Société Centrale de Reassurance (SCR) (Morocco)
- Société Hay Rabat Andalous (SHRA) (Morocco)
- Société Hôtelière Nador (SHN) (Morocco)
86
2012 Annual Report
- SDRT (Morocco)
- CDG Développement (Morocco)
- HoldCo (Morocco)
- Casanearshore (Morocco)
- Meditel (Morocco)
- Technopolis Rabatshore (Morocco)
- CMVT International (Morocco)
Chairman and Chief Executive Officer of:
Chairman and CEO of Société Immobilière de la Mer (SIM)
(Morocco)
Director of:
- ADER-Fes (Morocco)
- Avilmar (Morocco)
- Casa Transport (Morocco)
- Resort Co (Morocco)
SAUD AL SULAIMAN
- Massira Capital Management (MCM) (Morocco)
Director
Director of:
Born on December 8, 1961
- Atlanta (Morocco) – Listed company
Saudi Arabian
- Ciments du Maroc – Italcementi Group Morocco (Morocco) –
Listed company
Business address: C/O: Rolaco Trading and Contractrind Madina Road, Al Sulaiman Villa - P.O. Box: 222 - Jeddah21411 (Saudi Arabia)
- Fonds d’Equipement Communal (Morocco)
- Fipar Holding (Morocco)
- Fonds Igrane (Morocco)
- Fonds Marocain de Placement (Morocco)
First appointment with the Company: December 12, 2003
- Infra Maroc (Morocco)
- Medi1TV (Morocco)
Independent director: yes
- Moroccan Financial Board (Morocco)
- Nemotek (Morocco)
Biography: Mr. Al Sulaiman graduated in Finance from New
- Poste Maroc (Morocco)
- Sanad (Morocco)
- Sonadac (Morocco)
York University in the United States. Since he began his
career, he has held several management positions with the
Rolaco Group, which is partly owned by the Al Sulaiman family.
He has contributed to driving the group’s expansion in a
number of areas including manufacturing, finance, real estate
Chairman of the Supervisory Board of:
development and tourism.
- MEDZ (Morocco)
- Université Internationale de Rabat (UIR) (Morocco)
Partner and Managing Director of Rolaco Trading and its
subsidiaries (Jeddah, Saudi Arabia)
- Al Barid Bank (Morocco)
- Agence Spéciale Tanger Méditerranée (TMSA) (Morocco)
Member of the Board of Directors of:
- Holding Al Omrane (Morocco)
- Arabian Cement Company (Saudi Arabia) – Listed company
- TUI AG (Germany) – Listed company
- Saudi Arabian Refineries Company (Saudi Arabia) – Listed
Director General of Poste Maroc (Morocco)
Chairman of the Supervisory Board of SBVC (Morocco)
General Manager of Upline (Morocco)
Non-Executive Chairman of:
- Foncière UIR (Morocco)
company
- Rolaco Holding SA (Luxembourg)
- Semiramis Intercontinental Hotel (Egypt) – Listed company
- Sharjah National Lube Oil Company (United Arab Emirates )
- Hotel Intercontinental Geneve SA (Switzerland)
- Park Plaza Hotel Geneve AG (Switzerland)
- Winter Valley Tourism Investment Company (Jordan) –
- SAMAZ (Morocco)
Listed company
- Sofac (Morocco)
- Ready-Mix Concrete & Construction Supplies Co (Jordan) –
Listed company
2012 Annual Report
87
- Qatrana Cement Company (Jordan) – Listed company
- Gulf General Cooperative Insurance Company (Saudi Arabia)
- InterContinental Hotels Saudi Arabia Co (Saudi Arabia)
Director and Member of the Executive Board of Fédération
Promoteurs Immobiliers (FPI) (France)
Director of Observatoire Régional du Foncier in the Ile de
France region (ORF) (France)
Director and Chairman of:
Member of the Executive Committee of:
- Nexity Immobilier d’entreprise SA (France)
- Saudi Arabian Refineries Company (Saudi Arabia) – Listed
- SA Crédit Financier Lillois (CFL) (France)
company
- Nexity Biandrate (Italy)
- Gulf General Cooperative Insurance Company (Saudi
- Sesto Edison 1 (Italy)
Arabia)– Listed company
- Sesto Edison 2 (Italy)
Vice-Chairman and Member of the Supervisory Board of SA
- Hadhan Holding SA (Luxembourg)
SAGGEL HOLDING (France)
- UBS Saudi Arabia (Saudi Arabia)
Director of:
Member of the Investment Committee of:
- SAS Nexity Logement (France)
- Gulf General Cooperative Insurance Company (Saudi
- Nexibel 6 (Belgium)
Arabia)– Listed company
Managing Director of:
- Nexity Italia (Italy)
ALAIN DININ
- Nexity España (Spain)
Director
Representative of Nexity, Chairman of Nexity Franchises
Born on February 22, 1951
(France)
French
Business address: 1, Terrasse Bellini - TSA 48200 La Défense
11 - 92919 Paris La Défense Cedex (France)
Appointed on February 25, 2010
Representative of Nexity, Vice-Chairman, CEO and Director of
SAS Eco-Campus in Chatillon
Legal representative of SAS Eco-Campus in Chatillon,
Chairman of SAS Mercedes
Representative of NEXITY, director of NEXIBEL 1, NEXIBEL 2,
First appointment with the Company: February 25, 2010
NEXIBEL 3, NEXIBEL 5 and NEXITY IG (Belgium)
Permanent representative of SAS NEXIM 1, Director of:
- UFIAM SA (France)
- Ressources et Valorisation SA (France)
Permanent representative of George V Gestion SAS, Director
Biography: A graduate of the Ecole Superieure de Commerce
de Lille, Mr. Dinin joined the Arnault Group in 1979 as
Managing Director of Férinel, and subsequently of George V.
of SA Chantiers Naval de l’Estérel (France)
Permanent representative of SAS NEXITY LOGEMENT,
In 1996 he was appointed Managing Director of CGIS (now
Director of:
Nexity). In 1997 he was named Chairman and Chief Executive
- SA FEREAL (France)
Officer of George V. He then served as CEO of Maeva from
1998 to 2000. In 2000 he was appointed Vice-Chairman and
- SAS GEORGE V REGION NORD (France)
Managing Director of Nexity, and was named its Chairman and
Co-manager of SARL Clichy Europe 4 (France)
Chief Executive Officer in 2004.
Chairman and CEO of Nexity (France) - Listed company
Chairman of the Investment Committee of Nexity (France) –
Listed company
Member of the Strategic Orientation Committee of Skema
Business School
88
2012 Annual Report
appointed Vice-Chairman and Chief Executive Officer of
Vice-Chairman and director of Crédit Foncier de France
Officer in 2000.
(France)
Groupe SEB, and he became Chairman and Chief Executive
Primary position held outside the Company: Chairman and
- Chairman of Nexity Lamy SAS (France)
Chief Executive Officer of Groupe SEB
Vice-Chairman and Director of Lamy SA (France)
Chairman of the Supervisory Board of Lamy SA (France)
Chairman of:
Director of:
- SEB SA (France) – Listed company
- Nexibel 6 (Belgium)
- SEB Internationale (France)
- Nexity Belgium (Belgium)
Permanent representative of:
Some offices representing Nexity or Nexity Logement within
- Sofinaction, director of Lyonnaise de Banque (France)
the management bodies of companies in the Nexity group
Director of Nexibel Investissement (Belgium)
Representative of SIG 31 Participations, Director of:
- NEXIBEL 1 (Belgium)
Director of:
- Legrand (France) – Listed company
- Zhejiang SUPOR (China) – Listed company
- Rowenta Invest BV (Netherlands)
Permanent representative of SIG 30 Participations, member of
Director of:
the Supervisory Board of SAS GEPRIM (France)
Manager of:
- SARL Critère (France)
THIERRY DE LA TOUR D’ARTAISE
- Groupe Seb Japan (Japan)
- Groupe Seb Mexicana (Mexico)
- SIPAREX Associés (France)
- Plastic Omnium (France) – Listed company
Director
Born on October 27, 1954
French
DOMINIQUE GAILLARD
Business address: GROUPE SEB - Chemin du Petit Bois - Les
4 M - B.P. 172 - 69134 Ecully Cedex (France)
Director
French
Business address: 20, Place Vendôme – 75001 Paris (France)
First appointment with the Company: March 16, 2005
Member of the Nominations and Compensation Committee
Biography: A graduate of the Ecole Supérieure de Commerce
de Paris and a certified public accountant, Thierry de La Tour
d’Artaise served as head of internal audit with the Chargeurs
group from 1983 to 1984, before joining Croisères Paquet
where he held the post of Chief Financial Officer from 1984 to
1986 and subsequently Chief Executive Officer from 1986 to
1993. He joined Groupe SEB in 1994 as Chief Executive
Officer of CALOR SA, of which he became Chairman and
Chief Executive Officer in 1996. In 1998, he was named head
of the group’s Home Appliances division. A year later, he was
2012 Annual Report
Biography: Dominique Gaillard has been awarded degrees
from the Ecole Polytechnique and the Ecole Nationale des
Ponts et Chaussées, the IAE de Paris, and the University of
Berkeley in California (Master of Sciences in Ocean and
Coastal Engineering). He began his career at a subsidiary of
Pechiney specializing in high-performance materials, first as
Head of R&D then Sales & Marketing Director (1988 to 1990).
He worked at Charterhouse (private equity firm now known as
Chequers Capital) from 1990 to 1997, during which time he
orchestrated many growth capital operations and LBOs. Mr.
89
Gaillard joined AXA Private Equity in 1997 as Head of LBOs to
manage a fund of €95 million. He is currently Chief Executive
Officer and Member of the Executive Board in charge of direct
funds (€5 billion managed in growth capital, LBO Small & Mid
Cap, Co-Investment, Infrastructure, AXA Capital).
Primary position held outside the Company: Chief Executive
Officer and member of the Executive Board, in charge of direct
funds - AXA Private Equity (France)
Chairman of:
- AXA Alexandrie SAS (France)
- Novafives SAS (France)
Chief Executive Officer of:
- AXA Investment Managers Private Equity Europe SA (France)
- AXA Private Equity Eastern Europe GmbH (Austria)
- APEP GmbH (Germany)
- Alvest (formerly TLD International Holding) (France)
- Mersen (France) – Listed company
- AXA Private Equity Germany (Germany)
- AXA Private Equity US (United States)
Director of:
- AXA Private Equity UK (United Kingdom)
- AXA Private Equity Italy (Italy)
Chairman of:
- Pikanter 11 SAS (France)
- Arkadin International SASU (France)
- Moteurs Baudouin SA (France)
- Groupe Keolis (formerly Kuvera) (France)
- Kebexa Participations (France)
- Vieux Port Equity (France)
Vice-Chairman of the Supervisory Board of:
- AXA Private Equity Eastern Europe GmbH (Austria)
- Groupe Keolis (formerly Kuvera) (France)
- Floor’in SAS (France)
Director of:
- AXA IM LBO Management Ltd (Jersey)
- AXA LBO Management III Ltd (Jersey)
- AXA LBO Management IV Ltd (Jersey)
- ACF II Investment Sàrl (Luxembourg)
- AXA Co-Investment III Ltd (Jersey)
Co-manager of:
- Vendôme GSG SARL (France)
- AXA Private Equity Switzerland Holding AG (Switzerland)
- RPAX One S.A. (Luxembourg)
- Clayax Acquisition 4 SAS (France)
- Spie (France)
GUANGCHANG GUO
Director
- AXA Co-Investment II Ltd (Jersey)
Chinese
- AXA CEE Management Ltd (Jersey)
Business address: No.2 East Fu Xing Rd. – Shanghai P.R.
(China)
Manager of:
- PENFRET (Belgium)
- ACF I Investment Sàrl (Luxembourg)
Member of the Executive Board of:
- AXA Investment Managers Private Equity Europe SA (France)
- AXA Investment Managers Private Equity SA (France)
Biography: Mr. Guo graduated with a degree in philosophy
(1989) before earning a Master’s in Business Administration
(1999) at Fudan University. Mr. Guo is co-founder of the
Fosun Group and has chaired it since 1994. In 2002, Mr. Guo
was appointed Vice-Chairman of the Shanghai Federation of
Industry and Commerce, becoming Vice-Chairman in 2007. In
2004, Mr. Guo was named Chairman of the Zhejiang Chamber
90
2012 Annual Report
of Commerce in Shanghai, becoming Honorary President in
2011.
Director of:
Primary position held outside the Company: Chairman of
- Hôtel Intercontinental Genève SA (Switzerland)
Fosun Group (China)
- Park Plaza Hotel AG (Switzerland)
- Rolaco Holding SA (Luxembourg)
Non-Executive Director of:
- Fosun Pharma (China) – Listed company
Vice-Chairman of:
- Nanjing Nangang (China) – Listed company
None
Director of:
PASCAL LEBARD
- Forte (China)
Director
Honorary President of the Zhejiang Chamber of Commerce in
Shanghai (China)
Vice-Chairman of the Shanghai Federation of Industry and
Commerce (China)
Born on May 15, 1962
French
Business address: 8, rue de Seine - 92517 Boulogne Cedex
(France)
Director of:
- Sinopharm (China)
First appointment with the Company: April 23, 1997
- Shanghai Yuyuan Tourist Mart Co. Ltd (China)
Non-Executive Director and Vice-Chairman of Zhaojin Mining
Industry Co. Ltd (China) – Listed company
Biography: After graduating from EDHEC, Pascal Lebard
CHRISTINA JEANBART
became a Chargé d’Affaires at Crédit Commercial de France
Director
from 1986 to 1989. He held the position of Associate Director
Born on December 12, 1979
Swiss
at 3i SA from 1989 until 1991, before becoming a Director at
Ifint (later known as Exor Group) at the Agnelli group. In 2003
he joined Worms & Cie (which was renamed Sequana in 2005)
Business address: Rolaco Group Services – Chemin du Petit
Saconnex 30-32 – 1209 Geneva (Switzerland)
as a member of the Supervisory Board (2003-2004),
(2004-2005) and then Chief Operating Officer (2005-2007).
- Director and CEO of Sequana (formerly Worms & Cie)
subsequently becoming a member of the Executive Board
(France) – Listed company
Member of the Audit Committee
Executive Chairman of:
Biography: A graduate of the Institut Supérieur de Gestion
- Arjowiggins SAS (France)
(ISG) in Business Administration, Finance and Economics in
2000, Christina Jeanbart began her career at Morgan Stanley
- Antalis SAS (France)
as an Index Analyst. In 2002, she joined Rolaco Group
Chairman of:
Services SA, a subsidiary of Rolaco Holding SA (Luxembourg)
and is in charge of the supervision and development of the
- Boccafin (formerly Permal Group SAS) (France)
group’s European investments in a variety of sectors such as
- DLMD (France)
tourism, hospitality, finance and maritime activities.
Vice-President of Rolaco Group Services SA (Switzerland)
2012 Annual Report
Director of:
- LISI (France) – Listed company
- Greysac (formerly Domaines Codem) (France)
91
- Safic Alcan (France)
- CEPI (Confederation of European Paper Industries) (Belgium)
- Eurazeo PME (France)
Executive Officer of Crédit Agricole SA, Chairman of LCL
(Crédit Lyonnais) and Chairman of Crédit Agricole CIB.
Chairman of SAS Economie, Finance et Stratégie (France)
- MICEL (France)
Chairman of:
- Fromageries de l’Etoile (France)
- Exor SA (France)
Chairman and Chief Executive Officer of:
- Domaines Codem (France)
Director of:
- SGS (Switzerland)
- Domaines Codem (France)
- Européenne de Financement (France)
- Soficol (France)
Director of:
- Valeo (France) – Listed company
- Danone Communities
- Eurazeo (France) – Listed company
Honorary President of:
- LCL-Le Crédit Lyonnais (France)
Chairman of:
- Institut pour l’Education Financière du Public (IEFP) (France)
- Pôle de Compétitivité Finance Innovation (France)
- Toulouse School of Economics, representative of Crédit
Agricole SA to the Partners Club (France)
- Insead OEE data service (France)
Scientific Director of the Asset Management Chair at
Université Paris Dauphine (France)
- Exint (France)
Member of the Executive Board of:
- Worms & Cie (France)
Liquidator of:
- Financière Worms SA (Switzerland)
Chairman of the Board of Directors of:
- Viel & Cie (France) – Listed company
GEORGES PAUGET
Director
Born on June 7, 1947
French
- Crédit Agricole SA (France)
- Crédit Lyonnais (France)
Chairman of:
Business address: 2 rue de Monceau – 75008 Paris (France)
- Crédit Agricole Corporate and Investment Bank
Appointed on December 8, 2010
- Projet Monnet, European bank card project
- French Banking Federation
First appointment with the Company: June 29, 2010
Director of Banca Intesa
Chairman of the Audit Committee
Biography: Georges Pauget holds a doctorate in economics.
He has served his entire career with the Crédit Agricole Group,
holding positions of responsibility at Crédit Agricole SA and its
subsidiaries, prior to becoming CEO of several regional offices
of Crédit Agricole. In 2003, Mr. Pauget was appointed CEO of
Crédit Lyonnais. He then served from 2005 to 2010 as Chief
92
2012 Annual Report
JIANNONG QIAN
ISABELLE SEILLIER
Director
Director
Born on January 4, 1960
Chinese
French
Business address: No.2 East Fu Xing Rd. – Shanghai P.R.
(China)
Business address: 14, Place Vendôme – 75001 Paris (France)
Appointed on June 29, 2010
Biography: Mr. Qian graduated from Shandong University in
China and earned a Master’s degree in Economics in
Germany. Having studied and worked for 10 years in Germany,
he returned to China as a senior manager of Metro, and then
Vice-Chairman of OBI (China). He was then appointed VicePresident of Wumart, a company listed on the Hong Kong
stock exchange. In 2006, he became CEO and Director of
NEPSTAR (China), which became the largest pharmacy chain
in China and successfully floated on the New York Stock
Exchange under his stewardship.
Biography: A graduate of Sciences-Po Paris (Economics and
Finance, 1985) and with a Master’s degree in Business Law,
Isabelle Seillier began her career in the options division of
Société Générale in Paris in 1987, where she held the position
of sales team manager for options products in Europe until
1993. She joined JPMorgan in Paris in 1993 as head of the
French derivatives sales team for industrial groups. In 1997,
as part of the investment banking arm, she became a banking
advisor covering large industrial customers. In March 2005 she
was appointed joint head of investment banking, a post she
took on alone from June 2006. In September 2008, Isabelle
Primary position held outside the Company: President,
Seillier was appointed Chairman of JPMorgan in France while
Commercial Investment Group and Senior Managing Director,
remaining in charge of investment banking. She is also a
Fosun Group
member of the EMEA IB Executive Committee and the EMEA
IB
Inclusive
Leadership
Council
(Diversity
Council)
of
JPMorgan.
Director of:
- Yuyuan Tourist Mart (China) – Listed company
- FF Group (Greece) – Listed company
Member of the China Retail Leadership Summit
Member of the Board of:
- Chain Store & Franchise Association (China)
Vice-Chairman of:
- China Pharmaceutical Chain Association (China)
Primary position held outside the Company: Chairman of
JPMorgan France and Director of investment banking activities
in France and North Africa (France)
Member of the Board of:
- Paris Europlace (France)
- Danone (France) – Listed company
- AFB (France)
None
2012 Annual Report
93
ANNE-CLAIRE TAITTINGER
Director
Born on November 3, 1949
French
Chairman and Chief Executive Officer then Chairman then
Director of:
- Baccarat (France) – Listed company
Director of:
- DEXIA (France)
- Tocqueville Finance and Tocqueville Finance Holding
(France)
Chairman of the Nominations and Compensation Committee
CMVT
INTERNATIONAL,
REPRESENTED
BY
AMINE
BENHALIMA
Director
Biography: Anne-Claire Taittinger is a graduate of Institut
d’Études Politiques (IEP) in Paris. She also holds Master’s and
post-graduate degrees in urban planning as well as an
executive MBA from HEC (formerly CPA Paris). After working
CMVT International, a subsidiary of the Caisse de Dépôt et de
Gestion du Maroc group and formerly known as Fipar
International, is a Moroccan company specializing in foreign
investment
for four years as an urban planner and head of urban
Business address: 7 rue du Mexique – Tangiers (Morocco)
development operations with several cities in France at
Appointed on February 25, 2010
specialized subsidiaries of the Caisse des Dépôts et
Consignations, Ms. Taittinger entered the world of business in
1979 through several positions of increasing responsibility in
management, development and, ultimately, the executive
management of Groupe Taittinger as well as Groupe du
Louvre. Until January 2006, she was Chairman of the
Executive Board of Groupe Taittinger and Chief Executive
Officer of Groupe du Louvre, two companies listed on the
Paris stock market (No. 2 in Europe in hospitality and luxury
goods including champagne, 12,000 employees). In parallel,
from 1993 to 2005 she led the turnaround of Baccarat (listed
company, 1,200 employees worldwide) as Chief Executive
Officer, and later Chairman of the Board of Directors. In
First appointment with the Company: February 25, 2010
Number of Company shares held: 2 250 231
None
None
September 2006, after directing the sale of Groupe Taittinger
Amine Benhalima, representative of CMVT International
to an investment fund in 2005, she led the turnaround of
Born on January 30, 1970
Champagne Taittinger through her own investment company
Moroccan and French
(SAS Le Riffray) and a pool of private investors. Alongside this
effort, she was involved to varying degrees through Le Riffray
in several investments, including Hôtel du Mont Blanc in
Chamonix, Certicorps (compliance audit, e-vigilance), and
Wefcos (Women’s Forum – Deauville) as Senior Advisor until
Business address: Immeuble CDG – Place Moulay Hassan –
Rabat (Morocco)
Member of the Audit Committee
its sale to Publicis.
Primary position held outside the Company: Chairman of SAS
Biography: After graduating from Ecole Polytechnique et de
Le Riffray (France)
Télécom ParisTech, Amine Benhalima began his career in
of Programs (1995-1996) and Director of Information Systems
Director of:
and Organization (1996-1998). In 1998, he joined CFG Group
- Carrefour (France) – Listed company
Casablanca Finance Markets, a subsidiary of CFG Group. In
- Thales (France) – Listed company
2002, Mr. Benhalima was appointed Director of Engineering
- Institut Français des Administrateurs (France)
Two years later, he was appointed Director and CEO of Fipar
Holding, and in 2007 he was also appointed Director and CEO
- FinanCités (France)
and Chief Executive Officer of Fipar Holding. In September
- Planet Finance (France)
2010, he was appointed Deputy CEO of Caisse de Dépôt et de
94
1993 at Royal Air Maroc, where he was successively Director
as Deputy Director of Capital Markets and Assistant CEO of
and Development at Caisse de Dépôt et de Gestion du Maroc.
of CDG Capital. In 2009, Mr. Benhalima became Chairman
Gestion du Maroc.
2012 Annual Report
Deputy CEO of Caisse de Dépôt et de Gestion du Maroc
Chairman of:
Chairman and Chief Executive Officer of Fipar-Holding, a
- Foncière Chellah (Morocco)
subsidiary of Caisse de Dépôt et de Gestion du Maroc
- Fonds Sindibad (Morocco)
- Vice-President of the Casablanca Stock Exchange (Morocco)
Director of:
- Chairman of the Board of Directors at CDG Capital Gestion
- CDG Capital (Morocco)
(Morocco), CDG Capital Bourse (Morocco), CDG Capital
Private Equity (Morocco), CDG Capital Real Estate (Maroc),
- Meditelecom (Morocco)
CDG Capital Infrastructures (Morocco)
- Holdco (Morocco)
Director of:
- CMVT International (Morocco)
- Comanav (Morocco)
- Teck Capital Management (Morocco)
- Pechiney MMA (Morocco)
- Ciments du Maroc (Morocco) – Listed company
- Maroc Connect (Morocco)
- Lyonnaise des Eaux de Casablanca (Morocco) – Listed
- Crown Packaging Maroc (Morocco)
company
- Air Liquide Maroc (Morocco)
- Eqdom (Morocco)
- Averroes Finance (France)
- Afriquia SMDC (Morocco)
- Medi 1 TV (Morocco)
- La Mamounia (Morocco)
GÉRARD PLUVINET
Non-voting director
Born on July 16, 1947
- Lafarge Ciments (Morocco) – Listed company
French
- Renault Tanger Méditerranée (Morocco)
Business address: 9, avenue Hoche – 75008 Paris (France)
- Atlanta Sanad (Morocco) – Listed company
Appointed on July 23, 2009
- Société Centrale de Réassurance (Morocco)
- Madaëf (Morocco)
- Société Immobilière de la Mer (Morocco)
Biography: After graduating from Institut d’Etudes Politiques
- Sai Mdiq (Morocco)
de Paris and obtaining advanced degrees in economics and
- Fonds Inframaroc (Morocco)
law, in 1970 Gérard Pluvinet joined Société Centrale pour
l’Industrie where he was CEO and then Chairman. Alongside
- CIH (Morocco) – Listed company
his duties at Société Centrale pour l’Industrie, Mr. Pluvinet
- New Marina de Casablanca (Morocco)
performed operational duties in a number of affiliates,
specifically CFO at Electronique Appliquée à la Mécanique
- Société Med Resort (Morocco)
(1972-1973), Chairman and CEO of Centre d’Etudes et de
- CDG Développement (Morocco)
Recherche des Minéraux Industriels (1979-86), and ViceChairman and CEO of Méribel Alpina. In 1998, Mr. Pluvinet
- Acacia Participations (Morocco)
founded 21 Centrale Partners.
- CGI (Morocco) – Listed company
Primary positions held outside the Company:
- MedZ (Morocco)
Chairman of the Executive Board of 21 Centrale Partners
- Sanad (Morocco)
(France)
- Nemotek (Morocco)
Chairman and Managing Director of R.SV.P. S.r.l. (Italy)
- Fondation CDG (Morocco)
Director of:
- Telyco (Morocco)
- Schemaquattordici S.p.A. (formerly 21 Investimenti S.p.A.)
(Italy)
- TMPA (Morocco)
- 21 Partners S.p.A. (formerly 21 Investimenti Partners S.p.A.)
- TM2 (Morocco)
2012 Annual Report
(Italy)
95
Chairman of:
Henri Giscard d’Estaing is assisted by an Executive VicePresident:
- Financière du Val d’Osne SAS (France)
MICHEL WOLFOVSKI
Executive Vice-President and Chief Financial Officer
- International Fitness Holding SAS (France)
Non-director
Born on April 3, 1957
- Financière Louis SAS (France)
French
- Digital Virgo SAS (formerly Jet Multimédia Group) (France)
Business address: Club Méditerranée, 11 rue de Cambrai 75019 Paris (France)
- Financière Eclat SAS (France)
Vice-Chairman of the Supervisory Board of:
- Allvalv SAS (France)
OTHER POSITIONS WITHIN THE GROUP
Vice-Chairman and Director of SPFT Carthago (Tunisia)
- Financière Verlys SAS (France)
Member of the Supervisory Board of: International Fitness
Director of:
Holding (France)
- Ethical Coffee Company SA (Switzerland)
Director of:
Permanent representative of 21 Centrale Partners on the
- Figaroclassifieds (France)
Supervisory Board of:
- La Fabrique du sur Mesure (France)
- Financière Storage SAS (France)
- Coyote System SAS (France) (21 Centrale Partners chairs
the Supervisory Board of Coyote System)
Director of:
- Club Med Gym (France)
- Société Financière de Transmission Florale Expansion SAS
(France)
- B.A.I. SAS (France)
- Jet tours (France)
- Euronext (France)
- Financière CMG (France)
Permanent representative of: Club Méditerranée SA in Club
Med World Holding (France)
- Newgate SAS (France)
- Financière Vivaldi SAS (France)
- Financière Ravel SAS (France)
- Ileos SA (France)
- Global Financial Services (G.F.S.) SA (France)
- Financière CMG SAS (France)
- Nord Est SAS (France)
Director of:
- 21 Nextwork S.p.A. (Italy)
Permanent representative of 21 Investimenti Belgium on the
Board of Directors of:
- Oeneo SA (France) – Listed company
96
2012 Annual Report
4.1.3. Statement on corporate officers
To the best of the Company’s knowledge, there are no family
links between the corporate officers.
The members of the Audit Committee are Christina Jeanbart,
Georges Pauget and Amine Benhalima. The Committee is
chaired by Mr. Pauget. It should be noted that no corporate
officer is a member of this Committee, in accordance with the
As far as the Company is aware, in the past five years none of
Corporate Governance Code for Listed Companies issued by
its corporate officers have been convicted of any fraudulent
AFEP-MEDEF in December 2008 and updated in April 2010.
offences or have been associated with any bankruptcies,
receiverships or liquidations.
THE NOMINATIONS AND COMPENSATION COMMITTEE
In addition, no official public incriminations and/or sanctions
The Nominations and Compensation Committee has four
have been pronounced against any of the Company’s officers
members - two independent directors, one non-independent
by any statutory or regulatory authorities and they have never
director, and one non-voting director - who are appointed for
been disqualified by a court from acting as a member of the
the length of their directorships.
administrative, management or supervisory bodies of an issuer
or from acting in the management or conduct of the affairs of
any issuer.
The
members
of
the
Nominations
and
Compensation
Committee are Anne-Claire Taittinger, Thierry de La Tour
d’Artaise, Pascal Lebard and Gérard Pluvinet (non-voting
To the best of the Company’s knowledge, there are no
director). The Committee is chaired by Anne-Claire Taittinger.
potential conflicts between the personal interests of the
It should be noted that no corporate officer is a member of this
corporate officers and those of the Company.
Committee, in accordance with the Corporate Governance
Finally, to the best of the Company’s knowledge, there are no
service agreements between the Company and its corporate
officers other than those mentioned in the Statutory Auditors’
special report on related-party agreements.
Code for Listed Companies issued by AFEP-MEDEF in
December 2008 and updated in April 2010.
THE STRATEGIC COMMITTEE
The Strategic Committee has eight members – including four
independent directors – who are appointed for the length of
4.1.4. Committee Members
their directorships.
At its meeting of March 16, 2005, the Board of Directors
The members of the Strategic Committee are Isabelle Seillier,
established three permanent committees to assist and
Henri Giscard d’Estaing, Anass Houir Alami, Saud Al Sulaiman,
participate effectively in the preparation of its decisions: the
Alain Dinin, Dominique Gaillard, Jiannong Qian, and Georges
Audit
Pauget. The Committee is chaired by Henri Giscard d’Estaing.
Committee,
the
Nominations
and
Compensation
Committee, and the Strategic Committee.
The Committees comprise members of the Board. The Board
appoints the members and the Chairmen of these Committees.
THE AUDIT COMMITTEE
The Audit Committee has three members, including two
independent directors, who are appointed for the length of
their directorships.
2012 Annual Report
97
4.2. CHAIRMAN’S REPORT ON THE PRACTICES AND PROCEDURES OF
THE BOARD OF DIRECTORS AND ON THE BALANCED REPRESENTATION
OF WOMEN AND MEN ON THE BOARD
In accordance with Article L.225-35 of the French Commercial Code, the Board of Directors determines the Company’s strategy and
oversees its implementation. Except for the powers directly vested in the shareholders, the Board considers all matters concerning
the efficient management of the Company and makes all related decisions within the limits set by the Company’s corporate purpose.
The Board’s practices and procedures are governed by French law, the Company’s bylaws, and the internal rules of the Board and
the Board Committees.
This report has been drawn up in accordance with paragraphs 6 et seq. of Article L.225-37 of the French Commercial Code. Its
purpose is to report to shareholders on the conditions underlying the preparation and organization of the work of the Board of
Directors (“the Board”) of Club Méditerranée SA (“the Company”).
This report was approved by the Board at its meeting of December 6, 2012.
PRACTICES AND PROCEDURES
4.2.1.
Membership,
Procedures
Practices
and
- being an employee or corporate officer of the Company, or
an employee or director of its parent or one of its
consolidated subsidiaries, or having been one during the
4.2.1.1. COMPOSITION OF THE BOARD
previous five years;
At October 31, 2012, the Board was composed of fourteen
directors and one non-voting director:
- being a corporate officer of a company in which the
Company is a corporate director, either directly or indirectly,
-
Henri Giscard d’Estaing (Chairman)
Anass Houir Alami
Saud Al Sulaiman
Alain Dinin
Dominique Gaillard
Guangchang Guo
Christina Jeanbart
Pascal Lebard
Georges Pauget
Jiannong Qian
Isabelle Seillier
Anne-Claire Taittinger
Thierry de La Tour d’Artaise
CMVT International (formerly Fipar International),
represented by Amine Benhalima
- Gérard Pluvinet (non-voting director)
or in which an employee appointed in that role, or a
corporate officer of the Company (currently in office or
having held such office in the past five years), is a director;
- being
a
customer,
supplier,
investment
banker
or
commercial banker (i) that is material for the Company or
Group, or (ii) for which the Company or Group represents a
significant portion of the business;
- having close family ties with a corporate officer;
- having been an auditor of the Company within the previous
five years;
- representing a controlling interest in the Company. For
directors holding in excess of 10% of the Company’s capital
The positions and duties of the members of the Company’s
and/or voting rights, the classification as independent takes
Board of Directors are detailed in section 4.1 of this Annual
into account the Company’s ownership structure and any
Report.
potential conflict of interests.
In compliance with its internal rules, the Board regularly
Based on these criteria, the following seven of the Company’s
checks
are
fourteen Board members are considered to be independent:
independent in accordance with current corporate governance
Christina Jeanbart, Isabelle Seillier, Anne-Claire Taittinger,
criteria. The Board assessed the independence of its members
Saud Al Sulaiman, Alain Dinin, Thierry de la Tour d’Artaise,
by applying the criteria set out in the AFEP-MEDEF Corporate
and Georges Pauget.
that
Governance
its
members
Code
for
include
Listed
directors
Companies
who
published
in
December 2008 (available at www.medef.fr), which defines the
following situations as incompatible with the status of
independent director:
- serving as director of the Company for more than 12 years;
98
In accordance with Law No. 2011-103 of January 27, 2011 on
the balanced representation of men and women on corporate
boards and the provisions of the AFEP-MEDEF Corporate
Governance Code for Listed Companies, the Board includes
three women, or 21.4% of its membership.
2012 Annual Report
In addition, upon proposal from its Chairman, the Board of
Directors may appoint one or more non-voting directors, who
are individuals, who may or may not be shareholders, who
may number no more than six.
They are appointed for a term of three years and may be
reappointed or removed from their post at any time and for any
reason whatsoever by the Board of Directors.
The non-voting directors have an advisory role and are
BOARD MEETINGS
Average period of notice for calling Board meetings
The provisional schedule of meetings of the Board and Board
Committees is sent to each director at the beginning of the
fiscal year. The average period of notice for calling these
meetings is approximately one week.
Chairman
responsible for helping the Board of Directors, though at no
Board meetings are chaired by the Chairman of the Board or,
time do they have the power to replace it. They are invited to
in his or her absence, by the director designated as acting
meetings of the Board and attend deliberations in an advisory
Chairman or by another director designated by the Board. All
capacity. Their absence shall not adversely affect the value of
of the meetings in fiscal 2012 were chaired by the Chairman of
the deliberations.
the Board.
Directors’ right to information
4.2.1.1. BOARD PRACTICES AND PROCEDURES
INTERNAL RULES
At its meeting on March 16, 2005, the Board adopted a set of
internal rules governing its organization, practices and
procedures. These are based on French law, the Company’s
bylaws and the recommendations set out in AFEP-MEDEF’s
Corporate Governance Code for Listed Companies.
The internal rules stipulate that the Board should meet as
The Chairman of the Board is required to provide directors on
a timely basis with any and all documents and information they
may need to fulfill their duties.
During fiscal 2012, the Board met five times. The average
attendance rate was 91%, and the average duration was 1
hour and 20 minutes.
The Company’s Executive Vice-President attended all of the
Board meetings.
often as the Company’s interests require.
They describe the terms of reference and powers of the Board,
define the practices and procedures of the Board Committees,
and impose a duty on directors to treat as strictly confidential
4.2.2. Role and responsibilities of the
Board and Board Committees
all information obtained in their capacity as Board members,
4.2.2.1. ROLE OF THE BOARD
as well as the duty to comply with the fundamental principles
In accordance with Article L.225-35 of the French Commercial
of independence, ethical conduct and integrity. The internal
Code with its internal rules, the Board determines the
rules require each director to disclose to the Board any actual
Company’s strategy and oversees its implementation.
or potential conflict of interest in which he or she may be
directly or indirectly involved, and in such a case to abstain
from taking part in any discussion and/or vote on the matters
in question.
In addition, they set out the rules applicable to trading in the
Company’s shares, as defined in Article L.621-18-2 of the
French Monetary and Financial Code and article 223-22 A of
the General Regulations issued by the AMF.
Except for the powers directly vested in the shareholders, the
Board
considers
all
matters
concerning
the
efficient
management of the Company and makes all related decisions
within the limits set by the Company’s corporate purpose.
In this regard, the Board monitors the quality of information
provided to shareholders and the market through the
publication of financial statements or in connection with major
transactions. In particular, when interim financial statements
The internal rules provide for the remuneration of the
are prepared, it meets with the senior management team
Chairman and members of the Board of Directors for their
which (a) explains how the results were obtained and presents
services in the form of directors’ fees. For fiscal 2012, these
the balance sheet, financial position and notes to the financial
are outlined in subsection 4.6.5 of this Annual Report.
statements, and the nature of changes in cash and net debt,
The internal rules state that directors may participate in Board
meetings by videoconference or using other forms of
and (b) reports on the main accounting principles used which
have a significant impact on the financial statements.
telecommunication technology (including conference calls and
In addition, the Board is informed of changes in the key
any other interactive means of electronic communication) that
indicators tracked by the Management Control Department
enable them to be identified and to effectively participate in the
whose data are periodically reconciled with the financial
discussion and vote, subject to compliance with the applicable
reporting information.
regulations. Accordingly, directors who take part in Board
meetings through such means are deemed to be present for
the purposes of calculating the quorum and voting majority,
except for Board meetings held to approve the financial
statements of the Company and the Group and the related
management report.
2012 Annual Report
Finally, based on the recommendations of the Compensation
Committee, the Board sets the policy for compensation (fixed
and variable) payable to the senior management, plus
commitments of any kind made by the Company. This policy is
outlined in section 4.6 of this Annual Report.
99
Concerning fiscal 2012, the Board: examined the separate and
Giscard d’Estaing’s more than 15 years of seniority in the
consolidated financial statements for the year ended October
Group, the Board thus decided that it was unjustified to
31, 2011; approved the reports and resolutions of the
terminate his employment contract, with the proviso that the
Combined Shareholders’ Meeting of March 12, 2012; reviewed
contract remains suspended during the term of office without
the quarterly and semi-annual performance and results;
overlapping compensation.
reviewed the budget and the strategic plan; examined the
separate and consolidated financial statements for the first six
months of fiscal 2012; set up a stock option plan for certain
4.2.2.2. ROLES OF THE BOARD COMMITTEES
employees; authorized investments (e.g. asset acquisition and
At its meeting of March 16, 2005, the Board established three
renovation)
or
disposals
where
the
amounts
involved
exceeded the threshold defined in the internal rules; and
authorized the implementation of the Company’s share
buyback program.
permanent committees to assist and participate effectively in
the preparation of its decisions: the Audit Committee, the
Nominations and Compensation Committee, and the Strategic
Committee.
The Board also reviewed the reports of the various Board
Committees.
The Committees comprise members of the Board. The Board
appoints the members and the Chairmen of these Committees.
EVALUATION OF BOARD PRACTICES AND PROCEDURES
THE AUDIT COMMITTEE
Over fiscal 2012, the Board evaluated its practices and
The Audit Committee has three members, all of whom are
procedures
via
a
questionnaire.
The
purpose
of
the
questionnaire was to gather the opinions of each Board
member as to the Board’s composition and functioning, the
holding of meetings, the organization of discussions, the
quality of information provided to the Board, and the
functioning of Board Committees. The results of this evaluation
were analyzed by the Nominations and Compensation
Committee and presented to the Board at its meeting on
December 6, 2012.
There was an improvement compared with the previous
evaluation. In summary, the composition and functioning of the
Board of Directors were deemed satisfactory, specifically with
regard to its organization and discussions between directors
and management.
members of the Board without operational duties, and two of
whom are independent according to AFEP-MEDEF criteria. As
regards their professional experience, training and knowledge
of Club Méditerranée’s business, the Committee members
have the required competencies in accounting, finance,
internal control and risk management (the Committee’s
composition is detailed in section 4.1 of this Annual Report).
The rules governing the Audit Committee’s organization, mode
of operation, tasks and duties are described in a specific
Charter that was unanimously approved by the Committee’s
members during its meeting of June 8, 2005. The Audit
Committee is one of the key components of the corporate
governance structure set up by the Company. It is responsible
for assisting the Board with reviewing and approving the
interim and annual financial statements, as well as with
CORPORATE GOVERNANCE CODE
examining any operations or events that may have a
significant impact on the Group and its subsidiaries in terms of
The Company complies with the Corporate Governance Code
commitments and/or risks.
for Listed Companies issued by AFEP-MEDEF in December
In accordance with the AMF’s recommendations, the Audit
2008 and updated in April 2010 (the “AFEP-MEDEF Code”).
Committee is responsible for monitoring:
However, at its meeting on March 16, 2005, the Board
- the process of preparing financial information;
authorized the suspension of the employment contract of Henri
- the
Giscard d’Estaing due to his appointment as Chairman and
effectiveness
of
internal
control
separate
and
and
risk
management systems;
CEO. The suspension of the employment contract of Henri
Giscard d’Estaing was confirmed at the Board meeting of
- statutory
March 11, 2008 when his appointment was renewed.
auditing
of
consolidated
financial statements by the Statutory Auditors;
In accordance with the opinion issued by the AMF in its 2011
- the independence of the Statutory Auditors.
report on corporate governance and executive compensation,
which found that a company could meet the AFEP-MEDEF
To effectively perform its duties, the Audit Committee has
Code when the continuation of an executive’s employment
access to all accounting and financial records. It meets with
contract is justified in view of his seniority and his personal
those responsible for the preparation of the financial
situation, the Board of Directors decided on March 3, 2011,
statements as well as with the Statutory Auditors to ensure
when it reappointed Henri Giscard d’Estaing as Chairman and
that they have had access to all information necessary to carry
CEO, to apply within the Group a principle facilitating internal
out
promotion by stipulating that any employee with at least 10
consolidated subsidiaries, and that they have sufficiently
years’ seniority could retain his or her employment contract
advanced their work at the time of the financial statements to
even upon appointment as a corporate officer. In view of Henri
be able to provide any meaningful comment. Subject to
100
their
responsibilities,
particularly
with
respect
2012 Annual Report
to
authorization from the Board of Directors, the Audit Committee
and one non-voting director) not performing operational duties
may call in or use the services of external advisors or experts
and two of whom are independent directors according to
as it sees fit.
AFEP-MEDEF
In this context, the Committee reviews the work performed by
criteria
(the
Committee’s
composition
is
outlined in section 4.1 of this Annual Report).
the Statutory Auditors. In addition, it examines audit service
The roles and responsibilities of the Nominations and
proposals and makes recommendations concerning the
Compensation Committee are to:
appointment or re-appointment of the Statutory Auditors.
- review candidates for election to the Board – either under its
The Audit Committee met twice in fiscal 2012. The attendance
own initiative or at the request of the Board – based on the
rate was 100%.
candidates’ skills, business experience, and economic,
During these two meetings, which were dedicated to reviewing
the annual and interim financial statements, the Committee
checked that the closing process had gone smoothly and was
presented with the conclusions of the Statutory Auditors. The
Committee also examined the tax audits in progress within the
Group, changes to the Group’s legal structure, and hedging
social and cultural background;
- review candidates for the position of Chief Executive Officer
and Executive Vice-President;
- review the composition of Board Committees and make
related recommendations;
transactions. Risk mapping and the development of corrective
- propose methods for setting the variable compensation
plans were also presented to the Committee, as well as the
(according to individual performance and Company results),
amount of off-balance-sheet liabilities, as part of the review of
fixed compensation (according to individual performance
compliance with bank covenants.
and market information) and benefits for the Chairman of
The Audit Committee also worked on the reappointment of the
Statutory Auditors due to speak at the 2013 Annual
Shareholders’ Meeting, and managed the process leading up
to said meeting. Following this work, the
the Board, the Vice-Chairman and the CEO and, where
necessary and at the suggestion of the Chairman, for the
Executive Vice-Presidents;
Committee
- review proposed stock option plans and stock grant plans
recommended that the Board of Directors should not use a call
for the management and employees of the Group (including
for tenders system, considering that the regular rotation of
corporate officers);
responsible partners within their statutory auditing firms, and
the rotation of work between the two Statutory Auditors, would
ensure their independence.
In addition, the Audit Committee was presented with a report
on the work performed by the Internal Audit Department in
fiscal 2012 in accordance with previously validated planning,
as well as resulting assessments on the subject of internal
- propose methods to the Board for calculating the overall
performance of the Company in order to determine the
Company’s achievement percentage for bonuses;
- obtain
all
the
required
information
concerning
the
compensation and status of Group executives;
- make
proposals
and
recommendations
concerning
control. The Committee drew up a timetable for the
directors’ fees and any other compensation and benefits for
forthcoming duties of the Internal Audit Department.
members of the Board (including non-voting directors).
All the documents and information necessary to fulfill their
In order to effectively perform its role of setting the
duties are sent within a reasonable timeframe to the members
remuneration
of the Audit Committee.
Nominations and Compensation Committee draws on the
The main points discussed at the Audit Committee are
communicated to the Board of Directors in a report by the
Chairman of the Audit Committee.
The Audit Committee of Club Méditerranée follows the
recommendations on audit committees issued by the AMF’s
and
benefits
for
corporate
officers,
the
expertise of a specialized independent consulting firm as well
as on market information obtained on an annual basis.
The principles and rules used to set the remuneration and
benefits of corporate officers are outlined in section 4.6 of this
Annual Report.
working group on July 22, 2010, regarding their composition,
The Nominations and Compensation Committee met three
scope of action, responsibilities, and implementation. The
times in fiscal 2012, with an attendance rate of 100%.
following practice recommended by the AMF working group
was implemented for the first time at the meeting of the Audit
Committee on June 4, 2012: meeting at least once a year with
the Statutory Auditors without the Company’s representatives.
This meeting will now take place every year, as recommended
by the AMF working group.
The Nominations and Compensation Committee worked on
the compensation of corporate officers (basic salary, variable
compensation), as well as on the criteria and evaluation of the
Group’s performance for the 2011 variable compensation of
eligible employees, and on the methods used to grant 230,000
stock options to certain employees (excluding corporate
officers).
THE NOMINATIONS AND COMPENSATION COMMITTEE
The Nominations and Compensation Committee has four
members, all of whom are Board members (three directors
2012 Annual Report
The Nominations and Compensation Committee also worked
on the allocation of directors’ fees and the composition of the
Board and Board Committees.
101
All the recommendations made by the Committee were
submitted to the Board of Directors.
For internal purposes, the Board decided that certain
transactions and decisions require its prior approval due to
their nature and/or the amounts involved. These include:
THE STRATEGIC COMMITTEE
• Preparing and approving the Company’s annual budget.
The Strategic Committee has eight members, all of whom are
• Preparing and approving the 3-year business plan.
directors and four of whom are independent directors
according
to
AFEP-MEDEF
criteria
(the
Committee’s
composition is outlined in section 4.1 of this Annual Report).
annual budget and representing a total amount of more than
- the main growth strategies of the Company and of Group
from
both
a
financial
and
the amount specified below:
- any capital projects or asset disposals not included in the
The role of the Strategic Committee is to review:
subsidiaries,
• The following transactions, when any one of them exceeds
commercial
perspective, focusing particularly on ensuring that changes
to the product offering appropriately reflect the Company’s
image and corporate culture;
- the three-year business plan presented annually by the
Chief Executive Officer.
The Strategic Committee receives input from all of the Group’s
operational departments.
During fiscal 2012, the Strategic Committee met once, with an
attendance rate of 100%.
€10 million;
- any purchases, sales and exchanges of property, plant and
equipment, intangible assets, rights or securities, and the
creation of any and all companies, partnerships and
business ventures, representing an investment or disposal
proceeds in excess of €15 million. This restriction does not
apply, however, to related-party transactions not governed
by Article L.225-38 of the French Commercial Code;
- any new loans and borrowings (including bond issues and
short-term advances) in excess of €45 million;
- any transactions in settlement of claims or litigation
representing over €6 million.
4.2.3. Restrictions on the powers of the
Chief Executive Officer imposed by the
Board of Directors
REPORTING RULES
The Chief Executive Officer reports to the Board on a regular
basis regarding the use of his powers: implementation of the
RESTRICTIONS RESULTING FROM INTERNAL RULES
Code, the Chief Executive Officer is vested with the broadest
powers to act on behalf of the Company under any
circumstances. He exercises these powers within the scope of
Company’s
share
buyback
program,
use
of
deposits,
endorsements, and guarantees, etc.
The CEO also makes specific points to the Board on such
topics as changes to the ownership structure and strategic
partnerships.
the corporate purpose, with the exception of the powers
expressly granted by law to Shareholders’ Meetings and the
Board.
The Chief Executive Officer represents the Company in its
dealings with third parties.
102
2012 Annual Report
4.2.4. Ownership structure
Code, any shareholder can participate in Shareholders’
Meetings under the terms of French law. The arrangements for
the Company’s bylaws and are reviewed in section 1.8 of this
Annual Report.
Nothing relating to the Company’s ownership structure is likely
to have an impact in the event of a public offering.
such participation are detailed in the provisions of Article 28 of
2012 Annual Report
103
4.3. STATUTORY AUDITORS’ SPECIAL REPORT ON RELATED-PARTY
AGREEMENTS
To the Shareholders:
Terms and conditions
In our capacity as Statutory Auditors of Club Méditerranée
At its meeting on December 8, 2011, the Board of Directors
(the “Company”), we present below our report on related-
authorized the sale by Club Méditerranée of its stake in
party agreements and commitments.
Société Immobilière de la Mer to one of the companies
belonging to Groupe Caisse de Dépôt et de Gestion du
It is our responsibility to report to the shareholders, based on
Maroc.
the information provided to us, the main terms and conditions
of agreements and commitments that have been disclosed to
The sale took place on October 10, 2012 for the sum of MAD
us or that we have discovered in the course of our work,
20,574,260.
without commenting on their relevance or substance or
identifying other undisclosed agreements or commitments.
Under the provisions of Article R. 225-31 of the French
Commercial Code, it is the responsibility of the shareholders
to determine whether the agreements and commitments are
b)
Type of agreement and purpose
Development of a new vacation Village in Chbika, southern
Morocco.
appropriate and should be approved.
Moreover, it is our duty where appropriate to provide you with
At its meeting on November 3, 2011, the Board of Directors
the information specified in Article R. 225-31 of the French
authorized the signing of agreements to develop a new
Commercial Code relating to the execution during the last
vacation Village in Chbika, southern Morocco. Following the
fiscal year of agreements and commitments previously
affirmative vote of the Shareholders’ Meeting of March 12,
approved by the Shareholders’ Meeting.
2012, upon presentation of the Statutory Auditors’ Special
We
have
implemented
procedures
that
we
deemed
necessary in compliance with the professional standards of
the French National Institute of Statutory Auditors which
relate to this task. These procedures consisted of verifying
the consistency of the information that we were given with the
documents from which it came.
AGREEMENTS AND COMMITMENTS SUBMITTED FOR APPROVAL BY
THE ANNUAL SHAREHOLDERS’ MEETING
Agreements and commitments authorized during the last
fiscal year
In application of Article L. 225-40 of the French Commercial
Code, we have been informed of the following agreements
and commitments authorized in advance by the Board of
Directors.
Report of December 22, 2011, the following agreements
were signed on May 28, 2012:
(i) a Management Agreement whose terms and conditions
are similar to the hotel management agreements already
in place for the Villages of El Gouna, Sinai Bay, and
Oman, which will be subject to an addendum to finalize
the construction program, scoping and cost of GOs,
particularly international GOs, with the aim of opening
this new Village in April 2015;
(ii) a Sales and Marketing Agreement between the Chbika
Rive Hotel company, in its capacity as owner, and Club
Méditerranée, in its capacity as marketer, whose terms
and conditions are similar to the sales and marketing
agreements already in place for the villages of El Gouna,
Sinai Bay and Oman;
(iii) a Technical Support Agreement between the Chbika Rive
Hotel company, in its capacity as owner, and Club
Méditerranée, in its capacity as a consultant, on the
design and execution of construction work for the
vacation Village.
These agreements did not give rise to any executions during
the year ended October 31, 2012.
1.
With Caisse de Dépôt et de Gestion du Maroc
Persons concerned
2.
With Michel Wolfovski, Executive Vice-President
CMVT International represented by Amine Benhalima, a
subsidiary of Caisse de Dépôt et de Gestion du Maroc and
Anass Houir Alami, Non-Executive Chairman of CMVT
Change to compensation conditions.
International and Chief Executive Officer of Caisse de Dépôt
et de Gestion du Maroc.
Following the approval of the Board of Directors on June 6,
a)
2012, Club Méditerranée agreed on June 7, 2012 to an
addendum to the employment contract of Michel Wolfovski,
Sale of Club Méditerranée’s stake in Société Immobilière de
Executive
la Mer.
changing his compensation conditions. The compensation
Vice-President
and
Chief
Financial
Officer,
agreed in relation to the employment contract of Michel
104
2012 Annual Report
Wolfovski is broken down as follows, with effect from April 1,
Henri Giscard d’Estaing’s duties as Chairman and Chief
2012:
Executive Officer.
(i)
(ii)
a gross monthly basic salary of €27,100 paid
On March 3, 2011 the Board of Directors renewed Mr.
according to a 13-month schedule;
Giscard d’Estaing’s appointment as Chairman and CEO, and
a per diem travel allowance to be paid in advance in
the fixed gross amount of €2,360 per month,
therefore
his
employment
contract
continued
to
be
suspended during the year ended October 31, 2012.
according to a 12-month schedule.
3.
AGREEMENTS AND COMMITMENTS ALREADY APPROVED BY THE
ANNUAL SHAREHOLDERS’ MEETING
Compensation conditions in respect of his employment
contract.
Agreements and commitments approved in previous
years
Following the approval of the Board of Directors on June 8,
A.
which continued during the last fiscal year
In accordance with Article R. 225-30 of the French
Commercial Code, we were informed that the following
agreements and commitments, already approved by the
Annual Shareholders’ Meeting in previous years, continued
during the last fiscal year.
2011, Club Méditerranée agreed on July 4, 2011 to an
addendum to the employment contract of Michel Wolfovski,
Executive
Vice-President
and
Chief
Financial
Officer,
changing his compensation conditions. Up to March 31, 2012,
compensation awarded to Michel Wolfovski in respect of his
employment contract was broken down as follows:
(i)
a gross monthly basic salary of €26,540 paid
according to a 13-month schedule;
1.
With Club Méditerranée’s corporate officers
(ii)
Persons concerned
according to a 12-month schedule.
Henri Giscard d’Estaing (Chairman and Chief Executive
Officer) and Michel Wolfovski (Executive Vice-President).
Defined-contribution supplemental pension plan.
a per diem travel allowance to be paid in advance in
the fixed gross amount of €2,313 per month,
This agreement continued until March 31, 2012 and was
amended with effect from April 1, 2012 following the prior
approval of the Board of Directors of June 6, 2012, subject to
the approval of this Annual Shareholders’ Meeting.
During its meeting of December 8, 2010, the Board of
Directors approved the inclusion of corporate officers in the
defined-contribution supplemental pension plan benefiting all
executives of Club Méditerranée since 1966 and the
adjustment of the contribution rate from 5% to 10% for all
executives, including corporate officers, whose compensation
is greater than eight times the annual Social Security ceiling.
The amount of contributions made to the plan in respect of
Club Méditerranée’s corporate officers stood at €176,306 in
2012.
2.
With Henri Giscard d’Estaing, Chairman and CEO
Suspension of employment contract.
4.
With the Club Méditerranée Foundation
Contributions to the Club Méditerranée Foundation.
At its meeting on December 13, 2004, the Supervisory Board
authorized your Company to provide the Club Méditerranée
Foundations with various contributions to enable it to conduct
its operations.
These contributions related to the following:
staff (payment of the salary of the head of the
Foundation and her assistant, as well as amounts paid
to interns and the share of the accountant’s salary
corresponding to the time devoted to the Foundation’s
books);
premises (rent and rental expenses on a pro rata
basis);
equipment and furniture.
On March 16, 2005, the Board of Directors approved the
suspension of Henri Giscard d’Estaing’s employment contract
as a result of his appointment as Chairman and Chief
Executive Officer, and authorized the amendments to be
made to the contract, including the conditions under which
said contract would resume in the event of termination of
2012 Annual Report
105
These contributions represented the following amounts for
c)
Management Agreement for the Sinai Bay Village (Egypt)
the year ended October 31, 2012:
and Sales and Marketing Agreements.
Amounts
expressed in €
thousands
Volunteered hours worked during
working hours (sharing of job skills)
Volunteered hours worked during free
time
117
143
Salaries and payroll taxes
194
Rent
50
Miscellaneous expenses
18
TOTAL
522
5.
With the Rolaco Group
Persons concerned
Christina Jeanbart and Saud Al Sulaiman (directors).
a)
As authorized by the Board of Directors on January 8, 2010,
Club Méditerranée entered into the following agreements:
(i) on January 25, 2010, with Med Taba for Hotels SAE, a
subsidiary of the Rolaco Group, a second addendum to
the Management Contract dated February 18, 2007 for
the Sinai Bay Village, including new dates for the delivery
and opening of the Village, the addition of a 5-Trident
area, and an adjustment of the guaranteed minimum
EBITDA (to €5 million per annum for the first four fiscal
years);
(ii) on June 2, 2010, with Med Taba for Hotels SAE, an
addendum to the Sales and Marketing Agreement dated
February 18, 2007 regarding cost-sharing between the
parties in cases of force majeure;
(iii) on October 20, 2010, with Med Taba for Hotels SAE and
Proparco, a direct payment agreement whereby Club
Méditerranée agrees primarily to pay sums owed to Med
Taba for Hotels SAE under the Management Agreement
into a bank account pledged to Proparco;
(iv) on October 8, 2010, with Med Taba for Hotels SAE and
the Egyptian branch of your Company, a bridging
agreement on the implementation of both the
Management Agreement and the Sales and Marketing
Agreement which, among other things, allows the
Company to withhold certain amounts, including its
compensation, from the revenues due to the owner of the
Village.
Addendum to the Vittel Village lease.
d)
As authorized by the Board of Directors on January 8, 2010,
Agreement
for
commercial
support
and
development
assistance for new Villages in the Middle East.
on March 18, 2010 your Company signed an addendum to
the Vittel Village lease dated July 3, 2001 with Nouvelle
Société de Vittel SAS, a subsidiary of the Rolaco Group, in
As authorized by the Supervisory Board on June 25, 2001,
order to reduce the rent amount and to select the INSEE
your Company signed an agreement with the Rolaco Group
commercial rent index as the reference index, instead of the
on September 28, 2001 relating to the provision of
French construction cost index provided for in the lease.
commercial support and development assistance for new
As a result, the total rent paid during the year ended October
31, 2012 was €4,196,021 excluding taxes and charges,
compared to a total of €4,100,000 million excluding taxes and
charges for fiscal 2011.
b)
Rental agreement for the Vittel Village.
Villages in the Middle East. This is a four-year renewable
agreement, and the related fees correspond to the following:
(i) for commercial support: a commission representing 2%
for the first two years and 3% for the following two years,
determined based on sales of Club Med products in the
Middle East;
(ii) for development assistance: a fee of €650 per new bed
marketed in the region.
In terms of commercial support, due to the fact that no
invoice was received, this agreement resulted in the
provisioning by Club Méditerranée of a fee of €46,000 in
As authorized by the Supervisory Board on June 25, 2001,
favor of the Rolaco group. The payment of the commercial
your Company signed a lease agreement on July 3, 2001 for
support fee in respect of the year ended October 31, 2012
the Hôtel de la Tuilerie for 20 years and 5 months with
will occur during the 2012/2013 fiscal year.
Nouvelle Société Vittel SAS, a subsidiary of the Rolaco
Group.
Rent paid over the year ending October 31, 2012 was
€30,000 excluding taxes, i.e. an identical sum to that paid
during fiscal 2011.
106
In terms of development assistance, this agreement had no
grounds for application over the year ended October 31,
2012.
2012 Annual Report
e)
Under these agreements, Club Méditerranée sent Société
Lease agreement for the Villars-sur-Ollon property complex
Immobilière de la Mer an invoice for the sum of MAD
(Switzerland).
5,949,515 over the fiscal year 2011/2012. To date, Société
Immobilière de la Mer has paid Club Méditerranée a sum
equivalent to 60% of said invoice.
Following the Company’s sale of the Villars-sur-Ollon Village
to
Nouvelle
shareholder
Société
is
Villars
indirectly
the
Palace,
Rolaco
whose
majority
Group,
b)
Club
Méditerranée entered into a lease agreement for the purpose
Construction work undertaken with Société Immobilière de la
of renting the entire property complex for a period of twenty
Mer.
years from May 1, 1999, based on an annual rent of CHF
1,500,000, indexed to the price of vacations.
On June 8, 2006 the Board of Directors authorized the
signature of an addendum to the above lease agreement,
providing for the following amendments:
a large-scale renovation program for the Villars-surOllon Village to upgrade it to 4-Trident status,
representing an estimated budget of CHF 13.2 million;
payment by Nouvelle Société Villars Palace of CHF 10
million worth of related works, with the remainder
being directly financed by Club Méditerranée in its
capacity as project manager;
an increase in the rental payment corresponding to
7% of the investment financed by Nouvelle Société
Villars Palace.
On December 11, 2006 and June 7, 2007, the Board of
Directors authorized your Company to undertake the
following projects with Société Immobilière de la Mer, a
company set up in partnership with Caisse de Dépôt et de
Gestion to hold Club Méditerranée’s assets in Morocco:
Club Med Yasmina Village: construction and fitting out
of GO accommodation and locker rooms;
Club Med Marrakech la Palmeraie Village:
construction and fitting out of the new Club Med
headquarters (previously in Casablanca);
Club Med Agadir Village: upgrading the testing and
cold storage areas in kitchens.
Construction costs will be paid for by Club Méditerranée in its
The rent paid for the year ended October 31, 2012 stands at
capacity as project manager and will be invoiced on a cost
CHF 3,385,020 excluding taxes and charges, compared with
basis to Société Immobilière de la Mer at the end of the
CHF 3,367,530.80 excluding taxes and charges for fiscal
construction work. The Company is required to pay an
2011.
additional rent corresponding to 8.5% of the final amount of
the works (excluding VAT), representing the same basis of
6.
With Caisse de Dépôt et de Gestion du Maroc
Persons concerned
CMVT International represented by Amine Benhalima, a
payment as under the existing leases.
Two addenda to the rental agreements for the Villages of
Agadir and Marrakech la Palmeraie were signed on February
5, 2009. An addendum to the rental agreement of the
subsidiary of Caisse de Dépôt et de Gestion du Maroc and
Yasmina Village enshrining an additional rental payment was
Anass Houir Alami, Non-Executive Chairman of CMVT
signed on September 24, 2011.
International and Chief Executive Officer of Caisse de Dépôt
et de Gestion du Maroc.
a)
Project management agreement with Société Immobilière de
Given the foregoing, the rent paid for all Villages operated by
Club Méditerranée in Morocco stood at MAD 127,306,541
excluding taxes for the year ended October 31, 2012,
compared with MAD 122,705,131 excluding taxes for fiscal
2011.
la Mer.
As authorized by the Board of Directors on June 10, 2010,
Club Méditerranée entered into the following agreements with
Société Immobilière de la Mer:
(i)
a project management contract dated June 11, 2010
for the completion of studies prior to the renovation of
the Yasmina Village;
(ii)
an addendum to the project management contract of
June 11, 2010 dated August 5, 2010;
(iii)
a project management contract dated October 19,
2010 for the renovation and extension of the
Yasmina Village;
(iv)
an addendum to the project management contract of
October 19, 2010 dated September 24, 2011.
2012 Annual Report
107
7.
contract or for offices held during the 24 months preceding
Securities and guarantees given
that in which the notice period expires, i.e., the annual base
salary, annual bonuses, benefits in kind and fees received as
Company
Currency
Outstanding amount at October
a director of companies other than your Company, but
31, 2012
belonging to the same group, and which have been subject to
withholding tax.
SPVV
(finance
EUR
7,000,000
In addition, at its meeting on November 3, 2011, the Board of
Directors, in accordance with Articles L.225-38 and L.225-42-
lease)
1 of the French Commercial Code, sought to allow the
Chairman and CEO to benefit from the continuity of all or part
of his provident insurance and healthcare coverage in the
B.
not continued during the last fiscal year
In addition, we were informed of the extension of the
same spirit as that established for the employees of your
Company who are eligible for portability.
following agreements and commitments that were already
The Board of Directors thus decided to extend Henri Giscard
approved by Annual Shareholders’ Meetings in previous
d’Estaing’s provident insurance and healthcare coverage in
years but were not carried out during the last fiscal year.
the event of dismissal or mutual termination of his
employment contract for a period of no more than nine
1.
With the Company’s senior managers and the
corporate officers of subsidiaries
At the Supervisory Board meeting of December 11, 1997, the
Company undertook to indemnify certain of its senior
managers and
corporate officers of subsidiaries and
months from the end of any notice period given for the
Chairman and Chief Executive Officer.
The total contribution amount for the maximum period of nine
months would be €4,500 and would be borne by Club
Méditerranée.
associates, or to supplement their insurance payments, if
These commitments are subject to performance objectives,
they are held liable in a claim that:
is not covered by the relevant insurance
policy due to exclusion clauses;
is only partially covered as the policy
contains a deductible.
whose achievement will be assessed by the Board of
This agreement was not applied during the year ended
table referring to section 4.6 of the 2012 Registration
October 31, 2012.
Document).
Directors.
The terms and conditions of these commitments are set out
in section 2.6 of the Management Report (cross-reference
These commitments were approved by the Shareholders’
2.
With Henri Giscard d’Estaing, Chairman and CEO
Severance package.
Meeting of March 12, 2012 and did not have any effect during
3.
On December 10, 2008, the Board of Directors, in
accordance with articles L. 225-38 and L. 225-42-1 of the
Severance package.
French Commercial Code as amended by Law No. 20071223 of August 21, 2007 (the “TEPA Act”), decided to define
the severance compensation that would be payable to Henri
Giscard d’Estaing. At its meetings on May 5, 2009 and March
3, 2011, the Board of Directors specified the arrangements
for the application of such severance compensation.
On December 10, 2008, the Board of Directors, in
accordance with Articles L. 225-38 and L. 225-42-1 of the
French Commercial Code as amended by Law No. 20071223 of August 21, 2007 (the “TEPA Act”), decided to define
the severance compensation that would be payable to Michel
In the event that Henri Giscard d’Estaing is dismissed, except
Wolfovski in the event of his departure under the conditions
in the case of serious misconduct or gross negligence on his
set out below. At its meetings on May 5, 2009 and March 3,
part, or in the event of a unilateral amendment by your
2011, the Board of Directors specified the arrangements for
Company of his employment contract resulting in its
the application of such severance compensation.
termination, which would produce the effects of a dismissal,
he shall be entitled to contractual severance compensation
(“Contractual Severance Compensation”) equal to two
years’ gross pay.
The two years of gross pay serving as a basis for calculating
the Contractual Severance Compensation includes all fixed
and variable compensation paid either under the employment
108
In the event that Michel Wolfovski is dismissed, except in the
case of serious misconduct or gross negligence on his part,
he shall be entitled to contractual severance compensation
(“Compensation”) equal to two years’ gross pay, under the
conditions set out below.
The two years of gross pay serving as a basis for calculating
the
Compensation
includes
all
fixed
and
variable
2012 Annual Report
compensation paid either under the employment contract or
The terms and conditions of this commitment are set out in
for offices held during the 24 months preceding that in which
section 2.6 of the Management Report (cross-reference table
the notice period expires, i.e., the annual base salary, annual
referring to section 4.6 of the 2012 Registration Document).
bonuses, benefits in kind and fees received as a director of
companies other than your Company, but belonging to the
same group, and which have been subject to withholding tax.
This commitment is subject to performance objectives, whose
achievement will be assessed by the Board of Directors.
This commitment was approved by the Shareholders’
Meeting of March 12, 2012 and did not have any effect during
.
Paris-La Défense and Neuilly-sur-Seine, December 21, 2012
The Statutory Auditors
ERNST & YOUNG Audit
DELOITTE & ASSOCIÉS
Jean-Pierre Letartre
Jean-François Viat
2012 Annual Report
109
However, no system of internal control can provide an
4.4. CHAIRMAN’S REPORT ON THE
COMPANY’S INTERNAL CONTROL
AND
RISK
MANAGEMENT
PROCEDURES
absolute guarantee that the Company’s objectives will be met.
Club Méditerranée’s internal control system is organized on a
decentralized
basis,
underpinned
by
rules
relating
to
organization, strategies, procedures and practices aimed at
controlling risks that may have a material impact on the
Group’s assets or on its ability to achieve its objectives.
The Internal Audit Department has been tasked with
consolidating the information received from the various
departments involved in the overall internal control and risk
management system.
The purposes of the procedures in place within the Company
and its subsidiaries, detailed below in subsection 4.4.2, are to:
- ensure that all acts of management, all transactions, and
the behavior of all Company employees comply with the
In accordance with the recommendations of the AMF’s
general strategic guidelines established by the Company’s
working group on audit committees, on December 3, 2012 the
corporate governance bodies, the applicable laws and
Audit Committee reviewed this report prior to its publication. It
regulations, and the Company’s corporate values, standards
was then approved by the Board at its meeting of December 6,
2012.
and internal rules;
- protect the Group’s assets;
- provide assurance that the accounting, financial and
The Company’s practices related to the AFEP/MEDEF
corporate governance recommendations are described in
chapter 4 of this Annual Report. Please refer to the following
management information submitted to the Company’s
corporate governance bodies gives a true and fair view of
the Company’s operations and financial position.
subsections for information on:
In order to meet these goals, internal control procedures in
- the Chairman’s report on the practices and procedures of
each Business Unit extend to every level of the organization
the Board of Directors and the Committees: subsection 4.2;
- the limitations of powers of the Chief Executive Officer:
subsection 4.2.3;
and are the responsibility of the operating and corporate
departments. Everyone who participates in internal control
within the organization is thus aware of his or her role and
- provisions for participation in Shareholders’ Meetings:
responsibilities.
subsection 4.2.4;
- the remuneration of corporate officers: subsection 4.6;
- information likely to have an impact in the event of a public
offer: subsection 2.3.5.
4.4.1. Internal
framework
control
4.4.2 The internal control system
4.4.2.1 RISK IDENTIFICATION AND ASSESSMENT
objectives
and
Definition and framework
Based on the reference framework published by the AMF in
January 2007 and updated in 2010, internal control at Club
Méditerranée is a system developed and implemented under
its responsibility which aims to ensure:
- the Company’s compliance with the applicable laws and
regulations;
- application of senior management instructions and strategic
guidelines;
- the effectiveness of internal processes, particularly those
contributing to the protection of assets, the effectiveness of
operations and the efficient use of resources;
The risk-mapping process deployed since 2005 was updated
in 2011 to take into account recent developments in the
Company’s activity and environment.
The main risks to the Group’s business were identified through
interviews with senior management, members of BU Steering
Committees, and members of departments at Headquarters.
The Group’s past experience in dealing with risk was also
taken into account.
The objective of this process, led by the Internal Audit
Department, is to identify, evaluate and prioritize the main
risks to which Club Méditerranée is exposed in order to:
- internally disseminate a common assessment of the main
risks and strengthen the culture of internal control;
- adjust the internal control system to the risks identified to
better ensure achievement of the objectives.
- the reliability of financial information;
The risk-mapping process covers the strategic fields attached
- and generally speaking, the control of its business.
to the Group’s operating processes, its economic environment
and its support functions—i.e. the main risks associated with:
- economic conditions and geopolitical situations;
By helping to limit and manage the risk of the Company failing
- the environment – particularly weather conditions;
to meet its objectives, and to combat fraud, the internal control
- regulations and insurance;
system plays a key role in the conduct and management of the
- management and finance;
business.
- labor relations and human resources;
- occupational health and safety;
110
2012 Annual Report
- information technology;
- sales, customer relations and the Company’s image.
Moreover, risk management is a dynamic process: risks are
reviewed, assessed and updated by the Internal Audit
Department as it defines and plans its work.
Following the recommendations made by the Internal Audit
Department in its audits, corrective-action plans are put in
place and monitored. A summary of this monitoring process is
Procedures
Accounting and financial procedures as well as general
procedures relating to each of the Group’s main businesses
are sent out to the various managers and their teams. They
are also consolidated by the Internal Audit Department.
The procedures concerning the Group’s Villages can be
viewed on the Group’s intranet and are regularly updated.
provided to the Audit Committee.
New product standards
4.4.2.2 THE CONTROL ENVIRONMENT
The upscale strategy launched in 2004 as part of the “Cap sur
l’Incomparable” [“Destination Unbeatable”] project led us to
update our quality standards, create new services, and rank
Internal standards
our accommodations by three levels of comfort (Club rooms,
Deluxe rooms and Suites).
Ethics Charter
The affirmation of the sales and marketing strategy by
Following a decision by its Executive Board on June 23, 1997,
then the Villa category in 2010, followed by the Chalet
the Group drew up a Code of Ethics in order to raise employee
category in 2011, required that standards be defined by
awareness about the fact that certain types of activities and
category in order to deliver to our customers a brand promise
relationships are heavily restricted, and in some cases must
with regard to services and service quality that is clearly
be avoided at all costs. This Code covered topics such as
defined and continually enhanced.
potential conflicts of interest, Group policy concerning gifts,
benefits, invitations and payments to employees, as well as
the use of confidential information, compliance with applicable
laws in the Group’s host countries, and adherence to Group
strategy. A questionnaire was sent to all Group employees, in
which they were asked to respond “yes” or “no” to questions
category and the creation of the 5-Trident category (2007) and
Thus, in 2009, an analysis of value and a clarification of
expected levels of service were carried which helped to define
– for each category and for each product channel (sports, food
& beverage, family, multiculturalism, etc.) – specifications for
services and the human and material resources needed to
concerning:
achieve them.
- certain situations in which they may have direct or indirect
These new standards, in effect since fiscal 2010 and updated
conflicts of interest with the Group;
every November, have been written into internal control
- their willingness to comply with all aspects of the Code of
processes.
Ethics, to take all requisite measures to ensure that close
members of their family do likewise, and to promptly inform
Service quality standards
Human Resources of any event or situation covered in the
Club Méditerranée required a set of quality standards that
Code that may concern them.
would be sufficiently rigorous to ensure consistent levels of
In fiscal 2008, a multidisciplinary working group developed this
service over time and from one Village to another, while also
Code of Ethics into an Ethics Charter aimed at all Club
being flexible enough to let the Group’s teams give free rein to
Méditerranée employees. This Ethics Charter was presented
spontaneous and creative ideas.
to the Works Council on October 9, 2008 and was favorably
These standards – called “Quali Signs” – were drafted by over
received. In 2009, the Ethics Charter was rolled out globally. It
600 GOs throughout the world. A manual was compiled for
is provided to all new employees and is available on the
each Village service which can be viewed on the Company’s
Group’s intranet site.
intranet, allowing all employees to access the information they
need to perform their daily tasks.
Internal Audit Charter
Quali Signs describe each Club Méditerranée service in terms
The aim of the Internal Audit Charter is to define the role,
of know-how and interpersonal skills. They are organized
powers and responsibilities of the Group’s Internal Audit
according to the customer’s path through each of the services
Department and, in the context of performing its duties, the
(Accommodations, Dining, Reception, Bar, etc.). Each season
rights and responsibilities of the auditors and those being
(twice a year) they are updated based on feedback from the
audited.
Villages and changes in the service.
Quali Signs are tailored to each Village: they include Global
standards as well as standards specific to their region, Trident
category,
guest
profiles
and
activities
offered.
They
encompass some 700 items, all services combined.
2012 Annual Report
111
Village leaders (Village Manager, Service Managers) are
responsible for ensuring the implementation of standards in
the Village and supporting their teams in achieving them.
During their training, managers are systematically reminded to
refer to these standards. Quali Signs are presented in a self-
To ensure the proper use of these tools and thus the
relevance of their information, user-appropriate guides have
been created and made available on the Company’s intranet
to all users of the financial information systems.
evaluation format that allows Village Managers to assess
The Group has also set up procedures to ensure the security
standards that are lacking and implement actions for their
of the accounting and financial information system and the
improvement.
integrity of its data. These include periodic back-ups,
There are also Quali Signs for Club Méditerranée Agencies.
Practical guidelines have been drawn up for each Club
Méditerranée occupation in order to deliver the service quality
that customers expect and that complies with the Quali Signs.
Procedures, modes of operation and best practices (known as
“Pro Signs”) have been drawn up for more than 110 jobs. They
were compiled by experts in each field and the most
experienced Service Managers. The Human Resources,
Purchasing and Safety Departments all contributed towards
creating the Pro Signs.
automated controls to avert the introduction of erroneous data,
archiving of information and data, etc.
In addition, the accounting and financial information system
undergoes regular adjustments in order to adapt it to the
Group’s changing needs. The reservation system and related
data, as well as the accounting system, are major assets for
Club Méditerranée. The Information Systems Department has
set up the following procedures in order to minimize the risks
of system downtime due to major failures, fire or site damage,
or other incidents:
- the systems are housed in the specialized information
These tools help the Group’s GOs and GEs to be even more
professional.
two interconnected remote sites (with the exception of
Crisis management manual
internet platforms including bank card payment and GDS
The purpose of this manual is to set out the procedures to be
applied in the event of a sensitive or emergency situation.
a view to both preventing and dealing with such events, the
manual contains numerous examples of typical situations that
may occur in the countries in which the Group has a presence,
including outbreaks of diseases, hostilities and natural
disasters.
The manual is available in all Villages and is also used in all
training
sessions
on
crisis
management
access);
- data are replicated in real time between the two sites and
Compiled by the Health, Safety and Security Department with
internal
centers of an IT management firm;
- the hardware and software components are split between
and
communication.
Information Systems
The accounting and financial information system used by the
can be accessed equally by either of the two sites;
- a recovery plan has been drawn up so that key applications
such as reservations and accounting can be restarted
without delay; the plan is being expanded gradually to
include less sensitive applications, such as resource
management and decision-making tools.
Each information system user can store data on backed-up
servers. This ensures the continuity of data deemed sensitive
by the users. The Group’s information systems are accessed
via an exclusive international telecommunications network that
operates around the globe. The risk of the network being
hacked is assessed and tested on a periodic basis.
Group is designed to meet requirements for security, reliability,
User profiles and access rights to financial systems are
availability, consistency and traceability of information. It is
reviewed regularly based on information supplied by the
based on an interfaced reporting tool and consolidation system
various BU managers to ensure that access rights are kept up
covering nearly all the Group’s activities in an effort to
to date.
standardize data from the separate and consolidated financial
statements.
112
2012 Annual Report
4.4.2.3. KEY PARTICIPANTS IN INTERNAL CONTROL
Finally, all new HRMs receive training in legal and social
elements. All new Village Managers are given training on legal
Group Human Resources Department
• Structure
The role of the Group’s Human Resources (HR) Department is
and social issues and processes.
Corporate Secretary
LEGAL AFFAIRS DEPARTMENT
to:
• Structure
- define and implement HR strategies and policies;
- coordinate and lead the HR Departments of the various BUs;
- manage and develop key talent (Leadership Committee,
Key GOs, Village Managers, Management);
The role of the Legal Affairs Department is to:
- ensure that Club Méditerranée complies with local laws and
regulations in its host countries;
- protect the assets and operations of the Group as a whole;
- defend the interests of the Group, its corporate officers and
- manage organizational studies;
employees in the context of their duties.
- manage change in the Group;
The Americas and Asia Business Units each have their own
- manage labor relations and legal and social aspects;
Club Méditerranée’s interests in their region. The Group Legal
Legal Director who is responsible for protecting and defending
Affairs Department performs this role for the Europe-Africa
- manage a central HR function that combines operating
Business Unit.
activities (Payroll, Administration) and serves both the
Group and the Business Units (HR Information System,
etc.).
• Procedures
The Legal Directors of the Business Units are required to
• Procedures
notify the Group Legal Affairs Department of issues which are
To ease the implementation of procedures and rules to be
provided on a regular basis.
followed by all HR teams, a handbook called “What’s What HR
- Village GOs” is provided to all Human Resources Managers
(HRM) at all Villages worldwide. Its pages explain the
processes and rules for managing Village GOs in the following
areas:
deemed to be sensitive. A list of these sensitive issues is
It generally includes:
- significant arbitration or legal proceedings;
- any criminal proceedings taken against the Group or any of
its executives or employees;
- growth projects of the Group requiring the authorization of
- Budget process and workforce management
the Board of Directors of Club Méditerranée SA or that
- Hiring and orientation process
involve a particular risk for the Company (e.g. litigation or
- Transfer process
- Rules for administrative and legal management
- Payroll and compensation process
- Talent development process
financial exposure);
- guarantees issued in the name of the Company and/or its
subsidiaries and any liens or charges on the Group’s assets;
- material purchases, sales or exchanges of property, plant
- Ethics
and equipment, intangible assets, rights or securities, and
- GO quality of life
the creation of companies, partnerships or other business
ventures;
More specifically, in France, the main procedures and
documents on labor law provided to the HRMs of each Village
include the following:
- Labor regulations and procedures
- projects involving the creation of an entity in which the
shareholders have unlimited liability;
- any matters that could have a future impact on the Group’s
day-to-day operations or that raise issues of principle
concerning the running of the Group;
- Employee unions
- any transactions between the Company and any one of its
- Health and safety
subsidiaries or between subsidiaries or between companies
- Managing itinerant staff
with managers in common;
- Service Managers (information communicated by the Village
- any matter that is considered as needing to be brought to
HRM to the Service Managers of his/her village during
the attention of senior management as it could damage the
meetings at the season start)
image of the Group or be contrary to its corporate ethics.
In addition, the entire leadership of the Group has been made
These rules and processes also apply to Country Offices in
aware of the importance of compliance with laws and
accordance with local legislation and in keeping with the
regulations through a system of delegation of authority which
activity conducted in these Offices.
extends down to the Village level.
2012 Annual Report
113
Purchasing and Logistics Department
THE HEALTH, SAFETY AND SECURITY DEPARTMENT
(HSS)
The Purchasing and Logistics Department, which reports to
the Executive Vice-President, is tasked with streamlining
The role of the HSS Department is to implement measures for
service and asset ownership costs. It also ensures that
anticipating and coping adequately with the health, safety and
supplier relationship management allows the Group to meet its
security risks to which the Group is exposed. It is also tasked
strategic objectives and is concerned with managing long-term
with creating action plans to enhance prevention and with
supplier risk.
establishing, if necessary, emergency measures required by a
crisis situation.
The global purchasing policy guarantees our clients a level of
service that meets their expectations.
• Structure
The HSS Department comprises four people. Information is
It is based on the following core themes:
relayed by contacts located in each region. The HSS
- Building long-term relationships with strategic suppliers
Department works closely with the centralized HQ support and
(working together on innovative products and services,
communication functions. The HSS Department is in regular
implementing shared progress plans for buyers, users and
contact with the Ministries of Foreign Affairs and Tourism.
service providers);
- Reducing costs (optimizing the geographical scope of
contracts, industrializing the sourcing process);
• Role and responsibilities
- Risk management, which involves monitoring political,
social, health and weather conditions, aims to tailor the
- Developing
responsible
purchasing
(ethical
and
environmentally friendly).
Group’s risk management processes to its changing
The Purchasing and Logistics Department has processes,
external environment;
methods and information systems deployed globally in Offices
- Crisis management is facilitated by the crisis management
manual provided to each Village. A permanent crisis
management room is maintained at the HQ and stages
regular simulations;
- Management of health and medical risks through regular
checks performed by medical hygienists;
- Management of accidents and illnesses affecting GMs and
GOs/GEs;
- Safety and security management, embodied for each
and all Villages.
Once a year, the Department checks that its methods and
systems are being implemented and used correctly by
selected employees.
The Purchasing and Logistics Department is increasingly
involved in professionalizing the relevant personnel in the
Villages, particularly those responsible for inventory and
procurement.
activity in the Pro Signs charter listing the safety instructions
to be followed so as to minimize risks within the Village.
A safety charter is signed with each service provider for all
4.4.3 Internal Control procedures
accounting and financial information
for
subcontracted activities, listing the provider’s safety and/or
hygiene obligations.
4.4.3.1.
PRODUCTION
AND
DISSEMINATION
OF
FINANCIAL INFORMATION
• Operational structure and procedures
The Group’s financial information is directly derived from its
Self-checks for each service are regularly carried out by
integrated accounting and management system, which is
activity heads, under the auspices of Service Managers, and
linked to a single global database that supplies the Group’s
can be demanded at any given moment.
consolidation system through an interface.
An HSS intranet centralizing all the existing procedures can be
This technology enables the Group to monitor, on a real-time
accessed by all the Villages. There are regular online updates
basis, accounting at locations throughout the world, such as
and these are immediately available at each Village.
Villages, Country Offices, and BUs. Data are automatically
Once a month, Village Managers lead a health and safety
meeting in each Village in order to identify problems and make
plans for corrective or preventive actions.
Training and prevention sessions covering safety issues are
transferred to the Group’s management and consolidation
system on a monthly basis.
The Group publishes financial information based on its internal
reporting format.
held on a recurring basis and are monitored by periodic audits
Accounting and financial information is prepared by the Group
and surveys.
Finance Department which oversees the work of the
Accounting and Tax, Management Control, Treasury &
Financing, Internal Audit and Financial Communications
Departments. The Group Finance Department performs cross-
114
2012 Annual Report
business controls on all of the Group’s operations and cash
statements is applicable to all entities, without exception,
flows.
within the scope of consolidation.
Each Business Unit has a Managing Director who is supported
The Consolidation and Standards Department, which reports
by its Finance Department, whose manager reports to the
Executive Vice-President and Chief Financial Officer.
to the Group Accounting Department, prepares the Group’s
consolidated financial statements in accordance with the
One of the main objectives of an internal control system is to
following process:
contribute to ensuring that the separate and consolidated
- Use of a consolidation system with an interface to the
financial statements provide a true and fair view of the Group’s
accounting system, both of which are used in the Group’s
subsidiaries;
capital and business situations as well as a reasonable
assessment of any potential risks to which the Group may be
- Dissemination of Group accounting and financial standards
and monitoring of changes to IFRS;
exposed.
Club Méditerranée has set up a series of controls at each BU
in order to monitor the principal risks inherent in its operations
which could impact the preparation of financial statements,
and the financial consequences of these risks.
- Dissemination of detailed instructions for each monthly
closing;
- Accounting treatment of complex transactions;
- Preparation of consolidated financial statements from the
information provided;
These controls include checks on the input of monthly revenue
- Control of information reported by the subsidiaries and
figures, the tracking of capital expenditure and debt recovery
technical analysis of issues reported by the Country Offices.
data, as well as the monitoring of local tax regulations,
purchases, and financial information from all of the Group’s
host countries.
• The Group’s accounting organization
Each Village is supervised by a Head of Finance who is
With these monthly checks by the Finance Department’s
responsible
teams at country, BU and Group level, problems can be
processes. The Country Office for each Village deals with
identified should they occur.
specific local issues and performs an accounting oversight role
for
site
management
and
internal
control
for the Village. The offices of outbound countries directly
manage their own accounting. Country Heads of Finance
report functionally:
4.4.3.2. KEY PARTICIPANTS
- for North America, South America and Asia, to the Finance
Department of the relevant zone (which in turn reports to the
Group Accounting and Tax Department
Group Finance Department);
- for Europe-Africa, to the Group Accounting Department in
ACCOUNTING
charge of providing accounting support for this zone.
With this system, the Group Accounting Department has full
The Group Accounting Department is primarily responsible for:
access to the information it needs to prepare the consolidated
- preparing the Group’s consolidated financial statements;
financial statements.
- managing and producing the Group’s monthly and annual
financial statements in accordance with IFRS;
- disseminating Group accounting standards and monitoring
compliance by the entities of the Group;
- the
functional
administration
of
• Procedures
The main monthly accounting controls are as follows:
Group
accounting
information systems;
- Suppliers: the correct interface between the general ledger
- managing projects to improve accounting information
and trial balance is verified. A control is also performed on
systems and processes;
amounts due from suppliers;
- directly managing accounting services in France (including
the accounts for Villages in France) and producing separate
- Trade receivables: the commercial teams analyze and
explain any differences compared with the Group’s general
financial statements for the French entities;
terms of sales, such as extended payment terms. The
- contributing to the Group development projects.
Accounts Receivable Department in France and the country
Finance and Administration Managers then check these
The Group produces monthly financial statements. The
explanations based on the receivables ledgers.
accounts are kept locally in accordance with IFRS.
The Group Accounting Department organizes and plans all of
- Current accounts: checks performed
the accounting tasks in order to ensure that consolidated data
Accounting
is consistent and reliable. This task is facilitated by the use of
between the Group entities;
a Group chart of accounts, notes on Group accounting
procedures, and closing instructions to standardize the
-
Department
on
by the central
current-account
balances
Bank reconciliations;
process. The process for producing the Group’s financial
2012 Annual Report
115
- Revenue by country: the various entities check that revenue
and receivables figures have been correctly entered by type
TAX
of structure (reseller or agent) and that data from the
reservation system is properly fed into the accounting
• Structure
system;
The
- Fixed assets: an automatic interface control structure has
been set up to monitor fixed assets. Automatically
generated depreciation charges are checked on a monthly
Tax
Department
is
responsible
for
coordinating
international tax issues, ensuring that taxation policies are
applied consistently by each Business Unit and monitoring all
tax audits carried out on Group companies.
basis.
The Consolidation and Standards Department also performs
the following key controls:
At the level of the Parent Company, the Department ensures
that the Company complies with all its tax reporting obligations
as head of the French tax group, monitors tax audits carried
- Monthly analysis of the components of consolidated profit:
Village Operating Income, Management of Assets Operating
out on the companies in the tax group and manages tax
disputes.
Income, Other Operating Income and Expense, Net
Within the BUs, these tasks are handled by the Finance
Financial Income/(Expense);
Manager of the BU or country, in conjunction with the Tax
- Reconciliation between the fixed-asset management system
Department.
and the accounting system in order to ensure data
consistency.
The
consolidation
system
includes
programmed controls to ensure that accounting flows such
• Procedures
as increases, decreases and reclassifications have been
The Tax Department monitors tax issues, in coordination with
correctly recorded by the various entities;
the persons responsible for tax matters in each country or
Business Unit.
- Extensive balance-sheet analyses, performed in March and
September. At the interim and annual reporting dates in
April and October, an in-depth analysis is performed and
subsequently published on all balance sheet, off-balance-
It reports to the Audit Committee on a semi-annual basis,
giving a detailed account of any ongoing tax audits and/or
disputes.
sheet and cash flow statement items;
- Analysis of exchange gains and losses, analyzed by
The Insurance and Management Control Department
currency pair;
- Deferred taxes are reviewed at each interim and annual
GROUP MANAGEMENT CONTROL
reporting date based on the information reported by the
Group entities.
• Structure
To protect Group assets, the following controls are also
The Management Control Department is responsible for
performed on a monthly basis in coordination with the
coordinating this function worldwide. Each region has a
Management Control and Treasury & Financing Departments:
department staffed by local controllers.
- Reconciliation of revenue and sales data;
- Reconciliation
of
Operating
Income
(Villages
and
• Procedures
Management of Assets) and Other Operating Income and
Expense with the income reported in the management
accounts;
- Capital expenditure analyses;
- Analyses of financial income and expense, including foreign
exchange gains and losses;
- Net debt analyses.
There are also impairment tests:
- annually and systematically on goodwill and intangible
assets with indefinite useful lives;
Strategic Plan
A strategic plan is developed and updated each year, based
on
senior
management’s
analyses
and
projections.
It
describes major developments and their financial impact, in a
qualitative and quantitative manner. The qualitative section of
the plan includes data from market research carried out in the
Group’s strategic countries and the related action plans. The
quantitative section presents the financial impacts of the
Group’s strategy and the macroeconomic environment,
including such variables as growth in the tourism sector,
exchange rates and inflation.
- at each reporting date where there are indications of
impairment.
Budget process
The
budget
process
–
which
is
coordinated
by the
Management Control Department – begins at Village and
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2012 Annual Report
Sales Office level. Local budgets are consolidated first by
- manage investments and financing transactions to ensure
Business Unit and then at Group level.
that the Group has sufficient liquidity;
The process is an effective internal control tool that enables
the Group to analyze all of its financial flows.
- control the level of finance costs;
- perform cash management tasks;
- quantify and hedge financial risks – notably currency and
The budget is presented to the Board of Directors for approval
each year.
interest rate risks;
- monitor banking relations;
- help subsidiaries with cash management processes and
assist the Development Department in arranging financing
Detailed monthly reporting process
for new projects.
Senior management receives reports at the end of each month.
Each Business Unit presents its results for the month at a
Senior Management Committee meeting. The results are also
• Procedures
consolidated at Group level. The information extracted from
The Treasury and Financing Department has drawn up a set
the Group’s management system comes from the Accounting
of Group rules and procedures. Examples include a procedure
Department.
on authorized bank account signatures in order to limit the risk
of disbursement fraud, as well as a procedure for electronically
signing supplier payments using a centralized payment tool.
Forecasts
The Management Control Department draws up forecasts for
the remainder of the season based on actual figures for the
first two months and updated forecasts for the remaining
months. This process enables the Group to assess the impact
of any changes in operations. The forecasts are revised at the
end of each month until the end of the season.
Department are as follows:
- Detailed analyses of revenue by outbound and inbound
zone;
profitability
analyses
covering,
in
margins,
operating
margins,
Village
transport
in order to provide senior management with information on
matters such as (i) the Group’s actual and forecast levels of
debt and liquidity; (ii) risk monitoring and hedging transactions;
and (iii) the Group’s dealings with its banks, including details of
cash flows and commitments, account movements and
banking terms and conditions.
The main controls performed by the Management Control
- Detailed
Weekly and monthly reporting systems have also been set up
particular,
and
Headquarters cost controls;
- Reviews of employee numbers.
The Treasury and Financing Department uses a treasury
management system that enables it to track key liquidity
indicators as well as all of the financial instruments used on a
centralized basis.
Tasks relating to financial market transactions are segregated,
with orders, execution and controls carried out by three
different people.
All currency hedges are systematically presented to the Audit
INSURANCE
Committee.
The Insurance Department, which reports to the Head of
Management Control, is responsible for ensuring that the
Financial Communications Department
Group has adequate insurance coverage relative to the nature
and extent of the risks it faces. Risk management and
insurance policies are organized on a consolidated basis. The
• Structure
Group has set up global insurance programs with pools of top-
The Financial Communications Department is a centralized
ranking insurers, and specific insurance coverage is taken out
structure based at the Club Méditerranée Headquarters. It is
at a local level.
responsible for communicating the Company’s strategy and
Finally, senior management regularly receives information on
the nature of the principal risks impacting the Group (hedges
in place, insurance, financial guarantees, etc.).
results to the financial markets.
• Procedures
The Financial Communications Department establishes an
Treasury and Financing Department
annual schedule summarizing all of the Company’s periodic
financial reporting obligations to the financial markets and
• Structure
The Treasury and Financing Department is responsible for
ensuring the security, transparency and effectiveness of
treasury and financing operations.
stock market regulators.
This schedule details:
- the type and deadline of each periodic obligation;
-
the
persons
responsible
for
preparing
the
financial
statements;
Its main roles are to:
2012 Annual Report
- the texts of relevant references.
117
This schedule is circulated internally to the teams working
GM Feedback is a satisfaction survey sent to all GM
specifically on financial communications.
households around the globe, with an average response rate
The procedures for monitoring financial and accounting
information are based on:
of 40%. Club Méditerranée asks its customers to assess all
Village services by responding to 100 questions on items
including information/reservations prior to their stay, reception
- monthly financial checks of all accounting and financial
upon arrival, GO performance, room quality, etc., up to and
information by the management controllers and the Treasury
including their departure from the Village.
Department;
Over 360,000 questionnaires are sent around the world, in 11
- the Statutory Auditors’ verification of the financial statements
different languages, and GMs can respond either by mail or
and the review of the information contained in the interim and
online (e-feedback). The response rate is 43% in France and
annual reports.
Switzerland. It is also very high for non-European customer
In
addition,
the
Financial
Communications
Department
bases, such as Hong Kong (48%) and the United States (34%).
identifies the legal and regulatory obligations applicable to the
communication of risks, with the assistance of the Legal Affairs
These response rates are also exceptional for the field,
Department.
especially considering the length of the questionnaire. This
demonstrates customers’ commitment to Club Med and their
4.4.4. Management and monitoring of
internal control
high expectations regarding the brand. From a statistical point
of view, it ensures the reliability and representative nature of
the results. This means services can be fine-tuned and priority
actions can be carried out.
Senior management, the Board of Directors and its permanent
Committees are in charge of managing and monitoring the
internal control system.
Senior
management
In addition to reports by Village, results are published by BU,
by operating country, and by GM nationality. GM Feedback is
shared with a limited circle of people in the Company, but it
impacts a wide range of functions, from Village Managers to
is
responsible
for
developing,
implementing and monitoring the internal control system to
ensure its effectiveness.
the Senior Management Committee and the relevant operating
departments.
Data are distributed rapidly: results are published twice a
The Board of Directors sets the guidelines for this activity and
month, which allows for alerts to be given when indicators are
ensures their implementation, based on the work of its
down, and for service performance and progress to be
permanent Committees. The composition and roles of the
monitored on a nearly constant basis.
Board of Directors and it permanent Committees are detailed
in section 4.1 of the Registration Document.
When Villages are identified as being in trouble, line managers
are required to submit action plans, assisted by the various
Quality and customer satisfaction
departments supporting the Village (Services, HR).
Improving quality has always been an essential concern for
GM Feedback is a valuable tool for monitoring progress made
the Company. For this reason, in recent years the Quality
by the Group and serves as an internal benchmark. The
Department has taken steps to set up a structured process in
results are analyzed and taken into account in the day-to-day
line with developments concerning the Company as well as its
management of the Villages, and also in making long-term
products and markets. This structure consists of a Corporate
strategic choices.
Quality Department and corresponding Quality teams in the
BUs.
Customer correspondence
The process hinges on defining and tracking products and
GM satisfaction is uppermost in the Group’s concerns, and this
carefully assessing feedback from the Group’s customers.
Customer feedback
results in constant efforts to strengthen customer relationships.
For this reason, customer correspondence is treated with the
utmost care and is analyzed retrospectively to determine the
Customer satisfaction at Club Méditerranée is assessed
strengths and areas where progress has been made, as well
centrally through a satisfaction survey sent to every GM
as to make plans for improvements.
household worldwide (GM Feedback). It is also evaluated
through analysis of customer correspondence, and in a
decentralized way through daily and ongoing contact between
Essentials of GM Satisfaction and Loyalty
GOs and GMs via round-tables/focus groups in the Villages,
Analyses that rank levels of satisfaction help to identify priority
and through continuous monitoring by all Village teams.
actions to be carried out. They define the criteria that matter
most to customers and therefore have the most impact on their
GM Feedback
loyalty.
These criteria are combined with key contextual information
(satisfaction history, correspondence, type of customer) to
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2012 Annual Report
develop recommendations for action for each Village. These
recommendations are shared on a per-Village basis in a
document called “Essentials of GM Satisfaction and Loyalty”.
They are distributed once each season when setting
objectives for the Village.
• Structure
The Internal Audit Department, which consists of six people, is
a centralized structure based at the Company’s Headquarters
which carries out cross-functional audits of all of the Group’s
operations and transaction flows. It reports directly to the
Executive Vice-President.
Mystery visits
Mystery visitors from an outside specialist firm measure
compliance with product standards (Quali Signs) in each
Village. They are hired and briefed according to specific
criteria defined by Club Méditerranée (proven professionalism,
Club Méditerranée customer-type profile, neutral and nonentrapping behavior).
Equipped with the Village’s Quali Signs checklist, they verify
the implementation of these standards at every stage of their
stay, from arrival to the time they leave the Village.
“Mystery GMs” reveal their identity at the end of their stays to
the Village Managers, giving them an initial oral debriefing so
The internal auditors perform audits of specific functions or
businesses at Group, HQ, Country Office and Village level.
They coordinate their work with that of the Statutory Auditors.
The Internal Audit Department has three types of task:
- Financial audits, which consist of reviewing the financial
statements and examining the systems and rules set up to
ensure the reliability of financial information; these audits
serve to ensure compliance with the accounting principles
and guidelines;
that they can resolve the problems identified. About 10 days
- Operational audits, which include reviewing the various
later, they submit a written report to the Village Manager, the
business cycles (such as sales, purchasing and human
Country Manager and the Service Manager.
resources) and assessing internal control procedures in
If warranted by the score, the Village Manager sends a
corrective-action plan to the Country Manager and to the BU’s
Quality team.
order to obtain assurance that the organization in place
contributes to managing Group risks and meeting Group
objectives;
- Specific engagements, corresponding to various one-off
These Quality Department tools – including the Quali Signs
projects such as providing support for operations staff, or
and Pro Signs standards, customer feedback, and mystery
organizational and diagnostic work under the direction of
GMs – create a system of continuous improvement that allows
senior management.
us to give our GMs the full Club Méditerranée experience and
thus secure their loyalty.
The Internal Audit Department also takes part in events such
as financial seminars and training sessions for Finance
Managers, with a view to relaying a control culture throughout
Internal Audit Department
the Group and driving changes to improve the internal control
The independent and objective Internal Audit Department
and risk management environment.
provides Club Méditerranée with reasonable assurance as to
its degree of control of its business within the scope of the
audit and offers recommendations for improvement.
It helps Club Méditerranée to achieve its objectives by
systematically and methodically analyzing:
- financial and operating risks;
- the quality of the internal control system;
- compliance with legal and regulatory provisions and
procedures;
- the prevention of fraud risk.
The Internal Audit Department presents a report on its work to
the members of the Senior Management Committee. A recap
of its audits is presented at each Audit Committee meeting.
2012 Annual Report
119
As part of the decentralization of operations and in a spirit of
• Operational structure and procedures
auto-evaluation of the internal control system, the Internal
Every six months, the Internal Audit Department draws up an
Audit Department distributes a self-assessment matrix:
audit plan based on a risk-based analysis and submits it to the
- to all Villages, twice every half-year;
Audit Committee for approval. Twice a year it also presents
- to all Country Offices, twice a year (launched in 2011).
the Audit Committee with a progress report and a summary of
audits performed since the start of the year.
each service by:
Internal audits are conducted in four phases:
- A preparation
phase allowing the
These self-assessments help to improve the performance of
- regularly assessing compliance with established processes
auditors to gain
knowledge of the context of the entity or the focus of the
audit and to define the audit’s scope;
and procedures;
- carrying out an objective and realistic evaluation of the
quality of the internal controls in place, using consistent
methodology resulting in a mathematical score;
- A “field” phase during which the auditors analyze the causes
and consequences of the risks identified through interviews
- setting up corrective-action plans and monitoring that these
plans are properly implemented.
and audit tests. The auditors share their findings with the
audited
parties
and
involve
them
in
developing
recommendations which, on implementation, will reduce risk;
- A reporting phase whereby summaries of the main identified
weaknesses and related recommendations are shared with
the audited entity, its management, including the relevant
This tool is a real breakthrough in implementing sound and
efficient
internal
controls
worldwide.
To
maintain
its
effectiveness, the Internal Audit Department updates this tool
every year to reflect changing requirements in managing risk
and fraud, consistent with the changes in the organization, its
members of the Senior Management Committee, and the
processes and information systems.
Executive Vice-President; a summary is sent to the
The Statutory Auditors take part in Audit Committee meetings
Chairman and Chief Executive Officer;
and are kept informed of the work carried out by the Internal
- A follow-up phase during which the audited entities are
given guidance in establishing corrective action plans.
Audit Department. This happens through the Internal Audit
Department sending activity reports to the Statutory Auditors.
After each internal audit of a Village or a Country Office, the
entity is rated on a scale of 10. This enables the Group to
CONCLUSION
assess the quality of the internal control system, compare
performance between the audited entities and measure their
In 2012, the Group continued to focus on increasing the
progress.
awareness of risks inherent in its operations and on improving
its internal control procedures related to these risks.
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2012 Annual Report
4.5. STATUTORY AUDITORS’ REPORT ON INTERNAL CONTROL
Statutory Auditors’ report prepared in accordance with Article L. 225-235 of the French Commercial Code on the report of the
Chairman of the Board of Directors of Club Méditerranée
The professional standards require us to perform procedures
to assess the fairness of the information set out in the
In our capacity as Statutory Auditors of Club Méditerranée and
Chairman’s report concerning the internal control and risk
in accordance with the requirements of Article L. 225-235 of
management
the French Commercial Code, we present below our report on
processing of accounting and financial information. These
the report prepared by the Chairman of the Board of Directors
procedures include:
procedures
covering
the
preparation
and
of Club Méditerranée in application of Article L. 225-37 of the
French Commercial Code for the year ended October 31,

examining the internal control and risk management
procedures covering the preparation and processing of the
2012.
accounting and financial data used as a basis for the
It is the Chairman’s responsibility to prepare and submit for
information presented in the Chairman’s report, and
approval by the Board of Directors a report summarizing the
reviewing existing documentation;
internal control and risk management procedures in place
within the company and providing additional information as

reviewing the work performed in preparing these data and
existing documentation;
required by Article L. 225-37 of the French Commercial Code,
particularly relating to corporate governance policies and

procedures.
determining whether major internal control weaknesses
concerning the preparation and processing of accounting
and financial information that we may have identified in our
It is our responsibility to:
audit are appropriately disclosed in the Chairman’s report.

report to you our observations on the information
contained in the Chairman’s report on internal control and
Based on the procedures performed, we have no matters to
risk management procedures relating to the preparation
report concerning the information provided on the Company’s
and treatment of accounting and financial information; and
internal control and risk management procedures covering the
preparation and processing of the accounting and financial

confirm that this report includes the additional information
information contained in the report of the Chairman of the
required under Article L. 225-37 of the French Commercial
Board of Directors as prepared in accordance with Article L.
Code, noting that it is not our responsibility to verify the
225-37 of the French Commercial Code.
fairness of such information.
Additional information
We conducted our work in accordance with professional
standards applicable in France.
We confirm that the report of the Chairman of the Board of
Directors includes the additional information required by Article
Information on the internal control and risk management
L. 225-37 of the French Commercial Code.
procedures covering the preparation and processing of
accounting and financial information
Neuilly-sur-Seine and Paris-La Défense, December 21, 2012
Jean-François Viat
2012 Annual Report
ERNST & YOUNG AUDIT
121
4.6. SENIOR MANAGEMENT COMPENSATION
At its meeting of December 10, 2008, the Board of Directors
reviewed the AFEP-MEDEF recommendations of October 6,
2008 on the compensation of corporate officers of listed
General conditions
More than 1,000 Group employees have a variable component
companies
and found that they were consistent with the Company’s
in their overall compensation.
For approximately 280 of these employees, this variable
corporate governance policy.
Accordingly, under the Law of July 3, 2008 implementing EU
Directive 2006/46/EC of June 14, 2006, the Company uses the
amended AFEP-MEDEF code as a reference when preparing
the report provided for under Article L.225-37 of the French
compensation is based in part on their individual performance
and in part on the Group’s performance. For the most part,
these employees are Executives, Village Managers and
managers with a high level of responsibility.
The share of variable compensation related to individual
Commercial Code.
The compensation paid to executive officers comprises fixed
and variable portions. The rules used to calculate the variable
portion are set by the Board of Directors each year on the
basis of recommendations issued by the Nominations and
Compensation Committee.
performance and that related to Group performance is
determined by the level of responsibility and in consideration
of the direct impact of each on this performance. This share is
set at 30% or 50% for managers, 60% for members of the
Senior Management Committee and 70% for corporate officers.
This variable portion, linked to the Group's performance, is
calculated based on the results achieved in the current fiscal
4.6.1. Compensation summary
Gross compensation in euros
Henri Giscard
Fiscal 2011
d’Estaing
compensation
(Chairman and
Chief Executive
Officer)
Due
Paid
year against those of the previous year, and on the budget for
the current year as approved by the Board of Directors.
Fiscal
2012 compensation
In addition, over 800 GOs have a variable component in their
overall compensation, though it is based entirely on their
Due
Paid
Fixed
compensation
660,440
660,440
674,035
674,035
Variable
compensation
599,295
526,850
496,300
599,295
Directors’ fees
19,551
27,500
18,903
19,333
Benefits in kind
39,729
39,729
37,608
37,608
1,319,015
1,254,519
1,226,846
1,330,271
individual performance. They are for the most part sales staff,
buyers, and Village service managers.
Group performance in 2012
The Group’s performance depends on three criteria:
Total
Target variable
compensation
665,880
679,860
Michel Wolfovski
Executive VicePresident
Business Volume (BV), which counts for 25%;

Net Income, which counts for 25%;

Village EBITDA, which counts for 50%.
The Board of Directors reviewed the rate of achievement of
Fiscal 2011
compensation
Fiscal 2012
compensation
2012
Due
Paid
Due
Paid
Fixed
compensation
381,576
381,576
392,849
392,849
Variable
compensation
258,733
213,250
208,081
258,733
Benefits in kind
30,246
30,246
43,322
43,322
Total
670,555
625,072
644,252
694,904
Target variable
compensation

the various predefined criteria based on figures presented by
the Nominations and Compensation Committee at the meeting
held on November 28, 2012.
For 2012, the Board decided that the baseline Group
performance (as a percentage of achievement of targets) to be
used in calculating variable compensation would be 55%.
This
performance
level
therefore
applies
to
all
Club
Méditerranée employees eligible for variable compensation, as
described above.
269,511
279,303
As a reminder, Group performance was 90% in 2011 and 66%
in 2010.
VARIABLE COMPENSATION
On December 6, 2012, the Board of Directors, as recommended
2012 variable compensation of corporate officers
by the Nominations and Compensation Committee, set the
following terms and conditions for the variable compensation of
The individual objectives of corporate officers are based on
the Company’s corporate officers:
specific and measurable elements determined by the Board of
Directors at its meeting of December 8, 2011. These
122
2012 Annual Report
objectives,
which
are
confidential,
are
based
on
the
Company’s strategy, and are qualitative or quantitative in
nature (e.g., free cash flow).
Méditerranée employees who, after losing their jobs, would
receive unemployment benefits.
The Nominations and Compensation Committee wished to
The Board of Directors reviewed the rate of achievement of
allow the Chairman and Chief Executive Officer to benefit from
Henri Giscard d’Estaing’s 2012 individual objectives as
the continuity of all or part of his provident insurance and
Chairman and CEO. On this basis, the Board decided to
healthcare coverage in the same spirit as that established for
attribute an individual performance ratio of 115% to Mr.
the Company’s employees who are eligible for portability.
Giscard d’Estaing and, given a Group performance of 55%, to
set his variable compensation for fiscal 2012 at €496,300.
The Board thus decided on November 3, 2011, as proposed
by AXA, its current insurer, to extend Henri Giscard d’Estaing’s
In light of his achievement of personal objectives, the Board of
provident insurance and healthcare coverage in the event of
Directors decided to attribute an individual performance ratio
dismissal or mutual termination of his employment contract for
of 120% to Executive Vice-President and Chief Financial
a period of no more than nine months from the end of any
Officer Michael Wolfovski, and, in light of the Group
notice period given for the Chairman and Chief Executive
performance of 55%, to set his variable compensation for
Officer. The total amount of the contribution for the maximum
fiscal 2012 at €208,081.
period of nine months would be €4,500 and would be borne by
Club Méditerranée.
This extension of coverage would be suspended if Henri
FIXED COMPENSATION
At its meeting of June 6, 2012, the Board of Directors decided,
in accordance with the recommendations of the Nominations
and Compensation Committee, that the gross annual base
Giscard d’Estaing were to receive new coverage of the same
type as a result of new employment or if he were to benefit
from the portability system of Club Méditerranée.
salary of the Chairman and CEO would be raised by 2.1%,
The Board of Directors subjected this contract extension to the
effective April 1, 2012. This increase corresponds to the
same performance conditions as those approved by the Board
average increase in the compensation of Club Méditerranée
on December 10, 2008 and renewed on March 3, 2011 for the
SA’s employees in 2012.
payment of Contractual Severance Compensation:
The Board of Directors decided to increase the gross annual
- The contract extension will thus be implemented if the
base salary of the Executive Vice-President, whose tasks
average percentage attained (during the last three fiscal years
include overseeing both the Latin American and North
ended at the date of expiration of the notice period) for annual
American regions, by 3.6%, effective April 1, 2012 (including
bonuses over target bonuses is at least 40%.
2.1% under his employment contract).
The employer contribution to the extension of this insurance
contract will not be taken into account in calculating the two
BENEFITS IN KIND
Benefits in kind include a company car and fringe benefits
associated with stays at Club Méditerranée Villages. No loans
or guarantees have been granted by the Company to its
executive officers.
years of gross pay serving as a basis for the calculation of the
Contractual Severance Compensation, but it will be deducted
from any Contractual Severance Compensation payable to
Henri Giscard d’Estaing.
RETIREMENT BENEFITS
The Company’s corporate officers, like other executives of
LONG-TERM COMPENSATION
Club Méditerranée S.A., are covered by supplementary
Given the need to allow corporate officers to participate in the
defined-contribution pension plans. The contributions paid
performance of the Company and its share price, and given
under these plans represent 5% of their compensation for the
that they had not had a stock-option plan since 2009, on June
share capped at eight times the annual Social Security ceiling,
10, 2010, the Board of Directors created a long-term
beyond which the contribution is 10%.
compensation plan for them based on two performance criteria:
- The first criterion, related to the achievement of the 2010-
PROVIDENT INSURANCE AND HEALTHCARE
The Chairman and CEO, Henri Giscard d’Estaing, does not
benefit from general unemployment insurance because of his
appointment as corporate officer, and no private insurance has
been purchased for his account.
event of job loss, or benefit from the portability agreement
which provides for an extension of the collective bargaining
on
healthcare
and
provident
insurance
contributions for no more than nine months for Club
2012 Annual Report
 a Village EBITDA margin of at least 9.5%;
 a direct sales figure of at least 59%;
 a portfolio of 4/5-Trident Villages of at least 64%.
- The second criterion is linked to the share price:
As a result, he cannot claim any unemployment benefit in the
agreement
2012 strategic plan, includes three elements:
 over three years, a Club Méditerranée share performance
of at least 80% relative to the SBF 120.
At the close of fiscal 2012, once the first of the criteria has
been met and depending on the rate of achievement of the
second criterion, the amount of the long-term compensation
123
that may be paid to the corporate officers could vary between
0.8x and 1.5x their annual basic salary.
At October 31, 2012:
SEVERANCE COMPENSATION
On December 10, 2008 and on March 3, 2011, the Board of
Directors of the Company decided, in compliance with Article L.
- three of four criteria have been met: percentage of direct
225-42-1 of the French Commercial Code, as amended by
sales, network of 4/5-Trident Villages, and the performance of
Law 2007-1223 of August 21, 2007, on the compensation due
the Club Med share vs. SBF 120.
in the event of termination of the President and Chief
- one criterion has not been met: the Village EBITDA margin,
for which the level was set in 2010 with a three-year horizon
for recovery.
The Board of Directors noted on December 6 that the longterm compensation established by the Board of Directors on
June 10, 2010 was not paid for the period from 2010-2012
because one of the four criteria had not been met.
Executive Officer, Henri Giscard d’Estaing, and of the
Executive Vice-President and Chief Financial Officer, Michel
Wolfovski, and on the performance targets to be verified by the
Board of Directors in order to decide on the payment of such
compensation.
1
Severance compensation in the event of termination (unless
termination is due to gross or willful misconduct) will
correspond to two years of gross pay (excluding the long-term
Given that the corporate officers had not had a free stock-
compensation approved by the Board of Directors on
option plan since 2009, on December 6, 2012, the Board of
December 6, 2012). Such payment is subject to achieving
Directors decided to renew the long-term compensation plan
certain performance criteria.
for the corporate officers in order to allow them to participate in
the Company’s performance through the achievement of
strategic objectives and in the performance of the share price.
The conditions and criteria are as follows:
Three criteria linked to strategic objectives for 2014, each of
which accounts for one third:
- percentage of 4/5-Trident Villages greater than or equal to
70% on October 31, 2014;
- percentage of customers from high-growth countries greater
than or equal to 30% on October 31, 2014;
- net income not including taxes and non-recurring items
greater than or equal to 7% of capital employed on October 31,
2014.
One criterion linked to the share price:
- performance of the Club Méditerranée share compared to the
SBF 120 corresponding to the average (closing price) of the
two indices for the reference period, i.e. from November 1,
2010 to October 31, 2014.
Payment conditions:
If the share price achieves less than 80% of the performance
set out in the criterion above, no long-term compensation is
paid.
The
performance
criterion
to
which
such
severance
compensation is subject is the average percentage of annual
variable compensation actually paid (“variable compensation”)
compared to the target variable pay used to calculate the
variable compensation paid. The average percentage is
calculated for a reference period identical to that of the term of
service, i.e., three years.
This performance criterion is assessed and applied as follows:
- No severance compensation is paid if the average
percentage of the variable compensation over the target
variable compensation noted for the reference period is less
than 40%.
- 50% of the severance compensation is paid if the average
variable compensation noted for the reference period is at
least 40%.
- 100% of the severance compensation is paid if the average
variable compensation noted for the reference period is at
least 70%.
- Between these two thresholds, the percentage of severance
pay progresses on a proportional basis.
In the event that severance compensation is paid to the
corporate officers, their stock options will be maintained after
their departure from the Company.
If the share price achieves a performance of between 80% and
150% of the performance set out in the criterion above, a
coefficient multiplier is applied to each strategic criterion
achieved; the coefficient between these two points is linear.
The amount of long-term compensation that can be paid to the
Chairman and CEO, Henri Giscard d’Estaing, and the
Executive Vice-President, Michel Wolfovski, may vary between
0.27x and 1.5x their gross annual base salary.
1
Termination initiated by the Chairman and CEO and/or Executive
Vice-President is not covered under this provision.
124
2012 Annual Report
Corporate officers are required by law to hold a certain
4.6.2. Other benefits and commitments
proportion of their stock options and shares for the length of
their term of service. This proportion corresponds to the
STOCK OPTIONS AND BONUS SHARES
equivalent of 30% of the capital gain on disposal for options or
No stock options were granted to corporate officers in fiscal
on final vesting for bonus shares. This provision applies to
2012.
stock options and bonus shares awarded since 2007.
As of October 31, 2012, the Company’s executive officers held the following stock options:
OUTSTANDING STOCK OPTIONS GRANTED IN PRIOR YEARS
Henri Giscard d’Estaing
Date of Board Meeting
Plan H
Plan I
Plan J
Plan K
Plan L
Plan M
28.02.03
15.01.04
11.01.05
14.03.06
08.03.07
11.03.08
Start of exercise period
01.03.06
15.01.07
11.01.08
14.03.09
08.03.10
11.03.11
Expiry of exercise period
27.02.13
14.02.14
10.01.13
13.03.14
07.03.15
10.03.16
32.11
28.47
32.11
39.15
39.51
29.71
141,700
35,970
43,600
32,700
34,336
38,150
132,435
35,970
43,600
32,700
34,336
38,150
Plan H
Plan I
Plan J
Plan K
Plan L
Plan M
28.02.03
15.01.04
11.01.05
14.03.06
08.03.07
11.03.08
Exercise price (euros)
Number of options granted
Number of options exercised
9,265
Number of options outstanding
Michel Wolfovski
Start of exercise period
01.03.06
15.01.07
11.01.08
14.03.09
08.03.10
11.03.11
27.02.13
14.02.14
10.01.13
13.03.14
07.03.15
10.03.16
Exercise price (euros)
32.11
28.47
32.11
39.15
39.51
29.71
32,700
10,900
27,250
21,800
17,440
16,350
Number of options exercised
24,525
10,900
27,250
21,800
17,440
16,350
Number of options outstanding
8,175
OTHER
Corporate Officers (Chairman
and CEO / Executive VicePresident)
Employment Contract
Yes
No
Defined-contribution
supplemental pension plan
Yes
No
Compensation or benefits
due or which may be due in
case of termination or
change of duties
Yes
No
Compensation for a noncompete clause
Yes
No
Chairman and CEO
Start of term: March 3,
2011
X
(Employment
contract
suspended)
X
(p.123 of
this
Registration
Document)
X
(pp.123 and
124 of this
Registration
Document)
X
X
X
(p.123 of
this
Registration
Document)
X
(pp.123 and
124 of this
Registration
Document)
X
End of term:
March 2014
Michel Wolfovski
Executive Vice-President
Start of term: March 3,
2011
End of term:
March 2014
2012 Annual Report
125
Under the provisions of the AFEP-MEDEF report on corporate governance with which Club Méditerranée Group complies, it is
recommended that when an executive becomes a corporate officer, his or her employment contract with the company or another
Group company should be terminated, either by mutual termination or resignation.
This recommendation applies in particular to the positions of Chairman, Chief Executive Officer and Executive Vice-President, whose
appointments were renewed before October 6, 2008, the date on which the recommendation was made public.
On March 3, 2011, the Board of Directors, in renewing his appointment, approved continuing the Chairman and CEO’s employment
contract given that, even if this does not follow the recommendations of the AFEP-MEDEF report, the decision complies with the
AMF’s report of July 12, 2010 and confirmed by that of December 13, 2011 which provides that: “a company complies with the code
when the continuation of an executive’s employment contract is justified in view of his seniority as an employee of the company and
his personal situation.”
SUMMARY OF COMPENSATION, OPTIONS AND SHARES ALLOCATED TO EACH CORPORATE OFFICER
Henri Giscard d’Estaing (Chairman and Chief Executive
Officer)
Fiscal 2011 compensation
1,319,015
1,226,846
1,319,015
1,226,846
670,555
644,252
670,555
644,252
Compensation due
Valuation of options allocated
(1)
Total
Michel Wolfovski (Executive Vice-President)
Compensation due
Valuation of options allocated
(1)
Total
(1)
For 2011 and 2012, there was no valuation since no options were awarded to the corporate officers in either of those years.
4.6.3. Compensation paid to members of the Senior Management Committee
Total gross compensation paid to the members of the Senior Management Committee (including the corporate officers) in fiscal 2012
came to €4,533,000, versus €4,036,000 in 2011.
The members of the Senior Management Committee who are not corporate officers are covered by defined-contribution
supplementary pension plans. The contributions paid under these plans represent 5% of their compensation for the share capped at
eight times the annual Social Security ceiling, beyond which the contribution is 10%.
4.6.4. Information on non-officer employees
Total number of options
granted/shares
subscribed or purchased
Average
weighted
price
Plan
Options awarded during the fiscal year by the issuer, and any company
eligible under such plans, to the 10 employees of the issuer or any
(1)
eligible company who were awarded the highest number of options.
42,671
16.13
Q
Options held on the issuer and the companies mentioned above,
exercised during the fiscal year by the 10 employees of the issuer and
these companies who purchased or subscribed the highest number of
options
No options exercised
during the fiscal year
Stock options granted to the major non-officer employee
beneficiaries, and options exercised by them
(1)
The 2012 plan options were subject to performance criteria. Two of the three criteria have been met. The amount shown in the table
represents two thirds of the options granted.
Information relating to stock options and bonus share plans outstanding at October 31, 2012 is provided in Note 14 to the
consolidated financial statements.
126
2012 Annual Report
4.6.5. Compensation of other officers –
directors’ fees
The following table shows the directors’ fees paid in 2011 and
2012.
The Annual Shareholders’ Meeting of March 12, 2012 set the
aggregate amount of directors’ fees payable to members of
Directors’ fees paid in the
fiscal year
the Board of Directors (including non-voting directors) at
€305,000 for fiscal 2012, unchanged from the previous fiscal
year.
2011
2012
The rules for allocation of directors’ fees are:
A.Alami
16,057
19,333
- for directors:
A.Benhalima
17,760
27,450
A.Dinin
14,353
19,333
J.Lenormand*
13,543
G.Pauget
4,186
 a fixed sum (35% of total) based on the level of
responsibility;
Members of the Board
22,722
 a variable sum (65% of total) based on attendance and
J.Qian
3,849
19,333
contribution during Board or Committee meetings.
G.Pluvinet
18,429
19,650
- for non-voting Directors:
I.Seillier
9,167
S.Al Sulaiman
35,402
25,010
D.Dautresme*
25,222
12,530
T.de La Tour d’Artaise
31,506
19,376
The other rules remain unchanged:
H.Giscard d’Estaing
27,500
19,333
- a total of €305,000, an amount unchanged since 2000,
P.Jeanbart*
27,500
10,167
distributed as follows:
C.Jeanbart
30,296
26,272
A.C.Taittinger
39,400
33,601
Total
305,000
305,000
 a variable sum (65% of total) based on attendance and
contribution during Board or Committee meetings.
 €244,000 for the Board of Directors;
- €61,000 for the permanent Committees.
P.Lebard
12,556
M.Guo
9,167
* Directors who have resigned or completed their tenure
2012 Annual Report
127
4.7. STATUTORY AUDITORS’ ENGAGEMENT AND FEES
4.7.1. Engagement
ALTERNATE STATUTORY AUDITORS
STANDING STATUTORY AUDITORS
- Auditex, Tour First, 1 Place des Saisons, 92400 Courbevoie
Ernst & Young Audit, Tour First, 1 Place des Saisons, 92400
Courbevoie, represented by Jean-Pierre Letartre.
Auditex was appointed for the first time at the Shareholders’
Meeting of March 11, 2008. It replaced François Carrega for
Ernst & Young Audit was appointed for the first time at the
the remainder of his term, i.e. until the Shareholders’ Meeting
Annual General Meeting of April 30, 1981. Its appointment was
called to approve the fiscal 2012 financial statements.
renewed at the Annual General Meeting of March 8, 2007 for a
period of six years expiring at the Annual General Meeting
called to approve the fiscal 2012 financial statements.
- Cabinet Beas, 7-9 Villa Houssay, 92200 Neuilly-sur- Seine
Beas was appointed for the first time at the Shareholders’
Deloitte & Associés, 185, avenue Charles de Gaulle 92524
Neuilly-sur-Seine Cedex, represented by Jean-François Viat.
Meeting of March 17, 2003, replacing M. A. Grosmann. Its
appointment was renewed at the Shareholders’ Meeting of
Deloitte & Associés was appointed for the first time at the
March 8, 2007 for a period of six years expiring at the
Annual General Meeting of March 17, 2003. Its appointment
Shareholders’ Meeting called to approve the fiscal 2012
was renewed at the Annual General Meeting of March 8, 2007
for a period of six years expiring at the Annual General
Meeting called to approve the fiscal 2012 financial statements.
4.7.2. Fees paid to the Statutory Auditors
in € thousands
Ernst & Young network
2012
Amount
excl. VAT
%
2011
Amount
excl. VAT
Deloitte network
%
2012
Amount
excl. VAT
%
2011
Amount
excl. VAT
%
Statutory audit, certification, review
of separate and consolidated
accounts
- Issuer
491 52.6%
519 55.3%
398 58.6%
362 56.5%
- Fully consolidated subsidiaries
395 42.3%
385 41.1%
201 29.6%
255 39.8%
Audit-related services
- Issuer
7
0.7%
Sub-total
893 95.6%
904 96.4%
30
4.4%
11
1.7%
640 94.3%
9
1.4%
626 97.7%
Other services provided to fully
consolidated subsidiaries
- Legal and tax advice
41
4.4%
34
3.6%
39
5.7%
15
2.3%
Sub-total
41
4.4%
34
3.6%
39
5.7%
15
2.3%
Total fees
934
100%
938
100%
679
100%
641
100%
- Other
128
2012 Annual Report
5. FINANCIAL STATEMENTS
5.1. CONSOLIDATED FINANCIAL STATEMENTS
5.1.1. Summary
130
Note 15 – Pensions and other long-term
benefits
157
Note 16 – Provisions for contingencies,
claims and litigation
159
Note 17 – Income taxes
160
CONSOLIDATED INCOME STATEMENT
130
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
130
FINANCIAL POSITION
Note 18 – Borrowings and interestbearing liabilities
161
131
Note 19 – Financial risk management
164
Note 20 – Other liabilities
168
Note 21 – Employee benefits expense
and number of employees
168
CONSOLIDATED STATEMENT OF CASH
FLOWS
132
CHANGE IN CONSOLIDATED NET DEBT 132
CHANGES IN EQUITY
Note 22 – Management of Assets
Operating Income
169
Note 23 – Other Operating Income and
Expense
169
Note 24 – Financial Income/(Expense)
169
Note 25 – Share of income of associates
169
Note 26 – Earnings per share
170
Note 2 – Summary of significant accounting
policies, basis of consolidation
134
Note 27 – Notes to the consolidated
statement of cash flows
170
Note 3 – Changes in scope of consolidation 144
Note 28 – Related-party transactions
171
Note 4 – Segment information
144
Note 5 – Construction contracts
145
Note 29 – Commitments and
contingencies
173
Note 30 – Fees paid to the Statutory
Auditors
174
Note 31 – Subsequent events
174
133
5.1.2 Notes to the Consolidated Financial
Statements
134
Note 1 – General information
134
Note 6 – Goodwill, business combinations
and impairment tests
146
Note 7 – Intangible assets
147
Note 8 – Property, plant and equipment
148
Note 9 – Non-current financial assets
150
Note 10 – Assets held for sale
151
Note 11 – Other receivables
152
Note 12 – Cash and cash equivalents
152
Note 13 – Share capital and reserves
152
Note 14 – Share-based payments
155
2012 Annual Report
Note 32 – Scope of consolidation at
October 31, 2012
175
5.1.3 Statutory Auditors’ Report on
the Consolidated Financial
Statements
178
5.1.4. Group structure at October 31,
2012
179
129
5.1.1 Summary
CONSOLIDATED INCOME STATEMENT
(in € millions)
Group revenue
(1)
Village revenue
Note
2011
2012
4
1,423
1,459
4
1,409
1,447
Other income
7
9
Total income from ordinary activities
1,416
1,456
Purchases
(545)
(562)
Outside services
(285)
(286)
(290)
(299)
(26)
(28)
Employee benefits expense
21
Taxes other than on income
Village EBITDAR
4
Rent
Village EBITDA
4
Depreciation and amortization expense
Provision expense, net
270
281
(144)
(155)
126
126
(66)
(65)
1
1
4
61
62
Management of Assets Operating Income
22
(24)
(26)
Other Operating Income and Expense
23
(11)
(14)
26
22
(16)
(13)
Operating Income/(Loss)
Interest and related income (expense) on net debt
24
Other financial income and expense
5
24
(16)
(8)
10
14
(9)
(14)
1
2
Net profit from continuing operations
2
2
Net income/(loss)
2
2
- attributable to the Parent Company
1
1
1
1
0.02
0.02
0.02
0.02
Profit/(loss) before tax
Income tax
Share of income of associates
- attributable to non-controlling interests
17.1
9.1 and 25
13.2
(in €)
Basic earnings/(loss) per share
26
Diluted earnings/(loss) per share
26
(1) of which €12 million in Management of Assets Revenue in 2012 and €14
million in 2011.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Note
2011
2012
2
2
13.1
(8)
8
Gains/(losses) on cash flow hedges taken to equity
13.1
3
(in € millions)
Net income/(loss)
1
Revaluation of available-for-sale financial assets
(1)
Other comprehensive income after tax and before
comprehensive income of associates
(5)
8
Other comprehensive income
(5)
8
COMPREHENSIVE INCOME
- attributable to the Parent Company
(3)
(5)
10
11
2
(1)
- attributable to non-controlling interests
There is no tax effect on other comprehensive income. All comprehensive income may be recycled in the income
statement.
130
2012 Annual Report
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
ASSETS
(in € millions)
Notes
10/31/2011
10/31/2012
Goodwill
6
30
31
Intangible assets
7
49
49
Property, plant and equipment
8
801
803
9
92
90
972
973
Total fixed assets
Deferred tax assets
17
Non-current assets
Inventories
Trade receivables
20
22
992
995
30
34
55
46
Other receivables
11
104
117
Cash and cash equivalents
12
56
65
245
262
37
12
1,274
1,269
Current assets
Assets held for sale
10
Total assets
EQUITY AND LIABILITIES
(in € millions)
Notes
31.10.11
31.10.12
Share capital
121
127
Additional paid-in capital
604
611
(278)
(279)
Retained earnings/(deficit)
Net profit/(loss) for the year
1
1
Equity attributable to the Group
13.1
448
460
Non-controlling interests
13.2
64
62
Shareholders’ equity
512
522
Pensions and other long-term benefits
15
24
24
Borrowings and interest-bearing liabilities
18
188
136
Other liabilities
20
41
37
Deferred tax liabilities
17
49
49
Non-current liabilities
302
246
Provisions
16
27
24
18
33
47
110
117
134
147
Customer prepayments
156
166
Current liabilities
460
501
1,274
1,269
Trade payables
Other liabilities
2012 Annual Report
20
131
CONSOLIDATED STATEMENT OF CASH FLOWS
Notes
(in € millions)
2011
2012
2
2
Cash flows from operating activities
Net profit/(loss)
Adjustments for:
Depreciation, amortization and provisions
27.1
76
Share of income of associates (net of dividends received)
68
(1)
Disposal (gains) and losses, net
(5)
(7)
Finance cost, net
16
8
Income tax
9
13
(1)
(3)
1
4
and interest
98
84
Income taxes paid
(9)
(13)
Cash flows from operating activities
89
71
Other
Change in working capital and short-term provisions
(1)
27.4
Cash generated from operations, before tax
Cash flows from investing activities
Acquisition of non-current assets
27.2
(50)
(50)
Proceeds from disposals of non-current assets
27.3
19
42
(31)
(8)
58
63
Proceeds from long-term borrowings
16
11
Repayments of long-term borrowings
(168)
(62)
(21)
(11)
4
8
Cash flows from investing activities
Free cash flow
Cash flows from financing activities
Interest expenses paid
Increase (decrease) in short-term bank loans
Dividends paid and other
(4)
Cash flows from financing activities
(173)
(54)
(115)
9
Net increase/(decrease) in cash and cash equivalents and other
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
12
171
56
Cash and cash equivalents at end of period
12
56
65
(1) Including charges to/(releases from) short-term provisions considered as accrued expenses
CHANGE IN CONSOLIDATED NET DEBT
(in € millions)
Note
2011
2012
Net debt at beginning of period
18.1
(197)
(165)
32
47
18.1
(165)
(118)
Decrease in net debt
Net debt at end of period
132
2012 Annual Report
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (NOTE 13)
Number of
shares
At October 31, 2010
Gains/(losses) on cash flow
hedges taken to equity
30,232,219
Share
capital
121
Retained
Equity
Additional
NonTreasury Translation earnings/(deficit) attributable
Total
paid-in
controlling
shares
reserve
and net
to the
equity
capital
interests
profit/(loss)
Group
604
(10)
(31)
64
516
(9)
1
(8)
3
(6)
1
(5)
1
1
1
2
4
(5)
2
(3)
1
1
3
Other comprehensive
income
(9)
(9)
Comprehensive Income
Share-based payments
Compound financial
instruments (ORANE +
(1)
OCEANE bonds)
(232)
(9)
452
3
30,250,076
121
604
(10)
Other comprehensive
income
(40)
(227)
448
1
1
(1)
(1)
10
10
Compound financial
instruments (ORANE
(1)
bonds)
10
7,991
1,564,492
6
7
31,822,559
127
611
(2)
(2)
64
512
1
(1)
10
(2)
8
10
(2)
8
1
1
1
2
1
11
(1)
10
1
1
1
(13)
Dividends
At October 31, 2012
1
17,857
Dividends
At October 31, 2011
Gains/(losses) on cash flow
hedges taken to equity
Revaluation of availablefor-sale financial assets
3
(10)
(30)
(238)
460
(1)
(1)
62
522
(1) ORANE and OCEANE bond redemptions for new shares.
2012 Annual Report
133
5.1.2 Notes to the Consolidated Financial Statements at October 31, 2012
NOTE 1. GENERAL INFORMATION
Club Méditerranée SA is a société anonyme (joint stock
corporation) governed by the laws of France. Its registered
office is at 11, Rue de Cambrai, 75957 Paris Cedex 19,
France. Club Méditerranée shares are listed on the primary
the mandatory standards and interpretations published by the
IASB, with the exception of IAS 39, which was only partially
adopted. The part which was not adopted by the European
Union has no effect on the Group’s financial statements. As a
result, the financial statements comply with IFRS as issued by
the IASB.
market of the Paris stock exchange (Euronext Paris) and are
In preparing its opening IFRS accounts at November 1, 2004
included in the SBF 120 index.
(date of transition to IFRS), Club Méditerranée applied the
The consolidated financial statements include the financial
following options provided under IFRS 1:
statements of Club Méditerranée SA and its subsidiaries (“the
- No restatement of business combinations prior to the date of
Group”), as well as interests in associated companies. The
transition.
Company’s fiscal year covers the 12-month period ending
October 31. The subsidiaries’ financial statements cover the
same period and are prepared using the same accounting
policies.
The Group is a leading global provider of upscale, all-inclusive
- Reclassification in retained earnings of accumulated
translation differences as at November 1, 2004.
- Revaluation of certain property, plant and equipment at fair
value on the transition date.
vacation packages. Details of the Group’s activities are
- Recognition of non-amortized actuarial gains and losses on
provided in Note 4.
long-term benefit obligations at the transition date.
The consolidated financial statements for the year ended
October 31, 2012 were approved by the Board of Directors on
December 6, 2012. All amounts are expressed in millions of
euros, unless otherwise specified.
2.2. CHANGES IN THE ACCOUNTING STANDARDS
The following standards, revised standards and interpretations
adopted by the European Union were applicable as of
November 1, 2011:
NOTE 2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES, BASIS OF
CONSOLIDATION
- Amendment to IAS 24: “Related Party Disclosures”.
- Amendment to IFRIC 14: “IAS 19 - The Limit on a Defined
Benefit Asset, Minimum Funding Requirements and their
Interaction”.
2.1 GENERAL ACCOUNTING FRAMEWORK AND
CONTEXT
- Amendment to IFRS 7: “Financial Instruments: Disclosures”
In accordance with Regulation 1606/2002/EC of the European
- Amendments resulting from the annual improvement
Parliament and of the Council, dated July 19, 2002, the
process (May 2010) clarifying or slightly modifying various
Group’s consolidated financial statements for the year ended
standards and interpretations.
October 31, 2012 have been prepared in accordance with the
International Financial Reporting Standards (IFRS) in force in
the European Union at that date.
concerning disclosures about transfers of financial assets.
These standards, revised standards and interpretations did
not have a material impact on the consolidated financial
statements for fiscal 2012.
As at October 31, 2012, the accounting standards and
interpretations adopted by the European Union are similar to
134
2012 Annual Report
The Group decided against early adoption of the following standards, revised standards or interpretations adopted or being adopted
by the European Union as at October 31, 2012 and whose date of mandatory application falls after that date:
Standards, revised standards and interpretations adopted by IASB
Date of mandatory
application in Europe
For the Group,
the fiscal year
starting on
Amendment to IAS 1
“Presentation of Financial Statements” –
Presentation of Items of Other
7/1/2012
11/1/2012
Amendment to IAS 19
“Employee Benefits”
1/1/2013
11/1/2013
Amendment to IAS 12
“Income Taxes” – Deferred Tax:
Recovery of Underlying Assets
EU adoption expected in
Q4 2012
Amendment to IFRS 1
“First-time Adoption of IFRS” – Severe
Hyperinflation and Removal of Fixed
Dates for First-time Adopters
Q4 2012
IFRIC 20
“Stripping Costs in the Production Phase
of a Surface Mine”
Q4 2012
Amendment to IAS 27
“Separate Financial Statements”
Q4 2012
Amendment to IAS 28
“Investments in Associates and Joint
Ventures”
Q4 2012
IFRS 10
“Consolidated Financial Statements”
Q4 2012
IFRS 11
“Joint Arrangements”
Q4 2012
IFRS 12
“Disclosure of Interests in Other Entities”
IFRS 13
“Fair Value Measurement”
Amendments resulting from the
IFRS annual improvement process
(May 2012)
Amendments to IFRS 10, IFRS 12
and IAS 27
Q4 2012
Q4 2012
Amendment of five standards
Q1 2013
“Investment Entities”
Q3 2013
“Financial Instruments: Classification
and Measurement”
IFRS 9
Being adopted
The Group is currently assessing the practical implications of applying these standards, revised standards and interpretations and
their effect on the consolidated financial statements, including the changes in the standards:
- IAS 19 eliminating the corridor method;
- IFRS 10, 11, 12 defining a unique model for control analysis, eliminating the proportionate consolidation method and detailing the
expected information in the notes.
2.3.
SUMMARY
OF
ACCOUNTING
POLICIES
CONSOLIDATED
STATEMENTS
SIGNIFICANT
FOR
THE
FINANCIAL
The preparation of financial statements in accordance with
IFRS requires management to make certain estimates and
assumptions. These assumptions are determined on a going
concern basis according to the information available at the
2.3.1. MEASUREMENT METHODS APPLIED FOR THE
PREPARATION
OF
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
time. At each period-end, assumptions and estimates may be
revised to take into account any changes in circumstances or
any new information that has come to light. Actual results may
differ from these estimates. The current economic climate
The consolidated financial statements have been prepared on
complicates business forecasting and medium-term planning.
a
financial
In the notes to the consolidated financial statements, the
instruments and available-for-sale financial assets, which have
Group has therefore stated the assumptions used and outlined
been measured at fair value. The Group opted to measure
the results obtained from calculating the sensitivity of these
certain land and buildings at the IFRS transition date at their
estimates to fluctuations.
historical-cost
basis,
except
for
derivative
fair value.
2012 Annual Report
135
Sensitivity is particularly high:
- in impairment tests of non-current assets, because their value
Other income
in use is based on estimated future cash flows and
Other income mainly includes insurance settlements for
assumptions concerning future growth rates and discount rates.
business interruption losses as well as government grants
Several scenarios have been developed for changing cash
recognized in accordance with the accounting methods
flows. We have also tested sensitivity to changes in
described in Note 2.20.
assumptions concerning growth rates and the weighted
average cost of capital (WACC) (Notes 6.2 and 8.2.2);
VILLAGE EBITDAR AND EBITDA
- in estimating provisions for contingencies and litigation;
The Group monitors the performance of its Villages business
- in determining deferred taxes, particularly in assessing the
recoverability of deferred tax assets;
and sets targets in terms of Village EBITDA (Village Operating
Income before interest, taxes, depreciation and amortization).
The performance of the Villages (whether owned or leased) is
- in measuring revenue at the stage of completion of
also tracked internally based on Village Operating Income
construction contracts;
before interest, taxes, depreciation, amortization and rents, or
- in estimating the market value of the financial assets and
“Village EBITDAR”.
liabilities disclosed in Note 18.5.
2.3.2. PRESENTATION OF THE INCOME STATEMENT
The income statement is presented in accordance with the
“nature of expense” method.
OPERATING INCOME
Operating income is broken down on the income statement
between:
- Village Operating Income: This includes all revenues and
INCOME FROM ORDINARY ACTIVITIES
expenses directly related to the operation of the Villages;
Income from ordinary activities is recognized when it is
-
probable that the associated economic benefits will flow to the
corresponds
Group and the amount of income can be measured reliably.
management of real estate assets, and includes capital gains
Total income from ordinary activities includes:
or losses on disposals of assets including securities related to
Revenue
Management
to
of
Assets
income
and
Operating
expenses
Income:
related
This
to
the
the real estate assets of the Villages, the costs related to new
Villages and development projects, and the costs of site
Group revenue includes Village revenue and revenue from real
closures, whether closed permanently or temporarily for
estate development activities.
renovations or cases of force majeure. When a seasonal
Village Revenue corresponds to amounts received on the sale
of goods and services by fully consolidated companies in the
normal course of business, and is recognized as follows:
Village is closed for renovation, the costs incurred during the
Village’s usual closing period continue to be recognized under
Village Operating Income. Management of Assets Operating
Income also includes impairment charges and reversals as well
- Services: “Stay” revenues are recognized pro rata over the
as the results of property development;
period of service provision. “Transportation” revenues are
- Other Operating Income and Expense: This covers
recognized on the travel date. Other revenues are recognized
in the period in which the service is provided.
restructuring costs, claims and litigation, and the impact of
natural disasters.
- Sales of goods: revenue from the sale of goods is recognized
when the goods are delivered and the significant risks and
FINANCIAL INCOME/(EXPENSE)
rewards of ownership are transferred to the buyer.
Financial income and expense includes interest income and
Revenue from real estate development is included in
expense on the financial assets and liabilities that make up net
Management of Assets Operating Income. It is recognized
debt, presented on a separate line on the income statement.
according to the percentage of completion of each project
Other financial income and expense includes:
being marketed (see Note 2.22).
For Villages under management contracts, only commissions
on sales, marketing and management are recorded as revenue
and not the amount billed to customers staying in such Villages.
- discounting adjustments to provisions for pensions and other
long-term benefit obligations;
- gains and losses on derivative instruments;
- foreign exchange gains and losses;
- dividends received from non-consolidated companies;
- impairment charges on financial assets;
- disposals of securities of companies unrelated to Villages.
136
2012 Annual Report
- Income statement items (other than amortization and
2.4. BASIS OF CONSOLIDATION
All companies that are controlled by Club Méditerranée, directly
or indirectly, are fully consolidated. Control is the direct or
depreciation charges) and statement of cash flows items are
translated at the average rate for the period.
indirect power to govern the financial and operating policies of
The resulting translation adjustments are recorded in “Financial
an entity so as to obtain benefits from its activities.
income/(expense)”.
Companies over which the Group exercises significant
influence (“associates”) are consolidated by the equity method.
Holiday Villages of Thailand, which is 49.21% owned, and
Recreational Villages, 21% owned, are fully consolidated
because Club Méditerranée controls both according to IAS 27
criteria. In particular, the Group is empowered under contract to
direct the company’s financial and operating policies.
Société Martiniquaise des Villages de Vacances, which is 10%
owned, is also fully consolidated because the majority of the
associated risks are assumed by the Group.
2.5.2. TRANSACTIONS IN CURRENCIES OTHER THAN THE
FUNCTIONAL CURRENCY
Exchange differences on monetary assets and liabilities that
are an integral part of the Group’s net investment in a
consolidated foreign operation are accumulated in equity until
the foreign operation is sold or liquidated.
The same accounting treatment applies to monetary items
internal to the Group that are receivable from or payable to a
foreign operation for which settlement is neither planned nor
likely to occur in the foreseeable future, as these items are
Subsidiaries are consolidated from the acquisition date,
considered as representing, in substance, part of the Group’s
corresponding to the date on which control is transferred to the
net investment in the foreign operation.
Group, until the date on which control ceases. The results of
consolidated subsidiaries acquired or divested during the year
are included in consolidated income from the acquisition date
or up to the divestment date.
All intra-group
The impact of the translation of other currency transactions is
recorded in “Financial income/(expense)”.
2.5.3. OPTION SELECTED BY THE GROUP ON FIRST-TIME
balances and transactions, income and
expenses are eliminated in full in consolidation, together with
the profits included in the carrying amount of assets acquired in
intra-group transactions.
ADOPTION OF IFRS
In accordance with IFRS 1: “First Time Adoption of IFRS”,
cumulative translation adjustments arising on the translation of
the financial statements of foreign subsidiaries were reset to
The list of consolidated companies and the consolidation
methods applied are presented in Note 32.
zero at November 1, 2004 by adjusting opening retained
earnings. Any gains or losses on subsequent disposals of
foreign subsidiaries will exclude translation differences that
arose before November 1, 2004.
2.5. FOREIGN CURRENCY TRANSLATION
2.5.1. TRANSLATION OF THE FINANCIAL STATEMENTS OF
FOREIGN SUBSIDIARIES
2.6 BUSINESS COMBINATIONS, GOODWILL AND
INTANGIBLE ASSETS
2.6.1. BUSINESS COMBINATIONS AND TRANSACTIONS
The consolidated financial statements are presented in euros.
WITH NON-CONTROLLING INTERESTS UP TO NOVEMBER
The financial statements of independent subsidiaries whose
1, 2009
functional currency is not the euro are translated into euros by
the closing rate method, as follows:
Business combinations recorded prior to November 1, 2004
have not been retroactively restated in accordance with IFRS.
- Statement of financial position items are translated at the
Business combinations carried out since that date are
closing exchange rate at the reporting date.
recognized under the purchase method, by measuring the
- Income statement and statement of cash flows items are
translated at the average rate for the period.
The resulting translation adjustments are recognized as a
separate component of equity, under “Translation reserve”.
The
financial
statements
of
companies
that
are
translated into euros using the historical rate method, as
follows:
Non-current assets and the corresponding amortization and
depreciation charges are translated at the historical rate,
corresponding to the exchange rate on the transaction date.
- Monetary assets and liabilities are translated at the closing
2012 Annual Report
assumed at their fair value at the date of the combination.
The excess of the cost of the business combination over the
Group’s interest in the net fair value of the identifiable assets,
liabilities and contingent liabilities of the acquired entity at the
not
independent from the parent, Club Méditerranée SA, are
rate.
assets acquired and liabilities and contingent liabilities
date of the combination is recognized as goodwill.
For business combinations not achieved in stages, noncontrolling interests in the identifiable assets and liabilities of
the acquired entity are also measured at fair value.
In the accounting treatment of changes in non-controlling
interests, the Group has chosen to apply the following method:
Acquisitions of additional non-controlling interests result in
goodwill, this being the difference between the consideration
137
paid and the relevant share acquired of the carrying amount of
Other intangible assets are classified as having a finite life and
non-revalued net assets of the subsidiary.
are amortized over their expected useful life. The main useful
Transactions that reduce the Group’s interest in an entity
(without loss of control) are treated as a sale of interests to
minority shareholders, and the resulting impact is recorded in
the income statement.
lives are as follows:
Financial information and management
system
Accounting and management ERP
Villages management system
17 years
7 to 10
years
5 to 10
years
Reporting systems
2.6.2. BUSINESS COMBINATIONS AND TRANSACTIONS
WITH NON-CONTROLLING INTERESTS AS OF NOVEMBER
1, 2009
HR management
3 to 9 years
Other information systems
3 to 5 years
Booking system
26 years
The application of this standard is prospective. Business
Internet
3 to 5 years
combinations carried out before the date of application have
Management revenue
13 years
Other sales systems
3 to 8 years
As of this date, business combinations are recognized under
the revised IFRS 3: “Business Combinations” and the revised
IAS 27: “Consolidated and Separate Financial Statements”.
not been restated. The main changes are:
Because expenses incurred for business combinations are an
integral part of the cost of acquisition, they were previously
recorded in goodwill. They are now recorded as an expense
Sales systems
Office automation, software and licenses
Other amortizable intangible assets
3 to 5 years
3 to 10
years
under “Management of Assets Operating Income”.
When a contingent consideration is included in the acquisition
price, it is measured at fair value at the acquisition date.
Useful lives are reviewed at each year-end and adjusted if
necessary. The adjustments are treated as a change in
Subsequent changes in the fair value of such contingent
accounting estimates and are made prospectively.
consideration recorded in liabilities are now recognized in
Intangible assets with a finite life are tested for impairment
accordance with IAS 39/37 rather than as an adjustment to
whenever there is an indication that their recoverable amount
goodwill.
may be less than their book value (see Note 2.9.2).
The Group has the option, on an individual transaction basis, to
measure non-controlling (minority) interests at full fair value (full
goodwill method), or at the fair value of their proportion of
identifiable assets and liabilities (partial goodwill method).
Changes in non-controlling interests that do not affect control
are now considered to be transactions between shareholders,
and their impacts are recognized in equity.
When control is taken, the acquirer must remeasure the
previously acquired stake at fair value and record the impact of
this remeasurement in the income statement.
2.7. PROPERTY, PLANT AND EQUIPMENT
At the IFRS transition date (November 1, 2004), certain land
and buildings were remeasured at fair value in accordance with
the option available under IFRS 1.
Property, plant and equipment are measured using the
historical-cost method, and are therefore stated at historical
cost less accumulated depreciation and any accumulated
impairment losses. Cost corresponds to the asset’s purchase
or production costs plus the directly attributable costs of
In a partial disposal of securities which leads to the loss of
bringing the asset to the location and condition necessary for it
control, the proceeds from the disposal are treated as a
to be capable of operating in the manner intended. Production
disposal of all of the securities and an acquisition of the stake
costs include materials and direct labor, as well as borrowing
retained, measured at fair value.
costs during the construction or production of the asset.
2.6.3. INTANGIBLE ASSETS
Property, plant and equipment are depreciated on a straightline basis over their estimated useful lives. Villages are
Intangible assets consist mainly of leasehold rights and other
expected to be used throughout their useful life, and
commercial rights as well as information systems. Purchased
depreciation is therefore calculated without deducting any
intangible assets are recorded at cost less accumulated
residual value. Useful lives are reviewed at each year-end and
amortization and any accumulated impairment losses.
adjusted if necessary. The adjustments are treated as a
Intangible assets are analyzed to determine whether they have
change in accounting estimates and are made prospectively.
a finite or indefinite useful life. Based on this analysis,
The individual parts of each item of property, plant and
commercial leasehold rights in France have been classified as
equipment are recognized separately when their estimated
having an indefinite life. Consequently, these assets are not
useful life is different from that of the asset as a whole.
amortized but are tested for impairment annually and whenever
events or circumstances indicate that their recoverable amount
may be less than their book value, in accordance with the policy
described in Note 2.9.1.
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2012 Annual Report
2.9. IMPAIRMENT OF ASSETS
The main useful lives are as follows:
Groundworks, foundations and structures
50 years
2.9.1.
Framing and roofing
30 years
INDEFINITE USEFUL LIVES
External and internal walls
Utility installations (plumbing, electricity,
heating, etc.)
25 years
Fixed hotel equipment
15 years
Fixtures and fittings (joinery, wall and floor
coverings, windows, etc.)
10 years
20 years
3 to 10
years
Other
GOODWILL
AND
INTANGIBLE
ASSETS
WITH
In accordance with IAS 36 – “Impairment of Assets”, goodwill
and intangible assets with an indefinite life are tested for
impairment annually and whenever there is an indication that
their recoverable amount may be less than their book value.
For impairment testing purposes, goodwill is allocated to the
cash-generating unit (CGU) to which it relates. The CGUs used
by the Group are based on the groups of assets used to
organize its businesses and analyze their results. Accordingly,
Property, plant and equipment are tested for impairment
whenever there is an indication that their recoverable amount
may be less than their book value (see Note 2.9.2).
goodwill related to the Villages business is allocated and
analyzed by region (see Note 4).
Impairment tests are based on recoverable amounts estimated
Property, plant and equipment held under finance leases that
transfer substantially all the risks and rewards of ownership to
the lessee are recognized as assets.
by reference to market multiples or any other method of
measuring the market value of an activity (to determine
estimated fair value less costs to sell) or discounted future cash
flows (to determine estimated value in use). Value in use is
determined based on discounted future cash flows projected
over 15 years plus a terminal value. Future cash flows are
2.8. LEASES
estimated based on business plans for a maximum period of
Leases are classified as either finance leases or operating
three years and by applying an estimated growth rate for
leases, depending on the substance of the transaction.
subsequent
periods.
The
discounted
terminal
value
is
calculated using the growth in perpetuity model.
FINANCE LEASES
The discount rate used represents the weighted average cost
Finance leases that substantially transfer all the risks and
of capital (WACC). This is a post-tax rate applied to post-tax
rewards of ownership of the assets to the Group are initially
cash flow projections. The recoverable amounts obtained using
recognized in the statement of financial position at amounts
this method are the same as those that would be obtained by
equal to the fair value of the leased asset or, if lower, the
applying a pre-tax discount rate to pre-tax cash flow projections
discounted value of the minimum lease payments, each
as required by IAS 36.
determined at the inception of the lease. Lease payments are
apportioned between the finance charge and the reduction of
the outstanding liability. The finance charge is allocated to each
period during the lease term so as to produce a constant
A single discount rate is used, and the risks (e.g. country risk)
specific to the CGUs tested are taken into account in future
cash flows.
periodic rate of interest. Finance charges are recorded directly
Estimates of recoverable amounts are based on assumptions
in the income statement.
concerning Village occupancy rates, normalized investment in
Since fiscal 2011, land leases may also be classified as finance
leases, in accordance with the amendment to IAS 17.
Assets under finance leases are depreciated over their
estimated useful life. However, if there is no reasonable
capital, growth rates for the region or the business, perpetuity
growth rates, and discount rates.
Occupancy rates and normalized investment in capital are
estimated on the basis of historical data and operating targets.
certainty that the Group will obtain ownership by the end of the
Region growth rates used to estimate cash flows beyond the
lease term, they are fully depreciated over the shorter of the
final year of the business plan correspond to expected long-
lease term and their useful life.
term inflation rates.
A normalized gearing estimated from historical data is used to
OPERATING LEASES
determine the discount rate. The risk-free interest rate, the beta
Leases that do not transfer substantially all the risks and
and equity premium used in the calculation are determined
rewards of ownership to the lessee are classified as operating
using market data from historical databases.
leases.
Lease
payments
under
operating
leases
are
recognized as an expense on a straight-line basis over the
lease term.
When the values so determined are lower than the net book
value of the CGU’s assets, an impairment loss is recognized to
write these assets down to their recoverable value. This is
defined as the higher of the value in use and the net fair value.
Impairment losses are recorded in priority against any goodwill
allocated to the CGU.
2012 Annual Report
139
2.9.2.
PROPERTY,
PLANT
AND
EQUIPMENT
AND
attributable transaction costs. Their subsequent measurement
INTANGIBLE ASSETS WITH FINITE USEFUL LIVES
depends on their classification.
Impairment tests are performed on these assets when there is
Financial assets at fair value through profit or loss are classified
an indication that their recoverable amount may be less than
in current assets and measured at fair value, with changes in
their book value. This includes:
fair
- evidence that an asset’s physical condition has deteriorated
beyond the effects of normal wear and tear;
Derivative instruments are included in this category, except for
- plans to discontinue or restructure the business segment to
which the asset belongs;
- evidence that the asset’s economic performance is worse than
expected;
- changes in the economic or legal environment, leading to a
significant decline in the asset’s market value.
value
recognized
in
“Financial
the portion representing an effective hedge in a designated
hedging relationship.
Held-to-maturity investments and loans and receivables are
measured at amortized cost, determined by the effective
interest method, less any accumulated impairment losses.
Gains and losses are recognized in the income statement.
These are financial assets with fixed or determinable payments
and a fixed maturity. At each period-end, the recoverability of
Given the specifics of its business model, the Group has
loans is assessed and an impairment loss is recognized if their
determined that for this class of assets, impairment tests are
recoverable amount is less than their book value.
performed at Village level, with each Village constituting a
separate CGU. Groups of Villages are established based on
Other financial assets are classified as available-for-sale
similarities in customer preferences in terms of customer origin,
financial assets and measured at fair value. Gains and losses
destination, nature of services offered, and geographic
arising on remeasurement at fair value are recognized directly
proximity. Using this method, the Group has identified seven
in equity until the asset is sold. The fair value of listed securities
groups of villages. However, on occasion specific individual
corresponds to their market value. The fair value of unlisted
analyses are made, where appropriate, of Villages presenting
securities corresponds to their estimated value in use,
lasting and significant indicators of impairment.
determined using the most appropriate financial criteria for the
issuer’s specific situation. When there is objective evidence of
The recoverable amount of an asset corresponds to the higher
a prolonged or material decline in the fair value of an available-
of its market value less costs to sell and its value in use.
for-sale financial asset, the cumulative loss that had been
Market value is estimated on the basis of valuations by
recognized directly in equity is transferred from equity to the
independent appraisers, earnings multiples or any other
income statement. Investments in non-consolidated companies
method for valuing an asset. Value in use is determined by
are classified as available-for-sale financial assets.
estimating discounted future cash flows directly attributable to
the Villages which are expected to be derived from the asset
over an average of 15 years. Future cash flows are estimated
2.11 NON-CURRENT ASSETS HELD FOR SALE
based on forecasts for maximum periods of three years and by
In accordance with IFRS 5, non-current assets and groups of
applying an estimated growth rate for subsequent periods, plus
non-current assets (disposal groups) are classified as held for
a discounted terminal value calculated using the growth in
sale when their carrying amount will be recovered principally
perpetuity model.
through a sale transaction rather than through continuing use.
The discount rate and the key assumptions used to determine
This is considered to be the case when: (i) the asset (or
value in use are described in Note 2.9.1.
disposal group) is available for immediate sale in its present
condition; (ii) management has initiated a plan to sell the asset
If the net book value of a Village’s assets is greater than the
(or disposal group); and (iii) the sale is highly probable.
recoverable amount, an impairment loss is recorded for the
difference. Impairment losses may be reversed in subsequent
Non-current assets (and disposal groups) classified as held for
periods if the conditions that led to their recognition have
sale are measured at the lower of their book value prior to
changed.
reclassification and fair value less costs to sell. They are not
depreciated.
Non-current assets held for sale and the related liabilities are
2.10. AVAILABLE-FOR SALE FINANCIAL ASSETS
AND OTHER FINANCIAL ASSETS
presented on separate lines of the statement of financial
position.
Financial assets are classified in four categories in accordance
with IAS 39, as follows:
- financial assets at fair value through profit or loss;
2.12. INVENTORIES
- held-to-maturity investments;
Inventories are measured at the lower of cost, calculated by the
- loans and receivables;
weighted average cost method, and net realizable value. Net
- available-for-sale financial assets.
realizable value is the estimated selling price in the ordinary
course of business less the estimated costs of completion and
Financial assets are initially recognized at cost, corresponding
the estimated costs necessary to make the sale.
to the fair value of the consideration paid plus directly
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2012 Annual Report
The accounting principles applied to real estate development
inventories are explained in Note 2.22.
2.16. PENSIONS
BENEFITS
AND
OTHER
LONG-TERM
Group employees are covered by various plans providing for
2.13. TRADE AND OTHER RECEIVABLES
the payment of supplementary pensions, length-of-service
Trade receivables are recognized and measured based on the
practices in the Group’s host countries. A description of the
initial invoice amount. An impairment loss is recognized when
main plans is provided in Note 15.
awards and other long-term benefits in line with the laws and
there is objective evidence that the Group will not be able to
recover some or all of these debts. Bad debts are written off
POST-EMPLOYMENT BENEFITS
when it is certain they will not be recovered.
Defined-contribution plans
Contributions
to
government
plans
and
other
defined-
2.14. CASH AND CASH EQUIVALENTS
contribution plans are recognized as an expense for the period
Cash and cash equivalents are held to meet the Company’s
in which they are due. No provision is recorded as the Group’s
short-term cash needs. They include cash at bank and in hand,
obligation is limited to its contributions to the plan.
short-term deposits with an original maturity of less than three
Defined-benefit plans
months and money-market funds that are readily convertible
into cash. Cash equivalents are defined as short-term, highly
Obligations under defined-benefit plans are measured by the
liquid investments that are readily convertible into known
projected unit credit method. This method involves the use of
amounts of cash and which are subject to an insignificant risk
long-term actuarial assumptions concerning demographic
of changes in value.
variables (such as employee turnover and mortality) and
financial variables (such as future increases in salaries and
discount rates). These variables are reviewed each year.
2.15. PROVISIONS
Actuarial gains and losses – corresponding to the effect of
Provisions are recognized when the Group has a present
obligation – are recognized as explained below. These gains
obligation to a third party (legal or constructive) as a result of a
and losses represent assets or liabilities to be amortized.
changes in actuarial assumptions on the amount of the
past event, it is probable that an outflow of resources
embodying economic benefits will be required to settle the
The interest cost, corresponding to the increase in the
obligation and a reliable estimate can be made of the amount
obligation due to the passage of time, is recognized in
of the obligation.
“Financial income/(expense)”.
Where some or all of the expenditure required to settle a
Treatment of actuarial gains and losses
provision is expected to be reimbursed by another party, for
Actuarial gains and losses arising on post-employment benefits
example under an insurance policy, the reimbursement is
are recognized in the income statement by the corridor method,
recognized as a separate asset when, and only when, it is
applied separately to each individual plan. Under this method,
virtually certain that reimbursement will be received. The
actuarial gains and losses are recognized in the income
provision expense is recorded in the income statement, net of
statement when cumulative unrecognized gains and losses
any expected reimbursement. Where the effect of the time
exceed the greater of 10% of the present value of the defined-
value of money is material, provisions are discounted using a
benefit obligation and 10% of the fair value of plan assets. The
pre-tax discount rate that reflects any specific risks associated
portion of actuarial gains and losses that exceeds the 10%
with the obligation. The increase in discounted provisions due
corridor is amortized over the average remaining service lives of
to
plan participants.
the
passage
of
time
is
recognized
in
“Financial
In accordance with the option provided under IFRS 1,
unamortized actuarial gains and losses as at November 1, 2004
have been recognized in equity.
Past service cost
Past service cost is the increase in the present value of the
defined-benefit obligation resulting from changes to postemployment benefits or other long-term benefits. This cost is
recognized as an expense over the average period until the
benefits become vested. If the benefits are already vested, past
service cost is recognized immediately.
2012 Annual Report
141
Curtailments and settlements
Gains or losses on the curtailment or settlement of defined-
2.18. BORROWINGS AND OTHER FINANCIAL
LIABILITIES
benefit plans are recognized when the curtailment or settlement
Borrowings and other financial liabilities are initially recognized
occurs. The gain or loss on a curtailment or settlement
at fair value, adjusted for directly attributable transaction costs.
comprises any resulting change in the present value of the
They are subsequently measured at amortized cost, using the
defined-benefit obligation and any related actuarial gains and
effective interest method.
losses and past service cost that had not previously been
recognized.
2.18.1. COMPOUND FINANCIAL INSTRUMENTS
Club Méditerranée’s debt includes bonds classified as
2.17. CURRENT AND DEFERRED TAX
OCEANE bonds (convertible into new or existing shares) and
The tax charge for the fiscal year includes current tax and
deferred tax.
financial instruments contain both a debt component and an
In accordance with IAS 12 – “Income Taxes”, deferred taxes are
ORANE bonds (redeemable for new or existing shares). These
equity component (conversion into shares - optional in the case
of OCEANE bonds).
recognized for temporary differences between the carrying
The debt component is measured at the present value of the
amount of assets and liabilities and their tax bases, as well as
future contractual cash flows (including accrued interest,
on tax loss carry forwards, by the liability method using the
redemption premiums and the settlement of the obligation at
latest tax rates enacted or substantively enacted. The effects of
maturity), discounted at the market interest rate on the issue
rate changes are recorded in the income statement.
date for debt instruments with the same characteristics in terms
Deferred tax assets are recognized for all deductible temporary
differences, tax loss carry forwards and unused tax credits to
the extent that it is probable that taxable income will be
available or where there is a payable tax liability against which
of maturity and cash flows but without a conversion option. The
value of the equity component represents the difference
between the nominal amount of the issue and the fair value of
the debt component.
such items can be utilized. The carrying amount of deferred tax
Issue costs are allocated to each component in proportion to
assets is reviewed at each period end.
their respective book values.
Tax assets and tax liabilities are offset when the Group has a
The difference between financial expense determined by the
legally enforceable right to set off the recognized amounts, they
effective interest method and the amount actually paid is added
relate to income taxes levied by the same taxation authority
to the carrying amount of the debt component, so as to
and the Group intends to settle on a net basis.
increase the carrying amount over the life of the debt to the
Income tax expense is recognized in the income statement,
except when it relates to items recognized directly in equity, in
which case it is also recognized in equity.
amount payable at maturity to settle the obligation if the bonds
are not converted (for OCEANE bonds) or to the amount of
interest payable (for ORANE bonds).
For ORANE bonds presented for redemption before payment of
The Finance Act of 2010 reformed the French business tax
the coupon, this amount is recognized in accrued interest until
(taxe professionelle), replacing it with the “Territorial Economic
the date of redemption in exchange for shares.
Contribution” (Contribution Economique Territoriale, or “CET”)
which has two components: the business property tax
(contribution foncière des entreprises, or “CFE”) and the levy
on business added value (cotisation sur la valeur ajoutée des
entreprises, or “CVAE”). Upon analysis and in order to apply a
consistent policy within the Group, Club Méditerranée decided
2.18.2. OTHER FINANCIAL LIABILITIES
Other financial liabilities are measured at amortized cost using
the effective interest method, including issue costs and issue
and redemption premiums.
to recognize the CVAE as a corporate income tax and to
recognize a deferred tax liability on the taxable bases in place
at the time of the first application.
2.19. DERIVATIVE FINANCIAL INSTRUMENTS AND
HEDGING INSTRUMENTS
2.19.1.
MEASUREMENT
OF
DERIVATIVE
FINANCIAL
INSTRUMENTS
Derivative financial instruments are initially recognized at their
fair value on the date when the Group becomes a party to the
contractual provisions of the contract. They are subsequently
measured at fair value. Derivative instruments with a positive
fair value are recognized as an asset and derivative instruments
with a negative fair value are recognized as a liability.
142
2012 Annual Report
2.19.2. HEDGE ACCOUNTING
The Group uses financial instruments to optimize its borrowing
costs and to hedge budgeted future net cash flows in foreign
currencies. Derivative instruments are used by the Group as
part of its cash flow and fair value hedging strategy to hedge the
Group’s exposure to fluctuations in exchange rates. No interest
rate hedges have been set up.
Cash flow hedges are hedges of the exposure to variability in
cash flows that is attributable to a particular risk associated with
a recognized asset or liability, or a highly probable forecast
transaction, or a firm commitment.
2.22. REAL ESTATE DEVELOPMENT
For the real estate development business, costs attributable to
each
construction
project
are
recorded
in
real
estate
development inventories in accordance with IAS 11 and IFRIC
15.
Revenues and costs relating to “off-plan” construction contracts
are recognized using the percentage of completion method for
each construction project sold. Percentage of completion is
determined on the basis of the physical progress of each
construction project.
The effective portion of changes in the fair value of cash flow
hedges eligible for hedge accounting is recognized directly in
equity and reclassified in “Financial income/(expense)” for the
The net profit for this business is recorded in Management of
Assets Operating Income.
period when the firm commitment or future transaction affects
Should the forecast at the end of a construction contract
profit or loss. The ineffective portion is recognized in “Financial
anticipate a loss, a provision for losses on completion is
recognized immediately, regardless of the project’s stage of
If the forecast transaction does not occur, the cumulative gain
completion.
or loss recognized directly in equity is reclassified in “Financial
income/(expense)”. If the hedging instrument no longer meets
2.23. SHARE-BASED PAYMENTS
the criteria for hedge accounting and the forecast transaction is
In accordance with IFRS 2, the benefit granted to employees in
still expected to occur, the cumulative gain or loss recognized
the form of stock options and stock purchase plans is
directly in equity remains recognized in equity until the forecast
recognized as an expense over the vesting period (i.e. up to the
transaction occurs. In both cases, the derivative instrument is
start date of the exercise period). The cost of these plans—
classified as a financial instrument at fair value through profit or
corresponding to the fair value of the employee services
loss and subsequent changes in fair value are recognized in
rendered, determined using the Black & Scholes option pricing
model—is recognized in employee benefits expense with a
The Group’s financial risk management policy is presented in
corresponding increase in consolidated equity. This cost is
Note 19.
adjusted based on the actual number of options that will be
exercisable at the start of the exercise period. In accordance
with the transitional provisions of IFRS 2, only options granted
2.20. GOVERNMENT GRANTS
after November 7, 2002 that had not yet vested at November 1,
Government grants are recognized when there is reasonable
2005 were measured and recognized at the IFRS transition
assurance that the conditions attached to them will be met and
date.
that the grants will be received. Grants that are intended to
compensate costs are recognized as income over the periods
2.24 TREASURY SHARES
necessary to match them with the related costs that they are
All Club Méditerranée shares held by the Group, for whatever
intended to compensate, on a systematic basis. Government
grants related to assets are initially recognized as deferred
income (other non-current liabilities) at fair value and
subsequently recognized under “Other income” over the useful
lives of the assets concerned.
purpose, are recorded as a deduction from consolidated equity
at cost. No gain or loss is recognized in the income statement
on the purchase, sale, issue or cancellation of equity
instruments issued by the Group.
2.25. EARNINGS PER SHARE
2.21. COST OF ADVERTISING AND PROMOTION
Basic earnings per share correspond to net income attributable
Advertising and promotion costs are recognized:
to the Group divided by the weighted average number of
shares outstanding during the period, net of treasury shares. In
- for brochures, upon delivery for use by the Group;
accordance with IAS 33, it also takes into account instruments
- for commercials, upon delivery;
redeemable in shares, such as ORANE bonds.
- for purchases of advertising space, upon first display.
Diluted earnings per share take into account dilutive potential
Customer
loyalty
programs
have
been
recognized
in
ordinary shares, corresponding in the Group’s case to stock
accordance with IFRIC 13 since fiscal 2009. The fair value of
options and convertible bonds.
the additional benefit gained through the customer loyalty
The average number of dilutive potential shares corresponding
program is recorded in deferred revenue. The fair value thus
to stock options is determined by the treasury stock method.
determined takes into account the probability of use of the
The calculation includes only options that are in the money (i.e.
benefit on the basis of historical data. The revenue is
options whose strike price is lower than the average Club
recognized when the program benefit is used.
Méditerranée share price for the period). The strike price is
2012 Annual Report
143
increased by the fair value of the services remaining to be
received, determined in accordance with IFRS 2.
NOTE 4. SEGMENT INFORMATION
For convertible bonds, income attributable to the Group is
adjusted for the interest paid on the bonds, net of tax. This
In accordance with IFRS 8 – “Operating Segments”, the
adjusted income is then divided by the average number of
information presented below for each operating segment
shares that would be issued assuming conversion of all the
includes the main indicators monitored by the chief operating
outstanding bonds. Potential ordinary shares corresponding to
decision-maker (the Chairman and Chief Executive Officer) to
bond conversions are included in the calculation only if they
make decisions about resources to be allocated to the
are dilutive.
segment and to assess its performance.
The Group is organized into three geographical regions:
- the Europe-Africa region, comprising the countries of Europe,
NOTE 3. CHANGES IN SCOPE OF
the Middle East, and Africa;
CONSOLIDATION
Changes in the scope of consolidation for the period are
presented below.
Number of
consolidated
companies
Scope of
consolidation
at 10.31.11
Newly consolidated
companies
Liquidations and
mergers
(including the West Indies) and South America operating
segments;
Full
consolidatio
n
Equity
Total
- the Asia region, comprising the countries of Eastern and
Southern Asia and the Pacific (ESAP) and Greater China
method
(China, Taiwan, Hong Kong).
89
3
92
1
1
(3)
(3)
Scope of
consolidation
at 10.31.12
- the Americas region, aggregating the North America
Each operating segment sells vacations and related services
as well as operating Villages. Each operating segment is
composed of countries that may be where the vacations are
sold (sales), or where the Villages are operated (operations), or
a combination of the two.
Club Méditerranée is characterized by the creation of
86
4
90
intersegment flows, particularly from Europe to Asia and the
Americas. Nevertheless, a majority of customers choose
3.1. FULLY CONSOLIDATED COMPANIES
destinations in their home region.
Club Med Middle East merged with Club Méditerranée Holland
The Group also has a real estate development business which
BV on June 7, 2012.
builds and sells villas and luxury chalet-apartments.
Club Med World Holding SA merged with Club Méditerranée
The Group analyzes its sales performance by outbound zone
SA on August 20, 2012.
corresponding to the location of its customers. Revenues are
Holiday Village Australia Pty Ltd, which owned Lindeman
thus monitored in internal reporting as outbound data.
Island Village, was liquidated on October 25, 2012 (see Note
The Group analyzes the operations performance of its Villages
13.1.4).
by inbound zone corresponding to the location of its assets.
Village Operating Income, Village EBITDAR and Village
3.2 COMPANIES CONSOLIDATED
THE EQUITY METHOD
USING
New Cefalu Srl, which was founded in October 2012 and is
45% owned by Club Méditerranée SA, was consolidated using
the equity method.
In October 2012, the Group sold 6.92% of its holdings in the
company SPFT - Carthago, which was consolidated using the
equity method. The company, in which a 30.51% stake is now
EBITDA are the main indicators for monitoring operations
performance.
The items reported under Management of Assets Operating
Income and Other Operating Income and Expense are
analyzed by type at Group level.
Financing and cash performance (including analysis of financial
income and expenses) and taxes on income are monitored at
Group level without being reallocated to operating segments.
held, remains consolidated using the equity method (see Note
9.1).
144
2012 Annual Report
(in € millions)
31.10.12
Village Revenue
(location of
customers)
Village EBITDAR
Village EBITDA
Village Operating
Income
Management of
Assets Operating
Income
Other Operating
Income and
Expense
EAF
ASIA
Americas
Total
1,045
195
207
1,447
183
62
36
281
54
44
28
126
19
35
8
62
(26)
(14)
Operating
Income/(Loss)
22
Other segment information available by region:
(in € millions)
31.10.12
EAF
ASIA
28
9
13
50
Amortization, depreciation
(1)
and impairment of assets
(40)
(9)
(20)
(69)
Non-cash items other than
amortization, depreciation
(2)
and impairment
2
1
3
6
EAF
ASIA
27
8
15
50
Amortization, depreciation
(1)
and impairment of assets
(38)
(19)
(19)
(76)
Non-cash items other than
amortization, depreciation
(2)
and impairment
1
(1)
3
3
Acquisition of non-current
assets
31.10.11
Village Revenue
(location of
customers)
Village EBITDAR
Village EBITDA
Village Operating
Income
Management of
Assets Operating
Income
Other Operating
Income and
Expense
EAF
ASIA
Americas
Total
1,017
199
193
1,409
183
54
33
270
61
39
26
126
27
29
5
61
(24)
(11)
Operating
Income/(Loss)
Total
(in € millions)
31.10.11
(in € millions)
Americas
Acquisition of non-current
assets
Americas
Total
(1)
Including depreciation, amortization and impairment in
Management of Assets Operating Income of €(4) million in 2012
and €(10) million in 2011
(2)
Current and non-current provisions, stock options and
government grants
26
Revenue in France increased to €652 million in fiscal 2012
compared to €637 million in fiscal 2011.
NOTE 5. CONSTRUCTION CONTRACTS
Real estate development revenue recognized using the
In fiscal 2012, revenue from the real estate development
percentage of completion method totaled €12 million in 2012
business, recognized using the percentage completion method,
compared to €14 million in 2011 (see Note 5).
totaled €12 million, versus €14 million in 2011. This business,
Property, plant and equipment and intangible assets are broken
which is recorded under Management of Assets Operating
down by geographical region in internal reporting:
Income, broke even in fiscal 2012 (net profit of €1 million in
2011).
For both 2012 and 2011, revenue from real estate development
(in € millions)
31.10.12
EAF
ASIA
Americas
Total
includes the sale of the villas at Albion and luxury chaletapartments at Valmorel.
Goodwill and
intangible assets
Property, plant and
equipment
62
12
6
80
Costs incurred and attributable to construction contracts are
recorded in real estate development inventories. For sold
contracts, costs are recognized in proportion to the stage of
330
98
375
803
completion of the construction. With the initiation in the fiscal
year of the new phases of construction of the chaletapartments at Valmorel and the villas at Albion, real estate
(in € millions)
31.10.11
Goodwill and
intangible assets
Property, plant and
equipment
2012 Annual Report
development inventories totaled €22 million at October 31,
EAF
ASIA
Americas
Total
62
11
6
79
331
94
376
801
2012, compared with €17 million a year earlier.
145
NOTE 6. GOODWILL, BUSINESS COMBINATIONS AND IMPAIRMENT TESTS
6.1. GOODWILL AND BUSINESS COMBINATIONS
(in € millions)
An earn-out payment made on a subsidiary in the Asia region
31.10.11
31.10.12
Net
Net
Villages – Europe-Africa
23
23
Europe-Africa
23
23
Villages - South America
3
3
Villages – Asia
4
5
30
31
TOTAL
was recorded as goodwill in the first half of 2012.
On the acquisition of shares of Albion Development Limited
(ADL) in July 2008, the earn-out payment was measured
according to the memorandum of understanding. The terms
and conditions for this earn-out payment expired in June 2011.
Since the acquisition date is prior to the application of revised
IFRS 3, goodwill has been adjusted against the debt for a
residual amount of €1 million for fiscal 2011.
Changes in goodwill were as follows:
(in € millions)
Net
At 10.31.10
32
Adjustment of ADL goodwill
(1)
Translation adjustments and other
(1)
At 10.31.11
30
Adjustment of earn-out payment
1
At 10.31.12
31
6.2. IMPAIRMENT TESTS OF GOODWILL AND INTANGIBLE ASSETS WITH INDEFINITE USEFUL LIVES
Goodwill is allocated to the cash-generating units (CGUs)
The recoverable amount of the main CGUs to which material
represented by the geographical regions. Goodwill recorded on
goodwill has been allocated is calculated based on their value
the acquisition of ADL had been partially allocated to the real
in use. Value in use is determined by the discounted cash flow
estate development CGU and partially to operations. After the
method. Future cash flows are estimated based on business
adjustment recorded in 2011 (see Note 6.1), only the goodwill
plans for a maximum period of three years and by applying a
allocated to operations remains. In order to carry out the
growth rate of 2.5% for the subsequent 12 fiscal years. The
impairment tests, this goodwill is allocated to the Europe-Africa
terminal value is calculated using the growth in perpetuity
Villages CGU.
model.
Impairment tests are systematically conducted once a year.
The assumptions used for impairment tests on the CGUs to
The principles underlying these tests are described in Note
which goodwill and non-amortizable intangible assets have
2.9.1.
been allocated are as follows:
(in € millions and as %)
2011
2012
(1)
Discount rate
Perpetuity
growth rate
Villages – Europe-Africa
33
8.1%
Villages - South America
3
8.1%
4
40
8.1%
Net
(1)
Discount rate
Perpetuity
growth rate
2.2%
33
8.1%
2.2%
2.2%
3
8.1%
2.2%
2.2%
5
41
8.1%
2.2%
Net
CGU
Villages – Asia
Total assets to measure
(1) Net value of goodwill and intangible assets with indefinite useful lives allocated to the CGU.
146
2012 Annual Report
No impairment loss was recorded on the basis of assumptions
The values in use resulting from these sensitivity analyses
made and the scenarios tested during the impairment tests
remain above the value of assets tested.
conducted in 2012 and 2011 on the CGUs to which goodwill
For the most sensitive segment, varying the assumptions
has been allocated. Perpetuity growth rates are those used to
shows that to cover the assets and for each factor taken
calculate the terminal value.
separately:
The discount rate determined in accordance with the principles
described in Note 2.9.1. was maintained at the 2011 level. The
increase in the risk premium was significantly offset by the
lower risk-free rate and beta.

the discount rate should not exceed 12.8%;

the perpetuity growth rate could be less than zero;

The Group performed sensitivity analyses of values in use for
the growth of future cash flows projected over three years
may be 18 points lower than forecast.
various future cash flow scenarios projected for three years. It
also tested the sensitivity of these values to changes in
assumptions for the discount rate (+1 percentage point) and
the perpetuity growth rate (-1 percentage point).
NOTE 7. INTANGIBLE ASSETS
(in € millions)
Other
Brands and
licenses
Software
Leasehold
rights
3
128
18
5
(3)
(96)
(3)
(3)
0
32
15
2
property,
Assets under
development
Total
assets
Cost at 10.31.10
Accumulated amortization
Net at 10.31.10
Acquisitions
1
Amortization
(6)
Net at 10.31.11
(1)
3
(2)
1
(5)
(3)
13
5
4
157
(3)
(102)
0
30
Amortization
(6)
Reclassifications and other
Net at 10.31.12
5
(6)
132
2
54
3
Acquisitions
Cost at 10.31.12
5
(1)
Reclassifications and other
159
(105)
4
Impairment
Cost at 10.31.11
5
(3)
13
138
(3)
(108)
0
30
4
5
49
7
(6)
4
3
2
(108)
13
(1)
(4)
(1)
4
5
163
(3)
13
1
(114)
5
49
Intangible assets with indefinite useful lives amounted to €10
A review conducted in 2011 led to the adjustment of the
million in fiscal 2012, unchanged from 2011. Based on the
estimated useful life of some sales information software. The
results of the annual impairment tests, no impairment losses
impact of this change was a reduction in the annual cost of
have been recognized in relation to these assets (see Note 6.2)
€0.5 million.
FISCAL 2012
Loans granted on the establishment of a management contract
The main capital expenditures in fiscal 2011 and 2012
concerned the sales systems.
had been treated as a right of exploitation amortizable over its
lifetime. For the past two years, regular repayments have been
made on these loans and, given the change in their prospects
FISCAL 2011
for repayment, they were reclassified in fiscal 2011 as loans for
As at January 1, 2011, the intangible assets of a Village,
a net amount of €4 million.
classified as assets held for sale, had been written off in their
entirety.
2012 Annual Report
147
NOTE 8. PROPERTY, PLANT AND EQUIPMENT
8.1. ANALYSIS OF CHANGES
Other
Buildings and
fixtures
Land
Cost at 10.31.10
207
Acquisitions
961
183
121
(117)
(81)
207
520
66
40
14
1
10
5
3
20
Disposals
14
(39)
Impairment
(14)
(8)
(61)
(1)
(3)
(11)
(2)
(14)
(2)
1
15
2
4
(21)
13
207
Accumulated depreciation
207
Acquisitions
915
182
118
(125)
(80)
1,435
486
57
38
13
801
17
5
4
26
52
(634)
4
Disposals
(2)
Depreciation
(39)
Impairment
(14)
4
(1)
(3)
(7)
(60)
(3)
2
Reclassifications
209
Net at 10.31.12
(6)
(429)
Finance lease
Cost at 10.31.12
39
(3)
(5)
847
(1)
Reclassifications
Net at 10.31.11
1,486
(639)
Cost at 10.31.11
Total
(1)
Depreciation
Change in assets held for sale
Assets under
construction
property,
plant and
equipment
(441)
Net at 10.31.10
Equipment
209
(3)
8
2
13
3
12
2
(18)
21
944
187
118
(464)
(130)
(82)
480
57
36
1,479
(676)
21
803
FISCAL 2012
FISCAL 2011
Major capital expenditures for the year concerned the Club Med
Major capital expenditures for the year concerned the Villages
2 cruise ship (€7 million) and the Villages of Sandpiper (€5
of Sandpiper (€13 million), Phuket (€3 million) and Yasmina (€2
million), Yasmina (€4 million), Rio das Pedras (€3 million) and
million), and the Club Med 2 cruise ship (€2 million).
Cherating (€3 million).
Translation adjustments resulting in a decrease in asset
The item Impairment includes impairment losses of €3 million
carrying amounts were due mainly to the fall of the Mexican
related to the closure of Villages.
peso and the Dominican peso against the euro.
Translation adjustments resulting in an increase in asset
Tangible Village assets held for sale (IFRS 5) were classified as
carrying amounts were due mainly to the appreciation of the US
such at the lower of either their net book value or their
dollar, the Mexican peso, the Dominican peso, the Thai baht,
estimated realizable value, net of selling costs. An impairment
and the Malaysian ringgit against the euro, partially offset by the
charge of €4 million was booked upon this reclassification.
fall of the Brazilian real.
Impairment also includes a reversal of €1 million following tests
carried out on the Villages.
148
2012 Annual Report
8.2. ADDITIONAL INFORMATION
8.2.1. BREAKDOWN OF ASSETS BY GEOGRAPHICAL REGION
(in € millions)
Cost
31.10.11
31.10.12
Depreciation
Depreciation
and provisions
Net
Cost
Net
and provisions
Europe - Africa
687
(356)
331
699
(369)
330
Americas
586
(210)
376
603
(228)
375
Asia
Total
162
(68)
94
177
(79)
98
1,435
(634)
801
1,479
(676)
803
Property, plant and equipment break down as follows by geographical region:
8.2.2. IMPAIRMENT TESTS
8.2.3. OTHER INFORMATION
Impairment tests were performed on all groups of Villages as
Net assets and residual debt held under finance leases totaled
well as on Villages that, in isolation, showed indications of
€4 million and €2 million, respectively, at October 31, 2012.
significant or lasting impairment. The recoverable amount was
determined based on value in use for all groups of Villages or
Villages tested in isolation.
At October 31, 2012, property, plant and equipment worth €154
million had been given as collateral for debts, versus €200
million at October 31, 2011. The corresponding debts
Value in use was determined using the method described in
amounted to €55 million at October 31, 2012 and €101 million
Note 2.9.2. The assumptions made in 2012 and 2011 to
at October 31, 2011. In May 2012, the Group repaid a €50
determine the value in use of the Villages or groups of Villages
million loan secured by Cancun assets. These debts may
include a discount rate of 8.1%, a growth rate of 2.5% for the
fluctuate depending on drawdowns of the line of credit, and the
years following the period for projected future cash flows, and a
three Villages pledged (see Note 18.3.4) may, subject to prior
2.2% growth rate applied to the terminal value.
approval of the banks, be replaced with other assets of at least
The Group performed sensitivity analyses of values in use on
equivalent market value.
assets showing indications of impairment for various projected
In 2012 and 2011, borrowing costs related to the financing of
future cash flow scenarios. It also tested the sensitivity of these
capital expenditures during the construction period and
values to changes in assumptions for the discount rate (+1
recorded in cost of capital were insignificant.
percentage
point)
and
the
perpetuity
growth
rate
(-1
percentage point).
No impairment losses were booked on the Villages as a result
of impairment tests and sensitivity analyses performed in 2012
and 2011. The sharp improvement of the results of one Village
in the Americas led to the reversal of an impairment charge of
€1 million in 2011.
2012 Annual Report
149
NOTE 9. NON-CURRENT FINANCIAL ASSETS
(in € millions)
Investments in associates
Available-for-sale financial assets
Other non-current financial assets
Total
31.10.11
23
7
62
31.10.12
21
5
64
92
90
9.1. SHARE OF INCOME OF ASSOCIATES
(in € millions)
Net
31.10.11 income/(loss)
SPFT - Carthago
13
Dividends paid and
other
Changes in scope of
consolidation and
other
31.10.12
(1)
(3)
11
2
Club Med Albion Resorts
3
3
Valmorel Bois de la Croix
7
7
Total
23
2
(1)
(3)
21
9.2. AVAILABLE-FOR-SALE FINANCIAL ASSETS
In October 2012, the Group sold a 6.92% interest in SPFT –
(in € millions)
Carthago for €5 million (see Notes 3.2 and 22). The Group
retains a 30.51% stake in the company after this sale and
31.10.11
32.24% after taking into account treasury stock, as a
At November 1
subsidiary of SPFT - Carthago acquired a partial shareholding.
The amount of the internal deferred gain is €1 million. The
Disposals
7
(1)
(1)
1
Operating Income (see Note 22).
Acquisitions
Revaluation of available-for-sale
financial assets
In 2010, the Group acquired a 38.15% stake in the company
At October 31
7
result of this sale was recorded in Management of Assets
Valmorel Bois de la Croix. The shares of all shareholders
31.10.12
7
(1)
5
Changes in fiscal 2012 relate to disposals of shareholdings
were pledged to the pool of banks in connection with the
held by Club Méditerranée SA.
funding of this company.
These disposals included the Group selling the remainder of
its 2.5% interest in the share capital of Société Immobilière de
COMBINED INFORMATION FOR ALL ASSOCIATES
la Mer (see Notes 22 and 24). The revaluation reserve for
available-for-sale
(in € millions)
31.10.11
31.10.12
(1)
96
149
Total current assets
10
18
63
64
Non-current liabilities
28
91
Current liabilities
15
12
(1)
Including the restatement in 2012 of the leasing contract in
the accounts of SAS Valmorel Bois de la Croix in non-current
financial
assets
was
reclassified
million.
The
result
of
this
transfer
was
recorded
in
Management of Assets Operating Income (see Note 22).
In 2011, shares of IFH with a value of €1 million were
classified as available-for-sale financial assets. In addition, in
March 2011 shares of Torre d’Otranto were sold as part of the
transaction for the sale of Italian equity interests to the Italia
Turismo group.
Available-for-sale financial assets consist exclusively of
shares in unlisted companies. Shares in unlisted companies
carried at cost amount to €5 million.
assets and liabilities.
150
in
Management of Assets Operating Income in the amount of €1
2012 Annual Report
9.3. OTHER NON-CURRENT FINANCIAL ASSETS
(in € millions)
31.10.11
31.10.12
Loans
25
28
Deposits
26
25
Loans to building organizations
7
7
Other
4
4
Total
62
64
Loans comprise:
- the vendor loan made to Financière CMG on the sale of Club
- the reclassification of loans granted to partners as part of a
Med Gym in 2008 for €13 million, along with related
management contract for €8 million. The analysis of the
compound interest of €4 million;
prospects for repayment of these loans led to the recognition
- the convertible bond subscribed from IFH for €3 million. The
Group subscribed to the convertible bonds issued by IFH in
March 2011 as part of the transfer of shares and bonds from
of a €2 million impairment provision under “Financial
income/(expense)” in 2012.
Deposits consist mainly of deposits under Village leases.
Financière CMG to the IFH Group.
The vendor loan and the convertible bond mature in
November 2016 and December 2016, respectively;
NOTE 10. ASSETS HELD FOR SALE
(in € millions)
Buildings and
fixtures
Land
Equipment
Other
property,
plant and
equipment
Assets under
construction
Total
Cost at 10.31.10
20
47
5
4
76
(2)
(42)
(4)
(1)
(49)
Net at 10.31.10
18
5
1
3
27
1
1
Acquisitions
Impairment
Classification as assets held for sale
(5)
1
(5)
11
2
1
(1)
14
Cost at 10.31.11
21
100
6
11
138
(2)
(88)
(5)
(6)
(101)
Net at 10.31.11
19
12
1
5
37
(16)
(6)
(1)
(2)
(25)
3
16
3
3
25
(10)
(3)
Divested Villages (1)
Cost at 10.31.12
Net at 10.31.12
3
6
(13)
3
12
(1) Divestiture of net book value including impairment reversals of €21 million on Bora Bora and Lindeman Island
The assets and liabilities attributable to certain Villages have
These held-for-sale assets do not correspond to discontinued
been classified as disposal groups held for sale and reported
operations as defined in IFRS 5.
on a separate line of the statement of financial position, as
their sale within 12 months of the date of said classification is
considered highly probable. Market constraints could result in
Three villages classified in this category were divested in fiscal
2012:
this period being exceeded and in the asset being retained as
- the Méribel Aspen Park Village was sold on November 21,
held for sale when the Group remains committed to a disposal
2011;
plan.
2012 Annual Report
151
- the Bora Bora and Lindeman Island Villages were sold in the
The impacts of these sales are described in Notes 22 and
second half of 2012.
27.3.
NOTE 11. OTHER RECEIVABLES
(in € millions)
10.31.11
Cost
Net
10.31.12
Cost
Net
Tax receivables
32
32
38
38
Accrued income
5
5
4
4
10
10
9
9
2
2
1
1
9
9
7
7
46
46
58
58
104
104
117
117
Prepayments to suppliers
Current account advances to associates
(1)
Miscellaneous receivables
Prepaid expenses
Total
(1) Associates: Companies consolidated using the equity method
In 2012, receivables aged beyond one year, mainly VAT
credits, totaled €18 million, compared with €10 million in 2011.
All other receivables are due within one year.
The Group’s loans and advances to SAS Valmorel Bois de la
Croix totaled €1 million at October 31, 2012.
Prepaid expenses correspond mainly to services included in
In 2010, the Group and the project partners signed a
shareholders’ loan agreement with SAS Valmorel Bois de la
vacation packages that are paid for prior to travel (such as
transportation and fee-based services), and prepaid rentals.
Croix.
NOTE 12. CASH AND CASH EQUIVALENTS
(in € millions)
10.31.11
10.31.12
Cash equivalents
5
11
Derivative instruments
1
2
50
52
Total
56
65
Cash equivalents include time deposits of less than three months and money market funds.
NOTE 13. SHARE CAPITAL AND RESERVES
At October 31, 2011, there were 30,250,076 fully paid-up
13.1. CHANGES IN CONSOLIDATED EQUITY
13.1.2. TREASURY SHARES
13.1.1.
SHARE
CAPITAL
AND
ADDITIONAL
PAID-IN
shares issued and outstanding.
During the fiscal year, 535 ORANE bonds were redeemed for
CAPITAL
existing shares.
During fiscal 2012, 1,564,492 ORANE bonds were redeemed
At October 31, 2012, 166,770 shares are allocated to Plan H.
for new shares and 7,991 stock subscription options were
In fiscal 2011 and 2012, no stock purchase options granted as
exercised.
part of this plan were exercised.
On June 8, 2012, the 1,447,526 ORANE bonds that had not
Under a liquidity contract and share repurchase programs
yet been redeemed were converted to shares after the coupon
approved by the Annual Shareholders’ Meetings of March 12,
was paid.
2012 and March 3, 2011, in fiscal 2012 the Company
Following these transactions, the share capital of Club
Méditerranée SA as at October 31, 2012 was €127 million,
purchased a total of 688,983 shares at an average price of
€14.10 and sold 679,929 shares at an average price of €14.07.
comprising 31,822,559 shares with a par value of 4 euros, and
In fiscal 2011, the Company purchased 911,571 shares at an
the additional paid-in capital was €611 million.
average price of €15.31 and sold 921,465 shares at an
average price of €15.46.
152
2012 Annual Report
After changes under the liquidity contract and the redemption
of ORANE bonds, a total of 230,733 shares were held in
treasury at October 31, 2012, versus 222,214 at October 31,
2011.
13.1.4. OTHER COMPREHENSIVE INCOME
TRANSLATION RESERVE
At October 31, 2012, the translation reserve breaks down as
13.1.3.
COMPOUND
INSTRUMENTS
-
EQUITY
COMPONENT
follows:
(in € millions)
ORANE
The 5,962,432 ORANE bonds subscribed in June 2009 were
redeemable on June 8, 2012 and at any time at the holder’s
option by exchanging one new or existing share for one
Translation
reserve
attributable
to the
Group
Translation
reserve
attributable to
noncontrolling
interests
Total
translation
reserve
(31)
7
(24)
ORANE bond. These bonds paid an annual coupon of 5%.
At 10.31.10
ORANE bonds are compound instruments comprising a debt
component, which represents the discounted value of the
Translation
adjustments
(9)
1
(8)
coupon payments for three years, and an equity component for
At 10.31.11
(40)
8
(32)
the balance. Costs related to the issue were allocated to each
14
(2)
12
redeemed for 1,564,492 new shares and 535 existing shares.
Translation
adjustments
Amounts
reclassified in
profit or loss
Their share of the equity component recorded in “Other
At 10.31.12
component in proportion to their respective book values.
In fiscal 2012, 1,565,027 residual ORANE bonds were
reserves” was reclassified to share capital and additional paidin capital for €13 million.
(4)
(4)
(30)
6
(24)
In 2012, the increase in reserves resulting from translation
adjustments is attributable mainly to the appreciation of the US
dollar, the Mexican peso and the Dominican peso against the
OCEANE 2015
In October 2010, Club Méditerranée issued a convertible bond
(OCEANE) redeemable on November 1, 2015 and convertible
at any time into one new or existing share per convertible bond.
These bonds pay an annual coupon of 6.11%. OCEANE bonds
are compound instruments comprising a debt component,
euro, partially offset by the fall of the Brazilian real. In 2011, the
decrease in reserves was primarily attributable to the fall of the
Mexican peso and the Maldivian rufiyaa against the euro.
The amount of the translation reserves reclassified in the
income statement is mainly due to the liquidation of the
company that held Lindeman Island.
which represents the discounted value of cash flows (coupon
payments for five years plus redemption value), and an equity
component for the balance. Costs related to the issue are
REVALUATION RESERVES RELATING TO FINANCIAL
allocated to each component in proportion to their respective
INSTRUMENTS
book values.
(in € millions)
At October 31, 2012, the equity component related to the
OCEANE 2015 amounted to €5 million excluding the impact of
deferred taxes.
Gains/(losses)
on cash flow
hedges taken
to equity
Availablefor-sale
financial
assets
(2)
1
At 10.31.10
Fair value adjustments
3
At 10.31.11
1
Amounts reclassified in profit or loss
1
(1)
Fair value adjustments
1
At 10.31.12
2
0
Information about stock option plans is provided in Note 14.
2012 Annual Report
153
13.2. NON-CONTROLLING INTERESTS
(in € millions)
31.10.11
Net
income/(loss) for
fiscal 2012
24
2
Itaparica (Brazil)
Dividends
Translation
adjustments
31.10.12
(3)
23
Holiday Villages Thailand
7
1
8
Belladona Company for H&T (Egypt)
4
1
5
Holiday Hotels AG (Switzerland)
9
Taipe Trancoso (Brazil)
Sté Village Hôtels des Caraïbes (France)
Covifra (Mauritius)
Total
13.3. EQUITY MANAGEMENT
9
7
(2)
11
1
(1)
(1)
4
11
2
64
2
1
(1)
(2)
62
This transaction helped improve the Group’s financial
The purpose of the Group’s equity management policy is to
structure and equity. Since then, the Group’s operating
optimize the use of shareholders’ equity. The Group manages
performance has also contributed to a sharp drop in the
its capital structure by taking into account the changing
gearing ratio, which fell from 72% in April 2009 to 23% in
economic environment and acting within the framework of a
October 2012.
prudent and rigorous financial policy.
After the redemption of all the ORANE bonds in June 2012,
The Group has entered into a liquidity agreement that
the only financial instrument providing access to capital as at
complies with the AFEI Code of Ethics for market making in
October 31, 2012 is OCEANE 2015, which involved the issue
the Company’s shares. For its implementation, the sum of €4
in October 2010 of 4,888,481 bonds with a conversion ratio of
million has been allocated to this liquidity contract.
1 share per bond.
In addition, the Group strives to maintain financial ratios that
facilitate its access to the capital markets and optimize the
At October 31, 2012, there were 4,888,401 OCEANE 2015
bonds outstanding.
cost of its funding.
In June 2009, the Group carried out a capital increase and an
ORANE bond issue totaling €102 million, representing
6,459,301 shares and 5,962,432 ORANE bonds. In 2012, the
balance of the ORANE bonds was redeemed in exchange for
1,564,492 new shares and 535 existing shares (maturity June
8, 2012). In 2011, 17,777 ORANE bonds were redeemed for
new shares.
154
2012 Annual Report
NOTE 14. SHARE-BASED PAYMENTS
certain employees 230,000 stock subscription options at an
exercise price of €16.13. These options will be exercisable
from March 12, 2015 until March 11, 2020; the plan does not
14.1. DESCRIPTION OF STOCK OPTION AND
BONUS SHARE PLANS
The stock options granted to members of senior management
and certain permanent employees of the Group are
exercisable for new shares, with the exception of Plan H
options, which are exercisable for existing shares. Since Plan
O, no stock options have been allocated to corporate officers.
The plans make no provision for cash-based settlement. For
Plans P and Q, the vesting of rights for members of the Senior
Management Committee and the Leadership Committee is
conditioned on performance criteria.
All outstanding options granted until and through the year
2004 have a 10-year life. Those granted since 2005 have an
eight-year life.
make provision for cash-based settlement. The option exercise
price corresponds to the average of the closing prices quoted
for Club Méditerranée shares over the twenty trading days
preceding the grant date. No stock options were granted to
corporate officers under this plan. The vesting of rights
allocated to members of the Senior Management Committee
and
the
Leadership
Committee
(138,250
options)
is
conditioned on performance criteria. These performance
criteria are linked to the achievement of the Company’s
strategic objectives. Since they are not linked to market data,
they were not taken into account in determining the fair value
of the options granted.
In 2011, the Board of Directors granted members of senior
management and certain employees 240,000 stock options at
an exercise price of €17.32. These options are exercisable
Plan G5 expired during fiscal 2012 without any of the options
from March 3, 2014 until March 2, 2019; this Plan P does not
having been exercised.
make provision for cash-based settlement. The option
7,991 stock options were exercised in the fiscal year. No
options were exercised by the corporate officers.
exercise price corresponds to the average of the closing
prices quoted for Club Méditerranée shares over the twenty
trading days preceding the grant date. No stock options were
Plans G3 and G4 expired during fiscal 2011 without any of the
granted to corporate officers under Plan P. As with Plan Q,
options having been exercised.
the vesting of rights allocated to members of the Senior
On March 12, 2012, the Board of Directors used the
authorization given at the Annual Shareholders’ Meeting of
Management Committee and the Leadership Committee
(152,640 options) is conditioned on performance criteria.
March 3, 2011 to grant members of senior management and
2012 Annual Report
155
The main characteristics of the plans in progress at October 31, 2012 are as follows:
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
Plan H
Plan I
Plan J
Plan K
Plan L
Plan M
Plan N
Plan O
Plan P
Plan Q
Date of Shareholders’ Meeting
29.03.02
17.03.03
17.03.03
16.03.05
08.03.07
08.03.07
08.03.07
20.02.09
20.02.09
03.03.11
28.02.03
15.01.04
11.01.05
14.03.06
08.03.07
11.03.08
20.02.09
25.02.10
03.03.11
12.03.12
283,000
272,000
300,000
250,000
125,000
244,970
244,490
239,350
240,000
230,000
Options granted to the Senior Management
Committee (i.e. its members as at October 31,
2012)
143,880
57,225
80,660
73,248
73,608
95,266
9,047
59,900
38,337
43,337
3
6
7
8
9
9
4
8
8
8
01.03.06 +
lock-up until
28.02.07
15.01.07 +
lock-up until
14.01.08
11.01.08 +
lock-up until
10.01.09
14.03.09 +
lock-up until
13.03.10
08.03.10 +
lock-up until
07.03.11
11.03.11 +
lock-up until
10.03.12
20.02.12 +
lock-up until
19.02.13
25.02.13 +
lock-up until
24.02.14
03.03.14 +
lock-up until
02.03.15
March 12,
2015 + lockup until
March 11,
2016
27.02.13
14.02.14
10.01.13
13.03.14
07.03.15
10.03.16
19.02.17
24.02.18
02.03.19
11.03.20
32.11
28.47
32.11
39.15
39.51
29.71
10.73
11.71
17.32
16.13
(2)
Number of senior managers concerned
Start date of exercise period
Exercise price (in euros)
(1)
Options outstanding at October 31, 2012
Remaining life
(1)
166,770
148,530
183,251
164,936
91,955
216,651
114,091
209,130
0.3
1.3
0.3
1.4
2.4
3.4
4.4
5.4
178 153
181 631
6.4
(1) For plans preceding 2010, following the capital increase the number of shares was multiplied by a factor of 1.09 and the exercise prices divided by this same factor.
(2) 93,241 options were cancelled on October 31, 2012 after their performance criteria had not been met (see Note 14.1).
156
2012 Annual Report
(2)
7.4
14.2. OUTSTANDING OPTIONS
2012
2011
Number
Options outstanding at November 1
Options granted during the period
Average strike
price (in €)
Number
Average strike
price (in €)
1,558,553
29.88
1,693,818
26.41
240,000
17.32
230,000
16.13
Options exercised during the period
-
-
(7 991)
10.73
Options canceled during the period
(104 735)
57.26
(260 729)
25.61
Options outstanding at October 31
1,693,818
26.41
1,655,098
25.18
Options exercisable at October 31
1,096,919
33.32
1,086,154
30.58
14.3. FAIR VALUE OF OPTIONS GRANTED
Fair values were calculated at the grant dates of the various
plans using the Black & Scholes option pricing model.
Under
defined-contribution
plans,
the
Group
pays
contributions to an external fund that is responsible for paying
the benefits. The Group’s legal or constructive obligation
The main data and assumptions used to determine the fair
under these plans is limited to the amount that it agrees to
values of options granted under the 2011 and 2012 plans
contribute to the fund. The main defined-contribution plans
were as follows:
consist of government-sponsored basic and supplementary
Plan P
Plan Q
17.05
16.38
17.32
16.13
35.60
38.00
5
5
Risk-free interest rate (%)
2.64
1.76
Fair value per option
5.97
5.96
Club Méditerranée SA share price at
grant date (in €)
Exercise price (in €)
(1)
Expected volatility (in %)
pension plans in Europe and defined-contribution pension
plans in North America.
Contributions to all of these plans are recognized as an
Estimated life of the options (in years)
(1) Exercise price at grant date of plans.
Expected volatility is determined based on the historical
volatility of the security. The risk-free interest rate corresponds
to the yield-to-maturity on French government bonds (OATs)
expense for the period in which they are due.
Under defined-benefit plans, the Group has an obligation to
pay benefits to employees either at the end of their
employment or during their retirement. The Group’s definedbenefit plans are unfunded and are covered by provisions
recorded in the financial statements.
The Group’s main defined-benefit plans concern indemnities
payable to employees on retirement (France, Greece and
over a period equivalent to the life of the options.
Turkey) or when they leave the Group (Italy and Japan).
The cost recognized in respect of share-based payment plans
Long-term benefits
in fiscal 2012 amounted to €1 million, unchanged from fiscal
Corporate officers receive long-term bonus compensation
2011.
conditioned on the achievement of objectives set out in Note
28.4. The estimated cost is expensed over the vesting period.
NOTE 15. PENSIONS AND OTHER LONGTERM BENEFITS
15.1. DESCRIPTION OF THE MAIN GROUP PLANS
Group employees receive certain short-term benefits, such as
vacation pay, “13th month” bonuses, sick leave, health
insurance and unemployment insurance in France.
The Group’s post-employment benefit plans are based on
legal obligations in each host country and on its subsidiaries’
compensation policies. Long-term benefit plans include both
defined-contribution and defined-benefit plans.
2012 Annual Report
157
15.2. DEFINED-BENEFIT PLANS
15.2.1. MAIN ACTUARIAL ASSUMPTIONS
The Company’s obligations under defined-benefit plans are
measured by the projected unit credit method. This method
involves
the
concerning
use
of
long-term
demographic
actuarial
variables
(such
assumptions
as
employee
turnover and mortality) and financial variables (such as future
increases in salaries and discount rates). These variables are
reviewed
each
corresponding
year.
to
the
Actuarial
effect
gains
of
and
changes
losses
in
(in € millions)
10.31.11
10.31.12
3
3
(1)
1
4
2
Actuarial (gains) and losses for the
period
Actuarial (gains)/losses related to
experience adjustments
Actuarial (gains)/losses related to
changes in assumptions
–
actuarial
In 2012, actuarial gains and losses are mainly related to the
assumptions on the amount of the obligation – are recognized
review of assumptions concerning the discount rate in France.
as explained below. These actuarial differences are taken into
account using the corridor method described in Note 2.16.
“Pensions and other long-term benefits”.
The assumptions made by the Group for its main plans are as
follows:
2012
2011
Japan Europe
Discount rate
Long-term salary
increases, incl.
inflation
1.5%
1.5%
4.3%
3.6%
Japan
Europe
1.5%
3.0%
1.5%
3.7%
The discount rates used are obtained by reference to the
yields on AA corporate bonds or sovereign bonds, for each of
15.2.4. ANALYSIS OF DEFINED-BENEFIT PLAN COSTS
(in € millions)
10.31.11
10.31.12
(1)
(1)
Service cost
Actuarial gains and losses recognized
in the period
Paid benefits/transactions
Cost recognized in employee
benefits expense
1
1
0
0
Interest cost
(1)
(1)
Total recognized
(expense)/income
(1)
(1)
(1)
(1)
the countries and maturities equivalent to the term of the
plans. For the eurozone, the discount rate is based on the
yield of the Iboxx Corporate AA index, for Japan, on that of AA
corporate bonds, and for other countries, the rate used is
15.3. DEFINED-CONTRIBUTION PLANS
based on the yields of domestic government bonds.
Contributions under defined-contribution plans (excluding
15.2.2. FUNDED STATUS OF DEFINED BENEFIT PLANS
(in € millions)
Present value of the unfunded
obligation
Unrecognized actuarial gains and
losses
Net liability recognized in the
statement of financial position
10.31.11 10.31.12
20
plan in France) totaled €13 million in 2012, compared to €12
million in 2011.
24
15.4. LONG-TERM BENEFITS
3
23
contributions for the government-sponsored basic pension
24
The provision for long-term benefits for corporate officers was
€0.8 million in 2012 (see Note 28.4).
15.2.3. CHANGES TO DEFINED-BENEFIT PLANS
(in € millions)
Defined-benefit obligation
at November 1
10.31.11 10.31.12
16
20
Service cost
1
1
Interest cost (discounting adjustment)
1
1
Actuarial (gains) and losses for the
period
Defined-benefit obligation at
period-end
3
3
(1)
(1)
20
24
158
2012 Annual Report
NOTE 16. PROVISIONS FOR CONTINGENCIES, CLAIMS AND LITIGATION
(in € millions)
10.31.11
Accruals
Drawings
Reversals
(surplus
provisions)
Provisions for liability claims and damages
3
2
(1)
(1)
Restructuring and site closures
Provisions for litigation, including taxrelated
8
5
(8)
15
6
(2)
(3)
(1)
15
13
(11)
(4)
(1)
24
Other provisions
1
Total - current
27
Reclassification
and change
10.31.12
3
5
1
Provisions for litigation cover commercial claims, employee
Subsequent to the sale of Jet tours in 2008, the buyer objected
claims, and disputes with government agencies. Provisions are
to the sale price, which it considered too high. In January 2010
booked for the estimated cost of identified risks on the basis
the buyer sued Club Méditerranée and its subsidiary Hôteltour,
described in Note 2.15.
seeking compensation for the alleged harm. On March 30,
The nature of the Group’s business and the fact that its
operations are conducted in a large number of countries with
differing and sometimes contradictory regulations is a source
2012, the Nanterre Commercial Court dismissed all the buyer’s
claims, a decision which the buyer appealed on May 9, 2012.
The Group believes that the buyer’s action is unfounded.
of operating difficulties and can lead to disputes with suppliers,
The Société Martiniquaise des Villages de Vacances (SMVV)
owners, employees or local authorities.
received grants from the European Regional Development
The item “Restructuring and site closures” mainly concerns
provisions for the closure of Villages.
Fund (ERDF) for the renovation of the Boucaniers Village in
2003-2004. This project has been audited by the European
Court of Auditors, which did not believe that the project was
Among the other provisions for litigation, there are no disputes
eligible for an ERDF grant. The European Commission ordered
which, taken in isolation, are material.
the French government to repay the ERDF grant in the amount
PROVISIONS,
CONTINGENT
LIABILITIES
AND
CONTINGENT ASSETS
of €12.5 million. The French government sought an annulment
of said ruling before the General Court of the European Union
(GCEU). The GCEU upheld the ruling against the French
In the second half of 2010, the Group’s insurer was ordered to
government in December 2011. The French government filed
pay €2 million in a civil lawsuit over a skiing accident during a
an appeal against this decision on March 5, 2012. As a last
class organized by the Ecole du Ski Français (French Ski
resort, the French government could ultimately require SMVV
School) in 2003. Due to a high deductible at the time of the
to reimburse it for that sum.
incident, the Group had to insure the payment of the award.
Because of the unusually high amount of the award, and
considering that some of the responsibility for the accident lies
with the ESF ski instructor, the insurer has appealed the
decision. However, as no stay has been granted, the Group
In fiscal 2011, a company that acquired a property complex in
Italy from the Group in 2005 took Club Méditerranée SA to
court in order to obtain the revocation, cancellation or
termination of the sale contract.
has paid 50% of the award and made provision for the balance
in its financial statements. In the first half of 2012, the review of
franchise arrangements with the Group’s insurer resulted in the
limiting of the impact on the Group, with the insurer assuming
part of the risk. A reversal of €1 million was therefore made on
the provision.
2012 Annual Report
159
NOTE 17. INCOME TAXES
17.1. INCOME TAX ANALYSIS
Current and deferred taxes can be analyzed as follows:
(in € millions)
In France, the amended Finance Act for 2011 eliminated the
Current taxes
2011
2012
(10)
(15)
2
differences
also limited the allocation of tax losses carried forward against
established an exceptional and temporary contribution of 5%:
the corporate tax rate is now 36.10%. The period of recovery
(1)
Reassessment of deferred tax
assets
Deferred taxes
Total
(1)
territories, raising the rate from 22.95% to 34.43%. This act
taxable income above €1 million at 60% of taxable income and
Deferred taxes on temporary
Effect of changes in tax rates
tax abatement granted to the overseas departments and
through future earnings of deferred tax assets related to tax
2
loss carry forwards is less than three years.
(1)
(1)
1
1
(9)
(14)
Since the 2010 reform of the business tax (taxe professionelle)
in France, the CVAE charge has been recorded in current tax.
In 2011, rate changes were voted as follows: reduction from
24% to 20% in Greece and from 30% to 20% in Thailand;
increase from 20% to 25% in Egypt and increase in French
overseas departments.
This charge was €4 million at October 31, 2012, compared to
€3 million at October 31, 2011. A deferred tax liability of €2
million was recognized in the first half of 2010; the balance of
this deferred tax was €1 million on October 31, 2012.
In 2012, Club Méditerranée SA had a tax group comprising 18
French subsidiaries. The North American tax group, headed by
Club Med Sales, comprises four companies.
The increase in the current tax charge for the fiscal year is due
mainly to business performance, the new method of calculating
tax in France, and the €3 million tax on the sale of securities
and of the Méribel Aspen Park Village.
EFFECTIVE TAX RATE
The following reconciliation is based on the current French income tax rate of 36.10% for fiscal 2012 and 34.43% for fiscal 2011.
(in € millions and %)
in € millions
Tax Rate (%)
2011
2012
10
14
(4)
(5)
Effect of different foreign tax rates
4
(1)
Effect of changes in tax rates
2
Income before tax from continuing operations
Standard tax rate in France
Tax at standard rate
Unrecognized deferred tax assets on tax losses for the year
Tax loss carry forwards utilized during the year
(15)
10
(3)
(4)
Total
(5)
(9)
Effective tax rate for the Group
(9)
(14)
Permanent differences and other
2012
34.43%
36.10%
NA
NA
(16)
7
CVAE
2011
2
160
2012 Annual Report
17.2. DEFERRED TAX ASSETS AND LIABILITIES
(in € millions)
Deferred tax assets and liabilities break down as follows by
10.31.12
statement of financial position item:
Recognized Unrecognized Total
(in € millions)
10.31.11
10.31.12
1
2
Other assets
7
8
Losses carried forward
21
21
Total assets
29
31
(56)
CVAE
(1)
Interest-bearing liabilities
(1)
(57)
(1)
Total liabilities
(58)
(58)
Net deferred tax liabilities
(29)
(27)
French tax group
4
83
Other - Europe - Africa
1
72
73
Total - Europe - Africa
5
155
160
U.S. tax group
87
15
15
Other - Americas
1
26
27
Total - Americas
16
26
42
1
1
182
203
Asia
Total deferred tax assets
on tax loss carry
forwards
21
Net deferred tax liabilities changed slightly in 2012, with the
At October 31, 2011, deferred tax assets on tax loss carry
impact of rate changes in some countries having offset the use
forwards totaled €223 million, of which €202 million were
of tax losses carried forward.
unrecognized.
Deferred tax assets recognized on tax loss carry forwards
concern the tax groups in France, the United States, and
Mexico, as well as certain companies in Europe. Deferred tax
assets are reviewed at each period-end based on recent
NOTE 18. BORROWINGS AND OTHER
INTEREST-BEARING LIABILITIES
operating forecasts.
For the portion realized against future taxable income, the
recoverability of deferred tax assets is assessed based on
forecasts of taxable income over a period that takes into
18.1. NET DEBT
(in € millions)
10.31.11
10.31.12
56
65
188
136
33
47
Total borrowings and other
interest-bearing liabilities
221
183
Net debt
165
118
account the limitations of use of these losses and the recurring
or non-recurring nature of the taxable income of the entity. The
forecast period for utilizing such losses is typically limited to
three to five years of taxable income. This period may be
extended when the recurring nature of the taxable income has
been established, particularly in North America.
Deferred tax liabilities recognized in equity under the OCEANE
2015 bond issue were insignificant.
17.3 TAX LOSS CARRY FORWARDS BY EXPIRY
DATE
Tax loss carry forwards for fiscal years 2012 and 2011 can be
analyzed as follows by expiry date:
(in € millions)
10.31.11 10.31.12
Less than one year
One to five years
27
13
150
106
Long-term borrowings and other
Short-term borrowings and other
Liabilities related to assets held for
sale
18.2. BORROWINGS AND OTHER
BEARING LIABILITIES BY CATEGORY
(in € millions)
OCEANE
Long-term bank borrowings
Draw-downs on lines of credit
Beyond
Evergreen tax losses
41
71
534
520
Financial lease obligations
Total tax loss carry forwards
752
710
Total long-term borrowings and other
OCEANE
ORANE
Current portion of long-term bank
borrowings
Deferred tax assets corresponding to these tax loss carry
forwards break down as follows by geographical region:
Short-term bank loans and overdrafts
Fair value of derivative instruments
Total short-term borrowings and
other interest-bearing liabilities
2012 Annual Report
INTEREST-
10.31.11
73
10.31.12
74
106
41
9
19
2
188
136
5
1
5
10
17
16
24
1
1
33
47
161
In 2012, the Group continued its policy of deleveraging and
included €50 million in long-term bank loans as at October 31,
optimizing its sources of funding.
2011. The interest rate on the loan was 6.58%. This repayment
In December 2011, the Group extended the syndicated line of
allows the Group’s financing costs to be optimized.
credit of €100 million for two years, until December 2014, with
In June 2012, the balance of the ORANE bonds issued in June
improved financial terms.
2009 was redeemed in exchange for new or existing shares
In May 2012, the Group repaid the loan secured by the Cancun
(see Note 13.1).
assets (originally due May 31, 2017) ahead of schedule, which
(in € millions)
Total
Nominal interest Effective interest
rate
rate
Expiry date
10.31.12
OCEANE 2015 fixed rate
79
6.11%
Total bonds
79
Draw-downs on syndicated line of credit
19
Mortgage loan secured by Club Med 2 assets
18
4.73%
La Pointe aux Canonniers loan
17
6.15%
Other
50
Euribor + margin
9.01%
November
2015
December
2014
(1)
April 2018
6.24%
January 2018
Total borrowings and other interest-bearing liabilities
183
(1) The margin rate (between 2.0% and 3.25%) on the syndicated line of credit depends on the
net debt/EBITDA ratio.
18.3. CHARACTERISTICS OF DEBT
18.3.1 OCEANE
18.3.2 ORANE
At October 31, 2012, Club Méditerranée’s borrowings included
In June 2012, the Group repaid the balance of the ORANE
an OCEANE bond issue maturing in November 2015. The
bonds issued in June 2009. Over the fiscal year, 1,565,027
bond’s main characteristics are as follows:
bonds were redeemed, 535 in existing shares and 1,564,492 in
Amount of the issue (in €)
Start date for interest
accruals
Maturity
Coupon
Conversion ratio at maturity
OCEANE
2015
79,999,992
4,888,481
07.10.10
01.11.15
6.11%
1 share for 1
bond
Yield to maturity
6.11%
Effective interest rate
9.01%
bonds outstanding.
ORANE
5,962,432
Expiry date
Jun. 8, 2012
Bond par value
€8.55
Coupon
5.00%
Conversion ratio
1 share for 1 bond
Since its issue, 8,895 bonds have been redeemed in existing
shares and 5,953,537 in new shares.
18.3.3. SYNDICATED LINE OF CREDIT
Club Méditerranée has a €100 million syndicated line of credit
obtained on December 10, 2009. This facility initially included a
(in € millions)
Nominal amount of the issue
Issuance costs
Equity component
Initial amount recognized as a liability
Liability at 10.31.10
Interest recognized in fiscal 2011
Liability at 10.31.11
Interest recognized in fiscal 2012
Interest paid in fiscal
2012
Liability at October 31,
2012
- of which accrued
interest
new shares.
OCEANE
2015
80
(2)
(7)
71
72
6
78
7
€100 million revolving credit line and a €20 million term loan.
The latter was repaid ahead of schedule in March 2011.
In December, 2011, the Group renegotiated the €100 million
line of credit: the financing conditions were improved and the
maturity was extended for two years, until December 2014.
The line is subject to bank covenants (see Note 19.5.2.). At
October 31, 2012, €20 million had been drawn on the
syndicated credit line.
(6)
79
5
162
2012 Annual Report
18.3.4. OTHER LONG-TERM FACILITIES
18.4.2 BY INTEREST RATE CATEGORY
Other long-term facilities include loans secured by mortgages
(in € millions)
and liens on assets:
10.31.11
- a loan facility due in 2018 secured by a mortgage on the Club
Before hedging
Med 2. At October 31, 2012, the amount outstanding was €18
Fixed rate
million;
Floating rate
- a loan facility due in 2018 for the renovation of the La Pointe
aux Canonniers Village, secured by a lien on the shares of the
company that owns the Village. At October 31, 2012, the
amount outstanding was €17 million;
The syndicated line of credit is secured by a lien on the shares
Total
10.31.12
174
79%
47
21%
221
119 65%
64 35%
183
After hedging
Fixed rate
Floating rate
Total
194
88%
139 76%
27
12%
44 24%
221
183
The fixed-rate swap taken out to cover draw-downs on the
of companies that own three of the Group’s Villages.
Debt secured by collateral amounted to €55 million at 31
October 2012, compared with €101 million at October 31, 2011.
syndicated line of credit expires in December 2012.
When this swap expires, the ratio of fixed- to floating-rate debt
will be 65% to 35%.
18.4. ANALYSIS OF BORROWINGS AND OTHER
INTEREST-BEARING LIABILITIES
18.4.3. BY CURRENCY
(in € millions)
18.4.1 BY MATURITY
10.31.11
10.31.12
205
167
Euro
(in € millions)
10.31.11 10.31.12
Due within one year (including
short-term bank loans and
overdrafts)
33
47
Due beyond one year
2012-2013
29
2013-2014
11
5
2014-2015
19
34
2015-2016
11
81
Beyond
118
16
Total due beyond one year
188
136
Total
221
183
Swiss franc
11
10
Brazilian real
4
3
Other
1
3
Total
221
183
91% of Club Méditerranée Group debt is euro-denominated,
Upcoming maturities for debt repayment include:
and 83% is carried by the Parent Company, Club Méditerranée
SA.
18.5 FAIR VALUE OF DEBT
The following table shows the book value and fair value of
financial instruments at October 31, 2012:
(in € millions)
- the syndicated line of credit, originally due in December 2012,
has been extended until December 2014 (see Note 19.5.1). At
Net book
value
Fair value
2
2
consists primarily of 2015-2016 maturities.
Foreign exchange
derivatives
Cash and cash
equivalents, marketable
securities
63
63
- beyond October 31, 2016, the €16 million in debt consists
Financial assets
65
65
primarily of the balance of the loan facilities for La Pointe aux
Bonds
Other fixed-rate borrowings
and interest-bearing
liabilities
Other floating-rate
borrowings and interestbearing liabilities
79
91
40
46
39
39
24
24
October 31, 2012, only €20 million had been drawn.
- the OCEANE bond redeemable on November 1, 2015
Canonniers (January 2018), and the Club Med 2 (April 2018)
(see Note 18.3.4).
Short-term bank loans and
overdrafts
Foreign exchange
derivatives
Financial liabilities
1
1
183
201
The book value of the OCEANE bond includes the IFRS
restatement attached to the conversion option.
2012 Annual Report
163
Club Méditerranée holds no traded credit default swaps (credit
Foreign exchange derivatives consist of forward contracts and
derivatives); it therefore references the implicit spread on the
options. For derivatives classified as cash flow hedges, the
OCEANE bond, its only traded debt. Nevertheless, on October
effective (recorded under equity) portion of these hedges stood
31, 2012, with most loans having recently been renegotiated,
at €1 million while the ineffective (recorded under “Financial
their credit spreads are considered to be their fair value.
income/(expense)”) portion was not material.
Other data used to calculate fair value (excluding credit
The price of the OCEANE 2015 bond on October 31, 2012 was
spreads) are market data.
€18.71 (including accrued interest).
Its conversion price was €16.37.
NOTE 19. FINANCIAL RISK MANAGEMENT
In the normal course of business, the Group is exposed to
various financial risks, including market risk (particularly
currency risk and interest rate risk), credit risk and liquidity risk.
The Group may use derivative financial instruments to hedge
currency risks arising in the course of its business and interest
Transaction currency risk
The Group’s policy consists of protecting itself against the
effects of exchange rate changes on reported net income
compared with forecasts.
rate risks on floating-rate debt. In practice, these instruments
Based on forecasts, the Group hedges exposures for the
are used primarily to hedge currency risks on forward
coming fiscal year in the principal billing currencies (mainly
transactions. The Treasury and Financing unit identifies,
pounds sterling, yen, Canadian and Australian dollars, and
assesses, manages and hedges financial risks centrally in
Korean won) as well as in U.S. dollars, which is both a billing
accordance with the policies approved by the Audit Committee.
and an operating currency.
Currency risks relating to the Group’s other functional
19.1 CURRENCY RISK
currencies (in inbound zones), mainly the Moroccan dirham,
Turkish lira, Tunisian dinar, Indonesian rupiah and Thai baht,
19.1.1. EXPOSURE TO CURRENCY RISK
are not systematically hedged.
Club Méditerranée’s international operations expose the Group
Currency risks are hedged using derivative instruments, mainly:
to the risk of fluctuations in foreign exchange rates affecting its
currency
income and equity. Its exposure concerns three types of
nondelivery forward contracts.
swaps
and
options,
forward
contracts
and
currency risk:
- transaction currency risk arising from commercial activities (in
outbound zones) and operating activities (in inbound zones);
- currency risks on financing denominated in a currency other
than the borrower’s functional currency;
- currency risks on net investments in foreign operations
whose impacts are recorded as a change in consolidated
equity.
Balance sheet risk
The Group’s exposure to currency risks on external debt is
limited, and intra-group financing is generally denominated in
the subsidiary’s functional currency. Unrealized currency gains
and losses on hedges of net investments in foreign operations
are recognized directly in “Other comprehensive income”.
The Group’s net investment in foreign operations is exposed to
the risk of fluctuations in foreign currencies against the euro.
The impact of these fluctuations on independent subsidiaries is
recognized in “Other comprehensive income” (see Note 13.1).
164
2012 Annual Report
19.1.2. FOREIGN EXCHANGE DERIVATIVES OUTSTANDING AT OCTOBER 31, 2012
ANALYSIS BY TYPE AND CURRENCY
All hedging derivatives outstanding at the year-end expire within 12 months.
The table below shows the Group’s main exposures arising from international cash pooling and hedges in place at October 31, 2012.
Main net balance sheet exposures related to financing in foreign currencies
(in € millions)
10.31.12
AUD
CAD
CHF
CNY
Foreign currency lending
Foreign currency borrowing
(5)
(6)
(5)
Hedging
5
6
5
Fair value of hedges
-
-
-
-
-
-
Net exposure
GBP
HKD
5
(1)
USD
SGD
4
4
(14)
(14)
(6)
(7)
(5)
14
14
6
6
-
-
-
-
-
-
-
4
3
(2)
Sensitivity
(1) a negative number means that Club Med is a net borrower of the currency; a positive number means that Club Med is a net
lender.
(2) a negative number means that a 10% decline of the euro against the currency results in a net loss.
Transaction risk exposure in foreign
currencies
(in € millions)
10.31.11
MAD
Total
Foreign currency expenditures
CAD
GBP
USD
Total
(19)
(147)
4
11
29
29
54
157
(15)
(5)
(17)
(54)
(0)
(0)
1
1
(17)
24
42
13
Foreign currency earnings
126
25
32
16
Hedging of earnings
(13)
(8)
(8)
Fair value of hedges
(1)
17
24
(28)
(28)
(29)
(29)
TND
(3)
Other
Hedging of costs
(1)
(3)
(19)
(31)
Net exposure
(3)
MXN
(117)
HKD
10.31.12
MUR
(21)
(21)
(14)
29
(2)
Sensitivity
2
3
(2)
3
(3)
(3)
(2)
(2)
3
(1) a negative number means that Club Med is a net purchaser of the currency; a positive number means that Club Med is a net
seller.
(2) a negative number means that a 10% decline of the euro against the currency results in a net loss.
(3) at October 31, these currencies were not hedged because it is difficult to handle these amounts in the given time horizon.
The table below shows Club Med’s exposure arising from business transactions in foreign currency and the hedges in place at
October 31, 2012.
The impact of exchange rate changes on equity can be assessed at October 31, 2012 by the effects of a 10% change of the
currency against the euro.
Main exposures related to net assets in foreign currencies
(converted into € millions)
10.31.12
Net assets in foreign currency
(1)
USD
DOP
MXN
BRL
MYR
THB
MVR
IDR
MUR
60
49
85
70
16
19
18
20
39
5
9
8
2
2
2
2
4
Sensitivity
7
(1) impact of a 10% decline of the euro against the currency
At October 31, 2012, there were no hedges on net investments in foreign currency.
2012 Annual Report
165
ANALYSIS BY ACCOUNTING CATEGORY
19.3. EQUITY RISK
(in € millions)
The Group does not hold any listed equities apart from
Fair value
10.31.11
Equity
and
Assets Liabilities
treasury stock (230,733 shares at October 31, 2012), which is
10.31.12
recorded as a deduction from equity. As a result, it is not
Assets
Equity and
Liabilities
exposed to any risk of fluctuations in stock prices.
Fair value
(1)
hedges
1
0
0
0
19.4. CREDIT AND COUNTERPARTY RISK
Cash flow
hedges
0
1
2
1
19.4.1. RISK MANAGEMENT
1
1
2
1
TOTAL
(1) derivatives have short maturities and are regularly renewed;
their fair value is not significant.
Transactions that are likely to generate counterparty risk for
the Group include:
- short-term investments;
- vendor loans (e.g., the vendor loan granted as part of the
Club Med Gym sale), or third-party loans;
19.2 INTEREST RATE RISK
- derivatives;
There are two types of interest rate risk:
- fair-value risk on fixed-rate net debt. As this type of risk is not
- trade receivables.
hedged, the carrying amount of financial assets and liabilities

is not adjusted for changes in interest rates. Fair-value risk
securities, such as certificates of deposit and money market
therefore corresponds to opportunity cost in the event of a fall
funds, traded with leading banks (with a minimum A2/A/A
in interest rates.
rating issued by Moody’s or Fitch).
- Cash flow risk on floating rate net debt, corresponding to the

impact on finance costs of a change in interest rates.
sole purpose of reducing its overall exposure to currency and
The interest rate swap expired in December 2012. Since its
disqualification in 2011 it has not been considered as a
hedging instrument for accounting purposes. The cost of
initiating this cash flow hedge had no material impact.
At October 31, 2012, the Group’s exposure to interest rate risk
by maturity (before hedging) was as follows:
Fixed-rate debt
limited to regulated markets or over-the-counter transactions
with leading financial institutions. The Group is exposed to
credit risk on derivative financial instruments if a counterparty
To limit this risk, derivatives are contracted with a wide range
of leading counterparties.
Counterparty risk related to trade receivables is limited
due to the large number of customers in the portfolio and their
Total
Net floating-rate debt
interest rate risk arising from its normal operations. These are

(in € millions)
Floating-rate debt*
The Group uses derivative financial instruments for the
fails to meet its commitments.
The Group has a combination of fixed- and floating-rate debt.
Investments are diversified and involve investment-grade
Less
More
than 1 to 5
than 5
one years
years
year
(65)
(65)
64
36
28
(1)
(29)
28
0
119
11
98
10
(18)
126
10
Total net debt
118
* including short-term bank loans and
overdrafts
geographical dispersion. No counterparty accounts for more
than 10% of revenues.
The characteristics of the Group’s debt are detailed in Note
18.3.
A one-point increase in short-term interest rates applied to the
Group’s gross floating rate debt would lead to a €0.6 million
increase in finance costs. Applied to net debt, the impact
would be insignificant.
166
2012 Annual Report
19.4.2. MAXIMUM EXPOSURE TO CREDIT RISK
(in € millions)
19.5.2. LIQUIDITY RISK OF FINANCIAL LIABILITIES AND
DEBT COVENANTS
10.31.11
10.31.12
Other financial assets (1)
62
64
Liquidity risk is managed by using diversified sources of
Trade receivables and related
accounts
55
46
Other assets (2)
58
59
Some of the Group’s debt facilities include early repayment
Derivative financial assets (3)
1
2
Marketable securities
5
11
50
52
Financial guarantees and offbalance-sheet commitments
16
16
MAXIMUM EXPOSURE TO
CREDIT RISK
financing.
clauses that are triggered if debt covenants are breached or
assets are sold. Disposals made during the fiscal year did not
trigger early repayments or changes in the limit of the
syndicated line of credit. This line could be partially reimbursed
if the amount of divested assets exceeds €84 million.
The most restrictive bank covenants at October 31, 2012
relate to the €100 million syndicated line of credit:
247
250
- Off-balance-sheet commitments: less than €200 million
(1) See Note 9.3.
- Gearing (net debt/equity): less than 1
(2) See Note 11: excluding prepaid expenses and including
€38 million in tax receivables
- Leverage ratio (net debt/EBITDA
(3) Concerns foreign exchange derivatives only.
- Fixed charge cover (EBITDAR
(1)
): less than 3 in 2012 and
less than 2.5 in 2013 and 2014;
(2)
/ (rents + net interest)):
greater than 1.4 in 2012, 2013 and 2014.
19.5. LIQUIDITY RISK
At October 31, 2012, the covenants had been met:
19.5.1. LIQUIDITY LEVEL
- Off-balance-sheet commitments: less than €200 million
The table below presents the Group’s liquidity position:
(€123 million)
- Gearing: less than 1 (0.23)
(in € millions)
(1)
- Leverage (net debt/EBITDA ): less than 3 (0.86)
10.31.11
10.31.12
56
65
8
10
(1)
- o/w subsidiaries and branches
48
55
(2)
Lines of credit not drawn down:
116
93
90
80
Cash and cash equivalents:
- o/w CMSA
- o/w syndicated line of credit
- o/w confirmed and unconfirmed
lines
Total gross liquidity
Short-term borrowings and interestbearing liabilities
Net liquidity after deduction of
short-term borrowings and
- Fixed charge cover: more than 1.40 (1.74)
Village Operating Income before depreciation and amortization
and provisions net of reversals and credit card costs.
EBITDA before deduction of rents
19.5.3.
LIQUIDITY
RISK
OF
FOREIGN
EXCHANGE
DERIVATIVES AND INVESTMENTS
26
13
172
158
33
47
139
111
Given the crisis in the financial markets, cash is invested in
short-term, highly liquid instruments whose value is unlikely to
fluctuate greatly, primarily money market funds and certificates
of deposit (see Note 19.4).
The portfolio of foreign exchange derivatives consists only of
At October 31, 2012, only €20 million had been drawn on the
straightforward and liquid products. The derivatives portfolio
undergoes regular valuation.
syndicated credit line. This line was renegotiated in December
2011, extending its term by two years until December 2014.
The Group may from time to time be subject to certain legal or
economic restrictions limiting or restricting financial flows to
the Parent Company. The amount of cash that may be subject
to restriction is estimated at €8 million at October 31, 2012.
2012 Annual Report
167
NOTE 20. OTHER LIABILITIES
(in € millions)
At October 31, 2012, accrued taxes comprised mainly taxes
10.31.11 10.31.12
Government grants
related to disposals in France, including the sale of Méribel
33
30
Accrued rentals
7
7
Liabilities with associates (recorded under other current
Other liabilities
1
0
liabilities) totaled €1 million as at October 31, 2012, versus €3
41
37
million on October 31, 2011. This reduction of €2 million was
8
9
due to the paying up of equity in the associate Valmorel Bois
Accrued personnel costs
45
45
Accrued taxes
Payables due to suppliers of noncurrent assets
17
22
8
17
Deferred income
41
46
Other liabilities
15
8
134
147
Total other non-current liabilities
Accrued expenses
Total other current liabilities
Aspen Park Village.
de la Croix.
The change in suppliers of non-current assets is related to the
timing of work carried out at the end of the fiscal year.
NOTE 21. EMPLOYEE BENEFITS EXPENSE AND NUMBER OF EMPLOYEES
(in € millions)
Wages and salaries
2011
2012
(215)
(223)
Employee benefits obligations
(53)
(54)
Pension contributions
(12)
(13)
(1)
(1)
Other employee benefits
(9)
(8)
(290)
(299)
(5)
(7)
(295)
(306)
Employee benefits expense - Village Operating Income
Employee benefits expense - Management of Assets Operating Income
Total employee benefits expense - Operating Income
NUMBER OF EMPLOYEES
Total number of Group
employees
Full-time equivalent
Full-time equivalent
o/w seasonal workers
and temporary
contracts
o/w seasonal workers
and temporary
contracts
2011
2012
2011
2012
12,974
12,827
6,413
6,491
At October 31, 2012, employees of Club Méditerranée SA had accumulated 143,000 hours in statutory employee training
rights in France.
168
2012 Annual Report
NOTE 22 – MANAGEMENT OF ASSETS
OPERATING INCOME
(in € millions)
(in € millions)
2011
Disposals of Villages and other noncurrent assets
Disposals of shares
Cost of Village/site closures
Real estate development
Other costs
Total Management of Assets Operating
Income
2012
16
5
4
(7)
(7)
(1)
Village opening costs
Village deconsolidation costs / write-offs /
impairment
NOTE 23. OTHER OPERATING INCOME
AND EXPENSE
(19)
2011
2012
Restructuring costs
(8)
(10)
Costs of claims and litigation
(2)
(4)
Other
Total Other Operating Income and
Expense
(1)
(11)
(14)
(35)
1
(4)
(3)
(24)
(26)
NOTE 24. FINANCIAL INCOME/(EXPENSE)
(in € millions)
2011
2012
3
3
Interest income
FISCAL 2012
Interest expense on
OCEANE/ORANE bonds
(6)
(7)
Other interest expense
(13)
(9)
in November 2011.
Net interest
income/(expense)
(16)
(13)
Sales of securities of companies whose Villages are operated
Exchange gains/(losses)
(2)
2
by the Group totaling €4 million are recorded under
Other
2
3
(16)
(8)
“Disposals of Villages and other non-current assets” includes
mainly the result of the sale of the Méribel Aspen Park Village
Management of Assets Operating Income (see Note 9.1 for
Carthago securities and Note 9.2 for Société Immobilière de la
Mer securities).
“Cost of Village/site closures” includes the cost of Village
closures for renovation or pending projects, as well as the
The improvement in net interest expense is mainly due to
lower average debt and the optimization of the Group’s
sources of financing.
costs of Village closures in cases of force majeure totaling €2
“Other” includes the sale of a non-strategic holding and the
million in 2012 and 2011.
reversal of a provision on a loan in the amount of €4 million
“Village deconsolidation costs / write-offs / impairment”
(see Note 9).
includes mainly asset impairments and the impact of
provisions and costs related to the deconsolidation of Villages
(this includes the result of the sale of Bora Bora and Lindeman
Island).
NOTE 25.
ASSOCIATES
SHARE
OF
INCOME
OF
FISCAL 2011
In 2011, “Impairment / write-offs / permanent closures”
(in € millions)
included €9 million in asset impairment and €10 million in
provisions and costs associated with permanent Village
closures.
Disposals recorded under Management of Assets Operating
Share of income of associates
2011
2012
1
2
Details of the share of income of associates are provided in
Note 9.1.
Income included proceeds from the disposal of shares of
Italian companies whose villages were operated by the Group
and proceeds from the transfer of Financière CMG shares to
IFH.
2012 Annual Report
169
NOTE 26. EARNINGS PER SHARE
NOTE 27. NOTES TO THE CONSOLIDATED
STATEMENT OF CASH FLOWS
26.1. CALCULATION OF WEIGHTED AVERAGE
NUMBER OF SHARES
26.1.1. BASIC EARNINGS PER SHARE
27.1
DEPRECIATION,
PROVISIONS
AMORTIZATION
AND
(in € millions)
(in thousands of shares)
Number of shares at November 1
Number of treasury shares at
November 1
Weighted average number of
treasury shares purchased/sold
during the period
2011
2012
31,815
31,815
(222)
(232)
17
14
shares issued during the period
shares at October 31
3
31,600
(in € millions)
attributable to the Group
31,610
1
1
In accordance with IAS 33, ORANE bonds were taken into
account in calculating basic earnings per share.
2011
2012
Amortization and provisions on intangible
(1)
assets
7
6
Depreciation and provisions on property,
(2)
plant and equipment
69
63
Provisions and other asset impairments
(1)
Depreciation, amortization and
provisions
76
68
(1)
Including €1 million in provisions under Management of
Assets Operating Income in 2011
(2)
Including depreciation and provisions under Management
of Assets Operating Income of €4 million in 2012 and €10
million in 2011
Provisions on property, plant and equipment include asset
impairments related to the closure of Villages amounting to €3
million.
27.2 CAPITAL EXPENDITURE
(in € millions)
2011
26.1.2. DILUTED EARNINGS PER SHARE
Purchase of intangible assets
(in thousands of shares)
Purchase of property, plant and equipment
2011
shares
Dilutive potential ordinary shares
(stock options)
Diluted weighted average number
of shares
2012
31,600
31,610
66
57
31,666
31,667
Purchase of non-current financial assets
2012
(5)
(7)
(43)
(41)
(2)
(2)
(50)
(50)
Capital expenditure on property, plant and equipment and on
intangible assets are described in Notes 7 and 8.1,
respectively.
In fiscal 2012, 1,331,877 potential ordinary shares (stock
Capital expenditure on financial assets in 2012 and 2011
options and stock grants) were excluded from the calculation
mainly related to fully paying up the equity in Valmorel Bois de
because they were anti-dilutive (1,332,879 shares in fiscal
la Croix, consolidated by the equity method (see Note 9.1).
2011).
For the same reason, potential ordinary shares corresponding
to the conversion of OCEANE 2015 bonds (4,888,401 shares)
were not taken into account in the calculation in 2012 and
27.3 PROCEEDS FROM DISPOSALS OF NONCURRENT ASSETS
(in € millions)
2011 insofar as they would have had an anti-dilutive effect..
No change was made to basic earnings for the calculation of
diluted earnings.
Disposals of Villages and other non-current
assets
Repayments of loans and deposits
Proceeds from disposals of non-current
assets
26.2. EARNINGS PER SHARE
(in €)
2011
2012
18
40
1
2
19
42
FISCAL 2012
2011
2012
0.02
0.02
The disposal of the Villages of Méribel Aspen Park, Lindeman
Diluted earnings/(loss) per share
0.02
0.02
Island and Bora Bora totaled €30 million, and the sale of
There are no post-balance-sheet transactions that could affect
the calculation of earnings per share.
securities described in Notes 9.1 and 9.2 totaled €10 million.
FISCAL 2011
Disposals of Villages and other non-current assets mainly
concerned the sale price of Italian companies SAPO, STM and
Torre d’Otranto.
170
2012 Annual Report
27.4 CHANGES IN WORKING CAPITAL
28.3. TRANSACTIONS WITH ASSOCIATES
(in € millions)
(in € millions)
2011
2012
Inventories
(3)
(4)
Customers
(8)
9
24
8
(10)
3
Trade payables
31.10.11
31.10.12
2
1
Other receivables
Financial lease obligations
Other liabilities
2
3
1
Associates (companies consolidated by the equity method at
October 31, 2012) are listed in Note 9.1.
Other receivables and prepaid expenses
(1)
(13)
Other liabilities and deferred income
(2)
3
Short-term provisions
1
(2)
Total
1
4
In 2012, the Group sold 6.92% of its equity investment in the
company SPFT - Carthago (see Note 9.1).
Following the Group’s €7 million equity investment in Valmorel
Bois de la Croix in 2010, the amount to be paid up, recorded in
“Other liabilities”, amounted to €2 million at October 31, 2011.
28.
NOTE
RELATED
PARTY
TRANSACTIONS
Rental payments to associates for the operation of certain
Villages totaled €19 million in fiscal 2012 and €11 million in
28.1.
TRANSACTIONS
BETWEEN
CLUB
MÉDITERRANÉE SA AND ITS SUBSIDIARIES
Club Méditerranée SA, the Parent Company, is responsible for
setting the Group’s overall business strategy, including in
business
This amount was fully paid up in fiscal 2012.
development,
marketing,
distribution
and
fiscal 2011. The future minimum lease commitments under the
related contracts amounted to €180 million at October 31, 2012
and €208 million at October 31, 2011.
28.4. SENIOR MANAGEMENT COMPENSATION
communication. It also handles support functions for its
Disclosures of senior management compensation relate to the
subsidiaries such as administration and finance, legal matters
members of the Senior Management Committee and the Board
and training. Funds are raised by the Parent Company, with
of Directors as at October 31 of each year.
justified exceptions, and cash surpluses are centralized.
SHORT-TERM BENEFITS
The Group’s main subsidiaries are listed in Note 32.
Transactions
between
the
Parent
Company
and
its
subsidiaries (related parties) are eliminated in the consolidated
28.2
TRANSACTIONS
WITH
CLUB
MÉDITERRANÉE’S MAIN SHAREHOLDERS AND
COMPANIES THAT SHARE SENIOR MANAGERS
Gross compensation and related benefits paid (including
directors’ fees paid to members of the Board of Directors)
came to €4.8 million in 2012, versus €4.3 million in 2011.
Like all executives of Club Méditerranée SA, senior managers
are covered by a supplementary defined-contribution pension
The Group has signed lease contracts for the operation of
plan managed by an outside fund, with contributions
certain Villages with companies belonging to groups that could
representing 5% of their gross compensation for the portion
be considered related parties under IAS 24. These include
capped at eight times the annual Social Security ceiling,
Rolaco, Caisse de Dépôt et de Gestion, and SPFT - Carthago.
beyond which the contribution rate is 10%. Total contributions
Rent relating to these contracts expensed in the financial
statements totaled €20 million in 2012 and €25 million in 2011.
Future minimum lease commitments under the related
to this plan paid on behalf of members of the Senior
Management Committee amounted to €0.3 million in fiscal
2012, unchanged from fiscal 2011.
contracts came to €267 million on October 31, 2012, versus
The Board of Directors wished to allow the Chairman and Chief
€307 million on October 31, 2011.
Executive Officer to benefit from the continuity of all or part of
his provident insurance and healthcare coverage in the same
In October 2012, the Company sold its remaining stake in
spirit as the Company’s employees. The Board thus decided to
Société Immobilière de la Mer to a subsidiary of the Caisse de
extend Henri Giscard d’Estaing’s provident insurance and
Dépôt et de Gestion (see Note 9.2) for €2 million.
healthcare coverage in the event of dismissal or mutual
termination of his employment contract for a period of no more
than nine months from the end of any notice period given for
the Chairman and Chief Executive Officer. The total amount of
the contribution for the maximum period of nine months would
be €4,500.
2012 Annual Report
171
office. The proportion corresponds to the equivalent of 30% of
LONG-TERM COMPENSATION
Due to legislation passed in France in December 2008,
corporate officers have not benefited from the stock option plan
since 2010.
To allow the corporate officers to participate in the Company’s
the capital gain realized on the exercise of the stock options or
the definitive acquisition of the shares received under share
grants. This provision applies to stock options and bonus
shares awarded as of 2007.
TERMINATION BENEFITS
performance, the Board of Directors decided in 2010 to create
a long-term bonus compensation conditioned on performance
Retirement obligations recognized for senior managers totaled
and based on two criteria:
€0.8 million in fiscal 2012, versus €0.5 million in 2011.
- the first criterion, related to the achievement of the 2010-2012
COMMITMENTS AND GUARANTEES
strategic plan, includes three elements: A Village EBITDA
margin of at least 9.5%; a direct sales figure of at least 59%; a
On December 10, 2008, the Company’s Board of Directors, in
portfolio of 4/5-Trident Villages representing at least 64% of
accordance with Article L.225-42-1 of the French Commercial
total capacity;
Code as modified by Act No. 2007-1223 of August 21, 2007,
decided on the severance compensation due in the event of
- the second criterion is linked to the share price: over three
the termination
years, with effect from November 1, 2009, a Club Méditerranée
Vice-President, as well as on the performance targets to be
share performance of at least 80% relative to the SBF 120.
verified by the Board of Directors in order to determine the
At the close of fiscal 2012, once the first of the criteria has
payment of such compensation.
been met and depending on the rate of achievement of the
Severance compensation in the event of termination
second criterion, the amount of the long-term compensation
termination is due to gross or willful misconduct) would
that may be paid to the corporate officers could vary between
correspond to two years of gross pay (excluding the long-term
0.8x and 1.5x their annual basic salary.
bonus compensation approved by the Board of Directors on
At the end of the fiscal year, three of the four criteria had been
June 10, 2010). Such payment is subject to achieving certain
met, but because of the cumulative nature of these criteria, no
performance criteria.
long-term compensation was paid. In fiscal 2012, the reversal
The performance criterion applied corresponds to the average
of the provision amounted to €0.8 million.
annual bonus actually paid (the “Bonus”) as a percentage of
(1)
of the Chairman and CEO and the Executive
(1)
(unless
the target bonus used to calculate the bonus paid. The
SHARE-BASED PAYMENTS
average percentage is calculated for a reference period
During fiscal 2012, a stock option plan was set up for members
identical to that of the term of service, i.e., three years.
of senior management and certain employees of Club
This performance criterion is assessed and applied as follows:
Méditerranée, with an exercise price of €16.13. Under the plan,
60,000 options were allocated to senior managers. The vesting
of these options is subject to performance conditions related to
the achievement of strategic corporate objectives. Since they
- no severance compensation is awarded if the average of
Bonuses received during the reference period is less than 40%
of the target bonuses.
are not linked to market data, these performance conditions
- 50% of severance compensation is awarded if the average of
were not factored into the valuation of Plan Q. The total fair
Bonuses received during the reference period is at least 40%
value of these Plan Q options, determined in accordance with
of the target bonuses.
IFRS 2, is €0.3 million. No stock options were granted to
corporate officers under this plan.
During fiscal 2011, a stock option plan was set up for members
of senior management and certain employees of Club
Méditerranée, with an exercise price of €17.32. Under this plan,
77,000 options were allocated to senior managers. The total
- 100% of severance compensation is awarded if the average
of Bonuses received during the reference period is at least
70% of the target bonuses.
Severance compensation will be progressively increased on a
linear basis between the upper and lower limits.
fair value of these options, determined in accordance with
(1)
IFRS 2, was €0.3 million. No stock options were granted to
Executive Vice-President is not covered under this provision.
corporate officers under this plan.
Termination at the initiative of the Chairman and CEO or
In the event that severance payments are made to executive
The cost recognized in fiscal 2012 for all these plans, as
officers, the benefit of the stock options shall be maintained
determined in accordance with IFRS 2, was €0.2 million, up
after departure from the Company.
from €0.5 million in fiscal 2011.
Senior managers did not exercise any options during fiscal
No loans or guarantees have been granted to or on behalf of
corporate officers.
years 2012 and 2011.
Executive officers are required by law to retain a certain
proportion of the shares acquired through the exercise of stock
options and under share grants, for as long as they remain in
172
2012 Annual Report
(1)
NOTE 29. COMMITMENTS AND CONTINGENCIES
29.1. OFF-BALANCE-SHEET COMMITMENTS
(in € millions)
10.31.11
10.31.12
Less than one
More than 5
Total
year
1 to 5 years
years
Total
Europe - Africa
62
30
16
25
71
Americas
32
29
5
34
Asia
11
7
1
10
18
Total commitments given
106
66
17
40
123
Commitments received (2)
16
16
16
96
80
80
2
1
1
2
98
81
1
82
Commitments given
Guarantees given (1)
Mutual commitments
Unused lines of credit
Rent guarantees
Total mutual commitments
(1) Guarantees given in connection with travel and transport agent licenses (€47 million), sellers’ warranties relating to asset
disposals (€29 million), performance bonds (€14 million), guarantees for credit card processors (€14 million) and rent guarantees
(€11 million).
(2) Commitments received by the Group relating to travel agencies amounted to €11 million. Guarantees received from contractors
involved in Village renovation projects under private contracts totaled €5 million.
Loans have been secured by mortgages and liens on the Group’s assets (see Notes 8.2.3, 9.1 and 18.3).
29.2 COMMITMENTS UNDER NON-CANCELABLE OPERATING LEASES
The Group occupies offices and sales agencies under non-cancelable leases. Some office equipment and Village telephone and
video equipment are also leased.
Under the Group’s asset financing policy, certain Villages as well as other assets are also leased under non-cancelable operating
leases. The following table shows the minimum future lease payments due under these non-cancelable operating leases. The
amounts have been translated at the exchange rate prevailing at the reporting date. These rates are not discounted and are
indexed to the last known rate.
(in € millions)
Total
minimum
future lease
payments
Europe - Africa
Americas
Asia
Total minimum future lease
payments
2013
2014
2015
2016
2017
2018
2021
2031
to 2020
to 2030
and
beyond
1,017
125
123
116
114
112
238
164
32
5
4
4
4
4
11
-
25
-
239
15
14
14
13
11
31
54
87
1,288
145
141
134
131
127
280
218
112
Commitments under non-cancelable operating leases totaled €1,252 million at October 31, 2011. Rental expense recognized for
operating leases totaled €155 million in Village Operating Income in fiscal 2012, compared to €144 million in fiscal 2011.
2012 Annual Report
173
NOTE 30. FEES PAID TO THE STATUTORY AUDITORS
in € thousands
Ernst & Young network
2012
Amount
excl. VAT
%
2011
Amount
excl. VAT
Deloitte network
%
2012
Amount
excl. VAT
%
2011
Amount
excl. VAT
%
Statutory audit, certification, review
of separate and consolidated
accounts
- Issuer
491 52.6%
519 55.3%
398 58.6%
362 56.5%
395 42.3%
385 41.1%
201 29.6%
255 39.8%
Audit-related services
- Issuer
7
0.7%
Sub-total
893 95.6%
904 96.4%
30
4.4%
11
1.7%
640 94.3%
9
1.4%
626 97.7%
Other services provided to fully
consolidated subsidiaries
- Legal and tax advice
41
4.4%
34
3.6%
39
5.7%
15
2.3%
Sub-total
41
4.4%
34
3.6%
39
5.7%
15
2.3%
Total fees
934
100%
938
100%
679
100%
641
100%
- Other
NOTE 31 – SUBSEQUENT EVENTS
No significant events occurred between the reporting date and the date of approval of the consolidated financial statements by the
Board of Directors.
174
2012 Annual Report
NOTE 32. SCOPE OF CONSOLIDATION AT OCTOBER 31, 2012
Member of the tax group
GROUP
Club Méditerranée SA
Parent Company
•
% voting
rights
% interest
Method
Club Med Centre d’Appels Européen
100%
100%
Full
•
Club Med Services
100%
100%
Full
•
Club Med Marine
100%
100%
Full
•
Hôteltour
100%
100%
Full
•
Club Aquarius (formerly Loin)
100%
100%
Full
•
SAS du Domaine de Dieulefit
100%
100%
Full
•
Société de Gestion Hôtelière et de Tourisme SA - SGHT
100%
100%
Full
•
Sté Immobilière des Résidences Touristiques - SIRT
100%
100%
Full
•
Sté des Villages de Vacances
100%
100%
Full
•
Club Med Villas et Chalets Holding
100%
100%
Full
•
100%
100%
Full
•
100%
Full
•
Full
•
EUROPE - AFRICA
France
Club Med Villas et Chalets
Club Med Chalets Valmorel (formerly CM Villas La 100%
Caravelle)
100%
Club Med Villas et Chalets Management
100%
38.15%
38.15%
Vacances (Pty) Ltd
100%
100%
Full
Club Méditerranée South Africa (proprietary) Ltd
100%
100%
Full
100%
100%
Full
100%
100%
Full
100%
100%
Full
50%
50%
Full
Club Méditerranée SA Espagne
100%
100%
Full
Servicios Auxiliares del Club Mediterraneo – SACM
100%
100%
Full
Club Méditerranée UK Ltd
100%
100%
Full
Club Méditerranée Services Europe Ltd
100%
100%
Full
Club Méditerranée Hellas
100%
100%
Full
Funhotel Ltd (Ermioni)
100%
100%
Full
100%
100%
Full
84.43%
84.43%
Full
Club Méditerranée Albion Resorts Ltd
22.50%
22.50%
Equity
Albion Development Ltd
100%
100%
Full
100%
100%
Full
45%
45%
Equity
SAS Valmorel Bois de la Croix
Equity
South Africa
Germany
Club Méditerranée Deutschland
Belgium
Club Méditerranée SA Belge
Croatia
Club Méditerranée Odmaralista
Egypt
Belladona Hotels & Tourism
Spain
United Kingdom
Greece
Mauritius
Holiday Villages Management Services Ltd
Compagnie des Villages de Vacances de l’Isle de France
– COVIFRA
Israel
Club Méditerranée Israël Ltd
Italy
New Cefalu Srl
Only the Parent Company Club Méditerranée SA, whose financial statements are subject to publication, represents a
significant share of the Group’s assets and revenue.
2012 Annual Report
175
% voting
rights
% interest
100%
100%
Full
100%
100%
Full
100%
100%
100%
100%
Full
Full
Club Méditerranée Suisse
100%
100%
Full
Holiday Hotels AG
Tunisia
50%
50%
Full
Club Méditerranée Voyages
100%
100%
Full
Club Med Basic Tunisie
SPFT – Carthago
100%
100%
30.51%
32.24%
100%
100%
Full
100%
100%
Full
Club Med Amérique du Sud
100%
100%
Full
•
Vacation Resort
100%
100%
Full
•
Club Med Ferias
100%
100%
Full
•
100%
100%
Full
Club Med Brasil SA
100%
100%
Full
Itaparica SA Empreendimentos Turisticos
51.60%
51.60%
Full
50%
50%
Full
100%
100%
Full
Société Villages Hôtels des Caraïbes – SVHC
53.91%
53.91%
Full
Société Hôtelière du Chablais
100%
100%
Full
Société Martiniquaise des Villages de Vacances
100%
10%
Full
Club Méditerranée (Bahamas) Ltd
100%
100%
Full
Columbus Isle Casino
100%
100%
Full
Holiday Village (Columbus Island)
100%
100%
Full
Shipping Cruise Services Ltd
100%
100%
Full
100%
100%
Full
Club Med Management Services Inc.
100%
100%
Full
••
Club Med Sales Inc.
100%
100%
Full
••
Holiday Village of Sandpiper
100%
100%
Full
••
Sandpiper Resort Properties Inc/SRP
100%
100%
Full
••
Cancun Property SRL
100%
100%
Full
Ixtapa Property SRL
100%
100%
Full
Operadora de Aldeas Vacacionales SA de CV
100%
100%
Full
Vacation Properties de Mexico SA de CV
100%
100%
Full
Villa Playa Blanca SA
100%
100%
Full
Netherlands
Club Méditerranée Holland BV
Portugal
Club Med Viagens lda
Senegal
Société Immobilière et de Gestion Hôtelière de Cap Skirring
Société de Gestion Touristique du Cap
Method
Member of the tax
group
Switzerland
Full
Equity
Turkey
Akdeniz Turistik Tesisler A.S.
Ukraine
Club Méditerranée Ukraine
SOUTH AMERICA
France
Argentina
Club Med Argentina SRL
Brazil
Taipe Trancoso Empreendimentos SA
NORTH AMERICA
France
Club Med Amérique du Nord
•
French West Indies
•
Bahamas
Canada
Club Med Sales Canada Inc.
United States
Mexico
176
2012 Annual Report
% voting
rights
% interest
Method
100%
100%
Full
100%
100%
Full
100%
100%
Full
100%
100%
Full
100%
100%
Full
100%
100%
Full
100%
100%
Full
100%
100%
Full
100%
100%
Full
100%
100%
Full
Club Méditerranée KK
100%
100%
Full
SCM Leisure Development Co Ltd
100%
100%
Full
Holiday Villages of Malaysia Sdn Bhd
100%
100%
Full
Recreational Villages Sdn Bhd
100%
21%
Full
Vacances (Malaysia) Sdn Bhd
100%
100%
Full
Club Med Services Singapore Pte Ltd
100%
100%
Full
Vacances (Singapore) Pte Ltd
100%
100%
Full
100%
100%
Full
Holiday Villages Thaïland Ltd
49.21%
49.21%
Full
Vacances Siam Club Med Ltd
100%
100%
Full
99.94%
99.94%
Full
Member of the tax
group
Dominican Republic
Holiday Village of Punta Cana (formerly Newco)
Turks & Caicos
Holiday Villages Providenciales Turks & Caicos Ltd
ASIA
Luxembourg
Club Med Asie
Australia
Club Med Australia Pty Ltd
China
Shangaï CM Holidays Travel Agency Co
Korea
Club Med Vacances (Korea) Ltd
Hong Kong
Club Méditerranée Hong Kong Ltd
Maldives
Maldivian Holiday Villages Ltd
India
Club Méditerranée Services India Private Ltd
Indonesia
PT Bali Holiday Village
Japan
Malaysia
Singapore
Taiwan
Club Med Vacances (Taiwan) Ltd.
Thailand
Polynesia
Société Polynésienne des Villages de Vacances
Full: Full consolidation
Equity: Equity method
Member of the tax group: France (•) and United States (••)
2012 Annual Report
177
5.1.3 Statutory Auditors’ Report on the Consolidated Financial Statements
Under the provisions of Article L.823-9 of the French
In accordance with the terms of our appointment by the
Annual Shareholders’ Meeting, we present you with the
following report for the year ended October 31, 2012 on:
• our examination of the accompanying annual consolidated
financial statements of Club Méditerranée;
Commercial
Code
relating
to
the
justification
of
our
assessments, we draw your attention to the following:
• Note 2.9 “Impairment of assets” describes the accounting
policies and methods used to determine asset impairments.
As part of our assessment of the reasonableness of the
underlying estimates, we assessed the appropriateness of
• the justification of our assessments
these accounting policies and methods, as well as of the
disclosures made in the Notes. We also reviewed the
• the specific procedures required by law.
consistency of the underlying data and assumptions, and the
The consolidated financial statements have been approved by
documents provided. Furthermore, as stated in Notes 6.2 and
the Board of Directors. Our responsibility is to express an
8.2.2 to the consolidated financial statements, sensitivity tests
opinion on these financial statements based on our audit.
were conducted to assess the robustness of the results.
I.
• Note 2.3.2 “Presentation of the income statement” sets out
OPINION ON THE CONSOLIDATED FINANCIAL
the elements included in Management of Assets Operating
STATEMENTS
We conducted our audit in accordance with the professional
standards applicable in France. Those standards require that
we plan and perform the audit to obtain reasonable assurance
about whether the annual financial statements are free from
material misstatement. An audit includes examining, on a test
basis, or by other means of selection, the evidence supporting
Income, including the costs of site closures, and Note 22
“Management of Assets Operating Income” presents the
components
of
this
aggregate.
We
assessed
the
appropriateness of the methods used and the consistency of
the data and assumptions on which the estimates of Village
deconsolidation costs are based.
the amounts and disclosures presented in the consolidated
The assessments were made in the context of our audit of the
financial statements. An audit also includes assessing the
consolidated financial statements, taken as a whole, and
accounting principles used and significant estimates made by
therefore contributed to the formation of the unqualified
management, as well as evaluating the overall financial
opinion expressed in the first part of this report.
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements have
been properly prepared and give a true and fair view of the
assets and liabilities, financial position and results of
operations of the consolidated companies, in accordance with
the International Financial Reporting Standards (IFRS) and
related interpretations adopted by the European Union.
II.
Justification of our assessments
III.
SPECIFIC PROCEDURES
In accordance with the professional standards applicable in
France, we have also performed specific checks provided for
by law to verify the information provided in the Group’s
Management Report.
We have no matters to report concerning the fairness of this
information and its consistency with the consolidated financial
statements.
Jean-François Viat
ERNST & YOUNG AUDIT
178
2012 Annual Report
5.1.4. Group structure at October 31, 2012
Sales and
marketing
companies
EUROPE AFRICA
France
Service
companies
CM Centre
d’Appels
Européen
Real estate
companies
Service and
real estate
companies
SAS Domaine de
Dieulefit
SVV
SIRT
CM Marine
SAS Valmorel
Bois de la Croix
Other
CMSA
Club Aquarius
(formerly Loin)
SAS Hôteltour
CM Villas et Chalets
South Africa
Vacances Pty
Germany
CM Deutschland
Belgium
CM Belgique
SGHT
Holding
CM Services
Management
CM South Africa
Ltd
CM Odmaralista
Croatia
Belladona Hotels
& Tourism
Egypt
Spain
CM Chalets Valmorel
CM Espagne
SACM
CM UK
United Kingdom
CM Services
CM Hellas
Greece
HV Management
Services
Mauritius
Covifra
Funhotel
Albion
Development
Ltd
CM Albion Resorts
Israel
CM Israel
New Cefalu Srl
Italy
Netherlands
CM Holland
Portugal
CM Viagens
Société de
Gestion
Touristique du
Cap
Senegal
Switzerland
CM Suisse
Société
Immobilière de
Gestion
Hôtelière de
Cap Skirring
Holiday Hotels
SPFT – Carthago
Tunisia
Club Med Voyages
CM Bazic Tunisie
Akdeniz Turistik
Tesisler
Turkey
Ukraine
CM Ukraine
SOUTH AMERICA
Vacation Resort
France
CM Amérique du Sud
CM Ferias
Argentina
Brazil
CM Argentina
Itaparica
CM Brasil
Taipe Trancoso
Empredimentos
2012 Annual Report
179
Sales and
marketing
companies
Service
companies
Real estate
companies
Service and
real estate
companies
Other
NORTH AMERICA
CM Amérique du Nord
France
Sté
Martiniquaise
des Villages de
Vacances
CM Bahamas
French West Indies
Bahamas
Canada
United States
CM Sales
Canada Inc.
CM Sales
Mexico
CM
Management
Services
Operadora de
Aldeas
Vacacionales
SVHC
Sté Hôtelière
du Chablais
Holiday Village
Columbus Isle Casino
(Columbus Island)
Shipping Cruise
Services
Sandpiper Resort
Properties
Holiday Village
of Sandpiper
Villa Playa Blanca
Ixtapa SRL
Vacation Properties de
Mexico
Cancun SRL
HV of Punta
Cana
HV
Providenciales
Dominican
Republic
Turks & Caicos
ASIA
CM Asie
Luxembourg
Australia
CM Australia
China
Shangaï CM
Holidays Travel
Agency Co
CM Vacances
Korea
Korea
SPVV
Polynesia
Hong Kong
CM Hong Kong
Maldivian HV
Maldives
PT Bali HV
Indonesia
India
CM Services
India Private Ltd
Japan
CM KK
Malaysia
Vacances
(Malaysia)
CM Services
(Singapore)
SCM Leisure
Development Co
Singapore
Taiwan
CM Vacances
(Taiwan)
Thailand
Vacances Siam
CM
180
HV Malaysia
Recreational Villages
Sdn Bhd
Vacances (Singapore)
HV (Thaïland)
2012 Annual Report
5.2. SEPARATE FINANCIAL STATEMENTS
5.2.1. Summary
PARENT COMPANY STATEMENT OF FINANCIAL POSITION
ASSETS
10.31.11
10.31.12
Net
Cost
Depreciation,
amortization and
provisions
-
1
(1)
-
Software and licensing
29
131
(101)
30
Goodwill
10
10
-
10
(in € millions)
Notes
Research and development expense
Other intangible assets
Intangible assets
3-1
Land
Net
4
5
-
5
43
147
(102)
45
4
3
-
3
Buildings
11
26
(21)
5
Buildings on land of third parties
79
170
(95)
75
Machinery and equipment
23
88
(68)
20
8
39
(31)
8
Other property, plant and equipment
3-2
125
326
(215)
111
Property, plant and equipment under
construction
3-2
6
10
-
10
314
772
(482)
290
Receivables from investee companies
83
55
-
55
Loans and other non-current financial assets
43
44
-
44
440
871
(482)
389
614
1,354
(799)
555
Investments
3-3
Inventories
4
4
-
4
Trade receivables
3-4
38
33
(3)
30
Other receivables
3-5
324
376
(22)
354
3-6
4
8
(4)
4
Deposits and cash
3-6
9
10
-
10
379
431
(29)
402
Current assets
Prepaid expenses
3-13-1
29
36
-
36
Issue costs of debt
Translation adjustments (assets)
3-13-5
3-14
3
1
3
2
-
3
2
1,026
1,826
(828)
998
Total assets
2012 Annual Report
181
EQUITY AND LIABILITIES
Notes
10.31.11
10.31.12
Share capital
121
127
Additional paid-in capital
604
611
7
7
Retained earnings/(losses)
(322)
(315)
7
(4)
417
426
13
-
13
-
9
8
32
29
41
37
Bonds
85
85
Bank loans
97
59
131
135
313
279
59
57
Trade payables
76
82
Tax and social security liabilities
38
39
114
121
5
6
24
28
29
34
515
491
3-13-2
38
43
3-14
2
1
1,026
998
(in € millions)
Legal reserve
3-7-1
ORANE
Other equity
3-7-2
Provisions for contingencies
Provisions for losses
Provisions for contingencies and losses
3-8
Miscellaneous borrowings and interest-bearing liabilities
Operating liabilities
3-10
3-11
Liabilities on fixed assets and associated accounts
Other liabilities
Miscellaneous liabilities
3-12
Total liabilities
Deferred income
Translation adjustments (liabilities)
182
2012 Annual Report
PARENT COMPANY INCOME STATEMENT
(in € millions)
Notes
Vacation packages - tours - transportation
Services and sales of goods
Revenue
4-1-1
Capitalized goods and services
Other income
Reversals of provisions
4-3
Total income from ordinary activities
2011
2012
930
964
44
46
974
1,010
4
5
20
17
9
8
1,007
1,040
Purchases
4-2-1
(456)
(469)
Outside services
4-2-2
(307)
(312)
(15)
(17)
Employee benefits expense
(180)
(184)
(25)
(24)
(4)
(9)
(2)
(3)
(989)
(1 018)
Operating income
18
22
Investment income
1
2
22
8
6
5
Reversals of provisions
19
11
Positive exchange differences
13
11
Total financial income
61
37
Depreciation, amortization and provision expenses
(29)
(34)
Interest and similar charges
(15)
(11)
Negative exchange differences
(15)
(7)
Other financial expenses
(3)
(4)
Total financial expenses
(62)
(56)
(1)
(19)
17
3
(10)
(3)
Income tax
-
(4)
Net income/(loss)
7
(4)
Depreciation and amortization expense
Provision expense
4-3
Other charges
Total losses from ordinary activities
Income from other transferable securities and receivables from capitalized assets
Other interest and similar income
4-4
Pre-tax operating income
Extraordinary income/(loss)
2012 Annual Report
4-5
183
CHANGES IN NET DEBT
Notes
10.31.11
10.31.12
7
(4)
(in € millions)
OPERATING CASH FLOW
Net profit for the year
Elimination of elements not impacting cash or related to operations
Depreciation, amortization and provisions on fixed assets
11-1
39
47
Other movements
11-2
(18)
(21)
Cash flow
28
22
Change in operating working capital requirements
(4)
12
Net operating cash flow (A)
24
34
(5)
(8)
(21)
(18)
(2)
(1)
11-3
(28)
(27)
11-4
18
29
-
-
18
29
(10)
2
26
(1)
26
(1)
40
35
Debt at beginning of period
(340)
(300)
Debt at end of period
(300)
(265)
NET CASH FROM (USED BY) INVESTMENT ACTIVITIES
Impact of the change of the differences in cash on investment transactions
Purchases of intangible assets
Purchases of property, plant and equipment
Purchases of non-current financial assets
Total from (used by) investments
Impact of the change of the differences in cash on divestment transactions
Sale price of non-current assets
Disposals of other non-current financial assets
Total proceeds from disposals of non-current assets
Net cash from (used by) investment activities (B)
NET CASH USED IN FINANCING ACTIVITIES
Other debt flows
Net cash used in financing activities (C)
Change in debt (A) + (B) + (C)
184
11-5
2012 Annual Report
PARENT COMPANY RESULTS OVER FIVE YEARS
(in € millions)
2008
2009
2010
2011
2012
I - EQUITY AT THE END OF THE YEAR
Share capital
77
113
121
121
127
Number of shares issued
19,377,905
28,281,408
30,232,219
30,250,076
31,822,559
Number of shares paid (weighted)
19,377,905
28,281,408
30,232,219
30,250,076
31,822,559
1,113
992
932
974
1,010
73
84
16
44
46
(10)
(1)
1
-
(4)
(1)
(30)
5
7
(4)
3.25
2.93
0.56
1.45
1.32
(0.05)
(1.06)
0.17
0.23
(0.13)
-
-
-
-
-
8,442
7,203
7,295
6,882
6,286
200
189
174
180
184
II - OPERATIONS AND RESULTS FOR THE YEAR
Pre-tax revenue
Result before tax, employee shareholding, and depreciation,
amortization and provision expenses
Income taxes
Result after tax, employee shareholding, and depreciation,
III - EARNINGS PER SHARE (in euros)
Result after tax and employee shareholding, but before
depreciation, amortization and provision expenses
Result after tax, employee shareholding, and depreciation,
Dividend per share (full entitlement)
IV - PERSONNEL
Number of employees
Amount of total salaries and benefits
2012 Annual Report
185
5.2.2. Notes to the Parent Company
Financial Statements
- the business property tax (contribution foncière des
entreprises, or CFE), assessed on the rental value of assets
subject to property tax, has features similar to the former
business tax.
Club Méditerranée SA is a société anonyme (joint stock
corporation) governed by the laws of France. Its registered
office is at 11 Rue de Cambrai, 75957 Paris Cedex 19, France.
Below are the notes to the Parent Company financial
statements for the fiscal year ended October 31, 2012. The
financial statements are expressed in millions of euros (€
- the levy on business added value (cotisation sur la valeur
ajoutée des entreprises, or CVAE) is assessed on the added
value produced by businesses.
Both the CFE and the CVAE are recognized in the financial
statements as operating expenses.
millions) unless otherwise stated.
1. SIGNIFICANT EVENTS OF THE YEAR
2.1. COMPARABILITY OF FINANCIAL STATEMENTS
1.1. SIGNIFICANT EVENTS
The Parent Company financial statements are comparable to
In December 2011, a new 4-Trident mountain Village was
opened at Valmorel in France. Three non-strategic Villages
were permanently closed (Smir in Morocco, Djerba Méridiana
and Nabeul in Tunisia).
Club Med SA sold the Méribel Aspen Park Village for €20
million in November 2011.
In May 2012, the Company repaid a €50 million loan secured
those published in 2011.
2.2. EVALUATION METHODS
The Company applies CRC Regulation No. 2002-10 dated
December 12, 2002 relating to depreciation and amortization
of assets and CRC Regulation No. 2004-06 dated November
23, 2004 relating to the definition, accounting treatment and
measurement of assets.
by Cancun assets ahead of schedule. The loan originally fell
due on May 31, 2017.
In June 2012, the balance of the ORANE bonds was
redeemed in exchange for 1,564,492 new shares and 535
existing shares.
2.3. FOREIGN CURRENCY TRANSACTIONS
A) ESTABLISHMENTS OPERATING ABROAD
The financial statements of establishments operating abroad
are translated into euros using the historical-rate method, as
1.2. SUBSEQUENT EVENTS
follows:
No significant event has occurred since the fiscal year-end.
- for non-current assets and the corresponding depreciation
and amortization expenses, the historical rate is applied
2. ACCOUNTING POLICIES AND METHODS
- for monetary assets and liabilities, the closing rate is applied
The general accounting conventions have been applied in
- for the income statement (excluding depreciation and
observance of the principle of prudence and in conformity with
the legal and regulatory provisions applicable in France and
with the basic assumptions aimed at providing a true picture of
the Company:
- continuity of operations;
amortization expenses), the average rate for the period is
applied.
Translation
differences
are
posted
to
“Financial
income/(expense)” for the year.
- consistency of accounting methods from one year to the next;
B) REGISTERED OFFICE AND VILLAGES IN FRANCE
- independence of fiscal years
Income and expenses in foreign currencies are recorded at
and in conformity with the general rules for preparing and
presenting annual financial statements.
their equivalent value in euros on the date of the transaction.
Payables, receivables and cash assets in foreign currencies
are stated at their equivalent value in euros at the fiscal year-
The Company follows the rules set forth by the professional
end. Differences arising on the translation of these assets and
accounting plans for hotel industries (CNC Notice 27 dated
liabilities in foreign currencies are posted to unrealized
January 21, 1984) and travel agencies (CNC Notice 34 dated
exchange gains and losses. A provision for contingencies is
March 12, 1984).
established to absorb unrealized exchange losses.
The Finance Act of 2010 reformed French business tax (taxe
professionelle), replacing it with the Contribution Economique
Territoriale (Territorial Economic Contribution, or CET), which
consists of two elements:
186
2012 Annual Report
2.4. INTANGIBLE ASSETS AND PROPERTY, PLANT
AND EQUIPMENT
to market multiples (to determine estimated fair value less
Items posted in the accounts were measured by the historical-
Cash flow projections for subsequent periods are estimated by
cost method, with the exception of non-current assets
a projection over the future duration of the lease, historical
remeasured pursuant to the Act of December 29, 1976.
data over three years, and the budget, based on the
costs to sell).
discounted value of the assets at the end of their useful lives.
The costs of loans to finance capital expenditure are not
included in the acquisition cost of the non-current assets.
The discount rate used is determined based on the weighted
average cost of capital.
The amount of non-current development costs consists of the
charges incurred from the time of the Company’s decision to
When the values so determined are lower than the book value,
undertake and complete the project.
an impairment loss is recognized to write the assets down to
their recoverable value. This is defined as the higher of the
2.4.1. INTANGIBLE ASSETS
value in use and the fair value less costs to sell.
Intangible assets comprise:
Goodwill consists of the business and leasehold rights of the
branch sales offices (see Note 3.1.1.).
- Research and development expense
- Software and licensing
2.4.2. PROPERTY, PLANT AND EQUIPMENT
- Goodwill and leasehold rights of sales offices
Property, plant and equipment are measured using the
historical-cost
method,
which
includes
acquisition
and
- Other intangible assets and assets under development.
production costs.
Intangible assets are recorded at their acquisition or
Production costs include materials and direct labor, as well as
production cost (including incidental expenses) during the
the costs for construction and development.
period in which they were acquired. Amortization is calculated
on a straight-line basis, depending on the expected useful life:
on the useful life of the assets. Useful life is reviewed at each
Financial information and management
system
Accounting and management ERP
Reporting systems
Villages management system
HR management
Other information systems
Depreciation is calculated using the straight-line method based
year-end and adjusted if necessary. The adjustments are
17 years
7 to 10
years
5 to 10
years
3 to 9
years
3 to 5
years
treated as a change in accounting estimates and are made
prospectively.
The individual components of each item of property, plant and
equipment are recognized separately when the estimated
useful life is different from that of the asset as a whole.
The main useful lives are as follows:
Sales systems
Booking system
Internet
Management revenue
Other sales systems
Office automation, software and licenses
26 years
3 to 5
years
13 years
3 to 8
years
3 to 5
years
3 to 10
years
Other amortizable intangible assets
Groundworks, foundations and structures
50 years
Framing and roofing
30 years
External and internal walls
25 years
Utility installations (plumbing, electricity,
heating, etc.)
20 years
Fixed hotel equipment
15 years
Fixtures and fittings (joinery, wall and floor
coverings, windows, etc.)
10 years
Other
Useful lives are reviewed at each year-end and adjusted if
necessary. The adjustments are treated as a change in
accounting estimates and are made prospectively.
3 to 10 years
Property, plant and equipment are subject to annual
impairment tests. When the value in use or market value of
non-current assets is less than the net book value, an
The periods of amortization of the sales system and financial
impairment loss is recorded to write the assets down to their
information
realizable value.
system
software
are
prolonged
if
further
development of these applications changes their useful life.
When Villages are built or renovated, the costs incurred are
Goodwill
shown under fixed assets under construction until the opening
Goodwill (non-amortizable intangible assets) is subject to
date of the Village, which is the starting point for these fixed
impairment testing on an annual basis. Impairment tests are
assets being placed in service.
based on discounted future cash flows (to determine estimated
value in use) and recoverable amounts estimated by reference
2012 Annual Report
187
2.5. NON-CURRENT FINANCIAL ASSETS
2.6. INVENTORIES
2.5.1. INVESTMENTS
Inventories are measured at the lower of cost, calculated by
the weighted average cost method, and net realizable value.
Equity securities are stated at their acquisition cost, less any
Net realizable value is the estimated selling price in the
impairment losses recorded when their market value falls
ordinary course of business less the estimated costs of
below the book value.
completion and the estimated costs necessary to make the
sale.
The costs of securities posted to the statement of financial
position do not include the costs associated with their
acquisition.
2.7. RECEIVABLES
Trade receivables are recognized and accounted for at the
The market value is determined by reference to the share of
initial amount of the invoice, net of write-downs of amounts
equity that the securities represent, at the closing exchange
deemed non-recoverable.
rate for foreign companies. However, given the method of
calculating market value, a decline in the currency is not
always sufficient to justify an impairment of securities.
An impairment loss is recorded when there is objective
evidence that the Company will not be able to recover these
debts. The amount of impairment varies depending on the
The market value is adjusted where applicable to reflect the
actual possibilities of recovering the debt, carefully evaluated
intrinsic value of the companies. The criteria applied are as
on the basis of the assets of the debtor, the complexity of the
follows:
recovery action and the general market situation. Bad debts
- historical elements that were used to assess the original
are written off when it is certain they will not be recovered.
value of the securities;
- current elements such as the profitability of the company or
Cash and cash equivalents are held to meet the Company’s
the real value of the underlying assets;
short-term cash needs. They include cash at bank and in hand,
- future elements corresponding to the prospects for
profitability or realization [of gains] and to future economic
trends.
short-term deposits with an original maturity of less than three
months and money market funds that are readily convertible
into cash. Cash equivalents are defined as short-term, highly
liquid investments that are readily convertible into known
Calculating the value of the securities takes into particular
amounts of cash and which are subject to an insignificant risk
account the maturity of the business (for example, if the
of changes in value.
business is in a launch phase, no provision is established if
future profitability is assured).
Cash assets are recorded at their historical value. When the
net asset value of such investment securities is higher than
Write-downs are recorded on the securities, then on the loans
their purchase price, it may not be used as the value on the
and the current accounts, and finally, if necessary, a provision
statement of financial position; conversely any unrealized
for contingencies is established.
losses are written down.
2.5.2. RECEIVABLES FROM INVESTEE COMPANIES
2.9. PROVISIONS
LOSSES
These are long-term loans to companies in which Club
Méditerranée SA has an equity interest. At each period-end,
FOR
CONTINGENCIES
AND
Provisions are recorded when:
the recoverability of loans is assessed and an impairment loss
- the Company has a (legal or constructive) obligation to a
is recognized if their recoverable amount is less than their
third party resulting from a past event;
book value.
2.5.3. LOANS AND OTHER NON-CURRENT FINANCIAL
ASSETS
Other non-current financial assets include deposits paid and
- it is likely that an outflow of resources representing
economic benefits will be required to extinguish the
obligation, and
- the amount of the obligation can be reliably estimated.
other non-current receivables such as the vendor loan with
Provisions for liability claims correspond to the estimation
Financière CMG. The impairment principles for these assets
made by an insurance broker of the risks associated with the
are the same as for receivables from investee companies.
civil and baggage liability litigation, declared on October 31 of
every year.
188
2012 Annual Report
2.10. PENSIONS
BENEFITS
AND
OTHER
LONG-TERM
Company employees are covered by various plans providing
for the payment of supplementary pensions, length-of-service
awards and other long-term benefits consistent with the laws
and practices in the Company’s host countries. The Company
applies CNC Recommendation No. 2003-R01 in this regard. A
description of the Company’s main plans is provided in Note
3.9.
Curtailments and settlements
Gains or losses on the curtailment or settlement of definedbenefit plans are recognized when the curtailment or
settlement occurs. The gain or loss on a curtailment or
settlement comprises any resulting change in the present
value of the defined-benefit obligation and any related
actuarial gains and losses and past service cost that had not
previously been recognized.
2.11. INTEREST-BEARING LIABILITIES
2.11.1. OCEANE (CONVERTIBLE BONDS EXCHANGEABLE
FOR NEW OR EXISTING SHARES)
Contributions to government plans and other defined-
At October 31, 2012, the Company’s debt included one
contribution plans are recognized as an expense for the period
OCEANE-type bond. Costs related to the issue of these bonds
in which they are due. No provision is recorded as the
are spread out in charges to be allocated over the life of the
Company’s obligation is limited to its contributions to the plan.
bonds. Accrued interest is recorded as interest expense in
proportion to the number of days in the period.
Obligations under defined-benefit plans are measured by the
projected unit credit method. This method involves the use of
2.11.2. CONFIRMED LINE OF CREDIT AND OTHER
BORROWINGS
long-term actuarial assumptions concerning demographic
At October 31, 2012, the Company has a syndicated line of
variables (such as employee turnover and mortality) and
credit and other borrowings related to the La Pointe aux
financial variables (such as future increases in salaries and
Canonniers Village.
discount rates). These variables are reviewed each year.
Actuarial gains and losses – corresponding to the effect of
changes in actuarial assumptions on the amount of the
obligation – are recognized as explained below. These gains
and losses represent assets or liabilities to be amortized.
The interest cost, corresponding to the increase in the
obligation due to the passage of time, is recognized in
The covenants on these loans as at October 31, 2012 have
been met (see Note 19.5.2. to the consolidated financial
statements). The ratios are calculated based on the IFRS
consolidated financial statements of Club Méditerranée Group
as at October 31, 2012.
The costs associated with securing these loans are spread out
over the life of the loans under “Issue costs of debt”.
Treatment of actuarial gains and losses
2.12. FINANCIAL INSTRUMENTS
These actuarial gains and losses from post-employment
benefits constitute assets or liabilities to be amortized. They
The Company uses financial instruments to hedge the interest
are recorded in the income statement according to the corridor
rate risk for the floating-rate portion of its debt and to hedge
method applied plan by plan. Under this method, actuarial
net cash flows in foreign currencies for maturities of one year
gains and losses are recognized in the income statement
or less.
when cumulative unrecognized gains and losses exceed the
Since the hedges are allocated to events that may occur in the
greater of 10% of the present value of the defined-benefit
following year, the unrealized losses and gains resulting from
obligation and 10% of the fair value of plan assets. The portion
the remeasurement of hedging instruments are deferred at the
of actuarial gains and losses that exceeds the 10% corridor is
time of the transaction.
amortized over the average remaining service lives of plan
participants.
2.13. TREASURY SHARES
Club Méditerranée shares held by the Company are
Past service cost
recognized under marketable securities. Gains or losses
Past service cost is the increase in the present value of the
realized on the sale of these treasury shares are recorded
defined-benefit obligation resulting from changes to post-
under “Financial income/(expense)”.
employment benefits or other long-term benefits. Past service
cost is recognized as an expense over the average period until
2.14. STOCK OPTIONS
the benefits become vested. If the benefits are already vested,
The Company has set up stock option plans for members of
past service cost is recognized immediately.
senior management and certain employees.
The stock option plans provide for the issue of new shares that
are not recognized as a capital increase until payments are
2012 Annual Report
189
-
Hôteltour
-
SAS du Domaine de Dieulefit
-
Société Immobilière des Résidences Touristiques
-
Société des Villages de Vacances
-
Société Hôtelière du Chablais
-
Société de Gestion Hôtelière et de Tourisme
provision.
-
Vacation Resort
- “Transportation” revenues are recognized on the travel
-
Club Med Ferias
-
-
Club Med Villas et Chalets
received. The latest plan implemented (Plan Q) was approved
by the Board of Directors on March 12, 2012.
The stock purchase plans do not provide for the issue of new
shares. They refer to treasury shares.
2.15. REVENUES
Services:
- “Stay” revenues are recognized over the period of service
date.
- Other service revenues are recognized in the period in
which the service is carried out.
Sales of goods: revenue from the sale of goods is recognized
-
Club Med Chalets Valmorel (formerly CM Villas La
Caravelle)
when the goods are delivered and the significant risks and
-
Club Med Villas et Chalets Management
-
Club Med Services
The Company has opted for the consolidated tax regime and

Companies joining the tax group on November 1, 2011
has established itself as the head of a group of 18 subsidiaries.
-
None

Companies exiting the tax group on November 1, 2011
Companies included in the tax group on November 1,
-
Club Med World Holding
-
Club Aquarius (formerly Loin Voyages)
The tax agreements binding the Parent Company to the
-
-
-
Club Med Centre d’Appels Européen
-
Club Med Marine
rewards of ownership are transferred to the buyer.
2.16. TAX CONSOLIDATION
As at October 31, 2012 the scope of consolidation includes the
following companies:

2011
subsidiaries are identical and provide that the corporation tax
due from the tax group must be borne entirely by the Parent
Company, without passing on the future tax savings to the
subsidiaries.
3. NOTES TO THE STATEMENT OF FINANCIAL POSITION
3.1. INTANGIBLE ASSETS
3.1.1. COST
Cost at 10.31.11
Acquisitions
Placement
in service
Cost at October 31,
2012
1
-
-
1
124
3
4
131
10
-
-
10
4
5
(4)
5
139
8
-
147
(in € millions)
Goodwill
(1)
(2)
Other intangible fixed assets and assets under
development
Total gross intangible assets
(1)
Capital expenditures during the year focused mainly on improving the functionality of the sales information system.
(2)
Goodwill consists of the business and leasehold rights of the branch sales offices.
190
2012 Annual Report
3.1.2. AMORTIZATION AND IMPAIRMENT
Amortization and
provisions at
10.31.11
Accruals
Reversals
Amortization and
provisions at October
31, 2012
(1)
-
-
(1)
(95)
(6)
-
(101)
Total amortization and provisions on intangible
assets
(96)
(6)
-
(102)
(in € millions)
3.2. PROPERTY, PLANT AND EQUIPMENT
3.2.1. COST
(in € millions)
Cost at
10.31.11
Acquisitions
Sales and
other
(2)
disposals
Reclassifications
and other
Cost at October
31, 2012
4
-
(1)
-
3
285
12
(14)
1
284
45
7
(1)
(2)
49
334
19
(16)
(1)
336
Land
Buildings, machinery and
equipment
Other property, plant and
equipment and assets under
construction
Total gross property, plant and
equipment
(1)
(1)
Capital expenditures during the year mainly focused on the Villages of Yasmina (€4 million), Kamarina (€1 million), Chamonix (€1
million), Marrakech (€1 million), l’Alpe d’Huez la Sarenne (€1 million), Vittel (€1 million), Agadir (€1 million) and the sales offices (€2
million).
(2)
Disposals during the year related mainly to the sale of the Méribel Aspen Park Village (net book value of €5 million)
3.2.2. DEPRECIATION AND IMPAIRMENT
Depreciation
and impairment
at 10.31.11
(in € millions)
Buildings, machinery and equipment of
Villages
Accruals Disposals and
(2)
reversals
Reclassifications
and other
Depreciation and
impairment at
October 31, 2012
(172)
(19)
7
-
(184)
Other property, plant and equipment
and assets under construction
(31)
(2)
2
-
(31)
Total depreciation and impairment
on property, plant and equipment
(203)
(21)
9
-
(215)
3.3. NON-CURRENT FINANCIAL ASSETS
3.3.1. COST
Equity investments
Receivables from investee
companies
Loans and other non-current
financial assets
Total non-current financial
assets
2012 Annual Report
Cost at 10.31.11
Acquisitions and
other increases
Sales and other
disposals
Reclassifications
and other
Cost at October
31, 2012
843
-
(3)
(68)
772
83
-
-
(28)
55
43
1
(1)
1
44
969
1
(4)
(95)
871
191
Details of movements during the year:
Sales and other Reclassifications
disposals
and other
Acquisitions
(in € millions)
Capital increases through incorporation of receivables
2
Société de Gestion Hotelière et de Tourisme - SGHT
2
Merger
(68)
Club Med World Holding
(68)
Disposal - liquidation
(3)
SPFT - Carthago
(2)
Other
(1)
Other
(2)
Club Med Suisse
(2)
Subsidiaries and Investee Companies
-
(3)
(68)
Loans
(28)
Club Med Asie
(28)
SIGHC
(2)
3
Other
(1)
Miscellaneous
Loans and other non-current financial assets
Changes in non-current financial assets
-
-
(28)
1
(1)
1
1
(1)
1
1
(4)
(95)
In October 2012, the Company sold a 6.92% interest in SPFT Carthago for €5 million.
3.3.2. IMPAIRMENT
(in € millions)
Equity investments
Total impairment of non-current
financial assets
(1)
Impairment at
10.31.11
Expenses
(1)
Reversals
(2)
Reclassifications
Impairment at
(3)
October 31, 2012
and other
(529)
(25)
5
67
(482)
(529)
(25)
5
67
(482)
Expenses for impairment reflect the deterioration of the net worth of subsidiaries, including €10 million for Club Med Amérique du
Sud, €8 million for Club Med Amérique du Nord and €2 million for Club Med Hellas (impact on “Financial income/(expense)”, see
Note 4.4).
(2)
Impairment reversals mainly reflect €1 million on shares of SPFT-Carthago, €1 million on shares of Akdeniz Turistik Tesisler and
€1 million on shares of CMCAE.
(3
Reclassifications of €67 million are due to the merger of Club Med World Holding into Club Med SA.
3.4. TRADE RECEIVABLES
Net at 10.31.11
Cost at October 31,
2012
Impairment
Net at October 31,
2012
Trade receivables
38
33
(3)
30
Total trade receivables
38
33
(3)
30
(in € millions)
192
2012 Annual Report
3.5. OTHER RECEIVABLES
(in € millions)
Net at 10.31.11
Cost at October
31, 2012
Impairment
Net at October 31,
2012
Amounts due from suppliers, advances
paid and assets to be received
(1)
Current-account receivables
(2)
Social security and tax receivables
Other receivables
5
5
-
5
291
21
7
339
25
7
(22)
-
317
25
7
Total other receivables
324
376
(22)
354
(1)
The increase in “Other receivables” is primarily due to the €10 million increase in current-account receivables with Club Med
Amérique du Sud and the €11 million increase in current-account receivables with Club Med Management Services Inc.
(2)
The increase in “Social security and tax receivables” is primarily due to the €3 million increase in deductible value added tax.
Net at 10.31.11
Cost at October
31, 2012
Impairment
Net at October
31, 2012
Net asset value
at October 31,
2012
1
3
1
-
1
1
7
(4)
3
9
10
-
10
13
18
(4)
14
(in € millions)
Treasury shares
(1)
(2)
Banks / cash in hand
Total cash and cash equivalents
(1)
The marketable securities are money market funds. The net asset value corresponds to the market value at October 31, 2012.
(2)
Treasury shares correspond to:
- treasury shares acquired under Plan H (stock options plan)
- treasury shares acquired through a liquidity contract under share buyback programs authorized by the Annual Shareholders’
Meetings of March 3, 2011 and March 12, 2012.
Treasury shares were amortized based on the average price in October 2012 (€12.62).
During fiscal 2012, 535 Plan H shares were used to redeem 535 OCEANE bonds.
Number of shares purchased
Number at
Number at
October 31,
Number
Average price
10.31.11
2012
(€)
Treasury shares
222,214
230,733
688,983
14.10
Number of shares sold
Number
679,929
Average price
(€)
14.07
3.7. CHANGE IN SHAREHOLDERS’ EQUITY AND OTHER EQUITY
3.7.1. CHANGE IN SHAREHOLDERS’ EQUITY
At 10.31.11, before Appropriation
(in € millions)
Net
appropriation of netof net profit for profit/(loss) for
profit for the year
fiscal 2011
the year
At October 31, 2012,
Capital
increase
ORANE
before appropriation
of net profit for the
Proposed
appropriation
of net profit
At October 31, 2012
after proposed
appropriation of net
profit
year
Number of shares at €4(1)
Share capital
Contribution, issue or
merger premiums
Legal reserve
30,250,076
7,991
1,564,492
31,822,559
121
-
6
127
604
-
7
611
7
(322)
7
7
(7)
(4)
417
-
(4)
EQUITY
(319)
292
7
Retained earnings/(losses)
SHAREHOLDERS’
127
-
13
7
(315)
315
-
(4)
4
-
426
-
426
(1)
The number of shares remaining to be issued at October 31, 2012 under employee stock option and bonus share plans is
1,488,328.
2012 Annual Report
193
In fiscal 2012, 7,991 stock options were exercised.
3.7.1. CHANGE IN OTHER EQUITY
10.31.11
10.31.12
ORANE
13
-
OTHER EQUITY
13
-
1,565,027
-
(in € millions)
Number of ORANE bonds
In fiscal 2011, 17,777 ORANE bonds were redeemed for new shares.
At October 31, 2012, the balance of the ORANE bonds was redeemed in exchange for 1,564,492 new shares and 535 existing
shares.
Features of the ORANE bond issue:
Number of
bonds
issued
ORANE
5,962,432
Expiry Nominal
Coupon
date
value
June 8,
2012
€8.55
5.00%
Conversion
ratio
ORANE
converted
in 2009
ORANE
converted
in 2010
ORANE
converted
in 2011
ORANE
converted
in 2012
1 Club
Méditerranée
share for 1
bond
2,444,065
1,935,563
17,777
1,565,027
options will be exercisable from March 12, 2015 until March
3.7.3. DESCRIPTION OF STOCK OPTION AND BONUS
11, 2020; this Plan Q does not make provision for cash-based
SHARE PLANS
settlement. The option exercise price corresponds to the
The stock options granted to members of senior management
and certain permanent employees of the Group are
exercisable for new shares, with the exception of Plan H
options, which are exercisable for existing shares. The plans
do not allow for options to be cash-settled and do not include
any vesting conditions based on market conditions or
performance targets. Since Plan O, no stock options have
been allocated to corporate officers.
All outstanding options granted until and through the year
2004 have a 10-year life. Those granted since 2005 have an
eight-year life.
average of the closing prices quoted for Club Méditerranée
shares over the twenty trading days preceding the grant date.
No stock options were granted to corporate officers under this
plan. The vesting of rights allocated to members of the Senior
These performance criteria are linked to the achievement of
the Company’s strategic objectives. Since they are not linked
to market data, they were not factored into the valuation of
Plan Q.
In 2011, the Board of Directors granted members of senior
management and certain employees 240,000 stock options at
Plan G5 expired during fiscal 2012 without any of the options
an exercise price of €17.32. These options are exercisable
having been exercised. 7,991 stock options (Plan N) were
from March 3, 2014 until March 2, 2019; this Plan P does not
exercised in the fiscal year. No options were exercised by the
make provision for cash-based settlement. The option
corporate officers.
exercise price corresponds to the average of the closing
Plans G3 and G4 expired during fiscal 2011 without any of the
options having been exercised.
prices quoted for Club Méditerranée shares over the twenty
trading days preceding the grant date. No stock options were
granted to corporate officers under Plan P. As with Plan Q, the
On March 12, 2012, the Board of Directors used the
vesting of rights allocated to members of the Senior
authorization given at the Annual Shareholders’ Meeting of
March 3, 2011 to
grant members of senior management and certain employees
230,000 stock options at an exercise price of €16.13. These
194
2012 Annual Report
3.8. PROVISIONS FOR CONTINGENCIES AND LOSSES
(1)
Pension commitments
(2)
Long-term benefits
Civil liability
Financial risks (provisions for net worth of
subsidiaries)
Foreign exchange loss
Provisions for special contingencies
(3)
- Provisions for legal and tax contingencies
(4)
- costs for restructuring and site closures
Total provisions for contingencies and losses
(1)
(2)
(3)
(4)
Accruals
Reversals
(utilized
provisions)
Reversals
(unutilized
provisions)
Provisions at
October 31,
2012
17
1
3
1
(1)
2
(1)
(1)
(1)
17
3
5
1
(3)
-
3
1
2
(1)
-
2
7
7
41
4
5
15
(1)
(7)
(14)
(3)
(5)
7
5
37
Provisions
at 10.31.11
(in € millions)
The methods of calculating the provision associated with pension commitments are laid out in Note 2.10. The detailed calculation
is shown in Note 3.9.
The provision is for long-term benefits for corporate officers. In 2012, this provision was reversed for €0.8 million.
Provisions for litigation cover commercial claims, employee claims, and disputes with government agencies. The nature of the
Group’s business and the fact that its operations are conducted in a large number of countries with differing regulations is a source
of operating difficulties and can lead to disputes with suppliers, owners, employees or local authorities.
Provisions related to the closure of Villages.
PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS
Subsequent to the sale of Jet tours in 2008, the buyer objected to the sale price, which it considered too high. In January 2010 the
buyer sued Club Méditerranée and its subsidiary Hôteltour, seeking compensation for the alleged harm. On March 30, 2012, the
Nanterre Commercial Court dismissed all the buyer’s claims, a decision which the buyer appealed on May 9, 2012. The Company
believes that the buyer’s action is unfounded.
In fiscal 2011, a company that acquired a property complex in Italy from Club Méditerranée in 2005 took the Company to court to
obtain the revocation, cancellation or termination of the sale contract.
3.9. PENSION COMMITMENTS: DEFINED BENEFIT
PLANS
3.9.2. FUNDED STATUS OF DEFINED-BENEFIT PLANS
3.9.1. MAIN ACTUARIAL ASSUMPTIONS
The Company’s obligations under defined-benefit plans are
measured by the projected unit credit method. This method
involves the use of long-term
actuarial assumptions concerning demographic variables
(such as employee turnover and mortality) and financial
variables (such as future increases in salaries and discount
(in € millions)
Present value of the unfunded
obligation
Unrecognized actuarial gains and
losses
Net liability recognized in the
statement of financial position
2011
2012
16
18
1
(1)
17
17
rates). These variables are reviewed each year. Actuarial
gains and losses – corresponding to the effect of changes in
actuarial assumptions on the amount of the obligation – are
recognized as explained below. These actuarial differences
are taken into account using the corridor method described in
Note 2.10. “Pensions and other long-term benefits”.
The assumptions made by the Company regarding the main
plans are as follows:
2011
2012
Discount rate
4,3%
3,0%
Long-term salary increases
3,6%
3,7%
2012 Annual Report
195
3.9.3. CHANGES TO DEFINED-BENEFIT PLANS
(in € millions)
3.10. INTEREST-BEARING LIABILITIES
2011
2012
3.10.1.
BORROWINGS
AND
INTEREST-BEARING
LIABILITIES
Defined-benefit obligation at November 1
13
16
Service cost
1
1
Interest cost (discounting adjustment)
0
1
Actuarial (gains) and losses for the period
3
1
(1)
(1)
Defined-benefit obligation at periodend
16
18
10.31.11
10.31.12
Bonds
85
85
Bank loans and borrowings
97
59
Borrowings
69
17
Syndicated line of credit
10
20
LIABILITIES (in € millions)
Accrued interest
2
Bank credit facilities
3.9.4. ANALYSIS OF DEFINED-BENEFIT PLAN COSTS
(in € millions)
Service cost
Actuarial gains and losses recognized
in the period
Curtailments/settlements
Cost recognized in employee
benefits expense
Interest cost
Cost recognized in financial
income/(expense)
Total recognized (expense)/income
2011
(1)
0
-
0
1
(1)
0
0
(1)
0
(1)
(1)
(1)
22
131
135
Deposits received
1
1
Other similar loans and
borrowings
1
1
129
133
313
279
Miscellaneous borrowings and
2012
(1)
16
Current-account payables
Payables to investee companies
The main interest-bearing liabilities are:
-
OCEANE 2015 : On October 7, 2010 a new OCEANE
bond was issued for €80 million with a maturity date of
November 1, 2015.
OCEANE 2015
Amount of the issue (in €)
79,999,992
4,888,481
Senior managers are covered by a supplementary defined-
Start date for interest
accruals
Maturity
contribution pension plan managed by an outside fund, with
Coupon
3.9.5. SENIOR MANAGEMENT PENSION
contributions representing 5% of their gross compensation for
the portion capped at eight times the annual Social Security
Conversion ratio at maturity
ceiling, beyond which the contribution rate is 10%.
07-10-10
01-11-15
6.11%
1 Club Méditerranée share
for 1 bond
Total contributions to this plan paid on behalf of members of
the Senior Management Committee amounted to €0.3 million
bonds outstanding.
in fiscal 2012, unchanged from fiscal 2011.
Costs related to this OCEANE issue in the amount of €2
million are spread out in charges to be allocated over the life of
the bonds.
- Syndicated line of credit: (Expires in 2014):
Club Med SA has a €100 million syndicated line of credit
obtained on December 10, 2009 and expiring in December
2012. This line was renegotiated in December 2011, extending
its term by two years until December 2014. This line of credit is
subject to various bank covenants (see Note 19.5.2 to the
consolidated financial statements). The syndicated line of
credit is secured by a lien on the shares of companies that
196
2012 Annual Report
own three of the Group’s Villages. At October 31, 2012, €20
3.12. MISCELLANEOUS LIABILITIES
million of this line had been drawn.
The costs associated with securing the line of credit,
amounting to €2 million, are spread out over the life of the
credit line under “Issue costs of debt”.
-Loans :
The balance of €17 million consists of the loan for La Pointe
aux Canonniers Village (€17 million due in January 2018).
10.31.11
10.31.12
4
3
Suppliers of non-current
assets - invoices not received
1
3
Total liabilities on fixed
assets and associated
accounts
5
6
18
24
(in € millions)
Payables due to suppliers of
non-current assets
Current accounts
This amortizable loan facility for the renovation of the La
Pointe aux Canonniers Village is secured by a lien on the
Miscellaneous payables
6
4
shares of the company that owns the Village.
Total other non-current
liabilities
24
28
Total miscellaneous noncurrent liabilities
29
34
The costs associated with the loan for the La Pointe aux
Canonniers Village (€0.2 million) are spread out over 10.5
years under “Issue costs of debt”.
The loan for Cancun (€50 million due in May 2017) was repaid
in advance on May 31, 2012 and the costs associated with the
loan have been fully amortized.
The €5 million increase in “Miscellaneous liabilities” mainly
reflects the change in “Other non-current liabilities”. The
current account with Club Med Centre d’Appel Européen
(CMCAE) was increased by €8 million. Shares of SAS
Valmorel Bois de la Croix were paid up in the amount of €2
3.10.2. GLOBAL BREAKDOWN BY CURRENCY
million.
Long-term borrowing and interest-bearing liabilities are mainly
3.13. ADJUSTMENT ACCOUNTS
denominated in euros.
3.13.1. PREPAID EXPENSES
3.10.3.
BORROWINGS
AND
INTEREST-BEARING
Prepaid expenses recognized at year-end came to €36 million.
By nature, they correspond to the items indicated above
LIABILITIES: BREAKDOWN BY INTEREST RATE
relating to purchases of goods or services to be delivered at a
10.31.11
10.31.12
166
122
Floating-rate interest-bearing
liabilities
147
157
313
279
(in € millions)
Fixed-rate interest-bearing
liabilities
3.11. OPERATING LIABILITIES
10.31.11
10.31.12
Trade payables
44
46
Suppliers - invoices not received
32
36
Total trade payables and
associated accounts
76
82
Personnel
16
15
Corporate management bodies
14
13
8
11
38
39
114
121
(in € millions)
later date, in whole or in part.
10.31.11
10.31.12
Transportation purchases
12
13
Rent
10
13
Tickets for vacation packages, bed
and breakfasts, tours and other
hotel services
3
4
Purchases of goods, raw materials
and other services
4
6
29
36
(in € millions)
Total prepaid expenses
3.13.2. DEFERRED INCOME
Deferred income recognized at year-end came to €43 million.
It mainly corresponds to the share of vacation packages used
in the following year.
Total tax and social security
liabilities
Total operating liabilities
2012 Annual Report
(in € millions)
Sales and marketing activity
CM Gym brand
Total deferred income
10.31.11
10.31.12
35
41
3
2
38
43
197
4. NOTES TO THE INCOME STATEMENT
3.13.3. ACCRUED INCOME
(in € millions)
10.31.11
10.31.12
3
3
1
1
-
1
Other accrued income
3
2
(in € millions)
Vacation packages - tours transportation
Total accrued income
7
7
Customers - invoices to be
prepared
Suppliers - assets to be
received
Tax and social security
receivables
3.13.4. ACCRUED EXPENSES
10.31.11
10.31.12
Accrued interest on OCEANE
5
5
Interest on borrowings and bank
overdrafts
2
-
Suppliers - invoices not received
32
36
1
3
19
19
1
1
60
64
(in € millions)
Suppliers - invoices not received on
non-current assets
Employees and other social
institutions
Budget
Total accrued expenses
4.1. REVENUE
4.1.1. REVENUES BY BUSINESS CATEGORY
2011
2012
930
964
Services
31
31
Sales of goods
13
15
Total revenues
974
1,010
4.1.2. REVENUES BY GEOGRAPHICAL MARKET
(in € millions)
2011
2012
Metropolitan France
563
616
Abroad
411
394
Total revenues
974
1,010
4.2. OPERATING EXPENSES
4.2.1. OPERATING EXPENSES: PURCHASES
3.13.5. ISSUE COSTS OF DEBT
(in € millions)
(in € millions)
10.31.11
10.31.12
3
3
2011
2012
54
56
176
175
176
186
underwriting of long-term borrowings, syndicated lines of credit,
Purchases of goods and
raw materials
Tickets for vacation
packages, bed and
breakfasts, tours and other
hotel services
and the issue of OCEANE 2015 bonds still to be amortized.
Transportation purchases
3.14. Translation adjustments
Services
31
31
Other purchases
19
21
Total purchases
456
469
47%
46%
Issue costs of debt
These are commitment fees and expenses associated with the
10.31.11
10.31.12
Tunisian dinar
1
2
Total unrealized exchange
loss
1
2
10.31.11
10.31.12
Swiss franc
1
-
Other
1
1
Total unrealized exchange gain
2
1
(in € millions by currency)
(in € millions by currency)
198
% of revenues
2012 Annual Report
4.2.2. Operating expenses: External Services
4.4. FINANCIAL INCOME/(EXPENSE)
2011
2012
109
118
Upkeep and maintenance
19
19
Commissions
55
55
3
3
24
24
9
9
Fees
20
16
Other outside services
68
68
(in € millions)
Fixed-asset leases
2011
2012
(14)
(9)
(6)
(3)
-
2
OCEANE and ORANE coupons and
redemption premium
(6)
(5)
Amortization of issue costs for
OCEANE and ORANE bonds
(2)
(2)
-
(1)
13
(10)
Impact on net worth of subsidiaries
3
(16)
Dividends received
2
2
Interest on loans, borrowings and
current accounts
8
7
Gain/(loss) on cancelled shares
-
(3)
(1)
(19)
(in € millions)
Impact on Business:
Interest
Exchange gains/(losses)
Credit card fees
Advertising, promotion
Provision for pension commitments
Insurance
Total outside services
% of revenues
307
312
32%
31%
Impact on Holding :
(Expense)/Income from subsidiaries:
The negative change of €18 million from 2011 to 2012 is
4.3. OPERATING
REVERSALS
PROVISION
EXPENSES
AND
mainly attributable to the deterioration in the net assets of
subsidiaries of €19 million.
2011
2012
Provisions for contingencies and
losses
3
1
Provisions for trade receivables
2
(1)
(in € millions)
Provisions for fixed assets
-
(1)
Total operating provision
expenses and reversals
5
(1)
(in € millions)
4.5. EXTRAORDINARY PROFIT/(LOSS)
2011
2012
Sales of intangible, tangible and
financial fixed assets
(3)
19
Village deconsolidation costs
(7)
(22)
(10)
(3)
Total extraordinary profit/(loss)
The extraordinary result in 2011 mainly reflects a €7 million
provision for costs of Village closures, the €5 million loss on
the liquidation of shares of Hoteles y Campamentos
(HOCASA), and the €3 million gain on the sale of shares of
Italian investee companies.
Disposals of fixed assets in 2012 consist primarily of the sale
of the Méribel Aspen Park Village (€15 million) and the
disposal of equity investments (€6 million). Club Med SA sold
the remainder of its 2.5% interest in Société Immobilière de la
Mer (SIM) and 6.92% of its stake in Société de Promotion et
de Financement Touristique Carthago.
Village deconsolidation costs in 2012 comprise mainly
provisions and costs related to permanent closures of Villages
as well as asset impairments.
2012 Annual Report
199
4.6. CORPORATE INCOME TAX
4.6.1. TAX EXPENSE
The tax group has a combined loss carried forward at October 31, 2012 of €242 million.
4.6.2. UNRECOGNIZED DEFERRED TAX RECEIVABLES AND PAYABLES
10.31.11
(in € millions)
Assets
Losses carried forward
Equity and
Liabilities
Change
Assets
265
10.31.12
Equity and
Liabilities
Assets
23
242
Equity
and
Liabilities
The change of €23 million reflects a €5 million adjustment of the real bases for 2011 and an €18 million adjustment in taxable
income for 2012.
5. OTHER INFORMATION
5.1. RECEIVABLES AND LIABILITIES BY DUE DATE
RECEIVABLES
Total 2012
At one year
€ millions
At more than
one year
Of non-current assets
55
55
Loans
10
Other non-current financial assets
34
Total receivables from non-current assets
99
3
Trade receivables and related accounts
33
33
Tax and social security receivables
25
25
Group and associates
339
144
Amounts due from suppliers, advances paid and assets to be received
5
5
Other receivables
7
7
Total receivables from current assets
409
214
Prepaid expenses
36
36
Issue costs of debt
3
1
2
Total receivables
547
254
293
3
7
34
96
Of current assets
200
195
195
2012 Annual Report
Total 2012
Up to 1 year
Between 1
and 5 years
85
5
80
Bank loans and borrowings
at 2 years at origination
59
24
27
8
Miscellaneous borrowings and interest-bearing liabilities
Total borrowings and other interest-bearing liabilities
Advances and payments on account from customers
Trade payables
Tax and social security liabilities
135
279
57
82
39
29
57
82
39
107
135
143
Liabilities on fixed assets and associated accounts
Group and associates
Other liabilities
Total liabilities
Deferred income
Total liabilities
6
24
4
212
43
534
6
24
4
212
41
282
2
109
143
LIABILITIES
€ millions
Bonds
More than 5
years
5.2. OFF-BALANCE-SHEET COMMITMENTS GIVEN OR RECEIVED
CATEGORIES OF COMMITMENTS
(in € millions)
Miscellaneous
(rents, loans, sales,
etc.)
Total
GIVEN
Europe - Africa
North America
Fully consolidated
companies
Other
17
145
43
85
40
36
4
17
7
5
5
202
86
94
22
7
7
South America
Asia/Pacific
Total commitments and guarantees
given
RECEIVED
Received from travel agencies
Write-off of receivables (return to better
fortunes clause)
52
52
Construction - Building site work
3
3
Total commitments and guarantees
received
62
10
MUTUAL COMMITMENTS
Unutilized amounts of a confirmed line of
credit
Forward currency purchases/sales
80
80
Total mutual commitments
50
50
130
130
52
Severance compensation corresponding to two years of gross pay will be provided in the event of termination of the Chairman and
Chief Executive Officer or the Executive Vice-President, unless termination is due to gross or willful misconduct (see Note 28.4. to
the consolidated financial statements).
5.3. COMMITMENTS UNDER NON-CANCELABLE OPERATING LEASES
Details of minimum future lease payments due under these non-cancelable operating leases are shown below. The amounts are
indexed at the last known rate.
Total rents
payable
2013
2014
2015
2016
2017
2018 to 2022
2023 to
2032
2033
and
beyond
955
118
116
111
110
108
298
89
5
(in € millions)
Remaining rents due
2012 Annual Report
201
6. AVERAGE NUMBER OF EMPLOYEES
Largest average monthly staff number for the year is shown.
2011
2012
Executives
725
725
Employees
6,157
5,561
Total
6,882
6,286
Executives and permanent employees (registered office, country
representative offices and G.O. Villages)
2,197
2,086
Other Village personnel
4,685
4,200
which can be broken down into:
As at October 31, 2012, employees had accumulated 142,231 hours in statutory employee training rights in France.
202
2012 Annual Report
SUBSIDIARIES AND EQUITY INVESTMENTS
Club Méditerranée SA consolidates its direct subsidiaries
(in € millions)
Subsidiaries
Club Aquarius (formerly Loin Voyages)
Club Med Centre d’Appel Européen
Club Med Marine
Domaine de Dieulefit
Hôteltour
Société de Gestion Hôtelière et de Tourisme
Société Immobilière des Résidences Touristiques
TOTAL SUBSIDIARIES IN FRANCE
Akdeniz Turistik Tesisler
Belladona Company for Hotel and Tourism
Club Med Albion Resort
Albion Development Ltd
Club Med Asie
Club Med Deutschland
Club Med Holland
Club Med Odmaralista
Club Med Ukraine
Club Med Services
Club Med Viagens
Club Méditerranée Belgique
Club Méditerranée Espagne
Club Méditerranée Hellas
Club Méditerranée Israël
Club Méditerranée Services Europe LTD
Club Méditerranée Suisse
Club Méditerranée UK
CM Bazic
Covifra
Holiday Villages Management Services
Immobiliaria Binigaus (1)
New Cefalu Srl
Servicios Auxiliares del Club Méditerranée
Société Immobilière et de Gestion Hotelière du Cap
Skirring
Club Med South Africa
Vacances Proprietary Ltd
Currency
Rate at
October 31,
2012 of
currency
versus euro
% held
Equity
capital * (in
millions of
local units)
Book
value of
securities
Impairment of
securities
Receivables
from investee
companies **
Impairment of
loans and
advances
Net book
value of
securities,
loans
Amount of
securities
and
guarantees
Net profit/(loss)
from last fiscal
year (in
millions of local
units)
Revenue from
last fiscal year
(in millions of
local units)
Dividends
received
during the
year
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
1
(6)
(11)
2
12
10
72
(1)
-
11
341
47
17
27
8
77
7
3
(10)
(279)
(41)
(15)
(15)
(5)
(7)
(3)
5
-
-
1
62
11
2
12
8
72
-
1
-
(12)
(9)
1
(2)
(1)
(1)
-
11
31
5
-
-
100.00
50.00
22.50
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
84.43
100.00
50.00
45.00
100.00
27
36
15
3
41
(9)
1
(1)
(5)
3
21
(17)
2
4
(3)
541
(120)
1
6
538
40
5
4
5
5
3
1
1
6
2
99
6
7
2
12
1
1
7
(375)
(25)
(1)
(2)
(3)
(1)
(3)
(2)
(55)
(6)
(5)
(1)
(1)
5
3
18
26
-
-
168
15
5
3
3
5
1
6
62
2
2
38
1
6
1
6
8
-
4
5
(1)
(12)
(1)
1
(2)
1
1
(27)
127
1
-
43
6
4
9
6
25
3
16
3
12
61
2
55
11
138
1,436
-
-
100.00
100.00
100.00
919
(1)
5
1
-
-
-
-
1
-
-
331
2
1,006
277
1
TOTAL FOREIGN SUBSIDIARIES
208
(105)
47
150
14
1
TOTAL SUBSIDIARIES
746
(480)
52
318
15
1
203
EUR
EUR
EUR
EUR
EUR
EUR
EUR
EUR
EUR
EUR
TRY
EGP
EUR
EUR
EUR
EUR
EUR
HRK
UAH
EUR
EUR
EUR
EUR
EUR
ILS
GBP
CHF
GBP
TND
MUR
MUR
EUR
EUR
EUR
XOF
ZAR
ZAR
2.331
7.918
7.527
10.570
5.040
0.807
1.208
0.807
2.034
39.400
39.400
655.957
11.269
11.269
(in € millions)
Currency
Rate at
October 31,
2012 of
currency
versus euro
% held
Equity
capital * (in
millions of
local units)
Receivables
from investee
companies **
Impairment of
loans and
advances
Net book
value of
securities,
loans
Amount of
securities
and
guarantees
Net
profit/(loss)
from last fiscal
year (in
millions of
local units)
Revenue from
last fiscal year
(in millions of
local units)
Dividends
received
during the
year
Book
value of
securities
Impairment of
securities
2
-
-
-
-
-
-
-
-
-
8
2
-
-
-
2
-
(2)
59
-
17
7
-
3
-
10
2
-
-
-
12
2
Equity investments
Sem Pompadour (2)
International Fitness Holding
EUR
19.90
EUR
11.16
EUR
38.15
TOTAL EQUITY INVESTMENTS IN FRANCE
Club Med Voyage (Tunisia)
Holiday Hotels
Immobiliaria Challenger (3)
Société de Promotion et de Financement Touristique
Carthago
Société d’Etudes et de Promotion Touristique Hammamet
(2)
9
TND
CHF
2.034
1.208
EUR
49.00
50.00
33.33
TND
2.034
30.50
TND
2.034
18.50
3
0
-
-
-
-
-
-
3
-
-
-
3
8
0
-
0
2
-
19
-
1
(1)
-
-
-
-
-
-
-
67
8
11
2
(1)
-
-
11
1
-
11
1
4
1
-
17
(2)
15
8
-
-
-
-
-
26
(2)
3
27
10
1
772
(482)
55
345
25
2
TOTAL FOREIGN EQUITY INVESTMENTS
Other equity interests (share of capital ownership less than 10%)
TOTAL EQUITY INVESTMENTS
OVERALL TOTAL
-
-
1
-
-
-
Subsidiaries are companies in which the percentage holding is at least 50% and equity investments are companies in which the percentage holding is between 10% and 50% of the share capital.
Information on French subsidiaries is based on the individual financial statements to October 31, 2012 (IFRS for others)
* Equity capital including net profit/(loss) for the year
** Including interest on loans
(1) Statement of financial position and income statement to 31.10.10
(2) Statement of financial position and income statement to December 31, 2011
(3) Statement of financial position and income statement not available
(4) The €3 million convertible bond recognized under “Loans and other non-current financial assets” is not mentioned above
204
At October 31, 2011, Club Med SA had 11 French subsidiaries, 26 foreign subsidiaries, three French associates and five foreign
associates. At October 31, 2012, Club Med SA had 10 French subsidiaries, 27 foreign subsidiaries, three French associates and five
foreign associates.
The French subsidiary Club Med World Holding was merged into Club Méditerranée SA.
The Company acquired a 45% stake in New Cefalù Srl.
Club Méditerranée sold 6.92% of its holdings in Société de Promotion et de Financement Touristique Carthago, reducing its stake in
the company to 30.5%.
8. ITEMS RELATING TO ASSOCIATED ENTERPRISES AND EQUITY INVESTMENTS
Gross amounts relating to enterprises
(1)
held as equity
investment
745
27
52
3
Loans and other non-current financial
assets
-
3
338
1
24
-
133
-
(in € millions)
associated
Assets
Investments
Other receivables
Equity and Liabilities
Other Group liabilities
Other non-current financial liabilities
Net income/(loss)
Investment income (dividends)
Other financial income
Financial expenses
(2)
(2)
(1)
including Holiday Hotels (fully consolidated equity investment)
(2)
including expenses and reversals of provisions related to net worth of subsidiaries
1
1
19
1
(32)
-
9. COMPENSATION TO MEMBERS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES
OF THE PARENT COMPANY
(in € thousands)
Total compensation allocated to Board members (directors’ fees paid to board
members and non-voting directors)
Gross amount of total compensation paid to members of the Senior
Management Committee including the corporate officers for the year
2011
2012
305
305
4,036
4,514
10. PROFIT SHARING
No profit-sharing reserve was released for the year under the Group’s derogation agreement.
2012 Annual Report
205
11. NOTES TO THE STATEMENT OF CASH FLOWS
11.1. DEPRECIATION, AMORTIZATION AND PROVISIONS
2011
2012
5
6
Depreciation, amortization and provisions on property, plant and equipment
20
21
Depreciation, amortization and provisions on non-current financial assets
14
20
Depreciation, amortization and provisions
39
47
(in € millions)
Depreciation, amortization and provisions on intangible assets
11.2. OTHER MOVEMENTS
2012
(in € millions)
Provisions for trade receivables and provisions for contingencies related to
subsidiaries’ net worth
Impact of historical rate and latent change
Merger loss
Disposal gains/(losses), net
(3)
(1)
1
(2)
0
3
2
(19)
Write-off of receivables and return to better fortune clause
Other
(16)
(2)
0
(2)
Other movements
(18)
(21)
2011
2012
(5)
(21)
(8)
(18)
(2)
(1)
(28)
(27)
11.3. ACQUISITIONS OF NON-CURRENT ASSETS
(in € millions)
Purchase of intangible assets
(1)
Purchase of property, plant and equipment
Purchase of non-current financial assets
(2)
(1)
The main capital expenditures on property, plant and equipment in 2012 are detailed in Note 3.2.1.
(2)
The main financial investments in 2012 are detailed in Note 3.3.1.
11.4. DISPOSALS
Disposals in fiscal 2012 relate mainly to the sale of the Méribel Aspen Park Village and of securities (see Note 1.1).
11.5. NET CASH FROM (USED BY) FINANCING ACTIVITIES
2011
2012
Capital increase/loans with related parties
(3)
(1)
Club Med Belgique
(3)
(in € millions)
Miscellaneous
Decrease/loans with related parties
(1)
29
-
Club Med Deutschland
Club Aquarius
Club Med Asie
Albion Development Limited
Net cash from (used by) financing activities
206
23
6
26
(1)
2012 Annual Report
5.2.3 Statutory Auditors’ Report on the Parent Company’s Financial Statements
Note 2.5.1 “Equity securities” of the notes to the financial
In accordance with the terms of our appointment by the Annual
Shareholders’ Meeting, we present you with the following
report for the year ended October 31, 2012 on:
statements describes the assessment methods used for equity
securities. We assessed the appropriateness of the accounting
methods employed, examined, as needed, the related
documentation, evaluated the consistency of the underlying
• our examination of the accompanying annual financial
data, and reviewed the calculations made by the Company.
statements of Club Méditerranée (the Parent Company)
Based on this work, we assessed the reasonableness of the
estimates used.
• the justification of our assessments
These assessments were made in the context of our audit of
• the specific procedures and disclosures required by law.
the annual financial statements, taken as a whole, and
The Parent Company Financial Statements have been
therefore contributed to the formation of the unqualified
approved by the Board of Directors. Our role is to express an
opinion expressed in the first part of this report.
opinion on these financial statements based on our audit.
III.
I.
Opinion on
financial statements
the
parent
Specific procedures and disclosures
company
We have also performed the specific procedures required by
law, in accordance with professional standards applicable in
We conducted our audit in accordance with the professional
standards applicable in France. Those standards require that
we plan and perform the audit to obtain reasonable assurance
about whether the annual financial statements are free from
material misstatement. An audit includes examining, on a test
basis, or by other means of selection, the evidence supporting
the amounts and disclosures presented in the annual financial
statements. An audit also includes assessing the accounting
France.
We have no matters to report concerning the fairness and
consistency with the annual financial statements of the
information provided in the Board of Directors’ Management
Report and the documents addressed to the shareholders
concerning the Company’s financial position and the annual
by
With respect to the information provided pursuant to Article
management, as well as evaluating the overall financial
L.225-102-1 of the French Commercial Code on the
statement presentation. We believe that our audits provide a
compensation and benefits paid to corporate officers and
reasonable basis for our opinion.
commitments undertaken in their favor, we have verified the
principles
used
and
significant
estimates
made
In our opinion, the annual financial statements have been
properly prepared in accordance with French accounting rules
and principles and provide a true and fair view of the results of
operations for the year as well as the Company’s assets and
liabilities and financial position at the end of the fiscal period.
consistency of this information with the financial statements or
with the data used a basis for the financial statements and,
where applicable, with the supporting documents gathered by
the Company from companies controlling the Company or
controlled by the Company. On the basis of this work, we
confirm the accuracy and fairness of this information.
Pursuant to the law, we have verified that the Management
II.
Report contains the appropriate disclosures about the identity
Justification of our assessments
of holders of capital.
Under the provisions of Article L.823-9 of the French
Commercial
Code
relating
to
the
justification
of
our
assessments, we draw your attention to the following:
Jean-François Viat
2012 Annual Report
ERNST & YOUNG AUDIT
207
ADDITIONAL LEGAL INFORMATION
6. ADDITIONAL LEGAL INFORMATION
6.1. GENERAL INFORMATION ABOUT CLUB MÉDITERRANÉE
COMPANY NAME
- the fitting out, management and maintenance of tourist
accommodation establishments;
- the provision of food and beverages and transportation by
Club Méditerranée
any means of its customers;
- the organization of any trips, tours, and excursions;
- the organization and/or supervision and/or teaching of all
REGISTERED OFFICE
sports, education, tourism, cultural or artistic activities, as well
as the creation or operation of any equipment related thereto;
- the supervision of children in dedicated facilities within the
11, rue de Cambrai – 75957 Paris Cedex 19
tourist accommodation establishments, and the organization for
their benefit of entertainment (games, recreation, shows) and
activities specific to their age group (educational, sports or
LEGAL FORM AND GOVERNING LAW
artistic activities);
- the creation, organization, hosting and/or broadcast of media
or promotional events, shows, parties and any provision of
service related thereto;
Club Méditerranée (the “Company”) is a French société
- the drafting and signature of any and all contracts for the
anonyme (joint stock corporation) governed by the laws of
same purposes;
France and by applicable regulations, including Articles L. 225-
- the creation or acquisition, operation or management of any
17 to L. 225-56 of the French Commercial Code.
and all businesses or facilities conducting the same activities;
- the design, creation, manufacture, marketing – directly or
DATE OF ESTABLISHMENT - DURATION
indirectly including through any licensee – of any and all
products and services that may be distributed under the brands,
logos or emblems owned by the Company, or under any new
brand, logo or emblem that the Company may own or register in
The Company was established on November 12, 1957 and will
be dissolved on October 31, 2095 unless it is wound up in
advance or its term is extended by decision of an
Extraordinary Shareholders’ Meeting.
CORPORATE PURPOSE (ARTICLE 2 OF THE
BYLAWS)
the future.
The Company may assist the Group subsidiaries by any means,
including by extending loans, advances and credits in
accordance with the laws and regulations in force.
More generally, the Company may conduct all services,
industrial, commercial or financial operations involving both
movable property and real estate, including the acquisition,
holding and management of interests by any means in any
company or legal entity in existence or to be created, whether
civil, industrial or commercial, that directly or indirectly relate to
Club Méditerranée was established to: (i) develop, operate and
market, whether directly or indirectly, tourist accommodation
the corporate purpose as described above and any other similar
or related purposes.
establishments (vacation villages, tourist rentals, hotels, etc.),
holiday centers and/or leisure/entertainment facilities, or cruise
ships; (ii) develop, organize and market tourist and business
packages including accommodation and/or transport; and (iii)
INCORPORATION DETAILS
generally carry out any and all activities relating thereto,
whether directly or indirectly, in France or abroad, including:
- the prospecting, promotion, purchase and/or sale and lease,
572 185 684 RCS PARIS - APE Code 5520 Z
in any manner whatsoever, of any land, moveable property and
real estate;
- the carrying out of economic, financial and/or technical project
studies;
208
2012 Annual Report
CONSULTATION
OF
CORPORATE
DOCUMENTS
designated in the related resolution. However, no distributions
of reserves may be decided if distributable earnings for the
year have not been fully distributed. Any losses recorded in
the financial statements approved by the Shareholders’
Corporate documents (including the bylaws, reports and
financial statements) are available at the Club Méditerranée
headquarters, 11 rue de Cambrai - 75957 Paris Cedex 19, and
Meeting are recorded in a special reserve account and set off
against income earned in subsequent years until they have
been absorbed in full.
on the website www.clubmed-corporate.com.
Article 37 of the bylaws provides that the Shareholders’
FISCAL YEAR
Meeting may offer shareholders the option to receive all or part
of the final distributed dividend in cash, or in shares. The same
option may be offered in the case of an interim dividend
payment. The method of payment of cash dividends is decided
The Company’s fiscal year begins on November 1 and ends
by the Shareholders’ Meeting or, failing that, by the Board of
on October 31 of the following year.
Directors. In all cases, dividends must be paid within nine
months of the year-end, unless the court grants an extension.
APPROPRIATION OF INCOME
If the audited annual or interim financial statements show that
the Company has generated a profit for the period – after
Article 36 of the bylaws states that at least five percent of net
deducting depreciation, amortization and provision expense as
income for the year, less any prior year losses, is appropriated
well as any prior year losses and any amounts to be
to the legal reserve. This appropriation ceases to be
appropriated to reserves pursuant to the law or the bylaws,
compulsory once the legal reserve represents one tenth of the
and taking into account any unappropriated retained earnings
Company’s capital. However, if for any reason the legal
– an interim dividend may be paid prior to the approval of the
reserve falls to below one tenth of the capital, it must be
financial statements for the year. Under no circumstances may
restored to the required level by the same method. The
interim dividends exceed the profit available for distribution
income remaining, less any prior year losses and any other
thus defined.
amounts to be credited to reserves pursuant to the law or the
Company’s bylaws, plus any unappropriated retained earnings
brought forward from prior years, is then appropriated as
follows: To any extraordinary reserves or to revenue reserves,
or to carry forward, by decision of the Shareholders’ Meeting.
SERVICES PROVIDED BY THE PARENT
COMPANY TO SUBSIDIARIES
Any remaining balance will be distributed among all shares.
Except in the case of a capital reduction, no distributions are
made to shareholders if shareholders’ equity represents - or
would represent if the distribution were to be made – less than
the sum of capital and non-distributable reserves. The
Shareholders’ Meeting may also decide to pay all or part of the
dividend out of revenue reserves or to effect an exceptional
distribution of revenue reserves. In this case, the reserves
The Group’s Parent Company, Club Méditerranée SA,
performs a general management role for its subsidiaries and
handles traditional support functions such as administration
and finance, legal affairs, communication, marketing, human
resources, training, IT and sales. These services are billed at
cost.
against which the dividend is to be charged must be
2011 Annual Report
209
6.2 REPORT OF THE BOARD OF DIRECTORS ON THE PROPOSED
RESOLUTIONS
We have called this Combined Shareholders’ Meeting to submit
20 resolutions for your approval, the purpose of which is
described below.
loss of €4,120,864, which we propose to allocate as follows:
2° APPROVAL OF RELATED-PARTY AGREEMENTS
The fourth resolution concerns the related-party agreements
(as per Article L.225-38 of the French Commercial Code)
I.
RESOLUTIONS
WITHIN
THE
COMPETENCE
OF
THE
ORDINARY
SHAREHOLDERS’ MEETING
As required by law, we are calling this Shareholders’ Meeting
described in detail in the Statutory Auditors’ special report.
Accordingly, we submit for your approval the related-party
agreements concluded with the Caisse de Dépôt et de Gestion
during the year ended 31 October 2012, namely;
(i)
within six months of the financial year-end to seek your approval
holdings in Société Immobilière de la Mer;
of the Company’s financial statements and the transactions
reflected therein. Various other matters, which are described
briefly below, also require your approval by ordinary resolution.
an agreement with a subsidiary of Caisse de Dépôt et de
Gestion du Maroc for the sale by Club Méditerranée of its
(ii)
agreements with one of the companies of the Caisse de
Dépôt et de Gestion du Maroc Group to develop a new
vacation Village at Chbika in southern Morocco. It is
Their scope is explained below.
further noted for all intents and purposes that these
agreements were approved by the Board of Directors at
its meeting of November 3, 2011 and were the subject of
a prior affirmative vote at the Shareholders’ Meeting of
1° APPROVAL OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED OCTOBER 31, 2012 AND
APPROPRIATION OF INCOME
We also submit for your approval an addendum to the
The first three resolutions cover consideration and approval of
President, whereby (i) his gross annual base salary is increased
Club
by 2.1% effective April 1, 2012.
Méditerranée’s
separate
and
consolidated
financial
March 12, 2012.
employment contract of Michel Wolfovski, Executive Vice-
statements for the year ended October 31, 2012, and the
proposed appropriation of the year’s net income.
Accordingly, the first resolution approves the separate
financial statements of Club Méditerranée for the year ended
October 31, 2012. The second resolution approves the
Group’s consolidated financial statements and the third
resolution approves the appropriation of the year’s net result, a
3° BOARD OF DIRECTORS:
DIRECTORS’ FEES
APPROVAL
OF
Under the fifth resolution, we are proposing the sum of
€305,000 in directors’ fees for the year from November 1, 2012
to October 31, 2013, unchanged from the amount approved by
(In €)
the Shareholders’ Meeting in previous years. The Board of
2012
Directors will have full discretion to allocate this sum among its
Proposed allocation of net income
voting and non-voting members as it deems appropriate).
Net income/(loss) 2012
(4,120,864)
Previous year’s retained earnings
(315,601,207)
Balance of retained earnings/(losses) in 2012
(319,722,071)
In this regard, it should be noted that the directors’ fees have
not been changed since November 1, 1999.
after appropriation of net income/(loss) for 2012
Adjusted retained earnings
“Additional paid-in capital”
611,133,957
Adjustment of all 2012 retained earnings against the
(319,722,071)
item “Additional paid-in capital”
Total
“Additional
paid-in
4°
AUTHORIZATION
COMPANY’S SHARES
TO
TRADE
IN
THE
The sixth resolution authorizes the Board of Directors to trade
in the Company’s shares in accordance with Articles L.225-209
et seq. of the French Commercial Code, European Commission
capital”
after
291,411,886
Regulation 2273/2003 of December 22, 2003 implementing
Directive 2003/6/EC of January 28, 2003, and Articles 241-1 to
adjustment
241-6 of the Autorité des Marchés Financiers’ General
Total retained earnings after adjustment
210
-
2012 Annual Report
Regulations or any regulations that may subsequently replace
Meeting. Given the uncertainty surrounding fiscal 2013 earnings
them.
because of the downturn in the economy and the European
This authorization would be suspended during a public offer for
the Company and would be granted for a period of 18 months.
It supersedes the existing authorization given in the eighth
resolution of the Shareholders’ Meeting of March 12, 2012. For
your information, we note that under the previous authorization,
from March 12, 2012 until November 23, 2012, 449,316 shares
tourism market, the Board believes that this option is preferable
to paying a cash dividend for fiscal 2012.
The maximum buyback price is set at €40 per share. It is
proposed that the Company be allowed to assign a maximum of
€127,290,396 to the operation, based on the number of shares,
which stood at 31,822,559 as at October 31, 2012.
were acquired by the Company under the liquidity contract. On
We are also seeking full powers for the Board of Directors to
November 23, 2012, the Company held 69,108 of its own
implement this resolution and to delegate these powers in
shares, corresponding to 0.2% of the share capital.
accordance with the provisions of the law and the Company’s
In accordance with the law, you are required to set the terms
bylaws.
and conditions of the program and the maximum authorized
amounts.
The Board of Directors is seeking authorization, which may be
further delegated in accordance with the provisions of the law,
to buy back shares of the Company for the following purposes:
 permitting transactions under a liquidity contract complying
with a code of ethics approved by the Autorité des Marchés
Financiers, entered into with an investment intermediary; and/or
5° REAPPOINTMENT OF DIRECTORS
The terms of office of some directors expire at the next
Shareholders’ Meeting; you are requested to vote on the
reappointment, for a period of three years, of Mr. Dinin (seventh
resolution), Mr. Pauget (eighth resolution) and CMVT
International, represented by Mr. Benhalima (ninth resolution).
 allocating or selling shares under an employee stock
ownership plan, or allocating or selling the shares, in any
admissible form, to corporate officers and/or employees of the
Company and/or the Group for any stock option plan or for
Company or Group savings plans or bonus shares; and/or
6° REAPPOINTMENT OF STATUTORY AUDITORS
The terms of office of the Statutory Auditors expire at the next
Shareholders’
 remitting the shares as payment, delivery or other, or
exchanging them, in particular upon the issue or exercise of
rights attached to shares or marketable securities giving
immediate or future access to equity; and/or
Meeting,
and
in
accordance
with
the
recommendation of the Audit Committee made in its meeting of
June 4, 2012, you are requested to vote on the reappointment,
for a period of six fiscal years, of Deloitte & Associés (tenth
resolution) and Ernst & Young Audit (eleventh resolution) as
standing statutory auditors, as well as Beas (twelfth resolution)
 paying for future business acquisitions or future mergers,
demergers or acquisitions of assets in exchange for shares. The
and Auditex (thirteenth resolution) as alternate statutory
auditors.
number of shares used for this purpose shall not at any time
exceed 5% of the Company’s capital as at the transaction date,
with this percentage applying to the capital restated for
transactions impacting it after the date of this meeting; and/or
 cancelling
the
shares
acquired,
including
any
shares
II.
RESOLUTIONS
WITHIN
THE
COMPETENCE OF THE EXTRAORDINARY
SHAREHOLDERS’ MEETING
purchased pursuant to earlier authorizations (provided that the
Seven extraordinary resolutions will also be put to you for
extraordinary resolution authorizing the Board to reduce the
approval and are described below.
Company’s capital is passed); and/or
We have called this Extraordinary Shareholders’ Meeting to ask
you to grant the Board of Directors new powers to issue
 any other purpose that is currently authorized by law or
marketable securities, replacing the powers previously awarded
applicable regulations or may be authorized in the future,
to the Board by shareholders, which expire in May 2013.
provided that the Company informs the shareholders of said new
The aim of each of the requested powers is detailed below.
purpose or purposes by press release or by any other legally
authorized means.
In light of this, at its meeting held on December 6, 2012, the
Board of Directors indicated that it would like for shareholders to
benefit from the Company’s improvements. This could be done
by purchasing shares to be cancelled under the shareholder
buyback program which is being submitted at this Shareholders’
2012 Annual Report
1° POWER TO ISSUE SHARES, SECURITIES OR
OTHER MARKETABLE INSTRUMENTS WITH
PREEMPTIVE SUBSCRIPTION RIGHTS
The fourteenth resolution delegates to the Board of Directors,
for a period of twenty-six (26) months, the power of the
Extraordinary Shareholders’ Meeting to proceed, as and when it
211
sees fit, on one or more occasions and with shareholders’
preemptive subscription rights maintained, with the issue of
shares, securities or marketable instruments (including free or
paid subscription warrants or call options) giving, or potentially
giving, access to the Company’s capital or entitling the
allocation of debt securities.
2° POWER TO ISSUE SHARES OR SHARE
EQUIVALENTS
WITHOUT
PREEMPTIVE
SUBSCRIPTION RIGHTS, IN THE CONTEXT OF A
PUBLIC OFFERING
In the interest of the Company and its shareholders, the Board
of Directors may issue shares or share equivalents on certain
It is proposed that the maximum nominal amount of capital
markets and in certain circumstances, without shareholders’
increases that may be made under this authorization be limited
preemptive rights.
to 50% of the share capital on the date of the Meeting or its
equivalent in any other authorized currency, it being noted that
the overall ceiling for capital increases carried out under this
resolution or under the fifteenth, sixteenth, seventeenth and
eighteenth resolutions put before this Meeting is fixed at 50% of
the share capital on the date of the Meeting (the “Overall
Ceiling”).
the fifteenth resolution, to grant authority to the Board of
Directors (with the power to further delegate according to law),
for a period of twenty-six (26) months, to proceed, as and when
it sees fit, in France or abroad and/or on the international market,
by public offering, in euros or a foreign currency or a unit of
account based on several currencies, on one or more occasions
To this ceiling would be added, where applicable, the nominal
amount of any additional shares issued to preserve, in
accordance with the law and regulations and, where applicable,
contractual provisions providing for other cases of adjustment,
the rights of holders of securities giving access to the
Company’s capital, options or warrants to purchase new shares,
or rights to share grants.
It is also proposed that the maximum nominal amount of debt
securities giving access to the Company’s capital should not
exceed
The Extraordinary Shareholders’ Meeting is also requested in
two
hundred
and
twenty-five
million
and without preemptive subscription rights, with:
(i) a capital increase, through the issue of shares or share
equivalents issued for consideration or free of charge,
governed by Articles L. 228-91 et seq. of the French
Commercial Code and giving access to Company’s capital
(whether new or existing shares in the Company); or
(ii) the issue of marketable securities giving entitlement to the
euros
In addition, in light of the financial transactions previously
(€225,000,000) or the equivalent value, it being noted that this
undertaken by the Company, please note that your Board does
amount encompasses all debt securities which the Board of
not intend to implement this authorization for purposes other
Directors is authorized to issue under this resolution and the
than the issuance of marketable securities giving access to the
fifteenth, sixteenth and seventeenth resolutions.
Company’s capital or the issuance of marketable securities
You are asked to resolve that such issue(s) be reserved by
entitling the allocation of debt securities.
preference to shareholders who are entitled to subscribe thereto
For any securities issue carried out under this resolution, it is
in proportion to their number of shares and to authorize the
proposed to provide that the Board shall be obligated to grant
Board of Directors to grant shareholders the chance to apply for
shareholders a priority subscription period. Accordingly,
excess shares or share equivalents in proportion to their rights
even though there is no preemptive subscription right,
and not exceeding their request. If the applications for new
shareholders shall have the option to avoid dilution by the
shares as of right and, where appropriate, the applications for
capital increase by subscribing to the capital increase ahead of
excess shares have not absorbed the whole issue, the Board of
non-shareholders, in proportion to the shareholder’s investment.
Directors may apply, in the order of its choosing, one or more of
the following measures:
- to limit, in accordance with law, the amount of the transaction
to the number of subscriptions received; or
- to freely distribute all or part of the excess securities; or
- to offer all or part of the excess securities to the public.
In accordance with current legislation, the issue of shares or
share equivalents giving access to the Company’s share capital
will oblige shareholders to waive their preemptive rights to
equity securities to which these shares or share equivalents
could grant entitlement.
The Shareholders are asked to grant full authority to the Board
of Directors (with the power to further delegate according to the
law) to implement this power.
The maximum nominal amount of capital increases that may be
made under this authorization shall be limited to 15% of the
share capital on the date of the Meeting, noting that the amount
of capital increases carried out under this authorization shall be
deducted from the amount of the Overall Ceiling provided in the
fourteenth resolution and that to these two ceilings shall be
added, where applicable, the nominal amount of any shares
issued to preserve, in accordance with law and, where
applicable, contractual provisions providing for other cases of
adjustment, the rights of holders of securities giving access to
the Company’s capital, options or warrants to purchase shares,
or rights to share grants.
Shareholders are also invited to resolve that the maximum
nominal amount of debt securities giving access to the
Company’s capital may not exceed a ceiling of two hundred
twenty-five million euros (€225,000,000) or the equivalent value,
it being noted that this amount shall be deducted from the
ceiling provided in the fourteenth resolution for debt securities.
212
2012 Annual Report
This authorization shall automatically entail the waiver, in favor
it sees fit, in France or abroad and/or on the international market,
of the holders of said securities, of shareholders’ preemptive
in the context of an offering as referred to in Section II of Article
rights to the shares to which such securities give entitlement.
L.411-2 of the French Monetary and Financial Code, in euros or
With respect to price, it is proposed that:
- the price of shares issued directly shall be at least equal to the
minimum required by the laws and regulations in effect at the
a foreign currency or a unit of account based on several
currencies, on one or more occasions, with:
(i)
a capital increase, through the issue of shares or share
equivalents issued for consideration or free of charge,
4
time this authorization is used ;
- the issue price of securities giving access to capital shall be
Commercial Code and giving access to the Company’s
such that, for each share issued as a result of the issuance of
capital (whether new or existing shares in the Company);
such securities, the sum collected immediately by the Company
or
plus, where applicable, any that may be collected later by the
Company, is at least equal to the minimum subscription price
defined in the preceding paragraph.
In the event that subscriptions have not absorbed the entire
issue of securities, you are asked to authorize the Board of
Directors to implement, in the order of its choosing, one or more
of the following measures:
(ii)
the issue of marketable securities giving entitlement to the
The maximum nominal amount of capital increases that may be
made under this authorization shall not exceed 15% of the
share capital on the date of the Meeting, noting that the amount
of the capital increases carried out under this authorization shall
be deducted from the amount of the Overall Ceiling provided in
- it may limit the issue to the amount of subscriptions as
the fourteenth resolution and from the amount of the ceiling
provided by the laws in effect at the time of use of this
provided in paragraph 2(i) of the fifteenth resolution.
authorization;
To these two ceilings shall be added, where applicable, the
- it may freely distribute all or part of the excess shares among
nominal amount of any shares issued to preserve, in
the persons of its choice;
accordance with the law and, where applicable, contractual
- it may offer the excess shares or share equivalents to the
public on the French market and/or abroad and/or on the
international market.
provisions for other cases of adjustment, the rights of holders of
securities giving access to the Company’s share capital, options
or warrants to purchase shares, or rights to bonus shares.
Shareholders are also invited to resolve that the maximum
Company’s capital may not exceed a ceiling of two hundred
twenty-five million euros (€225,000,000) or the equivalent value,
it being noted that this amount shall be deducted from the
ceiling provided in paragraph 2 (iv) of the fourteenth resolution
3° DELEGATION OF AUTHORITY TO THE BOARD OF
DIRECTORS TO ISSUE ORDINARY SHARES OR
SHARE EQUIVALENTS, IN THE CONTEXT OF AN
OFFERING AS REFERRED TO IN SECTION II OF
ARTICLE L.411-2 OF THE FRENCH MONETARY AND
FINANCIAL CODE
for debt securities (it is also deducted from the ceiling provided
in paragraph 2 (iv) of the fifteenth resolution).
This authorization shall automatically entail the waiver, in favor
of the holders of said securities, of shareholders’ preemptive
rights to the shares to which such securities give entitlement.
In the interest of the Company and its shareholders, the Board
With respect to price, it is proposed that:
of Directors may issue shares or share equivalents, on certain
- the price of shares issued directly shall be at least equal to the
markets and in certain circumstances, without the preemptive
subscription right of shareholders, and by private placement.
The Extraordinary Shareholders’ Meeting is also requested in
the sixteenth resolution, to grant authority to the Board of
Directors (with the power to further delegate according to law),
for a period of twenty-six (26) months, to proceed, as and when
4
It is noted that at the date of publication of this Report, Article
R.225-119 of the French Commercial Code provides that the
issue price of shares without preemptive subscription rights by a
public offering or an offering referred to in Section II of Article L.
411-2 of the French Monetary and Financial Code is at least
equal to the weighted average of the last three trading sessions
prior to fixing, less a maximum discount of 5%.
2012 Annual Report
minimum required by the laws and regulations in effect at the
5
time this authorization is used ;
- the issue price of securities giving access to capital shall be
such that, for each share issued as a result of the issuance of
such securities, the sum collected immediately by the Company
5
It is noted that at the date of publication of this Report, Article
R.225-119 of the French Commercial Code provides that the
issue price of shares without preemptive subscription rights by a
public offering or an offering referred to in Section II of Article L.
411-2 of the French Monetary and Financial Code is at least
equal to the weighted average of the last three trading sessions
prior to fixing, less a maximum discount of 5%.
213
plus, where applicable, any that may be collected later by the
to issue new shares or other securities reserved for employees
Company, is at least equal to the minimum subscription price
of the Company and/or companies affiliated with the Company
defined in the preceding paragraph.
as defined in Article L.225-180 of the French Commercial Code,
In the event that subscriptions have not absorbed the entire
issue of securities, you are asked to authorize the Board of
Directors to limit the issue to the amount of subscriptions as
authorization.
who participate in a company savings plan and/or a voluntary
employee savings partnership plan, which employees may
subscribe directly or through any collective investment fund, and
(ii) to grant said employees bonus shares or other securities
giving access to the Company’s share capital, within the limits
stipulated by Articles L.3332-21 et seq. of the French Labor
Code.
The nominal amount for an immediate or future capital increase
resulting from all issues of shares or share equivalents carried
out pursuant to the authorization granted to the Board of
Directors by this resolution is 5% of the Company’s share
capital on the date of the Meeting, it being noted that this
4° POWER TO ISSUE SHARES OR SHARE
EQUIVALENTS
IN
CONSIDERATION
FOR
CONTRIBUTIONS IN KIND MADE TO THE
COMPANY
amount will be deducted from the Overall Ceiling provided in the
The seventeenth resolution gives the Board of Directors, for a
L.3332-19 of the French Labor Code .
period of 26 months and for up to 10% of share capital, full
powers to issue shares or share equivalents giving access to
the Company’s share capital in consideration of contributions in
kind made to the Company and comprising equity or other
securities giving access to the capital of other companies,
where Article L.225-148 of the French Commercial Code is not
applicable.
fourteenth resolution.
The subscription price of shares issued under this authorization
shall be determined by the conditions laid down in Article
6
This resolution constitutes a waiver of your preemptive
subscription right in favor of these current or former employees
belonging to a company savings plan or a voluntary employee
savings partnership plan of the Company or firms or groups
linked to the Company pursuant to Article L.225-180 of the
French Commercial Code and Article L.3344-1 et seq. of the
French Labor Code.
It is noted that this decision would entail, as appropriate, the
waiver of preemptive subscription rights.
We ask that you grant full powers to the Board of Directors to
implement this delegation of authority on one or more occasions,
The nominal amount of the capital increase resulting from the
in compliance with the conditions that have been established
issue of securities in application of this authorization shall be
and, in particular, all powers to determine the conditions of the
deducted from the amount of the Overall Ceiling provided in the
issue(s) completed by virtue of this delegation of authority, and
fourteenth resolution above.
in particular to:
The Board of Directors will hold all powers to approve the
valuation
of
the
contributions
and,
concerning
these
contributions, record the transaction, allocate all costs, fees and
rights to premiums (the Board being able to decide on the
allocation of the balance), increase the share capital and modify
the bylaws as appropriate.
5° DELEGATION OF AUTHORITY TO INCREASE
THE
SHARE
CAPITAL
IN
FAVOR
OF
PARTICIPANTS IN A COMPANY SAVINGS PLAN
The vote on the eighteenth resolution is within the context of
- determine that the issues may take place directly with the
beneficiaries or via the intermediary of collective investment
funds;
- determine the characteristics, amounts, terms and conditions
of the issues to be carried out under this authorization.
6° AUTHORIZATION GRANTED TO THE BOARD OF
DIRECTORS TO REDUCE THE SHARE CAPITAL BY
CANCELING SHARES
The nineteenth resolution authorizes the Board of Directors,
for a period of eighteen (18) months and in accordance with
Articles L.225-129-2 and L.225-129-6 of the French Commercial
Code, which stipulate that, when any capital increase is decided,
the Shareholders’ Meeting must vote on a capital increase
reserved for employees and carried out under Articles L.3332-1
et seq. of the French Labor Code.
You are therefore asked to grant the Board of Directors, for a
period of twenty-six (26) months, the power of the Extraordinary
Shareholders’ Meeting to decide, on one or more occasions (i)
214
6
At the date of publication of this Report, Article L.3332-19 of
the French Labor Code provides that the subscription price of
securities already listed on a regulated market may not exceed
the average market price of the twenty trading days preceding
the date of the decision to set the opening date of the
subscription and, moreover, may not be more than 20% lower
than this average, or 30% if the lock-up period provided by the
plan pursuant to Articles L. 3332-25 and L. 3332-26 is greater
than or equal to ten years.
2012 Annual Report
Articles L.225-209 et seq. of the French Commercial Code, to
reduce the capital on one or more occasions in the proportions
and at the times it deems appropriate by canceling all or part of
7° POWERS IN RESPECT OF ORDINARY AND
EXTRAORDINARY RESOLUTIONS
the shares held or purchased by the Company within the limits
The twentieth and last resolution concerns powers for the
permitted by law, which at present is 10% of the Company’s
implementation
share capital in a twenty-four (24) month period. This limit
Shareholders’ Meeting.
applies to the amount of capital after any adjustments for
We trust that these resolutions will meet with your approval.
of
these
resolutions
adopted
by
the
transactions made after the date of this Shareholders’ Meeting.
The Board of Directors
2012 Annual Report
215
6.3 PROPOSED RESOLUTIONS
A.

11. Renewal of Ernst & Young Audit mandate as principal
statutory auditor (eleventh resolution)
ORDINARY RESOLUTIONS
12. Renewal of Beas mandate as deputy statutory auditor
(twelfth resolution)
Board of Directors’ reports
 Chairman’s report on the practices and procedures of
the Board of Directors and on the balanced representation of
women and men on the Board
 Chairman’s report on the Company’s internal control and
risk management procedures
 The Statutory Auditors’ reports, including the report
commenting on the Chairman’s report on internal control
procedures that are related to the preparation and
processing of accounting and financial information, and
verification of the establishment of other information required
by the provisions of Article L.225-37 of the French
Commercial Code
1. Consideration and approval of the transactions and
parent company’s financial statements for the year ended
October 31, 2012 (first resolution)
2. Consideration and approval of the transactions and
consolidated financial statements for the year ended
October 31, 2012 (second resolution)
3. Appropriation of net income for the fiscal year (third
resolution)
4. Approval of the related-party agreements concluded
during the year ended October 31, 2012 (fourth resolution)
5.
Setting of annual directors’ fees (fifth resolution)
6. Authorization to trade in the Company’s shares (sixth
resolution)
7. Renewal of Alain Dinin mandate as director (seventh
resolution)
8. Renewal of Georges Pauget mandate as director
(eighth resolution)
9. Renewal of CMVT International mandate as director
(ninth resolution)
10. Renewal of Deloitte & Associés mandate as principal
statutory auditor (tenth resolution)
13. Renewal of Auditex mandate as deputy statutory auditor
(thirteenth resolution)
B.

Board of Directors’ report

Statutory Auditors’ special reports
14. Delegation of authority to the Board of Directors to issue
ordinary shares or various securities with shareholders’
preemptive rights (fourteenth resolution)
ordinary shares or various securities without preemptive
rights, in the context of a public offering (fifteenth
resolution)
ordinary shares or various securities without preemptive
rights, in the context of an offering as referred to in Section II
of Article L.411-2 of the French Monetary and Financial
Code (sixteenth resolution)
17. Delegation of authority to issue shares or various
securities in consideration for contributions in kind provided
to the Company within the limit of 10% of the share capital
(seventeenth resolution)
18. Delegation of authority to the Board of Directors to
increase the share capital by issuing shares or securities
giving access to equity, reserved for participants in
employee savings plans without preemptive rights in favor of
same (eighteenth resolution)
19. Authorization to the Board of Directors to reduce the
share capital by canceling shares (nineteenth resolution)
20. Powers (twentieth resolution)
========================
216
2012 Annual Report
2012 Annual Report - Additional Legal Information
A.
ORDINARY RESOLUTIONS
(in €)
FIRST RESOLUTION – CONSIDERATION AND APPROVAL
OF
THE
TRANSACTION
217
AND
PARENT
COMPANY
FINANCIAL STATEMENTS OF THE COMPANY FOR THE
YEAR ENDED OCTOBER 31, 2012
The Shareholders’ Meeting, having fulfilled the quorum and
majority requirements pertaining to ordinary meetings of the
shareholders and having reviewed the reports of the Board of
Directors, the Chairman’s report on the practices and
procedures of the Board of Directors and on the balanced
representation of women and men on the Board, the
2012
Proposed allocation of net income
2012 Net income / (loss)
(4,120,864)
Previous retained earnings
(315,601,207)
2012 retained earnings balance after
appropriation of 2012 net income / (loss)
(319,722,071)
Offset of retained earnings
“Additional paid-in capital”
611,133,957
2012 retained earnings offset against “Additional
paid-in capital”
“Additional paid-in capital” after allocation
(319,722,071)
291,411,886
Chairman’s report on the Company’s internal control and risk
management procedures, and the Statutory Auditors’ reports,
Retained earnings after allocation
-
as well as the parent company financial statements as
presented by the Board of Directors, approves the financial
The Shareholders’ Meeting notes that, in accordance with the
statements for the year ended October 31, 2012 as presented
legal provisions, no dividends have been paid in the last three
by the Board of Directors, which show a net after-tax loss of
fiscal years.
€4,120,864, as well as the transactions reflected in these
financial statements and summarized in these reports.
FOURTH RESOLUTION - APPROVAL OF THE RELATED
PARTY AGREEMENTS CONCLUDED DURING THE YEAR
SECOND
APPROVAL
RESOLUTION
OF
THE
–
CONSIDERATION
CONSOLIDATED
AND
FINANCIAL
STATEMENTS FOR THE YEAR ENDED OCTOBER 31, 2012
ENDED OCTOBER 31, 2012
shareholders and having heard the Statutory Auditors’ special
report on related party agreements governed by Articles
shareholders and having reviewed the reports of the Board of
L.225-38 et seq. of the French Commercial Code, approves
Directors, the Chairman’s report on the practices and
the related party agreements concluded during the fiscal year
procedures of the Board of Directors and on the balanced
ended October 31, 2012. In compliance with Article L.225-40
representation of women and men on the Board, the
of the French Commercial Code, the interested parties did not
Chairman’s report on the Company’s internal control and risk
take part in the votes affecting them.
management procedures, and the Statutory Auditors’ reports,
as well as the consolidated financial statements as presented
by the Board of Directors, approves the consolidated financial
FIFTH RESOLUTION – SETTING OF ANNUAL DIRECTORS’
statements for the year ended October 31, 2012 as presented
FEES
by the Board of Directors, which show a consolidated net profit
of €2 million, including €1 million attributable to the Group, as
well as the transactions reflected in these financial statements
and summarized in these reports.
shareholders and having considered the report of the Board of
Directors, sets the total amount of directors' fees payable for
the fiscal year from November 1, 2012 to October 31, 2013 at
THIRD RESOLUTION - APPROPRIATION OF NET INCOME
€305,000.
SIXTH RESOLUTION –AUTHORIZATION TO TRADE IN THE
shareholders, considering the recommendation of the Board of
COMPANY’S SHARES
Directors, resolves to appropriate the Company’s net loss for
the fiscal year ending on October 31, 2012 of €4,120,864 as
follows:
majority requirements pertaining to ordinary meetings of
Directors, authorizes the Board of Directors (with the power to
further delegate according to law and the Company’s bylaws),
to buy back or direct the buyback of shares of the Company in
accordance with Articles L.225-209 et seq. of the French
Commercial
Code,
European
Commission
Regulation
2273/2003 of December 22, 2003 implementing Directive
2012 Annual Report
217
2003/6/EC of January 28, 2003, and Articles 241-1 to 241-6 of
transactions entered into pursuant to previous authorizations
the AMF’s General Regulations or any regulations that may
permitting the purchase or sale of shares after the date of this
subsequently replace them. The number of shares of the
meeting; the maximum amount that the Company may invest
Company purchased under this authorization shall not
in the share buyback program authorized under this resolution
represent more than 10% of the Company’s capital at any
is €127,290,396 based on 31,822,559 shares at October 31,
given time, with this percentage applying to the capital
2012.
restated for transactions impacting it after this Shareholders’
Meeting. In accordance with Article L.225-209 of the French
Commercial Code, when shares are bought back to improve
liquidity under the terms and conditions defined in the AMF’s
General Regulation, the number of shares included in
calculating the 10% ceiling corresponds to the number of
shares purchased, minus the number of shares sold while the
authorization is in effect.
The Shareholders’ Meeting authorizes the Board of Directors
(with the power to further delegate according to law and the
Company’s bylaws) to buy back or direct the buyback of
shares for the purpose of:
(i) permitting transactions under a liquidity contract complying
with a code of ethics approved by the Autorité des
Marchés Financiers or other applicable provisions, entered
into with a financial intermediary acting on an independent
basis without any influence from the Company; and/or
(ii) allocating or selling shares under an employee stock
ownership plan, or allocating or selling the shares, in any
admissible form, to corporate officers and/or employees of
the Company and/or the Group including for any stock
option plan or for company savings plans or free shares
plans; and/or
(iii) remitting the shares as payment, delivery or other, or
exchanging them, in particular upon the issue or exercise
of rights attached to shares or various securities giving
immediate or future access to equity; and/or
(iv) paying for future business acquisitions or future mergers,
demergers or acquisitions of assets in exchange for
shares. The number of shares used for this purpose shall
not at any time exceed 5% of the Company’s capital as at
the transaction date, with this percentage applying to the
capital restated for transactions impacting it after the date
of this meeting; and/or
(v) cancelling the shares acquired, including any shares
purchased pursuant to earlier authorizations (provided that
an extraordinary resolution authorizing the Board to
reduce the Company’s capital is passed); and/or
(vi) any other purpose that is currently authorized by law or
may be authorized in the future, provided that the
Company informs the shareholders of said new purpose or
purposes by press release or by any other legally
authorized means;
and, to these ends, to hold the shares purchased, sell them or
otherwise transfer them by any appropriate method as
described herein, including on the market or over the counter,
through a public cash or exchange offer, or through the use of
options or derivatives, in compliance with the applicable
regulations. The shares acquired, including those bought back
under earlier authorizations, may be cancelled, provided that
The Board of Directors shall have full powers to adjust the
prices or the number of shares specified above to take into
account the effects of any corporate actions, particularly a
change in the par value of the shares, a stock split or reverse
stock split, an issue of bonus shares or an increase in the par
value of existing shares paid up by capitalizing reserves or
earnings, distribution of reserves or any other asset, capital
redemptions or any other transaction affecting the Company’s
capital.
The Shareholders’ Meeting resolves that the buybacks, sale or
transfer of shares may be carried out and settled at any time,
by any means, including through the purchase of blocks of
shares, the use of derivatives and notes and the purchase of
call
options,
in
compliance
with
the
AMF’s
General
Regulations. The entire program may be carried out through a
single block purchase.
The Shareholders’ Meeting gives full powers to the Board of
Directors to use this authorization, to set the terms and
conditions of the program, where necessary, to enter into any
and all deeds and agreements, to carry out any and all
necessary
formalities
and
generally
to
do
everything
necessary to implement this authorization. The Board of
Directors may delegate these powers in accordance with the
provisions of the law and the Company’s bylaws.
This authorization shall expire at the end of a period of
eighteen (18) months from the date of this meeting. Effective
immediately, it deprives of effect any unused portion of the
authorization previously granted to the Board of Directors by
the eighth resolution of the Shareholders’ Meeting of March 12,
2012.
SEVENTH RESOLUTION -
RENEWAL OF ALAIN DININ
MANDATE AS DIRECTOR
shareholders and considering that the term of Alain Dinin as
director is due to expire at this meeting, reappoints Alain Dinin
as director for a term of three years expiring at the Annual
General Meeting held to approve the financial statements for
an extraordinary resolution authorizing the Board to reduce the
Company’s capital is passed.
These transactions may be conducted in the periods that the
Board shall determine; however, during a public offering, the
Company shall suspend use of the buyback program.
The Shareholders’ Meeting resolves that the maximum
buyback price is set at forty euros (€40) per share, excluding
transaction costs. This price does not apply to forward
218
2012 Annual Report
EIGHTH
RESOLUTION
-
RENEWAL
OF
GEORGES
PAUGET MANDATE AS DIRECTOR
219
Annual General Meeting held to approve the financial
statements for the year ended October 31, 2018.
THIRTEENTH RESOLUTION - RENEWAL OF AUDITEX
shareholders and considering that the term of Georges Pauget
MANDATE AS DEPUTY STATUTORY AUDITOR
as director is due to expire at this meeting, reappoints
Georges Pauget as director for a term of three years expiring
at the Annual General Meeting held to approve the financial
shareholders and considering that the term of the alternate
statutory auditor Auditex is due to expire at this meeting,
reappoints Auditex for a period of six fiscal years, i.e. until the
NINTH
RESOLUTION
-
RENEWAL
OF
CMVT
INTERNATIONAL MANDATE AS DIRECTOR
Annual General Meeting held to approve the financial
shareholders and considering that the term of CMVT
International as director is due to expire at this meeting,
B.
reappoints CMVT International as director for a term of three
years expiring at the Annual General Meeting held to approve
the financial statements for the year ended October 31, 2015.
FOURTEENTH
RESOLUTION
-
DELEGATION
OF
AUTHORITY TO THE BOARD OF DIRECTORS TO ISSUE
ORDINARY SHARES OR VARIOUS SECURITIES WITH
SHAREHOLDERS’ PREEMPTIVE RIGHTS
TENTH RESOLUTION - RENEWAL OF DELOITTE &
ASSOCIÉS
MANDATE
AS
PRINCIPLE
STATUTORY
AUDITOR
shareholders and considering that the term of the standing
statutory auditor Deloitte & Associés is due to expire at this
meeting, reappoints Deloitte & Associés for a period of six
The Shareholders’ Meeting, in conformity with the French
Commercial Code, in particular Articles L.225-129-2, L.225132, L.225-133, L.225-134, L.228-91 to L.228-93, having
fulfilled the quorum and majority requirements pertaining to
extraordinary meetings of shareholders and having considered
the Board of Directors’ report and the Statutory Auditors’
special report:
fiscal years, i.e. until the Annual General Meeting held to
1°) Delegates to the Board of Directors (with the power to
approve the financial statements for the year ended October
further delegate according to law) the power to proceed, as
31, 2018.
and when it sees fit, in France or abroad or on the international
market, in euros or a foreign currency or a unit of account
based on several currencies, on one or more occasions and
ELEVENTH RESOLUTION - RENEWAL OF ERNST &
YOUNG AUDIT MANDATE AS PRINCIPLE STATUTORY
AUDITOR
with shareholders’ preemptive rights, with:
(i)
a capital increase, through the issue of ordinary
shares or various securities issued for consideration or
free of charge, governed by Articles L. 228-91 et seq. of
the French Commercial Code and giving access to
Company’s capital; or
statutory auditor Ernst & Young Audit is due to expire at this
(ii)
the issue of securities giving entitlement to the
meeting, reappoints Ernst & Young Audit for a period of six
It is specifically noted that the issuance of preferred shares
fiscal years, i.e. until the Annual General Meeting held to
and the issuance of any securities or other instruments giving
approve the financial statements for the year ended October
access to preferred shares are excluded from the scope of this
31, 2018.
authorization.
shareholders and considering that the term of the standing
2°) Resolves, in the event the Board of Directors uses this
TWELFTH RESOLUTION - RENEWAL OF BEAS MANDATE
AS DEPUTY STATUTORY AUDITOR
delegation of authority, to set a ceiling on the amounts of the
issues authorized as follows:
(i) the maximum nominal amount of capital increases that
may be made under this authorization shall be limited to
50% of the share capital on the date of the meeting or its
shareholders and considering that the term of the alternate
equivalent in any other authorized currency;
statutory auditor Beas is due to expire at this meeting,
(ii) it is noted that the overall ceiling for capital increases
reappoints Beas for a period of six fiscal years, i.e. until the
carried out under this delegation and under those granted in
2012 Annual Report
219
the
fifteenth,
sixteenth,
seventeenth
and
eighteenth
(i)
decide to carry out the capital increase and set the
resolutions put before this meeting is fixed at 50% of the
conditions, amount and terms of any issuance of securities,
share capital on the date of the meeting (the “Overall
notably determining the class of the securities issued and,
Ceiling”);
taking account of the indications contained in its report,
(iii) to these two ceilings would be added, where applicable,
setting their subscription price (with or without premium),
the nominal amount of any additional shares issued to
the terms and conditions of their payment and their date of
preserve, in accordance with the law and regulations and,
where applicable, contractual provisions providing for other
dividend entitlement (which may be retroactive);
(ii)
set, where applicable, the terms of exercise of rights
cases of adjustment, the rights of holders of securities giving
attached to the shares or various securities, determine the
access to the Company’s capital, options or warrants to
procedures for exercising such rights, where appropriate,
purchase new shares, or rights to free shares.
whether conversion, exchange, or redemption, including
(iv) the maximum nominal amount of debt securities giving
delivery of Company assets such as securities previously
access to the Company’s capital may not exceed two
hundred twenty-five million euros (€225,000,000) or the
equivalent
value,
it
being
noted
that
this
issued by the Company;
(iii)
determine, where debt securities are issued, whether
amount
or not they are subordinated (and, if relevant, their level of
encompasses all debt securities which the Board of
subordination in accordance with Article L.228-97 of the
Directors is authorized to issue under this resolution and the
French Commercial Code); set their interest rates
fifteenth, sixteenth and seventeenth resolutions below, and
(whether fixed, variable, zero coupon or indexed rates),
that this ceiling shall be independent and distinct from the
their term (fixed or perpetual, noting that the term of fixed-
amount of any debt securities that the Board of Directors
term borrowings may not exceed twenty years) and set the
may decide or be authorized to issue under Article L.228-40
other terms of issuance (including the granting of security
of the French Commercial Code.
or collateral) and redemption (including the possibility of
3°) Resolves that, in the event the Board of Directors (or any
person authorized by the Board under the conditions provided
by applicable provisions of the law, regulations or bylaws)
uses this delegation of authority:
(i)
the issue(s) shall be reserved by preference to
shareholders who are entitled to subscribe thereto in
proportion to their number of shares and note that the
Board of Directors may grant shareholders the chance to
apply for excess shares or various securities in proportion
to their rights;
(ii)
if the applications for new shares as entitled and,
where appropriate, the applications for excess shares
have not absorbed the whole issue of shares or securities
as defined herein, the Board of Directors may use one or
more of the following measures:
 to limit, in accordance with law, the amount of the
transaction to the number of subscriptions received;
 to freely distribute all or part of the excess securities;
 to offer all or part of the excess securities to the public.
(iii)
decides that the issue of share warrants in the
Company may be made by subscription offer under the
conditions described above, but also by grant of free
shares to owners of old shares, noting that the Board of
Directors shall have the option to decide that the rights of
fractional allocation will not be negotiable and the related
securities will be sold;
(iv)
notes that this authorization shall automatically entail
the waiver, in favor of the holders of said securities, of
shareholders’ preemptive rights to the shares to which
such securities give entitlement.
redemption by delivery of Company assets); set the
conditions under which such securities provide access to
the capital of the Company; amend, during the life of the
relevant securities, the above terms, in compliance with
applicable formalities;
(iv)
provide for any particular provision in the issue
contract;
(v)
at its sole discretion, charge the costs of the capital
increase against the amount of the relevant premiums and
deduct from this amount the sums necessary to raise the
legal reserve to one tenth of the capital resulting from each
capital increase;
(vi)
set and make any adjustments necessary to preserve
the rights of holders of shares or securities giving access
to the Company’s capital, options or warrants to purchase
new shares or rights to free shares in accordance with the
law and regulations and, where applicable, contractual
provisions providing for other cases of adjustment;
(vii) authorize the suspension of exercising rights attached to
these securities for a time period not exceeding the
maximum allowed by the relevant laws and regulations;
(viii) set the conditions for granting stand-alone subscription
warrants and determine the terms for purchase or
exchange of shares, various securities and/or subscription
warrants or for the granting and redemption of these
shares or various securities;
(ix) record the completion of each capital increase and make
consequential amendments to the bylaws;
(x) determine the terms for the purchase or exchange, at
any time or at predetermined periods, of the securities
issued or to be issued; and
4°) Grants full authority to the Board of Directors (with the
(xi) generally, enter into all agreements, in particular to
power to further delegate according to law and the
ensure completion of the proposed issuances, take all
Company’s bylaws) to implement this delegation of
measures and accomplish all formalities required for the
authority in order to:
issuance, listing and financial administration of the
securities issued under this delegation and for the exercise
220
2012 Annual Report
of the rights attached thereto or required after each
completed capital increase.
221
purchase new shares, or rights to free shares.
5°) Sets at twenty-six (26) months from the date of this
Shareholders’ Meeting the term of validity of this delegation of
authority and notes that this delegation cancels with effect
from this day any portion unused by the Board of Directors of
any prior delegation having the same purpose.
(iv) Shareholders are also invited to resolve that the maximum
Company’s capital should not exceed two hundred twentyfive million euros (€225,000,000) or an equivalent value, it
being noted that this amount shall be deducted from the
ceiling provided in paragraph 2 (iv) of the fourteenth
resolution above for debt securities and that this ceiling is
FIFTEENTH RESOLUTION - DELEGATION OF AUTHORITY
TO THE BOARD OF DIRECTORS TO ISSUE ORDINARY
SHARES
OR
VARIOUS
SECURITIES
WITHOUT
PREEMPTIVE RIGHTS, IN THE CONTEXT OF A PUBLIC
securities that the Board of Directors may decide or be
authorized to issue under Article L.228-40 of the French
Commercial Code.
3°) Resolves to cancel shareholders’ preemptive rights to the
OFFERING
Commercial Code, in particular Articles L.225-127, L.225-128,
L.225-129, L.225-129-2, L.225-135, L.225-136, L.228-92 and
L.228-93,
independent and distinct from the amount of any debt
having
requirements
fulfilled
pertaining
to
the
quorum
extraordinary
and
majority
meetings
of
shareholders and having considered the Board of Directors’
report and the Statutory Auditors’ special report:
securities covered by this resolution, with the obligation of the
Board of Directors, in application of Article L.225-135,
subparagraph 5, to grant to the shareholders, for a period and
on terms to be set by the Board of Directors in compliance with
the applicable laws and regulations, a priority subscription
period which does not constitute a negotiable right and which
must be exercised in proportion to the quantity of shares
owned by each shareholder and may be supplemented by the
chance for shareholders to apply for excess shares or
securities in proportion to their rights. Any shares not
subscribed in this manner will be offered to the public in
France and/or abroad and/or on the international market.
without shareholders’ preemptive rights, with:
(i) a capital increase, through the issue of ordinary shares
or securities issued for consideration or free of charge,
4°) Notes that this authorization shall automatically entail the
waiver, in favor of the holders of said securities, of
shareholders’ preemptive rights to the shares to which such
securities give entitlement.
Commercial Code and giving access to Company’s capital
5°) Resolves that, in accordance with Article L.225-136 of the
(whether new or existing shares in the Company); or
French Commercial Code:
(ii) the issue of securities giving entitlement to the allocation
(i) the price of shares issued directly shall be at least equal to
of debt securities;
noting that the subscription of shares and various securities
may be made either in cash or against debt.
the minimum required by the laws and regulations in
effect at the time this authorization is used;
(ii) the issue price of securities giving access to capital shall
be such that, for each share issued as a result of the
It is specifically noted that the issuance of preferred shares
issuance
and the issuance of any securities or other instruments giving
immediately by the Company plus, where applicable,
access to preferred shares are excluded from the scope of this
any that may be collected later by the Company, is at
authorization.
least equal to the minimum subscription price defined in
of
such
securities,
the
sum
collected
the preceding paragraph.
2°) In the event the Board of Directors uses this delegation of
authority, resolves to set a ceiling on the amounts of the
may be made under this delegation shall be limited to 15%
(i)
of the share capital on the date of the meeting;
(ii) it being specified that this amount shall be deducted from
the Overall Ceiling provided in paragraph 2(ii) of the
(ii)
fourteenth resolution above;
(iii) to these two ceilings would be added, where applicable,
(iii)
the nominal amount of any shares issued to preserve, in
accordance with the law and regulations and, where
applicable, contractual provisions providing for other cases
6°) Resolves that, in the event that subscriptions—including as
applicable those of shareholders—have not absorbed the
entire issue of securities, the Board of Directors may
implement, in the order of its choosing, one or more of the
following measures:
it may limit the issue to the amount of subscriptions as
authorization;
it may freely distribute all or part of the excess shares
among the persons of its choice;
it may offer all or some of the excess shares or other
securities to the public on the French market and/or abroad
and/or on the international market.
of adjustment, the rights of holders of securities giving
2012 Annual Report
221
7°) Grants full authority to the Board of Directors (with the
Board of Directors of any prior delegation having the same
power to further delegate according to law and the Company’s
purpose.
bylaws) to implement this delegation of authority in order to:
(i) decide to carry out the capital increase and set the
conditions, amount and terms of any issuance of securities,
SIXTEENTH RESOLUTION - DELEGATION OF AUTHORITY
notably determining the class of the securities issued and,
TO THE BOARD OF DIRECTORS TO ISSUE ORDINARY
taking account of the indications contained in its report,
SHARES OR VARIOUS SECURITIES, IN THE CONTEXT OF
setting their subscription price (with or without premium), the
AN OFFERING AS REFERRED TO IN SECTION II OF
terms and conditions of their payment and their date of
ARTICLE L.411-2 OF THE FRENCH MONETARY AND
dividend entitlement (which may be retroactive);
FINANCIAL CODE
(ii) set, where applicable, the terms of exercise of rights
attached to the shares or securities, determine the
procedures for exercising such rights, where appropriate,
whether conversion, exchange, or redemption, including
delivery of Company assets such as securities previously
issued by the Company;
(iii) determine, where debt securities are issued, whether or
not they are subordinated (and, if relevant, their level of
subordination in accordance with Article L.228-97 of the
Commercial Code, in particular Articles L.225-127, L.225-128,
L.225-129, L.225-129-2, L.225-135, L.225-136, L.228-92 and
L.228-93, and Section II of Article L.411-2 of the French
Monetary and Financial Code, having fulfilled the quorum and
majority requirements pertaining to extraordinary meetings of
shareholders and having considered the Board of Directors’
report and the Statutory Auditors’ special report:
French Commercial Code); set their interest rates (whether
fixed, variable, zero coupon or indexed rates), their term
(fixed or perpetual, noting that the term of fixed-term
borrowings may not exceed twenty years) and set the other
terms of issuance (including the granting of security or
collateral) and redemption (including the possibility of
without shareholders’ preemptive rights, in the context of an
redemption by delivery of Company assets); set the
offering as referred to in Section II of Article L.411-2 of the
conditions under which such securities provide access to the
French Monetary and Financial Code, with
capital of the Company; amend, during the life of the(i)
a capital increase, through the issue of shares or various
relevant securities, the above terms, in compliance with
securities issued for consideration or free of charge,
applicable formalities;
(iv) provide for any particular provision in the issue contract;
Commercial Code and giving access to the Company’s
(v) at its sole discretion, charge the costs of the capital
capital (whether new or existing shares in the Company); or
increase against the amount of the relevant premiums and(ii)
deduct from this amount the sums necessary to raise the
legal reserve to one tenth of the capital resulting from each
capital increase;
(vi) set and make any adjustments necessary to preserve
the issue of securities giving entitlement to the allocation
of debt securities.
noting that the subscription of shares and other securities
may be made either in cash or against debt.
the rights of holders of shares or securities giving access to
the Company’s capital, options or warrants to purchase new
shares or rights to free shares in accordance with the law
and
regulations
and,
where
applicable,
contractual
provisions providing for other cases of adjustment;
(vii) authorize the suspension of exercising rights attached to
these securities for a time period not exceeding the
maximum allowed by the relevant laws and regulations;
(viii) record the completion of each capital increase and
make consequential amendments to the bylaws; and
(ix) generally, enter into all agreements, in particular to
ensure completion of the proposed issuances, take all
measures and accomplish all formalities required for the
issuance, listing and financial administration of the securities
issued under this delegation and for the exercise of the
rights attached thereto or required after each completed
capital increase.
2°) In the event the Board of Directors uses this delegation of
authority, resolves to set a ceiling on the amounts of the
may be made immediately or at a later date under this
delegation may not exceed 15% of the share capital on the
date of the Meeting;
(ii) the amount of capital increases made under this
delegation shall be deducted from the amount of the Overall
Ceiling provided in paragraph 2 (ii) of the fourteenth
resolution of this meeting and from the ceiling provided in
paragraph 2 (i) of the fifteenth resolution;
(iii) to these ceilings shall be added, where applicable, the
nominal amount of any shares issued to preserve, in
accordance with the law and regulations and, where
applicable, contractual provisions providing for other cases
of adjustment, the rights of holders of securities giving
Shareholders’ Meeting, the term of validity of the delegation of
authority under this resolution and notes that this delegation
purchase shares, or rights to free shares;
cancels with effect from this day any portion unused by the
222
2012 Annual Report
223
(iv) the maximum nominal amount of debt securities giving
accordance with Article L.225-147 paragraph 6 of the French
access to the Company’s capital may not exceed a ceiling of
Commercial Code:
two hundred twenty-five million euros (€225,000,000) or the
equivalent value, it being noted that this amount will be
deducted from the ceiling provided in paragraph 2 (iv) of the
fourteenth resolution and from the ceiling provided in
paragraph 2 (iv) of the fifteenth resolution for debt securities,
and that this ceiling is independent and distinct from the
amount of any debt securities that the Board of Directors
may decide or be authorized to issue under Article L.228-40
of the French Commercial Code.
1°) Delegates to the Board of Directors, with the right to
delegate further in accordance with the law, the powers to
issue shares or securities that give or could give access to the
Company’s capital within the limit of 10% of the share capital
at the issue date in consideration of contributions in kind made
to the Company and consisting of shares or securities giving
access to the capital of other companies, when the provisions
of Article L.225-148 of the French Commercial Code are not
applicable.
The
Shareholders’
Meeting
states
that,
in
3°) Resolves to cancel shareholders’ preemptive rights to the
conformity with the law, the Board of Directors shall vote to
securities covered by this resolution.
approve the report of the Capital Contributions Appraiser(s)
4°) Notes that this authorization shall automatically entail the
mentioned in Article L.225-147 of said Code.
waiver, in favor of the holders of said securities, of
2°) Resolves that the nominal amount of the capital increase
shareholders’ preemptive rights to the shares to which such
resulting from the issue of securities defined in the preceding
securities give entitlement.
paragraph shall be deducted from the amount of the Overall
5°) Resolves that, in accordance with Article L.225-136 of the
French Commercial Code:
Ceiling provided in paragraph 2 (ii) of the fourteenth resolution
above.
(i) the price of shares issued directly shall be at least equal
3°) Resolves to cancel, as needed, the preemptive right of
to the minimum required by the laws and regulations in
shareholders to subscribe shares and/or securities thus issued
effect at the time this authorization is used;
in favor of holders of these financial instruments which are the
(ii) the issue price of securities giving access to capital shall
object of the in-kind contribution.
be such that, for each share issued as a result of the
issuance of such securities, the sum collected immediately
by the Company plus, where applicable, any that may be
collected later by the Company, is at least equal to the
minimum subscription price defined in the preceding
paragraph.
4°) Resolves that the Board of Directors shall have all powers,
in particular to: approve the evaluation of the contributions
and/or the granting of a particular benefit; define the exchange
parity and, if applicable, the amount of the adjustment to be
paid; determine the issue dates, conditions and terms; confirm
the completion of said contributions; deduct all expenses,
6°) Resolves that the Board of Directors, in the event that
charges and fees from the premiums, with the balance being
subscriptions have not absorbed the entire issue of securities,
appropriated in any way decided by the Board of Directors or
can limit the issue to the amount of subscriptions as provided
Ordinary Shareholders’ Meeting; increase the share capital
by the law in effect at the time of use of this authorization.
and make corresponding revisions to the bylaws; and in
7°) Grants full powers to the Board of Directors (with the power
to further delegate according to law) to implement this
authorization and in particular to set the terms of issue,
general take all measures useful or necessary, enter into all
agreements,
undertake
all
actions
and
formalities
to
successfully conclude the planned issue.
subscription and payment of sharesor securities, to record the
completion of the capital increase resulting therefrom, to
amend the bylaws accordingly, and otherwise to take all
actions referred to in paragraph 7 of the fifteenth resolution.
Shareholders’ Meeting the term of validity of the delegation of
authority under this resolution.
EIGHTEENTH
AUTHORITY
SEVENTEENTH
AUTHORITY
RESOLUTION
TO
ISSUE
-
DELEGATION
SHARES
OR
OF
VARIOUS
SECURITIES IN CONSIDERATION FOR CONTRIBUTIONS
IN KIND MADE TO THE COMPANY WITHIN THE LIMIT OF
10% OF THE SHARE CAPITAL
Directors and the special report of the Statutory Auditors, in
2012 Annual Report
RESOLUTION
TO
THE
BOARD
-
DELEGATION
OF
DIRECTORS
OF
TO
INCREASE THE SHARE CAPITAL BY ISSUING SHARES
OR SECURITIES GIVING ACCESS TO EQUITY, RESERVED
FOR PARTICIPANTS IN EMPLOYEE SAVINGS PLANS
WITHOUT PREEMPTIVE RIGHTS IN FAVOR OF SAME
Directors and the special report of the Statutory Auditors, and
under the provisions of Articles L3332-1 et seq. of the French
Labor Code and Articles L.225-138-1 et seq. of the French
223
Commercial Code, and in conformity with Articles L.225-129-2
powers to determine the conditions of the issue(s) completed
and L.225-129-6 of the French Commercial Code:
by virtue of this delegation of authority, and in particular to:
(i)
1°) Delegates to the Board of Directors, with the right to
determine that the issues may take place directly in
favor of the beneficiaries or via the intermediary of collective
delegate further in accordance with the law, its authority to
investment funds;
decide, on one or more occasions:
(ii)
(i) to issue new shares or securities reserved for
determine the characteristics, amounts, conditions and
terms of the issues or grants which will be completed by
employees of the Company and/or companies affiliated
virtue of this authorization, and in particular of the effective
with the Company as defined in Article L.225-180 of the
French
Commercial
Code,
who,
date and terms of payment for the shares;
where
applicable,
(iii)
participate in a Company savings plan and/or a voluntary
set the subscription or sale price of the shares under the
conditions of law;
employee savings partnership plan, which employees may
(iv)
subscribe directly or through any collective investment
(v)
fund;
(ii) to
grant
to
such
employees
shares
or
set the subscription opening and closing dates;
set the term of payment for the shares, which must not
exceed the maximum period stipulated by the relevant laws
share
and regulations, as well as (where necessary) the required
equivalents giving access to the capital of the Company
length of service for employees to participate in the
within the limits provided in Articles L.3332-21 et seq. of
operation and the matching contribution of the Company;
the French Labor Code, with shareholders waiving any
(vi)
right to the securities that may be issued on a free basis.
2°) Resolves that:
record the capital increases by the amount of shares
actually subscribed;
(vii)
modify the bylaws as necessary and generally take the
(i) the nominal amount for an immediate or future capital
necessary steps and, if deemed appropriate, allocate the
increase resulting from issues of shares or
other
capital increase costs to the relevant premiums and deduct
securities carried out pursuant to the power awarded to
the necessary amount to ensure that the legal reserve is at
the Board of Directors by this resolution may not exceed
one tenth of the new share capital after every increase.
5% of the share capital on the date of this meeting or its
equivalent in any other authorized currency;
(ii) this ceiling is fixed not counting the nominal amount of
any shares to be issued to preserve, in accordance with
law
and,
where
applicable,
contractual
provisions
providing for other cases of adjustment, the rights of
holders of securities giving access to the Company’s
NINETEENTH
capital, options or warrants to purchase new shares, or
GRANTED TO THE BOARD OF DIRECTORS TO REDUCE
rights to free shares; and that
THE SHARE CAPITAL BY CANCELING SHARES
(iii) the nominal amount of capital increases made under
this delegation shall be deducted from the amount of the
Overall Ceiling provided in paragraph 2 (ii) of the
fourteenth resolution of this meeting.
3) Authorizes the Board of Directors, under the conditions of
this resolution, to sell the shares as provided by the last
paragraph of Article L. 3332-24 of the French Labor Code.
RESOLUTION
–
AUTHORIZATION
shareholders, and having considered the report of the Board of
Directors and the special report of the Statutory Auditors:
1°) Authorizes the Board of Directors, in accordance with
Articles L.225-209 et seq. of the French Commercial Code, to
reduce the share capital on one or more occasions, as and
4°) Resolves that the subscription price of shares issued under
when it sees fit, by canceling all or part of the shares held or
this delegation of authority shall be determined under the
purchased by the Company within the limits permitted by law,
conditions provided by the provisions of Article L.3332-19 et
which at present is 10% of the Company’s capital in a twenty-
seq. of the French Labor Code.
four month period. This limit applies to the amount of capital
5°) Resolves to cancel the preemptive rights of shareholders
to shares to be issued under this resolution in favor of these
employees or former employees participating in a savings plan
and/or voluntary employee savings partnership plan of the
Company and/or of the companies and/or groups affiliated with
after any adjustments for transactions affecting it made after
the date of this Shareholders’ Meeting.
2°) Confers full powers on the Board of Directors, with the
power to delegate further in accordance with the law, to:
(i)
it as defined in Article L.225-180 of the French Commercial
Code and Articles L.3344-1 et seq. of the French Labor Code.
(ii)
and Company bylaws) to implement this delegation of
authority on one or more occasions, in compliance with the
conditions that have been established and, in particular, all
224
determine the final amount of the capital reductions,
set their terms and conditions and duly record their
6°) Grants full powers to the Board of Directors (with power to
delegate further according to the applicable laws, regulations
cancel the shares and make the resulting capital
reduction(s);
completion;
(iii)
deduct the difference between the net book value of
the cancelled shares and their par value from any reserve
or share premium accounts;
2012 Annual Report
(iv)
amend the bylaws accordingly and, more generally, do
everything necessary in accordance with the laws
prevailing at the time this authorization is used.
3°) Sets at eighteen (18) months from the date of this
225
TWENTIETH RESOLUTION - POWERS
Directors, gives full powers to the bearer of a copy or extract of
the minutes of this meeting to carry out all legal registrations,
filings, announcements and other formalities.
***
2012 Annual Report
225
CROSS-REFERENCE TABLE
7. CROSS-REFERENCE TABLE
ANNUAL REPORT (online at www.clubmed-corporate.com)
The Group is regulated by Article L451-2 of the French Monetary and Financial Code and complies with the obligations thereunder.
This document includes the contents of the Registration Document, the annual financial report, the management report, the
Chairman of the Board’s report on corporate governance, and information on fees paid to the Statutory Auditors.
The following information is incorporated by reference in the Annual Report:
- The business report, the consolidated financial statements and separate financial statements of Club Méditerranée and the
Statutory Auditors’ reports thereon for the fiscal year 2009-2010 as presented on pages 23 to 36, pages 95 to 171, page 143 and
page 172 of the Registration Document filed with the Autorité des Marchés Financiers on January 27, 2011.
- The business report, the consolidated financial statements and separate financial statements of Club Méditerranée and the
Statutory Auditors’ reports thereon for the fiscal year 2009-2010 as presented on pages 23 to 36, pages 117 to 192, page 165 and
page 193 of the Registration Document filed with the Autorité des Marchés Financiers on January 20, 2012.
To facilitate the reading of the Annual Report, the cross-reference table below refers to the main headings required by Annex 1 of
European Commission Regulation 809/2004 implementing the so-called “Prospectus” Directive.
1. Persons responsible
1.1 Name and function of persons responsible
229
1.2. Declaration of persons responsible
229
2. Statutory auditors
2.1. Names and addresses of the statutory auditors
128
2.2. Resignation, removal or non-reappointment
n/a
3. Selected financial information
3.1. Selected historical financial information
3.2. Selected historical financial information for interim periods
4. Risk factors
8
n/a
38-42
5. Information on the issuer
5.1 History and development of the issuer
5.1.1. Legal and commercial name of the issuer
208
5.1.2. Place of registration and registration number
208
5.1.3. Date of incorporation and duration
208
5.1.4. Registered office and legal form
208
5.1.5. Important events in the development of the business
4
5.2 Capital expenditures
5.2.1. Principal investments for each financial year for the period covered by the historical financial
information
5.2.2. Principal investments in progress, geographical distribution of these investments (home and abroad)
and method of financing (internal or external)
5.2.3. Information concerning the principal investments that the issuer expects to make in the future and
for which its management bodies have already made firm commitments
34; 148
n/a
n/a
6. Business overview
6.1. Principal activities
6.1.1. Type of operations and principal activities
6.1.2. Significant new products or services launched on the market
6.2. Principal markets
8-17; 28-37
n/a
13-15
6.3. Exceptional factors
37
6.4. Extent of dependence on patents and licenses, industrial, commercial or financial contracts, or new
manufacturing processes
37
6.5. Competitive position
13 ; 38
7. Organizational structure
226
2012 Annual Report
7.1. Brief description of the Group
179-180
7.2. List of major subsidiaries
175-177
8. Property, plant and equipment
8.1. Existing or planned property, plant and equipment, including leased properties, and any major
encumbrances thereon
8.2. Environmental issues that could affect the use of property, plant and equipment
16-17; 34-37;
138-139; 148-149
39; 45
9. Operating and financial review
9.1. Financial position
28-35; 131-133
9.2. Operating results
30
9.2.1. Significant factors
9.2.2. Material changes in net sales or revenues
9.2.3. Policies or factors that have affected, or could affect, the issuer’s operations
28
28; 136
36-37
10. Capital resources
10.1. Issuer’s capital resources
10.2. Sources and amounts of cash flows
10.3. Borrowing requirements and funding structure
10.4. Information regarding any restrictions on the use of capital resources that have materially affected, or
could materially affect, the issuer’s operations
133; 152-154; 161
34-35; 132; 170
131; 161-164
35; 167
10.5. Anticipated sources of funds
n/a
11. Research and development, patents and licenses
n/a
12. Trend information
12.1. Major trends
36-37
12.2. Trends likely to affect the issuer’s prospects
36-37
13. Profit forecasts or estimates
13.1. Statement setting out the principal assumptions for estimates
n/a
13.2. Report by independent accountants or auditors relating to profit forecasts or estimates
n/a
14. Administrative, management and supervisory bodies and senior management
14.1. Information about the members of the Board of Directors
14.2. Conflicts of interest
85-96
97
15. Remuneration and benefits
15.1. Amount of remuneration paid and benefits in kind
15.2. Total amounts set aside or accrued to provide pension, retirement or similar benefits
122
122-126; 157-158
16. Board practices
16.1. Expiration of current Board terms
16.2. Service contracts binding members of the administrative, management or supervisory bodies
85-96
n/a
16.3. Audit Committee and Remuneration Committee
100-102
16.4. Compliance with the principles of corporate governance applicable in France
100; 122
17. Employees
17.1 Number of employees
168
17.2. Profit sharing and stock options
125
17.3. Employee ownership
26
18. Major shareholders
18.1. Shareholders with greater than 5% stake
18.2. Existence of different voting rights
26
24; 26
18.3. Control of the issuer
n/a
18.4. Arrangements known to the issuer which may at a subsequent date result in a change in control of
the issuer
n/a
19. Related party transactions
20. Financial information concerning the issuers’ assets and liabilities, financial position and
results
20.1. Historical financial information
20.2. Pro forma financial information
2012 Annual Report
37; 171-172
8
n/a
227
20.3. Financial statements
20.4. Auditing of historical annual financial information
20.4.1. Statement that the historical financial information has been audited
20.4.2. Other information verified by the auditors
20.4.3. Source of financial data not extracted from the issuer’s audited financial statements
20.5. Age of the latest financial information
129-180; 181-206
179; 207
229
104-109; 121
n/a
129; 181
20.6. Interim and other financial information
n/a
20.7. Dividend policy
20
20.7.1. Amount of the dividend per share adjusted, where the number of shares in the issuer has changed,
to make it comparable
20
20.8. Legal and arbitration proceedings
41
20.9. Significant change in the financial or trading position
37
21. Additional information
21.1. Share capital
21
21.1.1. Amount of subscribed capital
21
21.1.2. Shares not representing capital
n/a
21.1.3. Shares in the issuer held by or on behalf of the issuer itself or by subsidiaries of the issuer
26
21.1.4. Amount of any convertible securities, exchangeable securities or securities with warrants
21
21.1.5. Information about and terms of any acquisition rights and/or obligations over subscribed but unpaid
capital or an undertaking to increase the capital
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
21.1.7. History of share capital
n/a
n/a
23-24
21.2 Memorandum of association and bylaws
21.2.1. Issuer’s corporate purpose and where it can be found in the memorandum of association and
bylaws
21.2.2 Provisions with respect to the members of the administrative, management and supervisory bodies
208
85
21.2.3. Rights, preferences and restrictions attached to each class of the existing shares
24
21.2.4. Actions necessary to change the rights of shareholders
n/a
21.2.5. Conditions governing the manner in which shareholders’ meetings are called
24
21.2.6. Provisions that would have an effect of delaying, deferring or preventing a change in control of the
issuer
n/a
21.2.7. Provisions governing the threshold above which shareholder ownership must be disclosed
21.2.8. Conditions, statutes or charter governing changes in the capital
22. Material contracts
24-25
n/a
12; 35; 145; 163
23. Third party information, statements by experts and declarations of any interest
23.1. Expert statement or report
n/a
23.2. Confirmation regarding information sourced from a third party
n/a
24. Documents on display
25. Information on holdings
228
27
175-177; 203-204
2012 Annual Report
PERSONS RESPONSIBLE
8. PERSONS RESPONSIBLE
PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT
- Henri Giscard d’Estaing
Tel: + 33 (1) 53 35 30 23
VICE-PRESIDENT, INVESTOR RELATIONS AND FINANCIAL COMMUNICATION
- Pernette Rivain
Tel: + 33 (1) 53 35 30 75
Fax: + 33 (1) 53 35 32 73
e-mail: pernette.rivain@clubmed.com
STATEMENT BY THE PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT
“I hereby declare that, having taken all reasonable care to ensure that such is the case, the information contained in this Registration
Document is, to the best of my knowledge, consistent with the facts and contains no omission likely to affect its import.
I further declare that, to the best of my knowledge, i) the financial statements have been prepared in accordance with the applicable
accounting standards and give a true and fair view of the assets and liabilities, financial situation and results of Club Méditerranée
and the consolidated companies, and ii) the management report on page 28 presents a fair view of the business, results and
financial position of Club Méditerranée and the consolidated companies, as well as a description of the main risks and uncertainties
they face.
I have obtained a statement from the Independent Auditors at the end of their engagement, affirming that they had audited the
information about the financial position and the accounts contained in this Registration Document and had read the entire
Registration Document.”
Paris, January 24, 2013
2012 Annual Report
229
GLOSSARY
GLOSSARY
Activity
The activity is divided into 3 BU's:
- Europe-Africa consists of the commercial BU FBS (France, Benelux and Switzerland), commercial BU
NMEA (Europe-Africa New Markets such as UK, Germany, Russia, Italy ...) and BU EAF operation which
includes the exploitation of villages in Europe-Africa
- Americas: AMN: commercial BU and villages in North America and AML: commercial BU and villages in
South America
- Asia: ESAP: commercial BU and villages in Southeast Asia and the Pacific (Japan, Australia, New
Zealand, Singapore, South Korea, Malaysia, Thailand, India, Indonesia). Greater China: commercial BU
and villages in China, Taiwan and Hong Kong.
Business Unit (BU)
Level of activity consolidation in a geographical area
Business Volume (BV)
Total sales of goods and services (before VAT) regardless of the operating structure, BV is expressed by
outbound country (or area)
Capacity
Total number of beds available for sale over a season or year, expressed in hotel days (HD).
Calculation : number of beds x opened days of the village
Price-mix effect
Combined impact of 3 phenomena:
- The change in price for a given Village and the corresponding transportation : tarif effect
- The influence of the breakdown of adult/child customers in Villages by average level of income;
- The breakdown of sales between Villages which apply different rates linked to the comfort category or
positioning for the Group’s sales over the year (high season/low season).
Volume effect
Impact of the increase or reduction in the number of hotel days sold on village revenues or operating
income.
GM
Gentil Membre : Club Med customer
GMT
GM Transporté : customer to whom Club Med sells a full package therefore the transportation
GO
Gentil Organisateur : it’s a Club Med employee in direct contact with the customer. A GO is above all a link
creator within the village.
GE
Gentil Employé : it’s also Club Med employee, originating in the country where the village is located. His job
is sedentary and has a status different from that of GO. GOs and GEs tasks are different but
complementary.
REVPAB
Revenue Per Available Bed : Total revenues Villages exc. VAT by outbound region excluding transportation
divided by the capacity
Direct sales
Sales managed by Club Med structure/sales units (agencies, call centers, Club Med Affaires, Club Med
websites)
Indirect sales
Sales managed by non Club Med distributors (network of franchise, ducroire, comptant)
***
230
2012 Annual Report
CLUB MEDITERRANEE SA
11, rue de Cambrai 75957 Paris Cedex 19 – France
Tel: +33 (0)1 53 35 35 53 – Fax: +33 1 53 35 36 16 – www.clubmed.com
Société anonyme (joint stock corporation) with share capital of €121,290,236 – 572 185 684 RCS Paris –
License: LI 075 95 0333
2012 Annual Report
231
RCP No. AA 992 497 GENERALI ASSURANCES IARD – 7, boulevards Haussmann – F – 75456 Paris Cedex 9
Garantie Financière APS – 15, avenue Carnot – F – 75017 Paris

2012 Annual Report

Transcription

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