Overview of our markets in Our commitment to maintaining proximity 21. Governance and results 42

Activity report Contents Ever closer Message from management 2 Close to consumers in every country 4 Proximity at the heart of our humanistic and entrepreneurial culture 6 Highlights of Overview
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Activity report 2012 Contents Ever closer Message from management 2 Close to consumers in every country 4 Proximity at the heart of our humanistic and entrepreneurial culture 6 Highlights of Overview of our markets in Cheese products 12 Other dairy products 16 Our commitment to maintaining proximity 21 Listening to our consumers and customers 24 Selling better together 28 Buying better together 29 Together with milk producers for sustainable farming 30 Reducing our imprint on the environment 32 Close to our staff for shared success 37 Committed to a better world 40 Governance and results 42 Corporate governance 43 Key figures 44 Stock market activity in Management report 47 Social and environmental information 50 Internal control and risk management 63 Consolidated income statement 65 Consolidated balance sheet 66 Consolidated statement of cash flows 67 Simplified Group structure 68 NRE/GRI table of equivalents GRI 69 Subject index 70 The thickness of the rampart counts less than the will to pierce it. Thucydide Ever closer N 1 worldwide for specialty cheeses 3.5 billion liters of milk transformed 18,870 employees in 29 countries Products sold in 120 countries Net sales for billion euro Bongrain SA Cheeses, cream, butter, ingredients: the best of milk. Bongrain SA is one of the world s main transformers of milk, the 2 nd largest cheese group in France and the 5 th worldwide. Focused on cheese and other dairy specialties, as well as on dairy ingredients with added value, the Group produces and distributes products of superior quality that are adapted to modern habits of consumption and backed up by strong brands. The Group s development is supported by intimate knowledge of local tastes and culinary practices, rich cheese-making know-how and cutting edge research into milk s constituents. Consumer satisfaction, employee fulfillment, independence of decision and sustainability of the Group: these are the objectives that fuel the strategy of responsibility and sustainability that has been the Group s since it was founded. Bongrain SA is a family-owned group listed with Euronext Paris. As a signatory of the UN s Global Compact, the Group has undertaken to comply with its ten universal principles in the areas of human rights, working conditions, the environment and the fight against corruption. It reports thereon each year. Activity report Message from management 2012 has been a year of progress despite a difficult economic environment and significant crisis in Spain and in several countries of Central and Eastern Europe. The policies which have greatly helped us resist are the result of a deliberate strategy. We support our strategic brands which are part of our food heritage. We continuously improve the quality of our products, which are above all products for pleasure, so as to be sure that consumers will be entirely satisfied whenever they eat them. We pursue our industrial performance plans in order to improve our operating margin. We develop our international operations. We have taken advantage of an environment that has been favorable to deriving value from milk powders and whey. Eating is a fundamental human need. Our results demonstrate that innovative products of quality make it possible to go far beyond the mere satisfaction of that need. And our Group s vocation, Leading the way to better nutrition, is at the forefront of those ambitions. Consumers want products that are more natural, more local and more reliable. Milk is a natural product that we collect daily from the countryside around our cheese factories, from partners in our industry in which we are an active participant. Our desire is to pursue our efforts in a climate of confidence and proximity, values which are at the heart of our culture as a family business. Confidence and proximity with our milk producers with whom we engage in strong contractual relationships and with whom we are committed to a joint emphasis on quality and sustainable development. Confidence and proximity with our suppliers in the framework of a responsible purchasing charter. Confidence and proximity with new partners whose requirements of quality for the distribution of their products we share. Confidence and proximity with our customers who have recognized our sales force as the best in France for cheese, our contribution to the commercial development of which has recently been recompensed by a Janus du Commerce award. Robert Brzusczak Executive Vice-President Deputy Managing Director A graduate of the University of Liège 58 years old Managing Director of Compagnie Laitière Européenne since François Wolfovski Deputy Managing Director A qualified accountant 54 years old Joined the Group in 1983 Financial Director since Jean-Paul Torris Executive Vice-President Deputy Managing Director ESCP, MBA (Stanford) 60 years old Director of West European cheese operations from 2003 to Bongrain SA Confidence and proximity with our consumers who do not hesitate to recognize the quality of our products and the strength of our brands. And above all, confidence and proximity with our employees whose expertise and commitment are the driving force of our Group s development. What is the outlook for 2013? Numerous European countries are engaged in policies of reduction of their deficits which result in lost purchasing power and economic crisis. In the USA, the political power struggle may have budgetary impacts that will weigh strongly on GDP. In France, negotiations with our distributor partners are proving difficult and tense. Coping with the volatility of the raw materials markets remains a permanent challenge. In this context, which leads us to be extremely prudent as regards the outlook for 2013, we will continue to invest in our fundamentals: maintaining the quality of our products; supporting our brands and reinforcing them via innovation; developing our commercial effectiveness which is recognized and appreciated by our customers; reinforcing our industrial investment and efforts to improve productivity; pursuing our international development and for all of that, placing confidence, at all levels and in all our subsidiaries, in our strong and competent teams. The best argument, faced with crisis, is our unwavering strategy held focused on the long term and made possible by the existence of our stable family shareholding. But strategic continuity and clarity over the long term do not mean that the ride will always be an easy one. The initial signs are that 2013 may be a difficult year. However despite the adversity of certain situations, we do not intend to depart from our strategic convictions and values and we will not give way to short-term opportunism. We will stay the course in order to traverse this period of difficulty and achieve our objectives of profitable growth which alone can ensure our business will endure. Activity report Close to consumers in every country In each of the countries in which the Group is present, we offer consumers products designed for their needs, backed up by premium brands in which they have confidence and which are often part of their national heritage. Our international development is founded in our local approach and proximity with our distributor, professional and industrial customers. Mass distribution As a branded cheese specialist, our product portfolio extends to all cheese families, formats, uses and expectations whether in terms of pleasure, variety, ease of use, wellbeing or health. We also produce and distribute modern butters, creams and dessert preparations. Food service and industry We design products and ingredients to facilitate the work of all food service professionals. As a specialist producer of nutritional and functional ingredients extracted from milk, we use cutting edge research and advanced technologies to meet the specific requirements of food, dietary and health product manufacturers. Net sales for 2012 by geographical zone 4,084 M 29.7% Rest of the world 31.4% France R e s t 38.9% o f E u r o p e North America Bongrain produces American specialties and is the N 1 importer and distributor of fine foreign cheeses. South America N 1 for processed cheeses in Brazil, a producer in Argentina and Uruguay and an importer in Chile. 4 Bongrain SA Western Europe Bongrain is France s N 2 cheese manufacturer and N 1 for branded cheeses in Germany. Mediterranean basin The Group is present in Egypt and has a partnership with a local operator in Tunisia. Central and Eastern Europe Bongrain is the N 1 cheese group with strong positions in all our markets. Asia Bongrain is present in the main retail markets. Activity report Proximity at the heart of our humanistic and entrepreneurial culture Our Group consists of companies of human scale, most often located within their milk producing areas, united by a strong humanistic, family and entrepreneurial culture. It favors decentralized management placing operating subsidiaries at the heart of its development. Shared service entities are responsible for providing administrative, industrial and commercial synergies, developing high-performance information systems, sharing innovation and best practices, selecting projects and optimizing our brand and product portfolios. Our shared total quality management approach focuses all employees on satisfying customers and all other stakeholders. Economic development, respect for people and preservation of natural resources: Bongrain aims for balanced performance and has a longterm perspective on decision-taking. Our action principles and rules of conduct are included in an Ethical Charter The Group and its culture a copy of which is provided to all employees. Our goals Innovate constantly in order to manufacture and sell products and services of very high quality, perfectly meeting consumers and customers expectations. Encourage the professional and personal wellbeing of the women and men working in and for the Group. Secure and reward the capital employed in the Group and preserve its independence and autonomous power of decision. Our values Tolerance: accepting and understanding others. Courage: exercising one s responsibilities fully and recognizing one s errors. Honesty: respecting the truth and not masking it. Loyalty: being faithful to the Group, that in turn supports its employees. Participate in the economic and social development of the countries in which the Group is established and serve the common good. 6 Bongrain SA Die Gruppe und ihre Kultur Unternehmenskultur Le Groupe et sa Ethik culture Verhaltenskodex Про культуру Групи Our strategic orientations ique-ar-vect.indd 1 04/05/12 17:20 idd :52:47 Our action principles Differentiate on quality and aim for product superiority by ensuring that their benefits are clearly perceived and appreciated by consumers and professional customers alike. Reinforce efficiency in all areas by disseminating best practices, standardizing processes, pooling resources and consolidating purchases. Encourage individual and collective commitment by recognizing personal and team contributions and allowing each and every one to develop their full potential. Subsidiarity: not doing at a higher level what can be satisfactorily accomplished at a lower level. Collegiality: sharing information and preparing decisions with others, in order to obtain the best advice. Autonomy: fully exercising one s responsibilities within the framework of a clear and precise delegation of authority. Activity report Highlights of 2012 JANUARY A multicultural ethical charter Culture, ethical values and business conduct: the fundamental principles on which the Group has been constructed, and which have always guided its action, were translated into the 19 languages spoken within the Group worldwide. FEBRUARY Top Employer for 2012 For the fourth consecutive year, Bongrain France received the Top Employers in France award for the quality of its human resource policies and management practices. Our Spanish subsidiary Arias also received the distinction for the third year running. MARCH Contractual relationships signed with 94% of the Group s milk producers The Group s discussions with milk producers culminated in the signature on March 2, 2012 at the French Farm Fair (Salon de l Agriculture) of a national protocol involving a framework agreement between each subsidiary and each organization of producers and an application agreement setting out each producer s commitment to its local dairy. JUNE A Janus du Commerce for merchandising On June 4, 2012 at the Palais d Iéna, JANUS 2012 DU COMMERCE Bongrain received a Janus du Commerce label awarded by the Institut Français du Design for the visio-modular self-service cheese counter developed by its merchandizing teams. The innovative counter, which is presented by occasion for consumption, can be optimized depending on the point of sale and season by means of a patented system of mobile shelves. The Janus du Commerce award was complemented by special recognition for the counter s eco-design approach following review of total life analysis for the products displayed. JUNE In the winning trio for the best buyers The first ever classification of buyers placed Bongrain in 3rd place out of 120 large corporations assessed by Médiation interentreprises, Compagnie des dirigeants et acheteurs de France (CDAF) and Assemblée des chambres françaises de commerce et d industrie (ACFCI). Confirming its commitment to responsible purchasing, in November the Group finalized its Charter for Sustainable and Inclusive Purchasing complemented by a Code of Conduct for our buyers. JUNE N 1 sales force for cheese For the 2 nd year running, Alliance Fromagère has been recognized as the N 1 sales force for cheese in France, and N 2 for dairy products as a whole, in the framework of the authoritative assessment of thirteen companies by Advantage Group. The assessment is based on 22 criteria scored by point-of-sale staff ranging from the store director to the cheese department manager. AUGUST N 1 contributor to growth in hypermarket and supermarket cheese sales in France Such is Bongrain s positioning according to a Nielsen panel covering mass consumption brands distributed via hypermarkets and supermarkets self-service counters. Bongrain has been classified N 1 for cheese and other dairy products for the last four years. 8 Bongrain SA SEPTEMBER A responsible choice Bongrain SA is in the Top 5 of the Gaïa Index and in 2nd position for industrial companies. The Gaïa Index, the first index for Socially Responsible Investment (SRI) devoted to French mid-caps, comprises the 70 best out of 230 shares initially selected based on environmental, social and corporate governance criteria. SEPTEMBER A premiere in the land of Caprice des Dieux Inaugurated in the presence of a broad range of regional personalities, the wood-fired boiler at Illoud, in the Haute- Marne department of France, is capable of producing half the steam required by the cheese factory. The boiler constitutes the Group s first experience of wood biomass heating. NOVEMBER Bongrain and Terra Lacta engage in exclusive discussions After exclusive discussion which commenced in November 2012, in February 2013 Bongrain and the Terra Lacta cooperative (Charente region) confirmed their will to engage in a partnership. The detailed proposals, involving a merger of manufacturing operations and the creation of a cheese specialty joint venture, will be submitted to the applicable trade unions and competition authorities during the 1st half of OCTOBER SIAL 2012: 3,000 guests Between October 21 and 25, 2012 more than 150,000 visitors from 200 countries were in Paris for the 25 th edition of SIAL, the world s N 1 food exhibition. All the Group s brands were present on a 350m2 stand. Over five days, about 3,000 tasting meals were served. Activity report 10 Bongrain SA Our markets Overview of our markets in 2012 Desire for variety, diversity of tastes and habits of consumption are the main demand factors for our products. Attentive to consumers and to the evolution of their lifestyles and habits, Bongrain never ceases reinventing cheese and other dairy products to satisfy all desires. D e m o g r a p h y To take everywhere C H E E S E P R O D U C T S Practical O T H E R D A I R Y P R O D U C T S FOOD SERVICE D e v e l o p m e n t Balanced RETAIL CONSUMPTION INDUSTRY CATERING Accessible Festive U r b a n i z at ion Ready-made Homemade L i f e s t y l e s Activity report Our markets Cheese products in Europe In Europe, cheese consumption continues to rise. Within a difficult economic environment, consumers remain attached to conviviality in the family and between friends, at home, and cheese reaps the benefit. Cheese consumption In kg per person and per year (and population in millions) France (65) 26.3 Germany (82) 22.9 Italy (61) 21.8 Switzerland (8) 21.8 Netherlands (17) 19.4 Belgium (11) 15.9 United Kingdom (63) 10.9 Spain (46) 9.6 Source: IDF data for 2011 and Cniel Co-market leader in France Net sales have evolved positively in France where our brand portfolio leads the market for all cheese families and uses: soft cheeses with Caprice des Dieux, Cœur de Lion, Le Rustique and Saint Albray, blue cheeses with Saint Agur and Bresse Bleu, fresh cheeses with St Môret, Tartare, Carré Frais, Apérivrais, cream cheese with Elle & Vire, raclette cheese with RichesMonts, etc. Aperitifs, cuisine, salads, sandwiches, cheeseboard and desserts cheese in all its forms is the arm against the crisis when it comes to entertaining people well at home. Our Riches- Monts raclette cheese won a gold medal at the Concours Général Agricole 2012 agricultural fair: two million households won over in the space of two years. 200,000 Facebook friends for Caprice des Dieux andanewsalesrecordin2012. a new 12 Fresh cheeses enjoy a spurt of creativity St Môret, record growth with Moulé à la Crème Carré Frais 0% with pepper and red berries Tartare Motte Fraîche Noix & Raisins Bongrain SA Apérivrais with preserved tomatoes and pesto. Our medals at the 2013 Concours Général Agricole at the Salon de l Agriculture agricultural fair Gold: Quarter of Maroilles Fauquet, Esquirrou, Ossau Iraty ewe s cheese for cutting. Silver: Saint Agur for cutting, Maroilles Fauquet (750g), Domaine de Bresse, blue cheese for cutting. Raw milk Raclette Meule from RichesMonts, Vieux Pané for cutting. Bronze: Maroilles Mignon Fauquet (375g), intense Boursault, Bresse Bleu. Our markets N 1 for branded cheeses in Germany We have reinforced our leadership in Germany. Our portfolio includes six of the top twelve cheese brands in the market. Three are French brands produced in France for German consumers: Géramont, the N 1 cheese brand in Germany, Saint Albray and Fol Épi. Three are German brands produced in Germany: Bresso, N 2 for soft cheeses, Brunch and Milkana, N 1 for spreadable processed cheese. 125 Géramont products are purchased every minute in Germany. Saint Agur, N 1 for continental blue cheese in the United Kingdom. The countryside and authenticity: the star trends of 2012 The N 1 cheese manufacturer in Central and Eastern Europe Our sales have increased at varying rhythms intensified. In Serbia, Biser has resisted well depending on the country. Our Pribinacek, in a difficult market. In the Ukraine Zvenigorodka, bolstered by its extended range, has Liptov and Apetito brands in Slovakia, and Lucina and Kral Syru brands in the Czech developed strongly. In Russia, our premium Republic, have improved their market shares. specialties continue their growth and the The situation is more difficult in Hungary, launch of the Milkana brand has got off to given the economic crisis, and in Poland a good start. where pressure from distributor brands has Cheese consumption In kg per person and per year (and population in millions) Czech Republic (10) 16.3 Poland (38) 11.4 Hungary (10) 11 Slovakia (5) 10.3 Ru
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