A robust family shareholding group with
At Sonepar, we believe in giving associates the right to own company shares, and we have been putting that belief into practice for over twenty years. Very few privately-owned companies like ours do so.”
The family shareholders grouped together in the family holding company, Colam Entreprendre, consistently support Sonepar’s growth strategy.
Responsible family shareholders
Their close ties to the Group and its executives, their determination to uphold and share its values and to prepare for the future offer tangible proof of their commitment. A major strength of the family shareholding group is that it has successfully tackled the generational challenge. Young shareholders who have reached age 18 get to take an Introductory Seminar, do internships at Sonepar and learn about governance through the Colam Education Path. They can also participate in working groups that may give rise to innovative proposals on issues such as corporate social and environmental responsibility.
As responsible shareholders, we receive, embrace and pass on a heritage that cannot last unless we address the economic, social and environmental challenges facing the world.
Work continued in 2015 on the Colam Shareholder Responsibility program, an approach geared to the present and the future, to supporting the Group’s strategy and to handing down values. The program enables family shareholders to formally express and share the following conviction: “As responsible shareholders, we receive, embrace and pass on a heritage that cannot last unless we address the economic, social and environmental challenges facing the world.” It provides a vision for necessary projects to come: “We pledge our long-term support for the family Group and its businesses, and we help them succeed using an approach grounded in respect for the people who work there. We will use our human and financial resources to launch initiatives with a positive impact on our social and natural environment.”
Another important development in 2015 was a trip that brought shareholders together with Sonepar executives. For four days, 500 participants discussed strategic issues relating to the importance of action (as in the slogan, “Yes we do”) and of mutual trust.
Marie-Christine Coisne-Roquette: Our ambitious goal of having 10% of our associates hold company shares
“At Sonepar, we believe in giving associates the right to own company shares, and we have been putting that belief into practice for over twenty years. Very few privately-owned companies like ours do so. The three standard objections are the family shareholders’ fear that their holdings will be diluted; the sensitive issue of how unlisted stock is valued; and the problem of liquidity (i.e., how to guarantee employee shareholders that they can sell their shares). In countries where privately-owned companies that don’t want to go public or publish their financial statements are prohibited by law from offering shares to a large number of persons, very few organizations manage to overcome those obstacles.
So how have we succeeded? We owe it first and foremost to the determination of our family shareholders. From the start, their philosophy has been to work constantly with our executives to further the company’s long-term interests and to make the challenges facing Sonepar and how it creates value a shared, lasting concern. In addition, we are assisted by recognized financial experts who have ensured the continuity, quality and integrity of our stock valuation process for twenty-five years. Last of all, we have put in place procedures guaranteeing that the shares of any associate shareholder who wants to sell will be bought back.
We have expressed our ambition of having at least 10% of Sonepar’s managers hold company shares, and we have done what it takes to realize that ambition. In 2015, we offered over 4,000 associates the opportunity to acquire their first shares or increase their holdings.”
« The Colam Shareholder Responsibility program is fully in line with the Group’s values. It unites the shareholders around a common vision. »
« A shared, optimistic vision of the future, mutual trust and commitment. »
« A simple, authentic style, plus mutual respect. »
« Our shared values have enabled us to grow right up to the present … and we have multiple prospects for further growth. »
They drive them
They reflect on them
Sound gouvernance to
Sonepar has succeeded in combining decentralized operations and lasting growth by drawing on shared values and principles of action.
Those values and principles are embodied in a Governance Charter for the Group’s shareholders and executive bodies. Responsibilities are clearly spelled out with the overriding aim of making the Group “La Référence.” The holding company, Colam Entreprendre, brings together the family shareholders. Colam Entreprendre defines the rules on debt levels, sets demanding security ratios and performance targets and ensures the implementation of a calculated risk-taking policy. The Group’s dividend policy provides balance between the company’s expansion and returns to shareholders. The family shareholders also wanted to offer a stake in the Group to those who work for it. All associate shareholders hold their shares through an entity called Sonepack. Together, the family and associate shareholders own Sonepar’s share capital.
The Charter puts forward rules of behavior and requires everyone to
- Treat others with respect;
- Refrain from any actions or decisions that they would not be able to defend in public;
- Promote integrity, create motivation, reward loyalty, efficiency and initiative;
- Develop a mindset of mutual respect between the company and its members.
Everyone is also expected to implement the following operating principles:
- Combine trust with adequate control;
- Make responsibility for security and control everyone’s business;
- Ensure that information is protected and shared where needed within the Group;
- Refrain from using one’s title or position as a means to procure pecuniary or other advantages; the obligation to report any conflict of interest, even potential.
The shareholders’ meeting
With roughly 250 attendees every year, the general shareholders’ meeting provides an opportunity for direct and indirect shareholders, General Management and other Sonepar executives to exchange views. Sonepar’s results and the various aspects of the Group’s strategy are addressed, so that the Group’s objectives and actions can be understood by all and a common vision of Sonepar’s business can emerge. That vision is ratified by a family shareholders’ vote.
The Board of Directors
The Board meets at least once each quarter, drawing on reporting tools and Audit Committee reports to examine Group performance. In addition to an annual review of each of Sonepar’s four Regions in the presence of the Regional President involved, the Board monitors progress and achievements regarding the Group’s main strategic priorities. In 2015, for example, the Board considered the impact of the Group’s acquisition policy on both the most important ending balances on the Group’s balance sheet and how they were transformed into profits. The Board approved the Group’s acquisition of loss-making entities in Germany and Brazil that can eventually be expected to generate a good return on investment. Lastly, the Board keeps a close watch on the risks and rewards of business diversification for the Group.
The Chief Executive Officer oversees and directs Sonepar’s business in accordance with the Mission Letter issued by the Sonepar Executive Committee (SEC), which emphasizes the four key aspects of what our subsidiaries do. In 2015, a large number of acquisitions—nineteen—were carried out in close cooperation with the CFO and the Region Presidents.
The Audit and Compensation Committees
Composed of Board members and family shareholders, these two committees provide assistance to the Board of Directors, performing studies, making recommendations and contributing to the Board’s thinking. In 2015, the Audit Committee examined the actions plans initiated in response to previous audits. Above all, in mapping the key risks that may confront the Group, the Committee reviewed the legal and regulatory compliance efforts completed, in process or planned by the Group. At the same time, the Compensation Committee worked on setting the rules and targets for the 2015 bonus (Fidelity) stock plan, while verifying that variable compensation was properly aligned with the goal pursued.
for the most demanding
Sonepar has adopted strict audit and management procedures, upholds the most demanding international standards and provides constant training to its people.
Internal audits: efficiency first and foremost
The most rigorous approach, based on the highest international standards, in accordance with the Sonepar Internal Audit Charter and the guidance of the Institute of Internal Auditors (IIA): that is what Internal Audit has opted for. Its mission is to provide reasonable assurance on risk management, reporting, internal control and governance processes and to make recommendations to enhance their effectiveness and improve the quality of financial and management information. The audit plan is based on a periodic risk assessment at each main subsidiary. Internal audit engagements cover the primary processes in the Group. In 2015, the team conducted 97 audit engagements. Internal Audit presents its findings and recommendations to the entities audited and monitors implementation of the corrective action plans adopted. Its results are then submitted to the General Management and Boards of the relevant countries, the relevant Region Management, to Group General Management and the Group Audit Committee, also indicating the extent to which management action plans have been implemented.
Key figures 2015
- 97 audit engagements
- 39 acquisitions integrated into our financial processes in the past two years
- 14 new films to raise compliance awareness
Enhanced performance through management control
There are two distinct aspects to management control at Sonepar: measuring and evaluating performance, and continuous enhancement of internal controls.
The Management Control Group supplies performance measurement data and makes recommendations. Setting the goals to be met and then regularly providing shared evaluations of how performance by the various entities compares with planned performance are part of the process. In 2015, Management Control coordinated the creation of a set of tools and good practices for opening new branches and began working on assisting the investment management process. The second aspect of management control is to enlist the participation of key people at all levels of the organization by helping to provide a set of standards, training, expertise and shared evaluation tools and by creating an active forum for discussing good practices on the Group’s social network.
Monthly consolidated financial statements
Sonepar’s consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS). The annual financial statements, which meet similar standards to those of publicly listed companies, are certified by two audit firms, KPMG and Mazars. The consolidation and reporting system used affords the Group a comprehensive view of the financial information for all its subsidiaries. Sonepar also has proven ability to integrate newly-acquired entities. In the last two fiscal years, 41 companies have joined the Group. Centralized management of accounting procedures and financial reporting tools has led to optimization of the processes for producing financial information. As a result, General Management obtains reliable, widely shared monthly reporting.
A centrally-run Treasury Department
Cash and financing are managed by a Paris-based team of eight. Using tools and procedures that offer maximum security, Sonepar guarantees adequate liquidity, monitors the utilization of cash and optimizes management of the associated exchange-rate and interest-rate risks and financing conditions. In 2015, the Group consolidated and extended the maturities on its lines of credit, taking advantage of favorable market conditions that included very low interest rates and interest margins. A further financing tool is cash pooling, which facilitates the circulation and centralization of liquidity within Sonepar.
Education for better understanding of the legal and regulatory environment
Sonepar must deal with increasingly complex economic regulations. That makes it imperative for the entire staff to gain a thorough understanding of their legal environment. The General Counsel has therefore continued to heighten legal security through training, recommendations and the sharing of good practices. In 2015, this effort included an e-learning and communication program with four key topics: competition law, the fight against corruption, export controls and data protection. The program will be translated into 29 languages and deployed throughout the Group in 2016. In addition, Sonepar has issued a brochure for all associates traveling abroad for business that highlights the essential safety and protection guidelines.
The General Counsel also established the SILCC (Sonepar International Legal and Compliance Committee) in 2015 to facilitate the exchange of information and the dissemination of good operating practices. Composed of about twenty members working on those issues who span the Group’s four Regions, the SILCC will hold two formal meetings a year, but will be regularly active on Sonepar’s social network.
responsibility and collective
Sonepar supports its customers in their energy transition initiatives, mobilizing its teams on a daily basis.
Sustainable development has been a priority at Sonepar for several years. The Group has developed a comprehensive approach that encompasses social, economic and environmental concerns, while taking action on a practical level (recycling, energy-efficient lighting, meeting the latest environmental standards in construction, training in eco-driving and more). And because it is above all a people organization, the welfare and safety of its associates come first. Some Group companies also reach out to take action in their local communities.
Sonepar’s approach revolves around four basic commitments: supporting initiatives relating to energy transition and demographic change (implementing energy-saving schemes; responding to the challenge of aging and growing dependency in our societies); limiting environmental impact; making the men and women who work for the Group the key drivers of its development; and engaging with local communities. In this way, Group associates from around the world are able to take daily action, becoming more effective together.
Key figures 2015
- 630 initiatives in 2015
ACTING TOGETHER ON A DAILY BASIS
During Energy Saving Week, Sonepar encourages creativity, adaptation and process improvement, in line with specific local needs. Initiatives are undertaken to reduce environmental footprints, improve energy efficiency, cut consumption, make use of efficient, state-of-the-art equipment, promote recycling, optimize transport and logistics, increase staff safety and more. The areas for action are many and the requisite energy and ideas are plentiful. Every year, increasing numbers of initiatives are carried out in the different countries. Here too, Sonepar aims to lead by example with its customers, associates, suppliers and shareholders.
Energy saving week 2015: even more initiatives
Since 2011, sustainable development has taken center stage every year during Energy Saving Week (ESW). This week-long event mobilizes teams from all of the Group’s companies around the world—and with increasing success.
ESW is rolled out in the different countries through conferences, customer seminars, training for associates, product promotions and innovative services. In 2015, there were 630 initiatives involving partners, customers and suppliers. The discussions on the Sonepar social network have been particularly productive.
An international contest was also launched to reward the best initiatives. In the Communication Strategy category, Alfa Elektro in Poland involved its associates by asking them to come up with the best way of illustrating their company’s approach to sustainable development. As a result, one associate was filmed with a miniature camera for an entire working day, demonstrating the simple actions that everyone can undertake in the workplace to reduce energy consumption. In the Event category, KVC in Malaysia led a major campaign aimed at its customers, broadcasting a video clip of promotional activities, the presentation of equipment, exhibition stands and demonstrations of environmentally friendly products.
In 2016, Energy Saving Week will become Energy & Sustainability Weeks, taking place over a two-week period. From simple energy savings, the market has progressed to addressing broader issues of energy efficiency, a movement that Sonepar has been a part of and will continue to support with its partners. Many challenges lie ahead.