Download reference document 2014

REFERENCE
DOCUMENT
2014
CONTENT S
1
MANAGEMENT
REPORT 2014
1.1.
Main key figures
1.2.Strategy
1.3.
Major transactions during the period
1.4.
Events after reporting period
1.5.
Business analysis
1.6.
Analytical data for the business by segment
1.7.
Financial information and comments
1.8.
Net Assets Value (NAV)
1.9.
Real estate appraisals
1.10. Financial resources
1.11. Risk factors
1.12. Shareholder structure
1.13. Stock market and dividends
1.14. Corporate officers
1.15. Information about the company
and its interests
2
2
3
4
4
8
8
9
17
44
54
56
70
74
79
90
94
126
1.17. Agreements of article L. 225-102-1 last
paragraph of the french commercial code
126
1.18. Report of the board of directors on the draft
resolutions to be submitted to the ordinary
and Extraordinary General Meeting
of Shareholders on 17 April 2015
127
4
SUSTAINABLE
DEVELOPMENT144
2.1.
50% of green assets,
one year ahead of our goal!
2.2.
Foncière des Régions,
a sustainable growth model
2.3.
A portfolio of green offices
147
164
2.4.
Strong partnerships with tenants
that strengthen the Hotels
and Service Sector business
176
2.5.
The performance of our Logistics business
180
2.6.
Dynamic management
of the Residential portfolio
2.7.
An approach shared with all subsidiaries
2.8.
Promoting regional expansion
2.9.
Human capital
3.1.
Consolidated financial statements
as at 31 December 2014
3.2.
Notes to the consolidated financial statements
276
283
3.3.
Statutory Auditors’ report on the consolidated
financial statements
349
3.4.
Parent company financial statements
as at 31 December 2014
3.5.
Notes to the company financial statements
351
355
3.6.
Statutory Auditors’ report
on the annual financial statements
384
3.7.
Statutory Auditors’ report on related-party
agreements and commitments
3.8.
Agenda and draft resolutions
3.9.
125
1.16. Information about social
and environmental impact
FINANCIAL
INFORMATION274
3.10. Statutory Auditors’ report on the issue
of shares and/or securitiesgiving access
to the capital reserved for members
of a company savings plan
411
3.11. Statutory Auditors’ report on the issue
of shares and various securitieswith
maintenance and/or waiver of the preferential
subscription right
412
CONTROL
OF THE COMPANY
2.10. Open and transparent governance
182
190
195
202
210
2.11. CSR performance
217
2.12. Verification by an independent
third party auditor
271
413
4.1.
Report by the Chairman of the Board
of Directors on corporate governance
and internal control
414
4.2.
Statutory Auditors’ report, prepared in
accordance with Article L. 225-235 of the
French Commercial Code on the report
prepared by the Chairman of the Board
of Directors of Foncière des Régions
439
4.3.
Parties responsible for auditing
the financial statements
440
146
5
386
391
Statutory Auditors’ report on the capital reduction 410
INFORMATION
AND MANAGEMENT
5.1.
Presentation of the company
5.2.
General information concerning the issuer
and its share capital
5.3.
Administration and management
5.4.
5.5.
441
442
446
454
Person responsible for the Reference Document 458
Annual information document (Article 221‑1‑1
of the general regulations of the AMF)
459
6
7
TABLE OF CONCORDANCE FOR
THE REFERENCE DOCUMENT
461
EPRA REPORTING
AS AT 31 DECEMBER 2014
465
8
DEFINITIONS, ACRONYMS
AND ABBREVIATIONS USED
473
C O - C R É AT E U R D ’ H I S T O I R E S I M M O B I L I È R E S
2 COULEURS
QUADRI
MONOCHROME
RVB
Pantone 542
C 70 / M 20 / J 0 / N 10
Pantone 280
55 %
R 59 / V 151 / B 200
Pantone 280
C 100 / M 70 / J 0 / N 20
Pantone 280
100 %
R 0 / V 70 / B 138
REFERENCE
DOCUMENT
Niveaux de gris
2014
Monochrome noir
En réserve blanche
noir 100 %
blanc
noir 65 %
noir 100 %
RENTAL INCOME
+ 0.2% à pc
558 M
€
OCCUPANCY RATE
EPRA RNI
97.1%
Foncière des Régions
DIVIDEND
+ 6%
315 M
€
1
Reference Document 2014
+ 2.4%
€
4.30
1
MANAGEMENT
REPORT 2014
1.1. MAIN KEY FIGURES
4
1.7. FINANCIAL INFORMATION
AND COMMENTS44
1.7.1.
1.7.2.
1.2. STRATEGY4
1.3. MAJOR TRANSACTIONS DURING
THE PERIOD
1.8. NET ASSETS VALUE (NAV)
8
1.8.1.
1.4. EVENTS AFTER REPORTING
1.8.2.
1.8.3.
PERIOD8
1.5. BUSINESS ANALYSIS
1.5.1.
1.5.2.
1.5.3.
1.5.4.
1.5.5.
1.5.6.
1.5.7.
1.5.8.
Recognised rental income: +6.2%
9
Lease expirations and occupancy rates 10
Breakdown of rental income –
Group share12
Disposal and agreements
for disposals: €986 million
13
Asset acquisitions: €397 million
Group share
14
Development projects: €1.5 billion
Group share
15
Portfolio16
List of major assets
17
THE BUSINESS BY SEGMENT
1.6.1.
1.6.2.
1.6.3.
1.6.4.
1.6.5.
1.8.4.
9
1.6. ANALYTICAL DATA FOR
Offices France
Offices Italy
Hotels & Service sector
German Residential
Other activities
1.9.1.
1.9.2.
1.9.3.
1.9.4.
1.9.5.
1.9.6.
1.9.7.
18
27
33
38
41
2
54
56
Introduction56
Context56
Asset valuation method
62
Summary of expert appraisals
of the France Offices portfolio63
Abridged appraisers’ report regarding
the 2014 year-end estimate of the
market value of assets owned by
the company64
Abridged appraisers’ report regarding
the 2014 year-end estimate of the
market value of assets owned by the
company Foncière Europe Logistique 66
Abridged appraisers’ report regarding
the 2014 year-end estimate of the
market value of assets owned by
the company Immeo AG67
1.10. FINANCIAL RESOURCES
1.10.1.
1.10.2.
44
50
Fair value adjustment for the
buildings and business goodwill
55
Fair value adjustment for the car parks 55
Recalculation of the base cost
excluding duties of certain assets
55
Fair value adjustment for fixed-rate
debts55
1.9. REAL ESTATE APPRAISALS
17
Foncière des Régions
Consolidated accounts
Consolidated financial statements
70
Main debt characteristics capitalised 70
Financial indicators of the main
activities73
Reference Document 2014
1.11. RISK FACTORS
1.11.1.
1.11.2.
1.11.3.
74
Risks linked to Foncière des Régions’
activity and strategy
Financial risks
Legal, fiscal, regulatory,
environmental and insurance risks
1.12. SHAREHOLDER STRUCTURE
1.14. CORPORATE OFFICERS
1.14.1.
1.14.2.
74
77
1.14.3.
78
79
COMPANY AND ITS INTERESTS 125
Information on capital
79
Securities providing access
to the share capital79
1.12.3. Breakdown of share capital and voting
rights80
81
1.12.4. Threshold disclosure
1.12.5. Declarations of intent
82
1.12.6. Change in the capital over the last five
fiscal years
82
1.12.7. Employee shareholding
83
1.12.8. Information about the share buyback
programme83
1.12.9. Share subscription and share
purchase options and bonus shares
84
1.12.10. Transactions carried out by Company
Officers involving company shares
87
1.12.11. Active authorisations
89
1.15.1.
1.15.2.
1.15.3.
1.15.4.
1.15.5.
1.13.5.
1.13.6.
AND ENVIRONMENTAL IMPACT 126
1.17. AGREEMENTS OF ARTICLE
L. 225-102-1 LAST
PARAGRAPH OF THE FRENCH
COMMERCIAL CODE126
1.18. REPORT OF THE BOARD
Stock markets
90
Market price at 31 December 2014
90
Transactions in the last 18 months
(Euronext Paris)
91
Information about elements that could
be relevant in the event of a takeover
offer91
Dividends distributed within the last
five fiscal years
93
Appropriation of earnings for the
fiscal year
93
Foncière des Régions
Group organisation
125
Results of subsidiaries
and investments126
Information on cross-shareholding
126
Extrordinary events and litigation
126
Ratings126
1.16. INFORMATION ABOUT SOCIAL
1.13. STOCK MARKET AND DIVIDENDS 90
1.13.4.
Remuneration of corporate officers
94
Gross remuneration for members
of the Board of Directors105
Corporate officers’ terms of office
and functions107
1.15. INFORMATION ABOUT THE
1.12.1.
1.12.2.
1.13.1.
1.13.2.
1.13.3.
94
OF DIRECTORS ON THE
DRAFT RESOLUTIONS TO BE
SUBMITTED TO THE ORDINARY
AND EXTRAORDINARY GENERAL
MEETING OF SHAREHOLDERS
ON 17 APRIL 2015
127
1.18.1.
1.18.2.
3
Ordinary resolutions
Extraordinary resolutions
Reference Document 2014
127
140
1
Management report 2014
Main key figures
Ladies and Gentlemen,
We have convened you at an Ordinary and Extraordinary General Shareholders’ Meeting pursuant to the Articles of Association and
the provisions of the French Commercial Code to report to you on the company’s activity during the year ending on 31 December 2014,
the results of this activity, as well as that of its subsidiaries and the outlook for the future, as well as to submit the separate and
consolidated financial statements for the said year for your approval.
These financial statements are attached to this report.
The notices of meeting required by law have been sent to you regularly, and all the documents and exhibits provided for by current
regulations have been kept at your disposal within the required time periods.
1.1. MAIN KEY FIGURES
2014 results – Enhanced strategic positioning
Reinforcement of the real estate positioning
Major investment in Hotel real estate
at the beginning of 2015
ww
Offices: acceleration of investments in the pipeline.
ww
German Residential: reinforcement of the exposure on a
buoyant market.
ww
Acquisition on February 2015 of a 14.6% stake in Foncière des
Murs at €23.
ww
Hotels: diversification of our partners and our investment tools.
ww
Exit from Logistics.
ww
Launch of a takeover bid on Foncière des Murs that can reach
9.2% of the share capital, considering the commitment not to
contribute.
Sound 2014 results
ww
Capital increase of Foncière des Régions of €250 million
contemplated.
ww
Occupancy rate up to 97.1%.
ww
Stability of firm lease terms (5.8 years).
Outlook
ww
Increase in the value of the portfolio (+2.1% like-for-like).
ww
Dividend of €4.30 per share(1), up by 2.4%.
ww
Recurring Net Income (RNI) EPRA up 6% at €315 million (€5.03
per share).
ww
€1 billion in investments already committed in 2015.
ww
Objective of a slight increase in the EPRA Recurring Net
Income per share for 2015.
ww
EPRA NAV of €75.5 per share.
1.2. STRATEGY
A strengthened real estate positioning
Foncière des Régions now holds a portfolio of €16.4 billion
(€9.8 billion Group share) focused on the Office sector, leased
to large companies, including two areas of diversification on
strong and buoyant markets, which are Residential in Germany
and Hotels/Service sector. Foncière des Régions relies on a
partnership strategy with a leasing base made up of blue chip
companies (Suez Environnement, Thales, Dassault Systèmes,
Orange, EDF, IBM, Eiffage, Accor, Telecom Italia, etc.).
ww
in German Residential, the Group has enhanced its exposure
with €358 million of acquisitions (€218 million Group share),
mainly in prime locations in Berlin
Sucessful strategies of 2014 have strengthened this real estate
positioning and confirmed the permanence of the cash-flows:
Foncière des Régions has posted a record volume of nonstrategic asset disposals, with the sale of €986 million Group
share, including €606 million in Logistics. The portfolio, now
comprising 91% in strategic assets, has sound strong points and
posts an occupancy rate of 97.1%, as well as an average firm
lease term of 5.8 years.
ww
in Hotel real estate, the year has been marked by geographic
diversification and the set up of new partnerships. In addition,
with the creation of FDM Management, Foncière des Régions is
now also in possession of a tool to accompany operators in their
strategic shift through investments in premises and businesses.
ww
in the Office sector, with €351 million, Foncière des Régions
has accelerated investments in its pipeline and continued its
strategy of selective acquisitions
Real estate activity in 2014: rents up by 6%
(1)
Will be put to the vote by the General Meeting on 17 April 2015.
Foncière des Régions
4
Reference Document 2014
Management report 2014
Strategy
ww
Rental income on like-for-like basis: +0.2%.
ww
Occupancy increase: 97.1% (+1.1 point).
ww
Stability of average firm lease term: 5.8 years (stable).
ww
Increase of values like-for-like: +2.1%.
With the increase in Germany, and despite the impact of sales, rents were at €558.1 million Group share, up by 6% and by 0.2% at
constant scope.
Rental income
(€M)
Change on
like-for-like basis
Occupancy
rate
Residual firm
terms of leases
Offices – France
238.2
+0.7%
96.9%
5.3 years
Offices – Italy
114.9
-1.5%
Offices
353.1
Residential Germany
Hotels/Service Sector
95.2%
(1)
6.3 years
+0.0%
96.3%
5.6 years
103.4
+1.8%
98.3%
N/A
51.0
-0.6%
100%
6.8 years
Other
50.7
N/A
N/A
N/A
TOTAL
558.1
+0.2%
97.1%
5.7 YEARS
Core Portfolio.
➡
(1)
Indexation: +0,6%
Occupancy rate: -0,3%
Renewals: -0,1%
Offices in France: Growth of indicators
(€5.0 billion portfolio at 100%;
€4.4 billion Group share)
with Schlumberger for 3,150 m² in Montpellier and with Bose for
5,100 m² in Saint-Germain-en-Laye.
As part of its selective acquisitions strategy, the Group has
entered into a new partnership with the acquisition from Natixis
of the ”Liberté et Coupole” property complex, with an area of
38,000 m² at Charenton-le-Pont, on the Liberté metro station.
This investment of €162 m, duties included, was made on the
basis of a yield of 6.5%. Natixis has signed a new triple net firm
lease of 9 years, without incentive.
ww
Rise in occupancy rate: 96.8% (+1.0 point).
ww
Firm lease maturity: 5.4 years.
ww
Growth of rents like-for-like: +0.7%.
ww
Growth of values like-for-like: +3.0%.
ww
Objective of 50% green portfolio achieved one year early
(+9.0 points).
Foncière des Régions has continued the qualitative rotation of
its portfolio, through the sale of €137 million of non-core or
mature assets, for an average margin of 7% on the last appraisal
value. This dynamic rotation of assets has contributed to the
improvement of the France Offices portfolio. Therefore, almost
50% of the current France Offices portfolio has been acquired
or developed in the last five years.
ww
Pipeline: €1.4 billion, including €518 million committed.
Successful lettings have increased the occupancy to a record
level of 96.8% (compared with 95.8% at the end of 2013). Over
the year, this means more than €50 million Group share of leases
(20% of rents) which were signed or renewed for a mean firm
term of 6.1 years. In particular, 11,400 m² have been let in the
Tour CB 21, now 97% leased. With signatures in 2014, the average
firm lease term remains high at 5.4 years.
The year was marked by a rise in values on like-for-like basis
of 3.0%, supported by compression of yield rates in Paris Region
and in the regional cities of France. Worthy of note is the gain of
8% on projects currently in development.
Foncière des Régions has accelerated its investments borne
by the projects pipeline in Offices France, now standing at
€1.4 billion. Almost €518 million of projects are now committed,
€309 million of which will be delivered in 2015, for more than
€36 million of annual rents (yield on cost above 7%). Committed
projects relate mainly to property redevelopments and leasing
turnkey projects and enjoy a pre-let rate of almost 2/3.
Offices Italy: sound foundations (€4.1 billion
portfolio at 100%; €2.0 billion Group share)
ww
High occupancy rate: 95.2% (Core portfolio).
ww
Average firm lease term: 6.3 years (Core portfolio).
With the strength of its partnership model, Foncière des Régions,
alongside Crédit Agricole Assurances, has delivered the New
Vélizy campus in the heart of the Vélizy-Meudon district. This
46,000 m² asset is leased to Thales for a fixed term of 9 years. In
addition, Foncière des Régions signed the 13,100 m² extension
of the Dassault Systèmes Campus and the extension of the
lease for 12 years firm (total rent more than €24 million and
€12 million Group share). Turnkey projects have also been signed
Foncière des Régions
ww
Rents like-for-like: -1.5% (-0.3% excluding release in Turin).
ww
Resistance of values -0.2% like-for-like (stability across the
Core portfolio).
Foncière des Régions operates in Italy through its subsidiary Beni
Stabili, first Italian property development company, having a high
quality portfolio, with 90% located in Northern and Central Italy,
in particular Milan and Rome. This positioning maintains sound
5
Reference Document 2014
1
1
Management report 2014
Strategy
real estate indicators, with 95.2% occupancy for an average firm
lease term of 6.3 years (across the Core portfolio).
These rotations have continued the qualitative recentring on
target locations, which accounted for 84% of the portfolio at the
start of 2015 (compared with 63% at end 2012).
Leasing activity has been highlighted by the success of restructurings and renovations, marketed at high leasing values. The
San Fedele asset in Milan has thus been leased at 100%. The San
Nicolao development (Milan, 11,700 m²), was let before its delivery
to the Luxottica Group for 7 years firm and a rent of €5.4 million.
The asset in Via dell’Arte (Rome, 6,400 m²), delivered in the 1st half,
is leased with 93% occupancy. Almost 24,000 m² has also been
renewed with a rise in rents of 14%.
This strategy in Germany is confirmed by the good indicators for
the year. Rents have grown by 1.8% at constant scope, including
4.9% in Berlin and Dresden, and occupancy rate remains very
high at 98.3%. Second, the value of the portfolio has grown by
2.9% at constant scope (average yield 6.5%), including 4.9% in
Berlin and Dresden.
Qualitative rotation of the portfolio has continued with a sale
of €81 million worth of assets (€39 million Group share), with a
margin of 3.3% on last appraisal value.
Hotels and Service sector: leader in Europe
(€3.0 billion portfolio at 100%; €0.8 billion
Group share)
Rents have fallen by 1.5% on like-for-like basis due to the vacancy
of the Corso Ferrucci asset (Turin, 51,000 m²), which was actively
marketed. Finally, the positioning of the portfolio covering Core
zones has allowed stability of appraisal values in 2014 (-0.2%
like-for-like).
ww
Occupancy held at 100%.
ww
Average firm lease term: 6.8 years.
ww
Strength of leases like-for-like: -0.6%.
ww
Growth of values like-for-like: +2.0%.
Germany Residential: acceleration
of investments (€2.7 billion at 100%;
€1.7 billion Group share)
Europe’s leader in hotel real estate, Foncière des Régions relies
on long term partnerships with major players in the hotel sector
(Accor, Louvre Hotels and B&B Hôtels). The year was highlighted
by three successes:
ww
Very high occupancy rate: 98.3%.
ww
Partner diversification with the signature of partnerships with
NH Hotels Group, Motel One and Meininger
ww
Rent growth like-for-like: +1.8%.
ww
Geographic diversification through the acquisition of NH 4*
Amsterdam and new investments in Germany
ww
Rise in values like-for-like: +2.9%.
ww
Diversification of investment tools with the creation of
FDM Management. The Group has been given the means to
accompany its operator strategy growth, by being able to invest
in premises and businesses. FDM Management has already
signed the acquisition in 2014 of nine hotels in Germany,
managed by Louvre Hotels Group and the development for
Accor of a Pullman hotel at Roissy.
With operations in Germany since 2005, Foncière des Régions
has improved its exposure in the German Residential market
during 2013 and now has a direct holding of 60.9% in its Imméo
subsidiary. The Group enjoys an exposure of 17% of its portfolio
in German Residential and a €1.7 billion Group share (compared
with €0.8 billion in 2012) through 41,400 residential housing units.
The year has been highlighted by the acceleration of investments
with €358 million (€218 million Group share) acquired in Berlin,
Dresden and Leipzig. The Group is concentrating its investments
on small size but prime downtown assets, combining reversionary potential (25-30%) and long term sale potential. At the same
time, €160 million (€97 million Group share) of assets have been
sold or have been the subject of disposal agreements in NRW
(with a mean margin of 5.4% on the appraisal at the end of 2013).
Rents have held firm on like-for-like basis (-0.6%) and experienced an improvement over the 2nd part of the year. Income from
the Accor hotels, variable according to revenues, fell by only 1.1%
despite the 3 point rise in VAT.
At the end of 2014, the value of the portfolio rose by 2.0% at
constant scope (average return 6.1%), sustained by the growth
in value of the hotels of 2.8%.
Growth in the Recurring Net Income and the dividend
Liabilities secured
des Régions indebtedness has remained controlled with a
stable LTV, at 46.1% (compared with 46.5% at the end of 2013).
Satisfactory operational performance and a reduction of the
average cost of the debt has improved the ICR to 2.8, compared
with 2.5 in 2013.
During 2014, Foncière des Régions continued to improve the
quality of its liabilities by refinancing or by issuing debt securities
amounting to €3.1 billion (€1.9 billion Group share), of which 32%
was raised on the bond market. Beni Stabili, the Italian subsidiary
of Foncière des Régions, has in particular successfully refinanced
the ImSer debt, related to the portfolio of €1.7 billion in Telecom
Italia assets (cost of new loans 2.5%). This refinancing has been
accompanied by a capital increase of €150 million, followed by
Foncière des Régions, which now holds 48.3% of the capital.
EPRA Recurring Net Income:
€314.5 million, +6.0%
The EPRA Recurring Net Income was €314.5 million Group
share, up by 6.0% over a year. This good performance results
fundamentally from the improvement in German Residential and
The Group has thus improved the diversification of its debt and
maintained an average maturity of more than 4 years. Foncière
Foncière des Régions
6
Reference Document 2014
Management report 2014
Strategy
the fall in the cost of the debt (to 3.29% compared with 3.94% at
the end of 2013), despite the impact of disposals in 2013 and 2014.
rate of 86% and a yield of 4.6% on the basis of the closing price
on 19 February 2015.
Per share, the EPRA Recurring Net Income was €5.03/share,
slightly up by 1.1% over a year due to the impact of the share
issue in the 2nd half of 2013 in connection with the successful
exchange offer on FDL.
EPRA NAV/share: €75.5/share
The EPRA NAV was €4,754 million and €75.5/share, down by
2.8% compared with the end of 2013. The soundness of the
Recurring Net Income and the increase in appraisal values have
to some extent offset the effect of the distribution, as well as the
impacts of the Imser refinancing and restructuring of the hedges,
which will have a favorable effect on profile and cost of the debt.
Growth of the dividend, at €4.30 per share
Given the good performance in 2014 results and the sound
outlook, the Group will be proposing at the vote of the General
Meeting on 17 April next a dividend of €4.30 per share, up by 2.4%
compared to last year. This dividend represents a distribution
The EPRA triple net NAV was set at €4,145 million and €65.9/
share, impacted by the fair valuation of the financial instruments
and debts.
Major investment in Hotel real estate at the beginning of 2015
Foncière des Régions to announce the acquisition of a 14.6%
stake in Foncière des Murs (FDM) its subsidiary specialising in
Hotel real estate, with a portfolio of €3.2 billion. This acquisition
will be closed on 23 February with Generali (10.3%) and ACM
(4.3%) which will still have 10.3% and 10.0% of the share capital.
The price of €23 is equivalent to a 1.3% premium on the Triple Net
NAV per share. Foncière des Régions will then hold 43.1% of its
share capital which, as a limited partner it already consolidates.
the stake that can be bought reaches 9.2% of the share capital
(€157 million).
Once these transactions have been completed, Foncière des
Régions’ portfolio will show an additional €430 million to
€700 million GS in the Hotels and Service Sector. This enhancement in the attractive Hotel investment market will create value
immediately. It will enable to increase the portion of strategic
assets and improve financial results visibility (longer lease terms,
increased occupancy rate and operating margin).
Foncière des Régions will also launch a takeover bid for the
balance of FDM’s capital. The contemplated price is €23 per
share (following the delivery of the report of the independent
expert that will be appointed by the Supervisory Board of FDM
and subject to the decision of conformity of the offer by the
AMF). Considering the commitment not to contribute of the main
institutional investors, which hold 47.7% of share capital after
disposals (Crédit Agricole Assurances, Cardif, Generali and ACM)
In order to finance those acquisitions in Hotels and, to a greater
extent, its investments and growth projects in each of its asset
classes (Offices, Residential, Hotels), Foncière des Régions is
contemplating a capital increase of around €250 million with
preferential subscription rights(1). The majority shareholders,
representing close to 50% of the share capital have already
expressed their desire to participate in this.
Outlook for 2015: slight increase in the Recurring Net Income per share
ww
in Hotel real estate, Foncière des Régions is increasing its
exposure (the operation on FDM represents an investment
of €430 million to €700 million of assets) and intends to
accelerate investments via three tools (sale and leaseback,
developments and acquisitions of premises and businesses).
The Group set itself an investment target of over €400 million
(€200 million GS).
These sound results confirm the permanence of the cash-flows
and robust values. 2014 saw the solidity of the portfolio increase,
with focusing on strategic markets, the capacity to capitalise on
investment opportunities and improvement of the visibility of the
results.
In 2015, Foncière des Régions intends to capitalise on new
growth opportunities in its strategic asset classes:
ww
in Offices, the Group intend to invest €300 million mainly in
its pipeline. In 2015, nine projects will be delivered for a cost
of €309 million
To date, already €1 billion of investments are committed. The
strategy of portfolio quality enhancement will also continue
thanks to the pursue of disposals with a €700 million program.
ww
in Germany Residential, which has an organic growth potential, the Group aims to invest €500 million in prime acquisitions
in strategic locations. Two portfolios have been negotiated
already for €221 million
Backed by its sound outlook, for 2015, Foncière des Régions
targets more than 95% of its portfolio in its strategic markets
and is anticipating a slight increase in its EPRA Recurring Net
Income per share.
(1)
Subject to obtaining the prospectus approved by the AMF.
Foncière des Régions
7
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Major transactions during the period
1.3. MAJOR TRANSACTIONS DURING THE PERIOD
January 2014
September 2014
ww
Beni Stabili issues a €350 million convertible bond offer.
ww
Foncière des Régions successfully places a €500 million
seven-year bond issue.
ww
Acquisition by Foncière des Régions and Crédit Agricole
Assurances of the future Eiffage Groupe campus at
Vélizy-Villacoublay.
ww
Foncière des Régions presented with two EPRA Gold awards
for the quality of its financial and non-financial reporting,
for the 2013 Reference Document and 2013 Sustainable
Development report.
February 2014
October 2014
ww
B&B supported in its European development.
ww
CB 21: new letting. Nearly 10,750 m2 let.
ww
New rental partnership for Foncière des Régions. Acquisition of
the ”Liberté et Coupole” complex at Charenton-le-Pont, from
Natixis.
March 2014
ww
Foncière des Régions continues to pursue its strategy in
German Residential properties.
ww
Foncière des Régions speeds up its strategic refocus, disposing
of nearly 60% of its logistics assets for €473 million.
November 2014
June 2014
ww
Foncière des Régions and Crédit Agricole Assurances deliver
the New Vélizy campus to Thales.
ww
Foncière des Régions acquires the ”****Amsterdam Centre”
hotel from operator NH Hotel Group.
ww
Foncière des Murs: Successful €200 million capital increase.
ww
Foncière des Régions continues to build up its presence in the
German residential market.
December 2014
ww
Foundation stone laid for the Golden Tulip hotel in **** the
Euromed Center, Marseille’s new cultural and economic hub.
ww
Foncière des Régions and Meininger Hotels announce a
strategic partnership.
ww
Opening of the B&B hotel Paris Porte des Lilas.
ww
Foncière des Régions announces the creation of FDM
Management.
July 2014
ww
Foncière des Régions and Demathieu & Bard Immobilier
develop the future registered office of Bose France in
Saint-Germain-en-Laye.
1.4. EVENTS AFTER REPORTING PERIOD
January 2015
February 2015
ww
Foncière des Régions continues to invest in Germany.
ww
Foncière des Régions launches a new hotel partnership with
Motel One.
ww
Foncière des Régions launches takeover bid for subsidiary
Foncière des Murs.
Foncière des Régions
8
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Business analysis
1.5. BUSINESS ANALYSIS
Foncière des Régions increased its stake in Foncière
Développement Logements following the Public Exchange
Offer (PEO) in August 2013. At the close of the PEO, Foncière
des Régions held 59.7% of Foncière Développement Logements,
which, as from 1 August 2013, is fully consolidated. In this way,
the P&L was impacted for 5 months of the Residential business
in 2013 compared with 12 months in 2014.
On 27 October, Foncière des Régions participated in the capital
increase of Beni Stabili, and it now holds 48.3% of Beni Stabili’s
capital.
Foncière des Régions increased its equity interest in Foncière
des Murs following capital increase in November 2014, and it
now owns 28.46% of Foncière des Murs.
Also, following the France and Germany activities split done
in July 2014, Foncière des Régions directly holds 60.9% of the
German portfolio and Foncière Développement Logements holds
61.26% of it.
1.5.1. Recognised rental income: +6.2%
100%
(€M)
Offices France
Paris
Paris Region
Other French regions
Offices Italy
Core portfolio
Dynamic portfolio
Development portfolio
Group Share
2013
2014
Change
(%)
2013
2014
Change
(%)
Change (%)
LFL
265.2
84.3
102.5
78.5
231.7
228.4
3.3
0.0
250.7
82.5
101.3
66.9
228.7
226.0
2.7
0.0
-5.5%
-2%
-1%
-15%
-1.3%
-1%
-19%
0%
255.0
79.8
96.8
78.4
117.9
116.2
1.7
0.0
238.2
77.9
93.4
66.9
114.9
113.5
1.3
0.0
-6.6%
-2%
-4%
-15%
-2.5%
-2%
-19%
0%
0.7%
-1.5%
% of rent
43%
14%
17%
12%
21%
20%
0%
0%
TOTAL OFFICES
496.9
479.4
-3.5%
372.9
353.0
-5.3%
0.0%
63%
Hotels and Service sector
Hotels
Healthcare
Business premises
Residential Germany
204.0
143.1
22.2
38.7
63.8
196.1
142.8
16.5
36.7
171.1
-3.9%
0%
-26%
-5%
168.0%
53.0
35.8
6.3
10.9
37.9
51.0
35.8
4.7
10.5
103.4
-3.9%
0%
-25%
-4%
173.1%
-0.6%
1.8%
9%
6%
1%
2%
19%
TOTAL CORE ACTIVITIES
764.7
846.5
10.7%
463.7
507.4
9.4%
0.2%
91%
67.2
54.2
13.0
61.9
33.1
28.8
-8.0%
-39%
122%
62.0
54.2
7.8
50.7
33.1
17.6
-18.1%
-39%
N/A
N/A
9%
6%
3%
832.0
908.4
9.2%
525.7
558.1
6.2%
0.2%
100%
Other
Logistics
Residential France
TOTAL RENT
IN RENTAL INCOME
The explanation, like-for-like (+0.2%), for this improvement lies in
the very low indexation over the period, the rent renewals signed
in 2013, as well as the maintenance of an occupancy rate above
97.1% at the end of December 2014.
9%
Other
19%
Residential
Germany
9%
43%
France Offices
Hotels &
Service sector
21%
Italy Offices
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Business analysis
As Group share, rental income totalled €558 million, an increase of 6.2% over the period. The increase was mainly due to the consolidation
of the Residential business (+€75 million), and:
ww
new asset acquisitions and deliveries (+€6.4 million)
ww
disposals (-€46.2 million, €21.3 million of which was related to disposals in Logistics)
ww
indexation and the mixed effect from departures and re-lettings (-€0.3 million).
1.5.1.1. Cost to revenue by business
Offices
France
Offices
Hotels &
Italy Service Sector
Residential
Germany
Other
Total
2014
2014
2014
2014
2014
2013
2014
238.2
114.9
51.0
103.4
50.7
525.7
558.1
Unrecovered property
operating coats
-5.7
-12.4
-0.0
-3.0
-6.7
-26.6
-27.9
Expenses on properties
-1.9
-3.7
-0.0
-9.0
-3.3
-11.4
-17.8
Net losses on
unrecoverable receivable
-0.5
-1.2
-0.0
-3.3
-0.1
-5.3
-5.1
Rental Income
Net rental income
COST TO REVENUE RATIO
230.2
97.6
50.9
88.0
40.6
482.4
507.3
3.4%
15.1%
0.0%
14.8%
19.9%
8.3%
9.1%
The cost to revenue ratio rose from 8.3% in 2013 to 9.1% in 2014 following the inclusion of the France Residential business, for which
cost to revenue ratio was higher than the average for the Group. Excluding the effect of inclusion, the cost to revenue ratio fell to 7.1%
in 2014, compared with 7.7% in 2013.
1.5.2. Lease expirations and occupancy rates
1.5.2.1. Annualised lease expirations: 7.9 years of residual term leases (5.8 years firm)
for commercial activities
By lease
end date
(1st break)
% of total
By lease
end date
% of total
2015
31.6
8%
21.9
5%
2016
29.4
7%
2.6
1%
2017
39.7
9%
25.9
6%
2018
43.7
10%
30.0
7%
2019
47.1
11%
45.0
11%
2020
30.0
7%
30.0
7%
2021
76.1
18%
37.0
9%
2022
33.9
8%
37.8
9%
2023
35.6
8%
45.4
11%
2024
6.7
2%
9.2
2%
(€M)(1)
Beyond
46.2
11%
135.2
32%
TOTAL
419.9
100%
419.9
100%
(1)
Residential and Logistics excluded.
Foncière des Régions
10
Reference Document 2014
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Business analysis
LEASE EXPIRATION
18%
8%
9%
10%
11%
11%
8%
7%
7%
8%
2%
2015
2016
2017
2018
2019
2020
2021
2022
2023
By lease end date
(1st break)
(year)
2024
Beyond
By lease end date
2013
2014
2013
2014
France
5.7
5.4
6.8
6.4
Italy
6.9
6.3
12.6
12.1
Offices
6.1
5.7
8.5
8.0
Hotels & Service sector
7.1
6.8
7.1
6.9
Office – Key Accounts
6.2
5.8
8.4
7.9
Other
3.1
N/A
5.5
N/A
TOTAL
5.8
5.7
8.0
7.9
GS
The firm term of the leases remained stable between 2013 and 2014 following the disposal of short-term leases (sale of most of the
Logistics business) and the signature of new leases, notably with Natixis and Thales, each for a firm term of 9 years.
1.5.2.2. Occupancy rate: 97.1%
Occupancy rate
(%)
2013
2014
France
95.8%
96.8%
Italy
97.7%
95.2%
Offices
96.4%
96.3%
GS
Hotels & Service sector
100.0%
100.0%
Residential Germany
98.7%
98.3%
Strategic activities
97.2%
97.1%
Other
85.5%
N/A
TOTAL
96.0%
97.1%
(1)
Excluding France Residential.
The occupancy rate is 97.1%, excluding Logistics, and 96.3% including this segment. For France Offices, it grew by 1 point and was 96.8%
following the lettings in the CB 21 Tower and the signature of preliminary sale agreements for vacant assets at the end of the year.
In Italy Offices, the occupancy rate fell by 2.5% due to a 51,383 m² asset in Turin being vacated.
Foncière des Régions
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Business analysis
1.5.3. Breakdown of rental income – Group share
1.5.3.1. Breakdown by major tenants: a strong rental income base
Annualised rental income
(€M)
GS
2014
%
Orange
90.4
22%
Telecom Italia
56.5
13%
Accor
23.7
6%
Suez Environnement
21.3
5%
EDF
18.2
4%
Thales
10.7
3%
Natixis
10.5
2%
Dassault Systèmes
9.8
2%
Intesa
9.2
2%
Eiffage
8.4
2%
SNCF
7.6
2%
Tecnimont
7.3
2%
B&B
6.8
2%
AON
5.4
1%
Peugeot/Citroën
5.2
1%
Korian
4.4
1%
Quick
4.7
1%
Other tenant < €4 M
119.8
29%
TOTAL RENTAL INCOME
419.9
100%
22%
Orange
29% < €4m
Other tenants
13%
1%
Telecom Italia
Korian
AON
Quick
Peugeot Citroën
6%
Accor
5%
Suez Environnement
2%
4%
Dassault Systèmes
Natixis
Tecnimont
Eiffage
Intesa
SNCF
B&B
EDF
3%
Thales
Foncière des Régions
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Business analysis
1.5.3.2. Geographic breakdown: Paris Region, Berlin, Milan and Rome account for 54%
of rental income
IN RENTAL INCOME
5%
Other
19%
Residential Germany
10%
Hotels & Service sector
13% NRW
36% Paris Region
6% Berlin
2% International
47%
5% Regions
Offices France
3% Paris Region
11% Region
10% Other
19%
Offices Italy
2% Rome
7% Milan
1.5.4. Disposal and agreements for disposals: €986 million
Disposals Agreements
(agreements
as of end
New
New
as of end of
of 2013 disposals agreements
2013 closes) (I)
to close
2014 (II)
2014
(€M)
Total
2014
Margin vs
2013 value
Total
Disposals
Yield
(I + II)
Offices – France
100%
152
105
116
21
137
7.0%
6.6%
268
Offices – Italy
100%
29
3
79
2
81
3.3%
6.1%
108
GS
14
2
38
1
39
3.3%
6.1%
52
100%
119
1
33
127
160
5.4%
7.1%
151
GS
72
1
20
78
97
5.4%
7.1%
92
100%
79
3
57
5
62
1.4%
5.5%
136
GS
22
1
16
1
18
1.4%
5.5%
39
Other
100%
17
0
608
143
751
0.2%
6.1%
625
GS
10
0
565
129
694
-0.3%
6.4%
576
TOTAL ASSET DISPOSALS
100%
395
113
894
298
1,191
1.9%
6.2%
1,289
GS
271
109
756
230
986
1.5%
6.4%
1,027
Residential – Germany
Hotels & Service sector
During 2014, Foncière des Régions concluded €986 million in new disposals (€756 million) and disposal agreements (€230 million).
These disposals mainly related to non-Core businesses (70%) with the sale of 77% of the Logistics portfolio.
New disposals in 2014 achieved a positive margin of 1.5% over appraisal values at the end of 2013.
Foncière des Régions
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Business analysis
1.5.5. Asset acquisitions: €397 million Group share
(€M)
Total ID(1) 2014
Yield
6.5%
Offices – France
100%
161.9
Offices – Italy
100%
-
GS
-
Hotels & Service sector
100%
60.4
GS
17.2
Residential Germany
100%
357.8
GS
217.9
Other
100%
-
TOTAL
100%
580.1
GS
397.0
(1)
6.9%
6.0%
6.2%
ID: including duties.
In 2014, Foncière des Régions continued its strategy of acquiring assets in its strategic markets with:
ww
the acquisition in September 2014 of the Offices rented to Natixis in Charenton-le-Pont with a total surface area of almost 38,000 m²;
the acquisition price was €162 million
ww
Hotel acquisitions totalling €60 million (100%) and the acquisition in June 2014 of the Hotel NH Amsterdam Centre for €48 million
ww
Residential investments in Germany for €358 million (100%), with 62% of the assets located in Berlin, 33% in Dresden and 5% in Leipzig.
Foncière des Régions
14
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Business analysis
1.5.6. Development projects: €1.5 billion Group share
1.5.6.1. Committed Projects: €532 million, Group share (of which 63% pre-let)
Projects
Euromed Center –
Astrolabe (QP FDR: 50%)
Euromed Center –
Parking + Commerces
(QP FDR: 50%)
Steel
ERDF Avignon
Nanterre Respiro
Quatuor
Askia – Cœur d’Orly
(QP FDR: 25%)
Location
Area
Offices
France
Marseille
MRC Construction
14,000
2015
250
35%
19.0
> 7%
100%
MRC Construction
900
2015
N/A
100%
15.9
> 7%
100%
Paris Refurbishment
3,700
2015
600
0%
36.1
6%
80%
MRC Refurbishment
Paris
Region Construction
4,100
2015
160
100%
8.9
> 7%
75%
11,150
2015
310
100%
51.2
> 7%
75%
MRC Construction
9,700
2015
160
72%
23.0
> 7%
80%
18,500
2015
250
50%
15.4
> 7%
70%
20,400
2015
285
70%
86.9
> 7%
60%
23,000
2015
270
100%
53.1
> 7%
70%
MRC Construction
9,900
2016
N/A
100%
18.6
> 7%
35%
MRC Construction
Paris
Region Construction
9,600
2016
250
0%
14.9
> 7%
20%
13,100
2016
300
100%
34.5
6%
5%
MRC Refurbishment
3,150
2016
155
100%
8.1
> 7%
20%
MRC Refurbishment
Paris
Region Refurbishment
10,600
2016
280
0%
47.2
6%
10%
5,500
2016
N/A
100%
25.0
6%
5%
Construction
5,100
2016
225
100%
20.3
> 7%
30%
Refurbishment
Construction
Construction
5,500
3,947
2,493
2017
2015
2015
N/A
N/A
N/A
0%
100%
100%
40.0
2.4
1.0
> 7%
6%
7%
10%
83%
37%
Construction
2,264
2015
N/A
100%
1.7
> 7%
35%
Construction
Construction
Construction
Construction
Construction
2,429
2,306
2,597
N/A
2,706
2015
2015
2015
2016
2015
N/A
N/A
N/A
N/A
N/A
100%
100%
100%
100%
100%
2.1
1.5
1.1
2.3
1.5
> 7%
> 7%
> 7%
> 7%
> 7%
21%
40%
12%
2%
30%
63%
532
>7%
49%
72%
71%
Thaïs
B&B Porte de Choisy
B&B Lyon Caluire
Offices
France
Orly
Offices
France Saint-Denis
Offices
France
Vélizy
Offices
France
Marseille
Offices
France
Marseille
Offices
France
Vélizy
Offices
France Montpellier
Offices
France
Lyon
Offices
France Saint-Mandé
SaintOffices Germain-enFrance
Laye
Offices
France
Levallois
Hotels
Paris
Hotels
Lyon
B&B Romainville
Hotels
Romainville
B&B Torcy
B&B Mülheim
B&B Erfurt
B&B Berlin
B&B Duisburg
Hotels
Hotels
Hotels
Hotels
Hotels
Torcy
Mülheim
Erfurt
Berlin
Duisburg
Green Corner
Campus Eiffage
(QP FDR: 50%)
Euromed Center –
Hôtel (QP FDR: 50%)
Euromed Center –
Calypso (QP FDR: 50%)
Dassault Systèmes
Extension (QP FDR: 50%)
Schlumberger
Montpellier Pompignane
Silex I
Clinique Saint-Mandé
Bose
Surface(1)
(m²) Delivery
Type
Offices
France
Marseille
Offices
France
Paris
Offices
France
Avignon
Offices
France
Nanterre
Offices
France Lille-Roubaix
Project
Target
rent
PreTotal
(€/m²/ leased Budget(2) Target
(%)
(€M) Yield Progress
year)
Paris
Region Construction
Paris
Region Construction
Paris
Region Construction
Paris
Region
Paris
Region
Paris
MRC
Paris
Region
Paris
Region
Germany
Germany
Germany
Germany
TOTAL
200,642
Surface 100%.
(2) Group share, including land cost and financial cost.
(1) Foncière des Régions
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Business analysis
2014 saw the renewal of the development pipeline with the delivery of seven development projects, including the delivery of the New
Vélizy asset (46,000 m²) and the launch of nine new projects.
The pre-letting rate was 63% at the end of 2014.
1.5.6.2. Managed projects
Type
Location
Area
Surface(1)
(m²)
Delivery
timeframe
Nancy Grand Cœur
Offices – France
Nancy
MRC
6,500
2016
Euromed Center: Bureaux Floreal (QP FDR 50%)
Offices – France
Marseille
MRC
13,500
2016
Euromed Center: Bureaux Hermione (QP FDR 50%)
Offices – France
Marseille
MRC
10,400
2016
Saint-Mandé Logements
Offices – France
Saint-Mandé
Paris Region
7,300
2017
Toulouse Marquette
Offices – France
Toulouse
MRC
10,900
2017
Cœur d’Orly Commerces (QP FDR 25%)
Offices – France
Orly
Paris Region
31,000
2017
Issy Grenelle
Offices – France
Issy
Paris Region
10,800
2017
Silex II
Offices – France
Lyon
MRC
30,700
2018
New Vélizy – Extension (QP FDR 50%)
Offices – France
Vélizy
Paris Region
14,000
2018
Meudon Saulnier
Offices – France
Meudon
Paris Region
30,000
2018
Meudon Green Valley
Offices – France
Meudon
Paris Region
46,900
2018
DS Campus Extension 2 (QP FDR 50%)
Offices – France
Vélizy
Paris Region
11,000
2018
Cœur d’Orly Bureaux (QP FDR 25%)
Offices – France
Orly
Paris Region
50,000
2017-2018
119,000
Dependind
pre-let status
Projects
Milan, Symbiosis (Ripamonti)
Offices – Italy
Milan
Italy
TOTAL
(1)
392,000
Surface 100%.
1.5.7. Portfolio
1.5.7.1. Valuation and change in the portfolio
Value 2013
Value 2014
Value 2014
GS
Offices – France(1)
4,664
5,032
Offices – Italy(1)
4,157
4,093
Total Office
8,821
Residential Germany
2,446
Hotels & Service sector
Other
(€M)
(1)
Parking facilities
Portfolio
Equity affiliates
LFL change
12 months
Yield ED
2013
Yield ED
2014
% of
portfolio
4,353
3.0%
6.8%
6.6%
45%
1,977
-0.2%
6.1%
6.1%
20%
9,125
6,330
2.0%
6.6%
6.4%
65%
2,746
1,656
2.9%
6.6%
6.5%
17%
3,232
3,243
844
2.0%
6.3%
6.1%
9%
1,662
1,088
778
1.3%
4.6%
4.7%
8%
241
210
124
N/A
N/A
N/A
1%
16,402
16,413
9,732
2.1%
6.5%
6.3%
100%
23
20
20
TOTAL – CONSOLIDATED
16,425
16,433
9,752
TOTAL – GS
10,010
9,752
(1)
In operation assets (Offices – France & Hotel and Service Sector)/Core assets (Offices – Italy).
The Group share of Foncière des Régions’ total asset portfolio at the end of December 2014 stood at €9.8 billion (€16.4 billion at 100%)
compared to €10 billion at the end of 2013, a like-for-like increase of 2.1% compared to the end of 2013.
Value adjustments like-for-like were supported by the France Offices (+3.0%), Residential Germany (+2.9%) and Hotels
& Service (+2%) segments.
Foncière des Régions
16
Reference Document 2014
Management report 2014
Analytical data for the business by segment
1.5.7.2. Geographic breakdown
IN ASSET VALUE
(€M)
GS(1)
2014
France
5,945
Italy
1,977
Germany
1,679
Other
Other
17%
Germany
131
TOTAL PORTFOLIO
(1)
2%
20%
9,732
61%
Italy
Excluding Equity method.
France
1.5.8. List of major assets
The value of the ten main assets represents almost 16% of the portfolio (Group share).
Location
Tenants
Surface
(m²)
Paris-La Défense
Suez Environnement, AIG Europe,
Nokia, Groupon
68,079
75%
Natixis Charenton
Charenton
Natixis
37,835
100%
Dassault Campus
Vélizy-Villacoublay
Dassault
56,193
50.1%
Top 10 Assets
Tour CB 21
Complexe Garibaldi
Immeuble – 23 rue Médéric
New Vélizy
Carré Suffren
Share of
affiliates
Milan
Maire Tecnimont
44,650
48.3%
Paris 17e
Orange
11,182
100.0%
Vélizy-Villacoublay
Thales
46,163
50.1%
Paris 15e
AON, Institut Français,
Ministère de l'Éducation
24,864
60%
Percier
e
Paris 8
Chloe
8,544
100.0%
Cap 18
Paris 18e
Genegis, Media Participations
61,097
100.0%
Traversière
Paris 12
SNCF
13,700
100.0%
e
Excluded assets under commitments.
1.6. ANALYTICAL DATA FOR THE BUSINESS BY SEGMENT
Offices France indicators are presented at 100% and as Group
share (GS). Assets held partially are the following:
ww
the DS Campus and New Vélizy properties 50.1% owned (equity
method)
ww
Le Ponant 83.5% owned
ww
Euromed Center 50% owned (equity method)
ww
the CB 21 Tower 75% owned
ww
Askia, the first office building in the Cœur d’Orly project,
25% owned (equity method).
ww
Carré Suffren 60% owned
ww
the Eiffage properties located at Vélizy (head office of Eiffage
Construction and Eiffage Campus, the head office of Eiffage
Groupe) 50.1% owned (fully consolidated)
Foncière des Régions
CAP 18 is reclassified under Offices France (instead of Logistics
previously).
17
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1
1
Management report 2014
Analytical data for the business by segment
1.6.1. Offices France
1.6.1.1. Rental income recognised: €238 million, +0.7% like-for-like
1.6.1.1.1. Geographic breakdown strategic locations (Paris Region and Regional Cities – MRC) generate
87% of rental income
Rental
income
2013
GS
Rental
income
2014
100%
Rental
income
2014
GS
Change
(%)
Surface
(m²)
Number
of assets
Rental
income
2013
100%
Paris Centre West
70,971
11
30.3
30.5
30.5
30.6
0.4%
12.1%
Southern Paris
77,996
11
33.5
28.7
31.7
26.9
-6.3%
12.6%
North Eastern Paris
113,753
6
20.5
20.5
20.4
20.4
-0.6%
8.1%
Wester Crescent
and La Défense
207,141
22
63.9
58.2
63.7
57.2
-1.7%
25.4%
Inner suburbs 351,996
22
17.9
18.0
21.9
20.4
13.5%
8.7%
Outer suburbs
124,653
56
20.6
20.6
15.7
15.7
-23.7%
6.3%
Total Paris Region
946,510
128
186.8
176.6
183.8
171.2
-3.0%
73.3%
MRC
425,764
75
38.9
38.8
33.7
33.7
-13.1%
13.4%
484,290
180
39.6
39.6
33.2
33.2
-16.2%
1,856,564
383
265.3
255.0
250.7
238.2
-6.6%
(€M)
Other French regions
TOTAL
IN RENTAL INCOME
13%
Other French Regions
14%
13.2%
0.7%
100.0%
-- the New Vélizy asset, a turnkey property leased to Thales,
delivered in October 2014 (€1.1 million Group share)
12%
West Central Paris
-- delivery of the Pégase asset, a turnkey property leased
to Eiffage and located in Clichy (92) in April 2013
(+€0.4 million)
13%
Southern Paris
-- a turnkey office building leased to Egis in Montpellier,
delivered in July 2014 (+€0.4 million)
8%
Outer suburbs
% of
rental
income
ww
delivery of pre-leased assets, including:
MRC
6%
Change
(%)
LFL
ww
vacation of properties earmarked for refurbishment or
complete redevelopment (-€3.1 million), notably the Silex 1 and
2 buildings in Lyon and the Levallois Anatole France property
Northeast Paris
9%
25%
Inner suburbs
ww
an increase like-for-like of +0.7% (€1.5 million) thanks to:
Western Crescent
& La Défense
ww
the positive effect of indexation (+€1 million)
ww
the rental activity (+€0.5 million):
-- rentals (+€3.3 million)
-- vacated premises (-€2.1 million)
-- renewals/renegotiations (-€0.7 million, a drop of 1% in
renewed leases).
Group share rental income fell from €255 million to
€238.2 million, a drop of €16.8 million over one year. This change
is the combined result of:
ww
asset disposals and sharing agreements in 2013 and 2014
(-€18.6 million), due primarily to disposals in the outer suburbs
and in the Regions, along with the sharing of the DS Campus
(-€2.7 million)
ww
asset acquisitions and deliveries (+€5.8 million):
ww
acquisitions:
-- of the Natixis building to Charenton in Q4 2014
(€2.6 million)
-- of the SICRA headquarters to Chevilly-Larue in
March 2013 (€0.4 million)
Foncière des Régions
18
Reference Document 2014
Management report 2014
Analytical data for the business by segment
1.6.1.2. Annualised rental income: €263 million
1.6.1.2.1. Breakdown by major tenants
(€M)
GS (1)
Surface
(m²)
Number
of assets
Annualised
rental income
2013
Annualised
rental income
2014
Change (%)
% of rental
income
Orange
603,007
192
108.4
90.4
-16.6%
34.3%
44,637
2
21.1
21.3
0.9%
8.1%
Suez Environnement
EDF
195,083
23
19.0
18.2
-4.4%
6.9%
Natixis
37,890
3
0.0
10.5
N/A
4.0%
Dassault Systèmes
56,192
1
9.8
9.8
0.3%
3.7%
Thales
88,274
2
9.2
10.7
16.2%
4.1%
Eiffage
190,657
104
9.1
8.4
-7.5%
3.2%
SNCF
13,700
1
7.7
7.6
-1.4%
2.9%
AON
15,592
1
5.5
5.4
-1.3%
2.1%
Peugeot Citroën
19,531
1
5.1
5.2
1.4%
2.0%
Other tenants < €4 M
TOTAL
(1)
592,001
53
74.5
75.7
1.7%
28.8%
1,856,564
383
269.4
263.1
-2.3%
100.0%
Including DS Campus in GS 50%.
IN RENTAL INCOME
29%
Other tenants
34%
2%
Orange
3%
Suez Environnement
Peugeot Citroën
AON Holdings France
8%
SNCF
Thales
Eiffage
7%
EDF
4%
Dassault Systèmes
Currently, the ten leading tenants represent 71% of annualised rents, a percentage slightly lower than at the end of 2013 (75%).
The 2.3% drop in rental income between 2013 and 2014 is mainly due to the impact of disposals (notably Orange and EDF). This was
partially offset by the acquisition of the Natixis Charenton building (€10.5 million of annual rents).
Foncière des Régions
19
Reference Document 2014
1
1
Management report 2014
Analytical data for the business by segment
1.6.1.2.2. Geographical breakdown: Paris Region accounts for 76% of rental income
Surface
(m²)
Number
of assets
Annualised
rental income
2013
Annualised
rental income
2014
Paris Centre West
70,971
11
34.0
Southern Paris
77,996
11
30.6
113,753
6
20.7
(€M)
GS (1)
North Eastern Paris
Change
(%)
% of rental
income
34.0
0.0%
13%
28.6
-6.6%
11%
21.4
3.2%
8%
Wester Crescent and La Défense
207,141
22
64.0
63.1
-1.4%
24%
Inner suburbs (1)
351,996
22
27.5
40.2
46.1%
15%
Outer suburbs
124,653
56
19.4
13.0
-33.1%
5%
Total Paris Region
946,510
128
196.2
200.2
2.0%
76%
MRC
425,764
75
36.1
32.6
-9.8%
12%
484,290
180
37.1
30.3
-18.2%
12%
1,856,564
383
269.4
263.1
-2.3%
100%
Other French regions
TOTAL
(1)
Including DS Campus in GS 50%.
IN RENTAL INCOME
12%
13%
Other French Regions
West Central Paris
12%
11%
MRC
Southern Paris
5%
8%
Outer suburbs
Northeast Paris
15%
Inner suburbs
24%
Wester Crescent & La Défense
The geographical breakdown of rental income is in line with that
of the accounted rental income, confirming the prevalence of the
Paris Region share, with 76% of annualised rental income. The
main changes in rental income by geographical area reflect the
rental activity since 1 January 2014:
1.6.1.3. Indexation
ww
disengagement from the Regions (-18.2%) and from the outer
suburbs (-33.1%) by disposing of assets, particularly the EDF
rue de Verdun in Nîmes (€0.9 million in annualised rental
income) and the Orange asset in Soisy-sous-Montmorency
The rents benefiting from an indexation floor (1%) represent 34%
of the annualised rents and are indexed on the ILAT.
The indexation effect is +€1 million over 12 months. 28% of rental
income is indexed to the ICC, 69% is indexed to the ILAT, whilst
the balance is indexed to the ILC or IRL.
The impact of a negative indexation of the ILAT and the ICC at
-1% on annualised rents is estimated at €1.4 million, a decrease
of 0.5%.
ww
developments in the inner suburbs (+46% of annualised rental
income), notably the acquisition of the Natixis Charenton asset.
Foncière des Régions
20
Reference Document 2014
Management report 2014
Analytical data for the business by segment
1.6.1.4. Rental activity
(€M)
Surface
(m²)
Annualised
rental income
Annualised
rental income
(€/m²)
Vacating
117,593
14.3
121.4
Letting
76,410
Renewal
(1)
115,543
18.4
(1)
241.3
28.1
243.0
GS rent = €11,9 million.
ww
eight properties rented by the Eiffage group (9,249 m²;
€0.5 million of rent) in January 2014 in accordance with our
initial agreements
As regards marketing efforts, the significant events for this year
were the letting in the CB 21 Tower. Five new leases with
Covidien, FHB, Groupon, Wano and Verizon, representing a total
of 11,364 m² were signed in 2014. The Tower currently has an
occupation rate of 97% and one floor remains to be let (1,300 m²).
ww
of 16 assets leased to Orange (45,545 m²: €6.1 million of rent)
located mostly in regions and which are intended to be sold
vacant to developers (five have already been sold in 2014 for
13,194 m²/€1.1 million).
2014 was also underscored by the renewal of 11% of the leases
in the portfolio as a result of the continuation of our partnership
strategy, which is proving effective in keeping our tenants in our
properties.
These vacancies have been offset by letting existing assets and
delivering leased assets, representing €11.9 million in annualised
rental income (76,410 m²) and the delivery of the New Vélizy
assets (46,000 m²) in October and the building leased to Egis in
Montpellier (6,000 m²) in July.
All the signatures of the year (including the acquisition of the
building Natixis at Charenton) represent €50 million for 6.1 year
firm lease.
In 2014, one asset in Levallois-Perret and two assets in Meudon
and Vélizy were vacated with a view to redevelopment, but also:
1.6.1.5. Lease expirations and occupancy rates
1.6.1.5.1. Lease expirations: 6.4 years residual lease term (5.4 years firm)
By lease end date
(1st break)
% of total
By lease
end date
% of total
2015
28.7
11%
19.5
7%
2016
27.9
11%
2.2
1%
2017
22.2
8%
13.5
5%
2018
28.1
11%
17.8
7%
2019
25.2
10%
38.3
15%
2020
27.7
11%
29.4
11%
2021
18.3
7%
36.1
14%
2022
19.5
7%
30.9
12%
2023
32.8
12%
40.1
15%
(€M) (1)
2024
4.1
2%
3.4
1%
Beyond
28.6
11%
31.8
12%
TOTAL
263.1
100%
263.1
100%
(1)
Including DS Campus in GS 50%.
Foncière des Régions
21
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Analytical data for the business by segment
LEASE EXPIRATIONS
11%
11%
11%
10%
12%
11%
8%
7%
11%
7%
2%
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
Beyond
The firm residual term is lower at 5.4 years, vs. 5.7 years at the end of 2013. By lease termination date, the residual term of the leases
amounts to 6.4 years (vs. 6.8 in 2013).
The mechanical loss of 12 months of residual term was partially offset by the signature of long leases (Natixis and Thales in New Vélizy
leases for 9 years firm at the end of 2014), the lease renegotiations, particularly for the Percier assets (Chloé lease + 3 years firm).
1.6.1.5.2. Occupancy rate and type: an occupancy rate of 96.8%
2013
2014
100.0%
100.0%
Southern Paris
99.2%
99.2%
North Eastern Paris
96.1%
97.4%
Wester Crescent and La Défense
92.5%
97.7%
Inner suburbs
98.5%
99.0%
(%)
Paris Centre West
Outer suburbs
95.4%
94.0%
Total Paris Region
96.3%
97.9%
MRC
95.4%
95.1%
Other French regions
93.8%
89.9%
TOTAL
95.8%
96.8%
1.6.1.6. Reserves for unpaid rents
The occupancy rate is up in comparison with the end of 2013
(96.8% vs. 95.8%). That is explained by the successful letting of
CB 21 Tower. Therefore, the occupancy rate in Paris Region has
risen by 1.6 point over the year.
The increase in the vacancy rate in the Regions is explained by the
liberation of the Eiffage and Orange sites which are the subject
of an ongoing sales process.
2013
2014
As % of rental income
0.1%
0.2%
0.3
0.5
In value (1)
(1) The other vacant office space is mainly found in 3 properties
located in Paris (marketing ongoing), Nîmes and in Lille; these
latter two are the subject of an ongoing sales process.
Foncière des Régions
(€M)
Net provision/reversals of provision.
For France Offices, the level of unpaid rents remains very low,
given the quality of the client base.
22
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Analytical data for the business by segment
1.6.1.7. Disposals and disposal agreements: €137 million
Disposals
(agreements as
of end of 2013
closed) (I)
Agreements
as of end
of 2013 to
close
New
disposals
2014 (II)
Total Paris Region
65.9
82.6
MRC
60.4
5.2
Other French regions
26.0
17.6
(€M)
Participations
TOTAL
New
agreements
2014
58.2
14.8
23.7
0.0
Total 2014
Margin vs
2013 value
Yield
Total
Disposals
(I + II)
8.6
66.7
10.0%
6.0%
124.0
12.7
27.5
11.7%
5.5%
75.2
23.7
0.3%
9.7%
49.7
0.0
0.0
19.5
0.0
19.5
0.0%
N/A
19.5
152.3
105.5
116.1
21.3
137.5
7.0%
6.6%
268.4
New commitments (new disposals and new preliminary disposal
agreements) reflecting a desire to improve the quality of the
portfolio. These €137 million commitments relate to 34 assets,
including 30 in the dynamic compartment and a total of
€51 million in other French regions.
Work on disposals in 2014 also included the materialisation of
€152 million in preliminary agreements signed in previous years.
1.6.1.8. Acquisitions: €162 million ID
Surface
(m²)
Location
Natixis Charenton
37,835
Charenton-le-Pont
TOTAL
37,835
Assets
(1) Tenants
Acquisition
Price
(€million)
Yield(1)
Natixis
161.9
6.5%
161.9
Including duties.
Foncière des Régions entered into a new partnership with Natixis by acquiring a 38,000 m² asset leased for 9 years firm at the start
of October 2014 under a sale and lease back programme, BREEAM In-Use certified.
1.6.1.9. Development projects: a pipeline
of more than €1.4 billion
1.6.1.9.1. Delivery of properties
The development policy of Foncière des Régions aims mainly
at continuing the asset enhancement work undertaken (improvement of asset quality and creation of value), supporting Key
Accounts partners over the long term in the deployment of their
real estate strategy, and managing new operations in strategic
locations.
ww
in October 2014, the New Vélizy asset, a campus of 46,000 m²
built turnkey for the Thales group and located in VélizyVillacoublay, under a 9 year firm lease, HQE and BREEAM
”Very Good” certified
Over the year, the following properties were delivered:
ww
in July 2014, a new turnkey office building covering 6,000 m²
leased to Egis and located in the Parc de la Pompignane in
Montpellier under a 9 year firm lease.
The strategy is based, in the greater Paris area, on locations
which are well served by public transport and/or in established
tertiary districts and in the large Regional Cities where the annual
take-up is greater than 50,000 m² per year, in prime locations.
Foncière des Régions
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1
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Management report 2014
Analytical data for the business by segment
1.6.1.9.2. Committed projects
Target
offices
rent
Total
(€/m²/ Pre-let Budget(2)
year)
(%)
(€M) Progress
Projects
Location
Area
Project
Surface(1)
(m²)
Delivery
Euromed Center – Astrolabe
(QP FDR: 50%)
Marseille
MR
Construction
14,000
2015
250
35%
19
100%
> 7%
Euromed Center – Parking
+ Commerces (QP FDR: 50%)
Marseille
MR
Construction
900
2015
N/A
100%
16
100%
> 7%
Paris
Paris
Refurbishment
3,700
2015
600
0%
36
80%
6%
MR Reconstruction
4,100
2015
160
100%
9
75%
> 7%
Steel
ERDF Avignon
Avignon
Yield
Paris
Region
Construction
11,150
2015
310
100%
51
75%
> 7%
Lille-Roubaix
MR
Construction
9,700
2015
160
72%
23
80%
> 7%
Orly
Paris
Region
Construction
18,500
2015
250
50%
15
70%
> 7%
Saint-Denis
Paris
Region
Construction
20,400
2015
285
70%
87
60%
> 7%
Vélizy
Paris
Region
Construction
23,000
2015
270
100%
53
70%
> 7%
Euromed Center – Hôtel
(QP FDR: 50%)
Marseille
MR
Construction
9,900
2016
N/A
100%
19
35%
> 7%
Euromed Center – Calypso
(QP FDR: 50%)
Marseille
MR
Construction
9,600
2016
250
0%
15
20%
> 7%
Vélizy
Paris
Region
Construction
13,100
2016
300
100%
34
5%
6%
MR Reconstruction
3,150
2016
155
100%
8
20%
> 7%
Nanterre Respiro
Quatuor
Askia – Cœur d’Orly
(QP FDR: 25%)
Green Corner
Campus Eiffage
(QP FDR: 50%)
Dassault Systèmes Extension
(QP FDR: 50%)
Schlumberger Montpellier
Pompignane
Silex I
Nanterre
Montpellier
Lyon
MR
Refurbishment
10,600
2016
280
0%
47
10%
6%
5,500
2016
N/A
100%
25
5%
6%
5,100
2016
225
100%
20
30%
> 7%
5,500
2017
ND
Clinique Saint-Mandé
Saint-Mandé
Paris
Region Reconstruction
Bose
SaintGermain-enLaye
Paris
Region
Construction
Levallois
Paris
Region
Refurbishment
Thaïs
TOTAL
(1) (2) 181,900
0%
40
10%
> 7%
62%
518
53%
>7%
Surface 100%.
In Group share, including land cost and financial cost.
ww
with Bose on a 5,100 m² turnkey property for the future headquarters of the Group in Saint-Germain-en-Laye for which
work began in July
Several projects were launched and begun during the year:
ww
Calypso, an office building of 9,600 m² within the Euromed
Center project in Marseille
ww
with Schlumberger on a 3,150 m² turnkey property in the Parc
de la Pompignane, in Montpellier for which work began in
November
ww
Silex 1, a 10,600 m² office building in the heart of the Part-Dieu
district in Lyon
ww
A turnkey for ERDF in Avignon over a floor area of 4,100 m²
ww
with INICEA on a 12 year firm lease in advance of completion,
for the construction of a 120-bed psychiatric clinic in Saint
Mandé, as part of the development of the site formerly occupied by EDF.
ww
Thaïs, a 5,500 m² building at the foot of the Louise Michel metro
station in Levallois-Perret.
Leases have also been signed over the year:
ww
with Dassault Systèmes for an extension to the existing campus
in Vélizy over 13,100 m². The planning application was filed at
the end of June and the work is due to start in February 2015.
The lease for the campus (with extension) is extended to
10 years from 2016
Foncière des Régions
Finally, regarding the Euromed Center Phase 1 development in
Marseille, the 857-space car park and the first office building
(Astrolabe), covering 14,000 m², were delivered in January 2015.
Work on the hotel (following the signing of a firm 12-year lease
with Louvre Hôtels for the Golden Tulip brand) is ongoing, with
delivery expected in 2016.
24
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Analytical data for the business by segment
1.6.1.9.3. Managed projects
Foncière des Régions manages around 273,000 m²:
Projects
Euromed Center: Bureaux Hermione (QP FDR 50%)
Saint-Mandé Logements
Toulouse Marquette
Delivery
timeframe
MR
6,500
2016
MR
13,500
2016
Project
Area
Nancy
Construction
Marseille
Construction
Nancy Grand Cœur
Euromed Center: Bureaux Floreal (QP FDR 50%)
Surface(1)
(m²)
Location
Marseille
Construction
MR
10,400
2016
Saint-Mandé
Reconstruction
Paris Region
7,300
2017
Toulouse
Reconstruction
MR
10,900
2017
Orly
Construction
Paris Region
31,000
2017
Issy
Restructuration
+ Extension
Paris Region
10,800
2017
Lyon
Restructuration
+ Extension
MR
30,700
2018
Cœur d’Orly Commerces (QP FDR 25%)
Issy Grenelle
Silex II
New Vélizy – Extension (QP FDR 50%)
Vélizy
Construction
Paris Region
14,000
2018
Meudon Saulnier – Opale
Meudon
Reconstruction
Paris Region
30,000
2018
Meudon Green Valley – Canopée
Meudon
Reconstruction
Paris Region
46,900
2018
Vélizy
Construction
Paris Region
11,000
2018
Orly
Construction
Paris Region
50,000
2017-2018
DS Campus Extension 2 (QP FDR 50%)
Cœur d’Orly Bureaux (QP FDR 25%)
TOTAL
(1) 273,000
Surface 100%.
The building permits have been completed on the Nancy Grand
Cœur (6,500 m²), Meudon Saulnier – Opale (30,000 m²) and
Meudon Green Valley – Canopée (47,000 m²) projects. These
projects are currently in the pre-marketing phase and are likely to
be committed depending on leasing agreements to be completed.
On the Silex 2 (project to renovate/extend the tower vacated
by EDF in the Part-Dieu district of Lyon), Toulouse Marquette
(10,900 m² building in the centre of Toulouse) and Issy Grenelle
(renovation and extension over 10,800 m² in Issy-les-Moulineaux)
the building permits have been filed.
The building permit has been obtained for the extension of the
New Vélizy campus, of which the first phase of 46,000 m² was
delivered in October 2014. Discussions with Thales are currently
underway regarding a 14,000 m² extension.
Further, work is continuing on the Euromed Center assets:
Floréal and Hermione.
1.6.1.10. Asset values
1.6.1.10.1. Change in assets
(€M)
Asset(1)
Assets in operation
Assets under development
TOTAL
(1) Value ED
2013
Value
adjustment
Acquisitions
Disposals
Invest.
Transfer
Value ED
2014
3,912
116
162
-249
50
0
3,991
205
18
0
0
139
0
362
4,117
134
162
-249
189
0
4,353
Including DS Campus, New Vélizy, Euromed and Cœur d’Orly in GS.
Foncière des Régions
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Analytical data for the business by segment
1.6.1.10.2. Change like-for-like
Value GS (incl. assets under development)
100% value
ED 2013
100% value
ED 2014
Value ED
2014 GS (1)
LFL change
12 months
Yield ED
2013
Yield ED
2014
% of total
value
Paris Centre West
575.5
624.6
624.6
8.4%
5.9%
5.4%
14%
Southern Paris
594.5
584.2
467.8
4.2%
6.3%
6.1%
11%
North Eastern Paris
293.0
306.0
306.0
4.0%
6.4%
7.2%
7%
(€M)
Wester Crescent and La Défense
1,188.3
1,139.0
992.2
0.5%
6.2%
6.4%
23%
Inner suburbs
621.2
974.4
679.1
0.4%
6.5%
5.9%
16%
Outer suburbs
218.2
170.2
170.2
1.3%
8.6%
7.7%
4%
3,490.6
3,798.4
3,239.9
2.9%
6.1%
6.2%
74%
384.3
420.1
420.1
2.9%
7.3%
7.5%
10%
Total Paris Region
MRC
Other French regions
495.3
331.0
331.0
-1.4%
9.2%
9.0%
8%
TOTAL IN OPERATION
4,370.2
4,549.6
3,991.0
2.5%
6.8%
6.6%
92%
Assets under development
TOTAL
(1) 294.3
482.8
362.0
8.0%
0.3%
3.6%
8%
4,664.5
5,032.4
4,353.0
3.0%
6.5%
6.3%
100%
Including DS Campus, New Vélizy and Euromed in GS.
1.6.1.11. Strategic asset segmentation
VALUE GS (INCL. ASSETS UNDER DEVELOPMENTS)
8%
Assets under development
ww
”Core” portfolio: the Core portfolio is the strategic asset
core, consisting of resilient properties providing long-term
income. Mature buildings can be disposed of in timely fashion
in managed proportions, freeing up resources that can be
reinvested in value-creating operations, either by shoring up
our asset base or by new investments.
14%
West Central Paris
8%
Other French Regions
10%
11%
Southern Paris
ww
”Secondary” portfolio: the ”Secondary” portfolio originates
principally from outsourcing operations with our major
partners-lessees. This portfolio provides a pocket yielding
higher than the offices portfolio average, with an historically
high lease renewal rate. The small size of these individual
assets and their liquidity on the local markets make them apt
candidates for gradual disposal.
MRC
4%
Outer suburbs
16%
7%
Northeast Paris
Inner suburbs
23%
Western Crescent & La Défense
ww
Portfolio ”In the process of valuation”: the ”in the process of
valuation” portfolio includes properties targeted for specific
restructuring or rental development actions. These assets are
primed to become core assets once the asset management
work has been completed.
2014 was marked by a 3% increase in like-for-like assets:
Paris Centre West is the area with the highest growth (8.3%).
This is due to the contraction in capitalisation rates on Parisian
assets with long leases, reflecting a market trend during the year.
Note that in the city area of Paris, the increase is 6% like-for-like.
In 2014, only the assets in other French regions decreased in
value with a drop of 1.4% like-for-like.
Foncière des Régions
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Analytical data for the business by segment
Core
Portfolio
Value
enhancement
Portfolio
Secondary
asset
Total
Number of assets
70
54
259
383
Value ED GS (€M)
2,844
910
599
4,353
Yield
6.2%
5.5%
8.1%
6.3%
Residual firm duration of leases (years)
Occupancy rate
The core part of the portfolio rose slightly during 2014 (65%
of the Office France portfolio, i.e. 2%) while the ”Secondary”
compartment decreased significantly over the year (from 19% at
6.2
3.2
4.0
5.4
99.3%
94.3%
90.5%
96.8%
the end of 2013 to 14% at the end of 2014), thanks to the sale of
€203 million in assets in this compartment (thanks to a targeted
disposal strategy).
1.6.2. Offices Italy
Listed on the Milan stock exchange since 1999, Beni Stabili is the
largest listed Italian property firm. Its assets consist largely of
offices located in cities in northern and central Italy, particularly
Milan and Rome. The company’s assets totalled €4.1 billion at
the end of December 2014.
Foncière des Régions holds 48.3% of the capital of Beni Stabili.
The figures are disclosed as 100%.
1.6.2.1. Accounted rental income: -1.5% like-for-like
(€M)
Core portfolio
Dynamic portfolio
Subtotal
Development portfolio
TOTAL
Surface
(m²)
Number
of assets
Rental
income 2013
Rental
income 2014
1,726
214
228.4
226.0
-1.1%
98.8%
95
37
3.3
2.7
-23.4%
1.2%
1,821
251
231.7
228.7
-1.3%
100.0%
0
2
0.0
0.0
0.0%
0.0%
1,821
253
231.7
228.7
-1.3%
Change
(%)
Change
(%) LFL
-1.5%
% of total
100.0%
IN RENTAL INCOME
The variation in rental income between 31 December 2013 and
31 December 2014 is €3 million, or -1.3%. This change is due
primarily to:
1%
Dynamic portfolio
ww
the effect of properties being vacated, leased and indexation (mostly the impact of an asset in Turin being vacated for
which the annualised rent is €5.4 million): -€3.3 million
ww
disposals: -€6.6 million
ww
deliveries of assets under development, principally
Via dell’Arte in Rome and San Fedele and San Nicolao in Milan:
+€5.6 million.
99%
The change like-for-like was -1.5% over the period.
Core portfolio
Foncière des Régions
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Analytical data for the business by segment
1.6.2.2. Annualised rental income: €219 million
1.6.2.2.1. Breakdown by portfolio
(€M)
Core portfolio
Dynamic portfolio
Subtotal
Development portfolio
TOTAL
Surface (m²)
Number
of assets
Annualised
rental income
2013
Annualised
rental income
2014
Change
(%)
% of total
1,726
214
227.2
216.4
-5.0%
99.0%
95
37
2.2
2.2
1.0%
1.0%
1,821
251
229.4
218.7
-4.9%
100.0%
0
2
0.0
0.0
0.0%
0.0%
1,821
253
229.4
218.7
-4.9%
100.0%
Surface (m²)
Number
of assets
Annualised
rental income
2013
Annualised
rental income
2014
Change
(%)
% of total
426
41
89.1
83.2
-7.1%
38.1%
1.6.2.2.2. Geographic breakdown
(€M)
Milan
Rome
158
32
19.5
19.7
1.0%
9.0%
Other
1,236
178
120.8
115.8
-4.4%
52.9%
TOTAL
1,821
251
229.4
218.7
-4.9%
100.0%
IN RENTAL INCOME
38%
Milan
53%
Other
9%
Rome
The increase in revenues in Rome is due to the delivery of the Via dell’ Arte property in Q2 2014.
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Analytical data for the business by segment
1.6.2.2.3. Breakdown by tenant
(€M)
Telecom Italia
Surface (m²)
Number
of assets
Annualised
rental income
2013
Annualised
rental income
2014
Change
(%)
% of total
1,160
159
118.4
117.0
-1.2%
53.5%
Other
661
92
111.0
101.7
-9.2%
46.5%
TOTAL
1,821
251
229.4
218.7
-4.7%
100.0%
IN RENTAL INCOME
46%
Other
54%
Telecom Italia
1.6.2.3. Indexation
The annual indexation in rental income is usually calculated by taking 75% of the increase in the Consumer Price Index (CPI) applied on
each anniversary of the signing date of the agreement. The average increase in the IPC index was 0.2% in 2014. All leases are protected
against negative indexation.
1.6.2.4. Rental activity
During 2014, rental activity can be summarised as follows:
Surface
(m²)
Annualised
rental income
Annualised
rental income
(€/m²)
Vacating
69,666
10.4
149
Letting
25,384
11.4
451
Renewal
23,800
4.2
175
(€M)
The new leases mainly concern the San Nicolao property (€5.4 million in rent) let under the terms of a 13-year lease, seven of which
are firm, to Luxottica. The other leases concern the Piazza San Fedele (€2.1 million) and Via Dante (€1.2 million) assets in Milan, and
the Via dell’Arte asset in Rome (€0.7 million).
Renewals was renegociated resulted in increased rental income of 14%, mostly from the Via Dell’ Union asset in Milan and the Via
Darsena asset in Ferrara, with a surface area of almost 12,455 m².
The Corso Ferrucci property (Turin, 51,383 m²) was vacated in June 2014 and is being actively marketed.
Foncière des Régions
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Analytical data for the business by segment
1.6.2.5. Lease expirations and occupancy rates
1.6.2.5.1. Lease expirations: 12.1 years residual lease term (6.3 years firm)
(€M)
By lease end date
(1st break)
% of total
By lease
end date
% of total
2015
5.6
3%
4.6
2%
2016
3.1
1%
0.9
0%
2017
12.2
6%
1.6
1%
2018
8.4
4%
1.2
1%
2019
33.0
15%
2.3
1%
2020
4.6
2%
1.0
0%
2021
119.4
55%
1.6
1%
2022
26.0
12%
10.6
5%
2023
5.2
2%
10.5
5%
2024
1.0
0%
7.6
3%
Beyond
0.2
0%
176.8
81%
218.7
100%
218.7
100%
TOTAL
55%
15%
3%
2015
1%
2016
6%
2017
4%
2018
12%
2%
2019
2020
2%
2021
2022
2023
0%
0%
2024
Beyond
Leases expiring after 2024 are mostly linked to Telecom Italia. The residual firm term for leases was 6.3 years at the end of 2014.
1.6.2.5.2. Occupancy rate and type: an occupancy rate of 95.2%
The spot financial occupancy rate at the end of 2014 was 95.2% for the Core portfolio, down in comparison with the end of 2013 (97.7%)
after the property in Turin was vacated.
1.6.2.6. Reserves for unpaid rents
(€M)
2013
2014
As % of rental income
1.9%
1.0%
4.5
2.4
In value(1)
(1)
Net provision/reversals of provision.
Reserve unpaid rent corresponds to net charges, reversals or provisions and losses, which amounted to 1% of rental income in 2014,
down slightly compared with 2013.
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Analytical data for the business by segment
1.6.2.7. Disposals and disposal agreements: €81 million
In 2014, the value of disposals and disposal agreements was €80.9 million, a total of €108 million in cash sales.
These new commitments in 2014 were entered into at 3.3% above the 2013 appraisal values and based on a 6.1% yield.
Disposals
(agreements
as of end of
2013 closed)
Agreements
as of end of
2013 closed
New
disposals
2014
New
agreements
2014
Total 2014
Margin vs
2013 value
Milan
9.1
0.0
74.5
0.0
74.5
Rome
0.0
0.0
0.9
0.2
1.2
Other
19.4
3.3
4.0
1.3
TOTAL
28.6
3.3
79.4
1.5
(€M)
Yield
Total
disposals
4.4%
6.1%
83.6
0.0%
-13.7%
0.9
5.3
-6.9%
7.5%
23.4
80.9
3.3%
6.1%
108.0
IN ASSET VALUE
6.2%
92.1%
Other
Milan
1.7%
Rome
1.6.2.8. Acquisitions
No acquisitions were made during the year.
1.6.2.9. Development projects
1.6.2.9.1. Projects delivered
Delivery of the Via dell’Arte assets in Rome in May 2014 (surface area of 6,700 m², 93% let) and San Nicolao in Milan in December 2014
(surface area of 11,234 m², fully pre-let).
1.6.2.9.2. Managed projects
Projects
Milan, Symbiosis (Ripamonti)
Location
Area
Surface
(m²)
Delivery timeframe
Milano
Italy
119,000
Depending Prelet Status
TOTAL
119,000
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1.6.2.10. Asset values
1.6.2.10.1. Change in assets
(€M)
Core portfolio
Dynamic portfolio
Subtotal
Development portfolio
TOTAL
Value ED
2013
Change
in value
Acquisitions
Disposals
Invest.
Reclass.
Value ED
2014
3,713
-1
0
-95
17
134
3,769
155
-3
0
-10
1
0
143
3,869
-3
0
-105
18
134
3,912
288
-3
0
0
30
-134
181
4,157
-6
0
-105
48
0
4,093
1.6.2.10.2. Like-for-like change: -0.2%
(€M)
Core portfolio
Dynamic portfolio
Subtotal
Development portfolio
TOTAL
Value ED 2013
100%
Value ED 2014
100%
LFL change
12 months
Yield ED
2013
Yield ED
2014
% of total
value
3,713.4
155.3
3,768.9
0.0%
6.1%
6.1%
92.1%
143.4
-1.8%
1.4%
1.5%
3.5%
3,868.8
3,912.3
-0.1%
5.9%
5.9%
95.6%
288.2
180.7
-1.6%
N/A
N/A
4.4%
4,157.0
4,093.0
-0.2%
5.5%
5.6%
100.0%
IN ASSET VALUE
4%
Development
portfolio
92%
Core portfolio
4%
Dynamic
portfolio
The value of the Beni Stabili portfolio was solid with a decrease of 0.2% like-for-like in 2014.
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Analytical data for the business by segment
Value ED 2013
100%
Value ED 2014
100%
LFL change
12 months
Yield ED
2013
Yield ED
2014
% of total
value
Milan
1,759.6
1,812.4
0.8%
5.1%
5.2%
44.3%
Rome
316.9
352.3
1.0%
6.2%
6.2%
8.6%
(€M)
Other
1,792.2
1,747.7
-1.2%
6.7%
6.6%
42.7%
Subtotal
3,868.8
3,912.3
-0.1%
5.9%
5.9%
95.6%
288.2
180.7
-1.6%
N/A
N/A
4.4%
4,157.0
4,093.0
-0.2%
5.5%
5.6%
100.0%
Development portfolio
TOTAL
IN ASSET VALUE
4%
44%
Development
portfolio
Milan
43%
9%
Other
Rome
Most assets are located in Milan and Rome (53%).
1.6.3. Hotels & Service sector
Foncière des Murs (FDM), which is 28.5% owned by Foncière des Régions, is a listed property investment company (SIIC) specialising in
the service sector, especially in hotels, healthcare, and retail. The Company’s investment policy favours partnerships with the leading
operators in their business sector, in order to offer secure returns to its shareholders. The figures are quoted at 100% and FDM share
of affiliates.
1.6.3.1. Accounted rental income: -0.6% like-for-like
Recognised rental income is presented at 100% and in Foncière des Murs share. 3 assets was aquired in 2014 (100%).
1.6.3.1.1. Breakdown by business sector
(€M)
Hotels
Healthcare
Number
of assets
Rental
income
2013
Rental
income
2013 in GS
FDM
Rental
income
2014 100%
Rental
income
2014 in GS
FDM
322
143.1
126.5
142.8
125.8
29
22.2
22.2
16.5
16.5
Change (%)
100%
Change (%)
in GS
Change (%)
LFL
% of rental
income
-0.2%
-0.6%
-0.2%
70%
-25.6%
-25.6%
1.1%
9%
Retail
Premises
185
38.7
38.7
36.7
36.7
-5.1%
-5.1%
-2.4%
21%
TOTAL
536
204.0
187.4
196.1
179.0
-3.9%
-4.5%
-0.6%
100%
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ww
the decrease in rental income like-for-like: 0.6% (-€1.1 million),
due to the drop in Accor revenues (-0.8% over the year) and
decreases in rental incomes from Jardiland assets compared
with an extension of leases following the lease renegotiations
at the end of 2013.
Consolidated rental income stood at €196 million at 100% at
the end of 2014, down 3.9% compared with 2013. This was due
mainly to:
ww
the impact of disposals in 2013 and 2014 (-€10.4 million)
ww
the impact of 2014 acquisitions/deliveries amounting to
€3.6 million
1.6.3.2. Annualised rental income: €180 million (FDM share of affiliates)
1.6.3.2.1. Breakdown by business sector
(€M)
Hotels
Surface
(m²)
Number
of assets
Annualised
rental income
2013
Annualised
rental income
2014
Change
(%)
% of rental
income
1,121,838
322
125.8
127.6
1.5%
71%
Healthcare
115,559
29
20.9
15.6
-25.2%
9%
Retail Premises
197,573
185
38.6
36.7
-4.8%
20%
1,434,970
536
185.4
180.0
-2.9%
100%
(€M)
Surface
(m²)
Number
of assets
Annualised
rental income
2013
Annualised
rental income
2014
Change
(%)
% of rental
income
Accor
594,363
129
86.9
83.4
-4.1%
46%
B&B
337,632
187
21.9
23.8
8.8%
13%
Korian
115,559
29
18.2
15.6
-14.1%
9%
Quick
37,487
81
17.1
16.6
-2.8%
9%
Jardiland
151,681
49
15.0
13.5
-9.5%
8%
Sunparks
133,558
4
13.6
13.7
0.9%
8%
8,405
55
6.6
6.6
0.2%
4%
45,813
1
3.4
3.4
0.5%
2%
0
0
2.7
0.0
N/A
0%
10,472
1
0.0
3.3
N/A
2%
1,434,970
536
185.4
180.0
-2.9%
100%
Surface (m²)
Number
of assets
Annualised
rental income
2013
Annualised
rental income
2014
Change
(%)
% of rental
income
Paris excl. CBD
73,066
9
21.4
20.5
-4.1%
11%
Inner suburbs
114,340
33
18.3
18.0
-1.8%
10%
TOTAL
1.6.3.2.2. Breakdown by tenant
Courtepaille
Club Med
Générale de Santé
NH
TOTAL
1.6.3.2.3. Geographic breakdown
(€M)
Outer suburbs
124,085
57
15.6
15.6
-0.3%
9%
Total Paris Region
311,491
99
55.3
54.1
-2.3%
30%
MRC
273,760
109
34.7
32.8
-5.4%
18%
Other French regions
548,041
291
66.1
60.2
-9.0%
33%
International
301,678
37
29.3
33.0
12.5%
18%
1,434,970
536
185.4
180.0
-2.9%
100%
TOTAL
The increase in international rental income is linked to the investment program implemented in 2014, and in particular with the acquisition
of the NH hotel in Amsterdam.
Foncière des Régions
34
Reference Document 2014
Management report 2014
Analytical data for the business by segment
1.6.3.3. Indexation
place in July 2014; the negative impact of €1.5 million is due to
the decreased rents granted following the lease renegotiations
in 2014
54% of the rental income is indexed to benchmark indices. All
of the portfolios generating fixed rental income were indexed:
ww
the indexation of the Quick and Courtepaille portfolios, which
was based on the construction cost index (ILC), took place
in October 2014, generating a total impact of +€0.4 million.
ww
the Korian portfolio was indexed in January 2014 based on the
Q4 2013 Rental Reference Index (IRL), which had a positive
impact of €0.2 million
46% of rental income was indexed on Accor revenue, which fell
0.8% over the year.
ww
the indexation of Jardiland, based on the ILC construction
cost index for one third of the portfolio and the IRL Rental
Reference Index for the other two-thirds of the portfolio, took
1.6.3.4. Lease expirations and occupancy rates
(€M)
By lease end date
(1st break)
% of total
By lease
end date
% of total
2015
0.8
0%
0.8
0%
2016
0.0
0%
0.0
0%
2017
40.7
23%
40.7
23%
2018
40.6
23%
40.6
23%
2019
21.1
12%
19.4
11%
2020
0.3
0%
0.3
0%
2021
0.3
0%
0.3
0%
2022
6.2
3%
6.2
3%
2023
1.0
1%
1.0
1%
2024
7.4
4%
7.4
4%
Beyond
61.7
34%
63.3
35%
TOTAL
180.0
100%
180.0
100%
The firm residual lease term was 6.8 years at the end of 2014,
compared to 7.1 years at the end of 2013. The occupancy rate was
100% at the end of 2014.
34%
23% 23%
2017 and 2018 expirations mostly concerned Accor leases.
12%
0% 0%
1.6.3.5. Reserves for unpaid rents
0% 0%
3%
1%
4%
The portfolio had no reserves for bad debt during 2014, just as
in 2013.
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Beyond
1.6.3.6. Disposals and disposal agreements: €62 million
Disposals
(agreements as
of end of 2013
closed) (I)
Agreements
as of end of
2013
to close
New
disposals
2014 (II)
New
agreements
2014
Total
2014
Margin vs
2013 value
Yield
Total
Disposals
(I + II)
Hotels
43.4
0.0
0.3
4.6
4.9
6.6%
5.1%
43.7
Healthcare
33.6
0.0
56.9
0.0
56.9
1.0%
5.5%
90.6
1.7
3.1
0.0
0.0
0.0
0.0%
0.0%
1.7
78.6
3.1
57.2
4.6
61.8
1.4%
5.5%
135.9
(€M)
Retail Premises
TOTAL
Foncière des Régions
35
Reference Document 2014
1
1
Management report 2014
Analytical data for the business by segment
Five properties were sold during 2014, for a value of €57 million. These disposals, on a portfolio or unit basis, only concerned the
healthcare sector. Also, a disposal agreement on a property representing a total of €5 million was signed during the year.
1.6.3.7. Acquisitions
Assets
NH Amsterdam
Surface
(m²)
Location
Tenants
Acquisition
Price(1) ID
(€M)
Gross Yield
ID(2)
10,472
Netherlands
NH
48.3
6.8%
B&B Salon-de-Provence
1,954
France
B&B
2.8
7.5%
B&B Valenciennes Marly
1,932
France
B&B
3.3
7.2%
2,797
France
B&B
6.0
6.6%
60.4
6.9%
B&B EuraLille
TOTAL
17,155.0
In GS of Foncière des Murs.
ID = Including duties.
(1)
(2)
Foncière des Murs acquired the NH Amsterdam Centre hotel in June 2014 for €48 million. 3 B&B hotels were acquired by the B2 Hotel
Invest investment partnership (50.2% owned by FDM) for €12 million.
1.6.3.8. Development projects: a €59 million pipeline
1.6.3.8.1. Committed projects: €59 million, 100% pre-let
Projects
Surface
(m²)
Total
Budget
(€M)
Progress
Location
Area
B&B Porte de Choisy
France
Paris Region
Construction
3,947 Dec., 2015
6%
100.0%
16
83%
B&B Lyon Caluire
France
MRC
Construction
2,493 Dec., 2015
7%
100.0%
7
37%
B&B Romainville
France
Paris Region
Construction
2,264 Sept., 2015
>7%
100.0%
6
35%
B&B Torcy
Delivery
Pre-let
(%)
France
Paris Region
Construction
2,429 Dec., 2015
>7%
100.0%
7
21%
B&B Mülheim
Germany
Germany
Construction
2,306
May, 2015
>7%
100.0%
5
40%
B&B Erfurt
Germany
Germany
Construction
2,597 Aug., 2015
>7%
100.0%
4
12%
B&B Berlin
Germany
Germany
Construction
N/A
May, 2016
>7%
100.0%
8
2%
B&B Duisburg
Germany
Germany
Construction
2,706
Nov., 2015
>7%
100.0%
5
30%
>7%
100.0%
59
TOTAL
18,742
The 2* B&B hotel with 265 rooms in Paris (19th arrondissement) Porte des Lilas purchased in advance of completion was delivered in
May 2014.
Foncière des Murs also owns several buildings under development, which are all leased to B&B Hôtels:
ww
one hotel at Porte de Choisy (Ivry-sur-Seine) developed by the B2 Hotel Invest investment partnership (50.2% owned by FDM). It is a
six-floor hotel with 182 rooms
ww
a hotel with 120 rooms in Caluire-et-Cuire, just outside Lyon, owned by the B2 Hotel Invest investment partnership
ww
a 130-room hotel in Torcy
ww
a 107-room hotel in Romainville
ww
four hotels in Germany, totalling 433 rooms, open as of May 2015.
Foncière des Régions
36
Reference Document 2014
Management report 2014
Analytical data for the business by segment
1.6.3.9. Asset values
1.6.3.9.1. Change in asset values
(€M)
Assets in operation
Assets under development
TOTAL
Value ED
2013 GS
Value
adjustment
Acquisitions
Disposals
Invest.
Transfert
Value ED 2014
GS FDM
2,941
52
60
-135
0
26
2,945
26
6
0
0
16
-26
21
2,966
58
60
-135
16
0
2,965
The asset value of Foncière des Murs was €2,965 million at the end of 2014, up like-for-like by 2.0% over the year.
1.6.3.9.2. Like-for-like change: +2.0%
100% value
ED 2013 GS
100% value
ED 2014
Value ED
2014 GS
LFL change
1 year
Yield ED
2013
Yield ED
2014
% of total
value
Paris
408.0
397.7
391.5
10.3%
5.6%
5.2%
12.3%
Inner suburbs
307.4
345.2
313.1
3.4%
5.6%
5.8%
10.6%
Outer suburbs
252.6
292.9
263.4
3.7%
6.2%
5.9%
9.0%
Total Paris Region
968.0
1,035.8
967.9
6.1%
5.8%
5.6%
31.9%
MRC
554.7
610.1
537.2
0.4%
6.2%
6.1%
18.8%
Other French Regions
990.2
1,077.6
940.6
-0.9%
6.6%
6.4%
33.2%
(€M)
International
453.5
519.6
519.6
1.6%
6.4%
6.3%
16.0%
2,966.4
3,243.2
2,965.3
2.0%
6.2%
6.1%
100.0%
100% value
ED 2013 GS
100% value
ED 2014
Value ED
2014 GS
LFL change
1 year
Yield ED
2013
Yield ED
2014
% of total
value
2,011.1
2,380.5
2,111.5
2.8%
6.3%
6.0%
73.4%
Healthcare
331.8
235.5
235.5
-2.7%
6.3%
6.4%
7.3%
Retail Premises
597.6
597.5
597.5
0.3%
6.5%
6.3%
18.4%
2,940.6
3,213.5
2,944.5
1.8%
6.3%
6.1%
99.1%
TOTAL
(€M)
Hotels
Total in operation
Assets under development
TOTAL
25.7
29.7
20.8
30.5%
N/A
N/A
0.9%
2,966.3
3,243.2
2,965.3
2.0%
6.2%
6.1%
100.0%
In the hotel sector, a like-for-like advance of 2.0% is noted, compared to the end of 2013, mainly due to the compression of capitalisation
rates on the Paris assets.
The healthcare sector fell by 2.7%, due to impairment on two specific assets. Restated for these two assets, the change like-for-like
on healthcare is +0.6%.
On retail premises (+0.3%), the fall in capitalisation rates offset the rise in transfer duties, 0.7% out of Paris.
Foncière des Régions
37
Reference Document 2014
1
1
Management report 2014
Analytical data for the business by segment
1.6.4. German Residential
Foncière des Régions is involved in the Residential sector in
Germany via its subsidiary, Immeo, of which it owns 60.9%
(against 59.48% at 31/12/2014 via Foncière Développement
Logements). The company is responsible for over 41,000 units,
located mostly in North Rhine-Westphalia and Berlin.
strengthening its presence in Berlin and in other dynamic and
attractive cities such as Dresden and Leipzig.
From an operational point of view, 2014 saw an accelerated
rotation of the portfolio which played a major role in the improved
results of the company.
The strategy used by Foncière des Régions for this business is
to continue the geographical diversification of its presence by
The figures are presented at GS Immeo.
1.6.4.1. Accounted rental income: +1.8% like-for-like
1.6.4.1.1. Geographic breakdown
Surface (m²)
Number
of units
Rental income
2013
Rental income
2014
Change
(%)
Change (%)
LFL
% of rental
income
792,544
11,848
18.2
46.0
151.2%
4.9%
27%
NRW
1,945,699
29,498
134.8
123.7
-8.2%
1.4%
73%
TOTAL
2,738,243
41,346
153.1
169.7
10.8%
1.8%
100%
(€M)
Berlin(1)
(1)
Including Dresden and Leipzig.
Rental income stood at €169.7 million in 2014, compared with
€152.5 million in 2013. This change was due mainly to:
Dresden and Leipzig, which saw average growth of 4.9%, proving
the relevance of the geographical diversification policy.
ww
the impact of disposals (-€12.4 million)
ww
the change in rental income like-for-like (+€2.3 million).
Regulated rents accounted for 10% of the North RhineWestphalia portfolio (or 7% of the total portfolio) and had an
average reversion of +14%.
The 1.8% rise in rental income like-for-like over a year was
essentially driven by the growth of the portfolios located in Berlin,
Berlin accounts for 11% of 2014 rental income like-for-like
(included Dresde and Leipzig)
ww
the impact of acquisitions (+€26.7 million)
1.6.4.2. Annualised rental income: €177 million
1.6.4.2.1. Geographic breakdown
(€M)
Berlin (1)
Surface
(m²)
Number
of units
Annualised
rental income
2013
Annualised
rental income
2014
Change
(%)
Average rent
(€/m²/month)
% of rental
income
792,544
11,848
31.2
57.5
84.4%
6.3
32%
NRW
1,945,699
29,498
128.3
119.8
-6.6%
5.1
68%
TOTAL
2,738,243
41,346
159.5
177.3
11.2%
5.5
100%
(1)
Including Dresden and Leipzig.
Foncière des Régions
38
Reference Document 2014
Management report 2014
Analytical data for the business by segment
1.6.4.3. Indexation
The rental income from residential premises in Germany changes according to three mechanisms:
ww
re-letting: the option to increase the rent freely without being excessive in urban areas
ww
for current leases: by implementing a three-year maturity, option to increase the rent by 15% to 20% depending on the region without
being able to exceed a market average (Mietspiegel)
ww
for current leases: option to increase the rent when work is done. The increase is then limited to 11% of the work which contributed
to the valuation of the building and the rent cannot exceed the Mietspiegel.
1.6.4.4. Occupancy rate
2013
2014
Berlin(1)
99.0%
98.3%
NRW
98.7%
98.3%
TOTAL
98.7%
98.3%
(%)
Including Dresden and Leipzig.
(1)
The occupancy rate for assets in operation stood at 98.3% at 31 December 2014 compared to 98.7% at 31 December 2013. The occupancy
rate is down slightly due to the result of resuming the management of the portfolios acquired in the second half of the year.
1.6.4.5. Reserves for unpaid rents
(€M)
2013
2014
As % of rental income
2.0%
3.3%
3.0
5.5
In value(1)
Net provision/reversals of provision.
(1)
The increase in unpaid rent in Germany in 2014 was mainly the result of taking over the management of the portfolios acquired during
the course of the year.
1.6.4.6. Disposals and disposal agreements: €160 million
Disposals
(agreements as
of end of 2013
closed) (I)
Agreements
as of end of
2013 to close
New
disposals
2014 (II)
New
agreements
2014
Total 2014
Margin vs 2013
value
Yield
Total Disposals
(I + II)
Germany
118.9
1.3
32.5
127.3
159.9
5.4%
7.1%
151.5
TOTAL
118.9
1.3
32.5
127.3
159.9
5.4%
7.1%
151.5
(€M)
2014 was particularly active, with €159.9 million in new commitments concluded at an average rate of over 5.4% to the appraisal value.
32% of these transactions were in Duisburg.
Foncière des Régions
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Reference Document 2014
1
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Management report 2014
Analytical data for the business by segment
1.6.4.7. Acquisitions: €358 million mainly in Berlin and Dresden
Assets (in GS)
Surface
(m²)
Number of
units
Acquisition
Price
(€M) ID(1)
Gross Yield
Berlin
169,869
2,373
222.3
5.7%
Dresden
109,335
2,225
116.5
6.3%
Leipzig
26,421
389
19.0
6.8%
TOTAL
305,625
4,987
357.8
6.0%
Including duties.
(1)
€357.8 million in acquisitions were made during 2014, mostly
in Berlin and Dresden. These investments have a yield of 6.0%.
Thanks to their technical features and their excellent locations
within their respective markets, the average expected rent reversion by the Company on these new assets will done between
+25% and +30%.
1.6.4.8. Asset values
1.6.4.8.1. Change in asset values
(€M)
Value ED
2012
Value
adjustment
Acquisitions
Disposals
Invest.
Value ED
2014
1,848
39
0
-139
28
1,747
587
35
358
-8
16
972
2,435
73
358
-147
44
2,719
NRW
Berlin
(1)
TOTAL
Including Dresden and Leipzig.
(1)
The following contribute to maintaining portfolio quality and its
increased value: €13.8 million in OPEX work (i.e. €5.1/m²) and
€44.3 million in CAPEX work (i.e. €16.5/m²) which was done in
2014.
At the end of 2014, the portfolio was valued at €2,718.8 million
compared with €2,434.7 million at the end of 2013. This change
was due to the following:
ww
the impact of disposals (-€147 million)
ww
the impact of acquisitions (+€358 million)
ww
the change in values like-for-like (+€73 million).
1.6.4.8.2. Like-for-like change: +2.9%
(€M)
Berlin
100% value
ED 2013 GS
Value ED
2014
LFL change
12 months
Yield ED
2013
Yield ED
2014
% of total
value
586.9
971.8
4.9%
5.4%
5.9%
36%
NRW
1,847.8
1,747.0
2.2%
7.0%
6.9%
64%
TOTAL GERMANY
2,434.7
2,718.8
2.9%
6.6%
6.5%
100%
Like-for-like, values grew by +2.9%, including +4.9% on average on the Berlin portfolio.
Foncière des Régions
40
Reference Document 2014
Management report 2014
Analytical data for the business by segment
1.6.5. Other activities
1.6.5.1. France Residential (100% FDL)
Following the separation of operations in France and Germany FDL intends to pursue actions to strengthen its position on the housing
market in France. The latter is characterized by sustained demand, by a structural shortage of housing and socio-demographic trends,
including the increase in population and number of households.
1.6.5.1.1. Accounted rental income
Rental income
2013
Rental income
2014
Change
(%)
% of rental
income
16.0
14.0
-12.7%
50%
Paris Region exclud. Paris and Neuilly
6.0
5.4
-10.6%
19%
Rhône-Alpes
3.4
2.8
-15.9%
10%
PACA
4.2
4.1
-2.1%
15%
Large West
1.9
1.5
-20.3%
5%
East
0.4
0.4
-4.8%
1%
31.9
28.2
-11.6%
100%
(€M)
Paris and Neuilly
Total France
Total Luxembourg
TOTAL FONCIÈRE DÉVELOPPEMENT LOGEMENTS
0.6
0.6
0.0%
100%
32.5
28.8
-11.4%
100%
Rental income stood at €28.8 million in 2014, compared with €32.5 million in 2013. This change was due mainly to:
ww
the impact of disposals (-€2.1 million)
ww
the impact of vacant properties (-€2.4 million)
ww
the impact of acquisitions (+€0.2 million)
ww
the impact of indexation (+€0.6 million).
1.6.5.1.2. Annualised rental income: €26 million
(€M)
Paris and Neuilly
Annualised
rental income
2013
Annualised
rental income
2014
Change (%)
% of rental
income
15.3
12.8
-16%
51%
Paris Region exclud. Paris and Neuilly
5.7
4.9
-14%
19%
Rhône-Alpes
3.1
2.4
-23%
9%
PACA
4.3
3.8
-12%
15%
Large West
1.8
1
-44%
4%
East
Total France
Total Luxembourg
TOTAL FONCIÈRE DÉVELOPPEMENT LOGEMENTS
0.4
0.4
0%
2%
30.6
25.3
-17.2%
100%
0.6
0.6
0.0%
100%
31.1
25.9
-16.9%
100%
1.6.5.1.3.Indexation
The index used to calculate the indexation in France is the IRL (Rental Reference Index). For commercial assets (retail and offices),
the most widely used indexation is the ICC (Construction Cost Index).
Foncière des Régions
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Analytical data for the business by segment
1.6.5.1.4. Disposals and disposal agreements: €120 million
Disposals
(agreements as
of end of 2013
closed) (I)
Agreements
as of end of
2013 to close
New
disposals
2014 (II)
New
agreements
2014
Total 2014
Margin vs
2013 value
Yield
Total Disposals
(I + II)
France
17.0
0.1
84.2
35.5
119.7
5.6%
1.4%
101.2
TOTAL
17.0
0.1
84.2
35.5
119.7
5.6%
1.4%
101.2
(€M)
Of all new commitments (€120 million), 60% were made in Paris and Neuilly-sur-Seine.
The value of new commitments has increased by around 50% compared with the previous year.
1.6.5.1.5. Asset valuation
This increase is mainly due to some major assets in Paris
being transferred from a block value to an occupied retail value
following a disposal commitment obtained on these assets, and
to the compression of the capitalisation rates used by experts
on some assets.
At the end of 2014, the Foncière Développement Logements
(France and Luxembourg) portfolio was valued at €800 million
with a like-for-like basis increase of 3.0% over the year.
1.6.5.2. Logistics
1.6.5.2.1. Accounted rental income: 0.8% like-for-like
(€M)
Surface (m²)
Rental income
2013
Rental income
2014
Change
(%)
Change (%)
LFL
% of total
531,457
54.3
33.1
-39.1%
0.8%
100%
TOTAL
Rental income in 2014 amounted to €33.1 million, i.e. a decrease
of 39.1% compared to the end of 2013. This change was due to:
ww
incoming and outgoing tenants (+€0.1 million)
ww
disposals made in 2013 and 2014 (-€21.3 million)
Like-for-like, rental income increased by 0.8% (all of the Chalon
site has now been leased).
ww
renewals (-€0.1 million).
ww
indexation and staged rents (+€0.1 million)
1.6.5.2.2. Annualised rental income: €19.7 million
(€M)
Surface
(m²)
Number
of assets
Annualised
rental income
2013
Annualised
rental income
2014
Change
(%)
% of rental
income
TOTAL
531,457
9
56.2
19.7
-64.9%
100%
Following disposals made in 2014, the annualised rents fell by 64.9%.
1.6.5.2.3.Indexation
In France, the indices used to calculate the indexation are those of the lCC and the ILAT. Collar rents account for 20% of annualised
rental income.
Foncière des Régions
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Analytical data for the business by segment
1.6.5.2.4. Occupancy rate: 80,2%
The occupancy rate at 31 December 2014 was 80.2%, compared with 85.5% at 31 December 2013. This decrease is due to the change
in scope of Logistics (major disposal in 2014). On the residual perimeter, the occupancy rate has increased, thanks to the marketing
efforts of Pantin and Chalon.
Occupancy rate
(%)
TOTAL
2013
2014
85.5%
80.2%
1.6.5.2.5. Unpaid Rent
The impact of unpaid rent on the Company’s 2014 accounts was positive by €0.1 million, down by €1.8 million compared with the end
of 2013 (the 2013 accounts were impacted by the forced liquidation of Telemarket).
1.6.5.2.6. Disposals and disposal agreements: €606 million
(€M)
TOTAL
Disposals
(agreements as Agreements as
of end of 2013 of end of 2013
closed) (I)
to close
0.0
0.0
New
disposals
2014 (II)
New
agreements
2014
Total 2014
Margin vs
2013 value
Yield
Total Disposals
(I + II)
498.4
107.3
605.7
-1.2%
7.1%
498.4
In 2014, Foncière des Régions continued its portfolio rotation policy:
ww
completion of several sales with a total value of €498 million (including the 17 logistics platforms sold to property funds managed
by Blackstone)
ww
signature of a preliminary sale agreement in the second half of 2014 for a disposal planned for the first half of 2015.
1.6.5.2.7. Asset values
1.6.5.2.7.1. Change in asset values
(€M)
TOTAL
Value ED
2013
Value
adjustment
Acquisitions
Disposals
Invest.
Transfert
Value ED
2014
791
-9
0
-498
4
0
288
1.6.5.2.7.2. Change like-for-like
Appraised values like-for-like over one year declined by 1.5%. This change is mainly due to tenant departures being taken into account.
(€M)
TOTAL
Value ED
2013 100%
Value ED
2014 100%
Value ED
2014 GS
LFL change
12 months
Yield ED
2013
Yield ED
2014
% of total
value
790.9
267.8
267.8
-1.5%
7.4%
7.2%
100%
The portfolio will worth €180.5 million, post disposals planned in half-year 2015.
Foncière des Régions
43
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1
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Management report 2014
Financial information and comments
1.7. FINANCIAL INFORMATION AND COMMENTS
The activity of Foncière des Régions consists of the acquisition,
ownership, administration and leasing of properties, developed
or otherwise, specifically in the Office, Residential, Hotels and
Service, Logistics, and Car Parks sectors.
The financial statements were approved by the Board of Directors
on 19 February 2015. The audit procedures on the consolidated
financial statements have been completed. The certification
report will be issued after the specific verifications. The review
report is being issued.
Registered in France, Foncière des Régions is a limited company
(société anonyme) with a Board of Directors.
1.7.1. Consolidated accounts
1.7.1.1. Scope of consolidation
At 31 December 2014, the scope of consolidation of Foncière des Régions includes companies in France and nine other countries in
Europe (Offices: Italy Residential: Germany, Austria, Denmark; Hotels & Service Sector: Germany, Portugal, Belgium, the Netherlands
and Luxembourg). The main percentages of control during the year were as follows:
2013
2014
Foncière Développement Logements
59.7%
61.3%
Foncière des Murs
28.3%
28.5%
N/A
60.9%
Beni Stabili
50.9%
48.3%
OPCI CB 21 (Tour CB 21)
75.0%
75.0%
Urbis Park
59.5%
59.5%
Fédérimmo (Carré Suffren)
60.0%
60.0%
SCI Latécoëre (DS Campus)
50.1%
50.1%
SCI 11, Place de l’Europe (Campus Eiffage)
50.1%
50.1%
Lenovilla (New Vélizy)
50.1%
50.1%
Subsidiaries
Immeo
Foncière des Régions increased its stake in Foncière
Développement Logements following the Public Exchange Offer
in August 2013. As a result of the offer, Foncière des Régions
holds 59.7% of Foncière Développement Logements, which has
been fully consolidated since 1 August.
Foncière des Régions increased its equity interest in Foncière
des Murs following capital increase in November 2014, and it
now owns 28.46% of Foncière des Murs.
1.7.1.2. Accounting standards
In July 2014, Foncière Développement Logements sold its equity
interests in the German Residential sector to its shareholders.
Foncière des Régions currently holds 60.9% of the German
Residential sector via Immeo.
The consolidated financial statements have been prepared in
accordance with the international accounting standards issued
by the IASB (International Accounting Standards Board) and
adopted by the European Union on the date of preparation. These
standards include the IFRS (International Financial Reporting
Standards), as well as their interpretations. The financial statements were approved by the Board of Directors on 19 February
2015.
In addition, the completion in September of the Foncière
Développement Logements share buyback offer and the cancellation of shares raised Foncière Développement Logements
ownership stake in Foncière des Régions to 61.26%.
On 27 October, Foncière des Régions participated in the capital
increase of Beni Stabili, and it now holds 48.3% of Beni Stabili’s
capital.
Foncière des Régions
44
Reference Document 2014
Management report 2014
Financial information and comments
1.7.1.3. EPRA Income Statements
(100%)
(€M)
Consolidated
2013
Change
GS
GS
2014 before Discontinued
reclassification operations
2014
GS
2014 before Discontinued
2013 reclassification operations
2014
%
RENTAL INCOME
832.0
908.4
33.1
875.4
525.7
558.1
33.1
525.0
6.2%
Unrecovered rental costs
-40.0
-44.0
-4.6
-39.4
-26.6
-27.9
-4.6
-23.3
4.9%
Expenses on properties
-18.3
-29.0
-0.9
-28.0
-11.4
-17.8
-1.0
-16.9
56.1%
Net expenses on
unrecoverable receivables
-8.8
-8.6
0.1
-8.7
-5.3
-5.1
0.3
-5.4
-3.8%
Net rental income
764.8
826.9
27.7
799.2
482.4
507.3
27.6
479.6
5.2%
ratio of costs to revenues
8.1%
9.0%
8.7%
8.2%
9.1%
Management and
administration revenues
22.2
23.7
0.3
23.4
21.1
23.3
0.3
23.0
10%
Activity-related costs
-4.9
-5.7
-0.3
-5.4
-3.7
-3.6
-0.3
-3.3
-3%
Committed fixed costs
-82.7
-104.0
-1.0
-103.0
-61.5
-74.7
-1.0
-73.7
21.5%
-0.5
-0.2
0.0
-0.2
-0.4
-0.2
0.0
-0.2
-50%
-65.9
-86.3
-1.0
-85.3
-44.4
-55.2
-1.0
-54.2
24.3%
19.5
26.9
0.0
26.9
13.8
21.5
0.0
21.5
55.8%
-15.0
-15.6
0.0
-15.6
-10.1
-10.3
0.0
-10.3
2.0%
Development costs
NET COST OF OPERATIONS
Income from other activities
Depreciation of operating
assets
Net change in provisions
and other
CURRENT OPERATING INCOME
Net income from inventory
properties
Income from asset disposals
Income from value
adjustments
Income from disposal
of securities
Income from changes in scope
OPERATING INCOME
Income from non-consolidated
companies
Cost of net financial debt
Value adjustment on
derivatives
8.7%
2.1
-19.1
-2.7
-16.4
1.9
-9.9
-2.6
-7.2
N/A
705.5
732.9
24.0
708.9
443.6
453.4
24.0
429.4
2.2%
-5.2
-2.1
0.0
-2.1
-2.5
-1.2
0.0
-1.2
-52%
3.5
-5.9
-8.0
2.0
-1.3
-7.1
-8.0
0.9
N/A
-37.7
158.7
-8.6
167.4
-40.2
102.0
-8.6
110.6
N/A
3.8
0.0
0.0
0.0
3.8
0.0
0.0
0.0
N/A
48.8
32.5
30.6
1.9
48.8
31.8
30.5
1.3
N/A
719.0
916.1
37.9
878.2
452.1
578.9
38.0
540.9
28.0%
10.1
0.9
0.0
0.9
10.1
0.9
0.0
-307.4
-289.1
-7.0
-282.2
-192.0
-175.0
-7.0
-168.1
0.9 -91.1%
-8.9%
110.0
-311.4
-7.7
-303.7
71.7
-190.9
-7.7
-183.2
N/A
Discounting of liabilities
and receivables
-2.9
-3.4
-0.1
-3.3
-2.8
-3.4
-0.1
-3.2
21.4%
Net change in financial
and other provisions
-47.7
-124.0
0.0
-124.0
-25.0
-65.3
0.0
-65.4
N/A
32.5
21.1
0.0
21.1
29.3
19.8
0.0
513.6
210.1
23.1
187.0
343.5
164.9
23.2
141.7
6.2
-80.6
0.5
-81.1
1.4
-40.0
0.1
-40.1
N/A
-7.6
-9.9
0.4
-10.3
-4.8
-6.4
0.4
-6.8
33%
512.1
119.6
0.0
95.6
118.5
23.7
94.8
0.0
0.0
24.0
0.0
0.0
23.7
Share in earnings of affiliates
PRE-TAX INCOME
Deferred tax
Corporate income tax
NET INCOME FROM
CONTINUING OPERATIONS
Post-tax profit or loss
of discontinued operations
NET INCOME FROM
DISCONTINUED OPERATIONS
NET INCOME FOR THE PERIODE
Non-controlling interests
NET INCOME
FOR THE PERIOD – GS
19.8 -32.4%
0.0
0.0
24.0
0.0
0.0
23.7
512.1
119.6
24.0
119.6
340.1
118.5
23.7
118.5
-172.0
-1.1
0.0
-1.1
0.0
0.0
0.0
0.0
340.1
118.5
24.0
118.5
340.1
118.5
23.7
118.5
Foncière des Régions
45
Reference Document 2014
-52%
-65%
-65%
1
1
Management report 2014
Financial information and comments
1.7.1.3.1. Rental income
1.7.1.3.4. Depreciation and provisions
Rental Income (before reclassification of Logistics as
Discontinued Operations) rose by 6.2% to €558.1 million, Group
share (vs €525.7 million). This increase can be explained primarily
through the consolidation on a full-year basis of the residential
business, adding €75 million, as well as the following:
Allowances for depreciation and provisions during the period
consisted largely of depreciation on operating properties and
car parks.
1.7.1.3.5. Change in the fair value of assets
ww
asset acquisitions and deliveries (+€6,4 million)
The income statement recognises changes in the fair value of
assets based on appraisals conducted on the portfolio. During
2014, the change in the fair value of investment assets was
positive by €102.0 million for the Group share and €158.7 million
on a consolidated basis, versus -€40.2 million (Group share) at
31 December 2013 (-€37.7 million at 100%).
ww
disposals (-€46.2 million, of which -€21.3 million related to
disposals in Logistics)
ww
indexation and the mixed effect from departures and re-lettings
(-€0.3 million).
In consolidated data, rental income increased by 9.2%
(+€76 million):
Operating income, Group share, thus amounted to €578.9 million
at 31 December 2014 compared to €452.1 million at 31 December
2013.
ww
Germany Residential: +€107.3 million
ww
France Residential: +€15.8 million
ww
Offices France: -€14.5 million (-5.5%)
ww
Offices Italy: -€3.0 million (-1.3%)
1.7.1.3.6. Financial aggregates
ww
Hotels and Service Sector: -€7.9 million (-3.9%)
Financial expenses stood at €175 million in Group share
(compared to €191.4 million at 31 December 2013) and at
€289.1 million on a consolidated basis (vs €307.4 million at
31 December 2013). The amount of interest capitalised on assets
under development amounted to €15 million (Group share) for
2014.
ww
Logistics: -€21.2 million (-39.1%).
1.7.1.3.2. Net operating costs
Net operating costs amounted to €55.2 million, Group share,
at 31 December 2014 (€86.3 million on a consolidated basis)
compared to €44.4 million at 31 December 2013 (€65.9 million
on a consolidated basis), for an increase of 24.3%. This increase
is related primarily to the integration of Residential activity on
a full-year basis. Stripping out the impact of Residential, net
operating costs fell during 2014. These overhead expenses
mainly consist of payroll, attorneys’ fees, auditors’ fees, and office,
communications and IT costs.
In addition, financial instruments both assets and liabilities
(before reclassification of Discontinued Operations) represented
a net balance sheet amount of €580.3 million (€384.4 million
for the Group share) and deferred tax liabilities from non-SIIC
foreign companies accounted for €244.6 million (€127.4 million
Group share).
The change in the fair value of financial instruments was
negative €190.9 million in Group share at 31 December 2014.
(-€311.4 million on a consolidated basis), compared to positive
€71.7 million in Group share (+€110 million on a consolidated
basis) at 31 December 2013. This was after a drop in long-term
rates and a change in the fair value of the ORNANE between 2013
and 2014 (-€52.7 million, Group share and €69.2 million at 100%).
1.7.1.3.3. Other business income
Other business income mainly concerned the ”Car Parks” activity
(€7.6 million), i.e. car parks owned or under concession, as well
as real estate development activities. Net income from these
activities rose during 2014 due mainly to real estate development activity (€5.5 million). Other business income stood at
€21.5 million at 31 December 2014 (Group share), compared to
€13.8 million at 31 December 2013.
1.7.1.3.7. Share of income of associates
% interest
Value 2013
Contribution
to earnings
Value 2014
Change (%)
OPCI Foncière des Murs
19.90%
71.8
1.3
69.2
3.8%
SCI Latécoère (Dassault Campus)
50.10%
95.3
5.4
92.8
2.7%
Lénovilla (New Vélizy)
50.10%
6.9
7.0
13.8
-50.0%
Consolidated data
Other equity interests
TOTAL
10.8
7.4
12.9
-16.4%
184.8
21.1
188.7
-2.1%
1.7.1.3.8. Income (loss) from changes
in consolidation scope
1.7.1.3.9. Income from non consolidated
companies
The income from changes in consolidation scope corresponded
mainly to the impact to net profit from the disposal of the Logistics
companies for €30.5 million (Garonor France III in particular).
Income from non-consolidated companies corresponds to OPCI
Technical Fund dividends for €0.9 million.
Foncière des Régions
46
Reference Document 2014
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Financial information and comments
1.7.1.3.10.Taxes
Taxes determined are for:
ww
foreign companies not covered or only partially covered by a specific scheme for real estate businesses
ww
French subsidiaries not having opted for the SIIC regime
ww
French SIIC or Italian subsidiaries with taxable activity.
Note that the change in the Italian SIIQ tax regime resulted in the cancellation of €30 million (Group share) in net deferred tax assets.
1.7.1.3.11. EPRA Net Recurring Income
Group share
(€M)
2013
2014 before
reclassification
NET RENTAL INCOME
483.8
508.5
24.7
5.1%
Net operating costs
-42.7
-54.2
-11.5
26.9%
14.4
21.2
6.8
47.2%
Income from other activities
Net change in provisions and other
Change
%
0.2
0.0
-0.2
N/A
-190.4
-173.5
16.9
-8.9%
Recurrent net income from equity affiliates
23.4
14.2
-9.2
-39.3%
Income from non consolidated affiliates
10.1
0.9
-9.2
-91.1%
Recurrent tax
-2.2
-2.7
-0.5
22.7%
296.7
314.5
17.8
6.0%
1.1%
Cost of net financial debt
EPRA RECURRENT NET INCOME
EPRA RECURRENT NET INCOME PER SHARE
4.98
5.03
0.1
Fair value adjustment on real estate assets
-40.2
102.0
142.2
N/A
Other asset value adjustments
-34.2
-8.3
25.9
-75.7%
Fair value adjustment on financial instruments
71.7
-190.9
-262.6
N/A
Other
48.8
-55.1
-103.9
N/A
Non-recurrent tax
-2.7
-43.7
-41.0
N/A
340.1
118.5
-221.6
-65.2%
59,632,122
62,538,274
2,906,152
4.9%
NET INCOME
Diluted average number of shares
Net income GS
Restatements
EPRA RNI
NET RENTAL INCOME
507.3
1.3
508.6
Operating costs
-55.2
0.9
-54.2
21.5
-0.3
21.2
-10.3
10.3
0.0
Income from other activities
Depreciation of operating assets
Net change in provisions and other
CURRENT OPERATING INCOME
-9.9
9.9
0.0
453.4
22.1
475.5
-1.2
1.2
0.0
Net income from inventory properties
Income from asset disposals
Income from value adjustments
-7.1
7.1
0.0
102.0
-102.0
0.0
0.0
0.0
0.0
Income from disposal of securities
Income from changes in scope
OPERATING INCOME
31.8
-31.8
0.0
578.9
-103.4
475.5
Income from non-consolidated companies
0.9
0.0
0.9
COST OF NET FINANCIAL DEBT
-175.0
1.6
-173.5
Value adjustment on derivatives
-190.9
190.9
0.0
-3.4
3.4
0.0
-65.4
65.4
0.0
Discounting of liabilities and receivables
Net change in financial provisions
Share in earnings of affiliates
19.8
-5.5
14.3
PRE-TAX NET INCOME
164.9
152.3
317.2
Deferred tax
-40.0
40.0
0.0
Corporate income tax
NET INCOME FOR THE PERIOD
Foncière des Régions
47
-6.4
3.7
-2.7
118.5
196.0
314.5
Reference Document 2014
1
1
Management report 2014
Financial information and comments
1.7.1.4. Balance sheet
1.7.1.4.1. Consolidated balance sheet
(€M)
2013
H1 2014 Disconbefore tinued
reclassi- operafication
tions
2014
Non-current assets
2013
2014
Shareholders’ equity
Capital
Intangible assets
154
145
0
145 Additional paid-in capital
Tangible assets
108
80
0
80 Consolidated reserves
14,298
14,535
0
Treasury stock
Investment properties
H1 2014 Disconbefore tinued
reclassi- operafication
tions
14,535 Earnings
Total shareholders’ equity
Group share
188
188
0
188
2,371
2,291
0
2,291
-11
-4
0
-4
1,402
1,564
0
1,564
340
119
0
119
4,290
4,158
0
4,158
Financial assets
156
185
0
185 Non-controlling interests
2,925
3,142
0
3,142
Equity affiliates
185
189
0
189 Total shareholders’ equity (I)
7,215
7,300
0
7,300
Deferred tax assets
90
17
0
17 Non-current liabilities
Long-term financial
instruments
12
39
0
39
7,520
7,709
7
7,707
476
540
20
520
295
261
0
261
Pension and other liabilities
41
44
0
44
Other long-term debt
38
10
4
7
537 Total non-current liabilities (II) 8,369
8,564
24
8,540
2
0
2
Long-term borrowings
Long-term financial
instruments
Total non-current assets (I) 15,002
15,189
0
15,189 Deferred tax liabilities
Current assets
Assets held for sale
1,197
825
288
Loans and finance lease
receivables
10
8
0
Inventories and
work-in-progress
80
73
0
Short-term financial
instruments
8 Current liabilities
73 Liabilities held for sale
0
11
21
0
110
90
3
87
283
277
13
264 Short-term borrowings
979
1,204
0
1,204
3
7
4
Short-term financial
3 instruments
95
101
3
98
Other receivables
202
127
4
123 Tenant security deposits
6
5
0
5
Accrued expenses
12
10
0
134
146
7
139
382
1,029
2
17
17
0
17
Trade receivables
Current tax
Cash and cash equivalents
Discontinued operations
21 Trade payables
Advances and deposits
10 received on current orders
1,027 Short-term provisions
311 Current tax
5
6
0
6
Other debt
204
93
11
82
47
37
0
37
Accruals
Discontinued operations
Total current assets (II)
TOTAL ASSETS (I + II)
47
2,179
2,376
311
2,377 Total current liabilities (III)
1,597
1,702
24
1,732
17,181
17,566
311
17,566 TOTAL LIABILITIES (I + II + III)
17,181
17,566
47
17,566
Foncière des Régions
48
Reference Document 2014
Management report 2014
Financial information and comments
1.7.1.4.2. Simplified consolidated balance sheet
Assets
2014 before
reclassification
Fixed assets
14,760
2014
Liabilities
14,760 Shareholders’ equity
2014 before
reclassification
2014
4,158
4,158
Equity affiliates
189
189 Non-controlling interests
3,142
3,142
Financial assets
185
185 Shareholders’ equity
7,300
7,300
Deferred tax assets
17
17 Borrowings
8,913
8,906
Financial instruments
60
60 Financial instruments
641
618
825
537 Deferred tax liabilities
261
261
Assets held for sale
Cash
1,029
1,027 Discontinued operations
Discontinued operations
311 Other liabilities
Other
502
481
TOTAL
17,566
17,566
TOTAL
54
451
427
17,566
17,566
2014 before
reclassification
2014
4,158
4,158
5,765
5,758
1.7.1.4.3. Simplified balance sheet, Group share
2014 before
reclassification
2014
8,650
8,650
Equity affiliates
139
139
Financial assets
181
181 Shareholders’ equity
Assets
Fixed assets(1)
Deferred tax assets
8
Financial instruments
Liabilities
8 Borrowings
55
55 Financial instruments
439
417
Assets held for sale
661
373 Deferred tax liabilities
135
135
Cash
803
801 Other
339
314
Discontinued operations
311 Discontinued operations
Other
339
318
TOTAL
10,836
10,836
TOTAL
47
10,836
10,836
€408 million under development.
(1)
1.7.1.4.4. Shareholders’ equity
1.7.1.4.5. Net debt
Consolidated shareholders’ equity, Group share, fell from
€4,290 million at the end of 2013 to €4,158 million at 31 December
2014, i.e. a decrease of €132.1 million due mainly to:
Foncière des Régions’ bank loans amounted to €5,727 million
in Group share, and €8,893 million on a consolidated basis. Net
debt at 31 December 2014 was €4,962 million (Group share)
and €7,884 million (on a consolidated basis), compared to
€5,098 million (Group share) and €8,117 (consolidated) at the end
of 2013. The net debt decreased by €136 million (Group share)
and €233 million on a consolidated basis.
ww
income for the period: +€118.5 million
ww
financial instruments included in shareholders’ equity:
+€42.5 million
ww
impact of the cash dividend distribution: -€262.7 million
ww
change percentage of Beni Stabili held: -€30.2 million
ww
structuring of residential sector: -€2.8 million.
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Financial information and comments
1.7.2. Consolidated financial statements
ww
the participation in the capital increase of Beni Stabili on
14 October 2014. The percentage of holding fell from 50.9%
to 48.3%
The financial statements for the fiscal year are presented
according to the same accounting principles, rules and methods
as those for the previous fiscal year. The annexes are prepared
in accordance with ANC recommendation 2014-03 published by
the decree of 8 September 2014.
ww
the participation in the capital increase of Foncière des Murs
carried out on 18 November 2014. The percentage of holding
increased from 28.3% to 28.5%
The financial statements for 2014 reflect the impact of the
following significant events that occurred during the fiscal year:
ww
the universal transfer of the assets of the companies
SCI 32/50 rue Parmentier, SCI Tostel and SARL Foncière
Electimmo
ww
main transactions involving investments linked to:
ww
the reduction in capital and the exceptional distribution
of Foncière Développement Logements, which brings the
accounting value of the Foncière Développement Logements
securities on Foncière des Régions balance sheet from
€726.7 million to €190.5 million
ww
the impact of provisions for impairment of equity investments
recorded at subsidiaries when the net asset value is lower
than the value of the investment securities. Net provisions
for impairment of investments mainly concern Beni Stabili
(+€94 million)
ww
a new investment in the company Imméo ReWo Holding
GmbH (fully-owned subsidiary) for €646.5 million. Immeo
Rewo Holding GmbH holds an investment of approximately
60% in the German residential sector
ww
the payment of a €263 million dividend to shareholders
ww
the issuance in September of a bond loan of €500 million
maturing in seven years with a 1.75% coupon.
ww
the subscription of 100% of the shares of SCI Charenton for
€16 million. This SCI purchased a property complex made
up of three buildings leased to Natixis
The 2014 financial statements showed corporate earnings of
€186.5 million, versus €180.6 million in 2013.
1.7.2.1. Changes in the income statement
2014
(published)
2013
(published)
2013/2014
Changes
2012
(published)
Rental receipts
40.9
43.7
-2.8
39.2
Provision of services
25.5
23.0
2.5
25.3
Primary aggregates
(€M)
Sundry income
7.8
6.3
1.5
9.2
Revenues
74.2
73.0
1.2
73.7
Net overheads
47.0
49.9
-2.9
52.2
Amortisation
20.2
23.0
-2.8
21.4
5.2
-0.8
6.0
3.9
Impairment and Provisions
Operating profit
1.8
0.9
0.9
-3.8
Financial income
409
355.0
54.0
302.2
Financial charges
246.1
172.4
-73.7
228.1
Net financial income
162.9
182.5
-19.6
74.1
Income from ordinary operations
164.7
183.3
-18.6
70.3
24.2
-2.1
26.3
72.5
0
0
0
0
2.4
0.8
1.6
0.8
186.5
180.6
5.9
142.1
Net non-recurring income
Profit-sharing
Corporate income tax
PROFIT
Total revenues for the fiscal year amounted to €74.2 million,
including €40.9 million in leasing income, €25.5 million for the
provision of services and €7.8 million for reinvoicing expenses.
The depreciation and amortisation charges amounted to
€20.2 million at 31 December 2014, versus €23 million at
31 December 2013. Allocations and reversals to provisions in
assets and liabilities had a negative impact on operating income
in the amount of -€5.2 million. This amount mainly corresponds
to provisions for depreciation of fixed assets. Therefore, operating
income rose from -€0.9 million to +1.8 million.
Services correspond to those rendered to subsidiaries and to
administrative and accounting activity for companies held in
partnership in 2014.
The decrease in net overheads of €2.9 million compared to 2013
mainly includes a drop in other purchases and external expenses.
Foncière des Régions
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Management report 2014
Financial information and comments
Financial income totalled €409 million, versus €355 million the
previous fiscal year, i.e. an increase of €54 million. This increase
includes both an increase in merger surpluses during the fiscal
year (+€60.3 million) and to an increase in paid-in dividends
received (+€32.8 million), offset by a decrease in reversals of
provisions and transferred charges (-€35.7 million).
Net intangible assets amounted to €21.5 million, versus
€23.7 million in 2013.
Plant, property and equipment, which mainly corresponds to
properties subject to deduction of the depreciation, amortisation and provisions made increased from €528.5 million to
€545.4 million. They include the investments realised mainly on
the Green Corner, Nanterre Respiro, Bose Saint-Germain and
Lille Quatuor in Roubaix (€72 million) development projects and
disposals for the fiscal year (including Lille Arcuriale) as well as
amortisations for the period.
Financial expenses were €246.1 million, versus €172.4 million in
2013, up €73.7 million, which is mainly due to provisions associated with greater investments than in 2013 (additional expense
of €56.3 million), and an increase in interest and similar costs
of €18 million.
Financial income thus rose from €182.5 million in 2013 to
€162.9 million in 2014, while operating income fell from
€183.3 million to €164.7 million, down €18.6 million.
Investment securities totalled €3,625.7 million compared with
€3,450.1 million in the accounts for 2013, representing a net
increase of €175.6 million, essentially reflecting the following
major changes:
Extraordinary income of €24.2 million was due largely to capital
gains on asset disposals of €23.8 million.
ww
a new investment in the company Imméo ReWo Holding,
holding 60% of Germany Residential, for +€646.5 million
ww
increases in shares in the companies Foncière des Murs
(+€58.4 million) and Beni Stabili (+€51.7 million), following
capital increases
Income tax for the year amounted to €2.4 million.
ww
increases in shares following full transfers of assets of
Foncière Electimmo with investments (+€50.1 million)
1.7.2.2. Change in major balance-sheet
items
ww
a new investment in the company SCI Charenton for
+€16 million
The company’s shareholders’ equity, before distribution, as at
31 December 2014 totalled €2,823.9 million, down -€77.3 million.
This drop was due largely to the following events:
ww
upon the impact of the reduction in capital and the exceptional distribution of Foncière Développement Logements for
-€536.2 million
ww
the payment of a €263 million dividend to shareholders
ww
cancellation of securities of companies under the TUP
programme (-€25.3 million)
ww
earnings for the fiscal year totalling €186.5 million
ww
a decrease in regulated provisions totalling €1.1 million.
ww
changes in depreciation of equity investments of -€85.6 million,
in particular the depreciation of Beni Stabili shares
(€93.6 million).
The provisions for contingencies and losses decreased by
€8.4 million, in particular due to:
ww
a provision for contingencies not used for risks concerning
unrealised capital losses on financial instruments for
€4.8 million
Borrowings fell from €895.3 million to €538.6 million, down
€356.7 million, in view of the new loans extended to subsidiaries
(in particular Charenton €147 million) and the repayment of loans
(in particular Foncière Europe Logistique €288.5 million, Garonor
France III €150 million and Technical €129 million).
ww
a provision for contingencies for yield guarantees for €1 million,
following the activation of the guarantee by the partner
ww
a reversal of provisions for treasury shares of €3.1 million.
Current assets totalled €776.7 million, compared with
€328.6 million in the accounts for 2013, representing an increase
of €448.1 million linked essentially to increases in securities
(€505.7 million).
Debt amounted to €2,649 million. It was impacted by the issuance
of a €500 million non-convertible bond and by changes in other
bank borrowings (-€26 million).
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Financial information and comments
1.7.2.3. Company earnings over the past five fiscal years
Pursuant to the provisions of Article R. 225-102 of the French Commercial Code, the financial table reproduced below shows the
company’s income over the past five fiscal years.
(€)
2010 fiscal
year
2011 fiscal
year
2012 fiscal
year
2013 fiscal
year
2014 fiscal
year
164,774,919
164,846,385
173,690,076
188,049,264
188,050,671
I - CAPITAL AT YEAR-END
a. Share capital
b. Number of ordinary shares outstanding
54,924,973
54,948,795
57,896,692
62,683,088
62,683,557
c. Number of priority dividend shares (without voting
rights) outstanding
0
0
0
0
0
d. Maximum number of future shares to be created
0
0
0
0
0
0
0
0
0
0
395,736
383,279
326,462
311,561
310,056
77,039,761
77,715,684
73,716,015
72,992,648
74,203,034
-253,050,343
176,505,542
230,436,681
192,350,072
303,487,063
c. Corporate income tax
0
0
747,538
789,695
2,387,437
d. Employee profit-sharing due for the year
0
0
0
0
0
e. Income after tax, employee profit-sharing,
depreciation and provisions
111,136,742
113,562,173
142,109,966
180,571,839
186,513,137
f. Distributed income
230,684,887
230,784,939
243,166,106
263,268,970
269,539,295
d1. Through conversion of bonds
d2. Through exercise of subscription rights
II - OPERATIONS AND INCOME FOR THE FISCAL YEAR
a. Revenues net of tax
b. Income before tax, employee profit sharing,
depreciation and provisions
III -NET INCOME PER SHARE
a. Income after tax and employee profit sharing, but
before depreciation and provisions
-4.61
3.21
3.98
3.06
4.80
b. Income after tax, employee profit-sharing,
depreciation and provisions
2.02
2.07
2.45
2.88
2.98
c. Dividend per share
4.20
4.20
4.20
4.20
4.30(1)
IV – PERSONNEL
a. Average salaried headcount over the fiscal year
b. Total payroll for the fiscal year
c. Amount paid in employee benefits for the fiscal
year (social security, benefits, etc.)
138
131
145
141
158
13,307,494
20,004,683
18,453,462
16,858,351
15,964,832
5,913,323
5,790,337
6,396,840
6,457,459
7,264,791
Proposed for vote by the Ordinary and Extraordinary General Shareholders Meeting of 17 April 2015.
(1)
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Financial information and comments
1.7.2.4. Non-tax-deductible expenses
In accordance with Article 223 quater of the French General Tax Code, it should be noted that financial statements for the past year
include a total of €51,447 corresponding to non-tax-deductible expenses (depreciation and excess rent on leased vehicles).
During the past fiscal year, Foncière des Régions incurred no expenses subject to Articles 223 quinquies and 39-5 of the French General
Tax Code.
1.7.2.5. The company’s research and development activity
Foncière des Régions carried out no research and development activities during the past fiscal year.
1.7.2.6. Payment periods for company suppliers and clients
In accordance with the provisions of Article L. 441-6-1, paragraph 1 of the French Commercial Code, the breakdown of debt balances
at year-end for the past two fiscal years relating to Foncière des Régions’ suppliers is presented below by date due.
Foncière des Régions – balance by due date as at 31/12/2013
(€K)
Total
Balance
not due
(invoice date
< 60 days)
Supplier debt
1,134
0
Balance
not due
(invoice date
> 60 days)
Overdue
by less than
30 days
Overdue by 30
to 90 days ago
Overdue
by more than
90 days
872
246
16
0
Foncière des Régions – balance by due date as at 31/12/2014
(€K)
Total
Balance
not due
(invoice date
< 60 days)
Supplier debt
4,341
4,078
Balance
not due
(invoice date
> 60 days)
Overdue
by less than
30 days
Overdue by 30
to 90 days ago
Overdue
by more than
90 days
0
256
7
0
Trade receivables totalled €471 million at 31 December 2014 and are itemized by due date in the table below:
Foncière des Régions – balance by due date as at 31/12/2014
(€K)
Trade receivables
Total
Balance
not due
Overdue
by less than
90 days
Overdue by 90
to 180 days
Overdue
by more than
180 days
472
3
166
65
238
1.7.2.7. Review by the Statutory Auditors
Pursuant to the legal and regulatory provisions, reports by the Statutory Auditors concerning the approval of the 2014 financial statements
as reproduced in the Reference Document are available.
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Net Assets Value (NAV)
1.8. NET ASSETS VALUE (NAV)
EPRA NAV (€M)
EPRA NAV/share (€)
EPRA TRIPLE NET NAV (€M)
EPRA triple net NAV/share (€)
Number of shares
2013
2014
Var. vs 2013
Var. (%)
vs 2013
4,871.1
4,753.5
-117.6
-2.4%
77.7
75.5
-2.2
-2.8%
4,342.1
4,145.1
-196.9
-4.5%
69.2
65.9
-3.4
-4.9%
62,708,431
62,941,712
233,281
0.4%
€4,754 million
€4,871 million +€315 million
€75.5/share
+€102 million
€77.7/share
-2.8%
-€106 million
-€263 million
-€85 million
-€35 million
-€45 million
Tax implications
of logistics disposal
Other
Favourable impacts
on the debt profile and cost
EPRA
NAV
2013
RNI
EPRA
Distribution
Property values Refinancing and
increase
capital increase
of Beni Stabili
Hedge
restructuring
EPRA
NAV
2014
Number of shares used to calculate NAV: 62,941,712 for 2014 vs 62,708,431 for 2013
SHAREHOLDERS’ EQUITY
€ Million
€/share
4,158.0
66.1
Fair value assessment of buildings (operation + inventory)
27.1
Fair value assessment of parking facilities
34.0
Fair value assessment of goodwill
1.9
Fixed debt
-93.4
Restatement of value ED
17.5
EPRA TRIPLE NET NAV
4,145.1
Financial instruments and fix rate debt
407.4
Deferred tax
127.4
ORNANE
65.9
73.6
EPRA NAV
4,753.5
75.5
IFRS NAV
4,158.0
66.1
Valuation work is carried out in accordance with the code of conduct applicable to SIICs, and in accordance with the Charter of property
valuation expertise, the recommendations of the COB/CNCC working group chaired by Mr Barthès de Ruyther and the international
plan in accordance with European TEGoVA standards and those of the Red Book of the Royal Institution of Chartered Surveyors (RICS).
The property portfolio directly held by the Group underwent a complete valuation on 31 December 2014 by independent property experts
such as REAG, DTZ Eurexi, CBRE, JLL, BNP Paribas Real Estate, Cushman and Yard Valtech.
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Net Assets Value (NAV)
Assets were estimated at values excluding and/or including
duties, and rents at market value. Estimates were made using
the comparative method, the rent capitalization method and the
discounted future cash flows method.
Other assets and liabilities were valued using the principles of the
IFRS standards on consolidated accounts. The application of the
fair value essentially concerns the valuation of the debt coverages
and the ORNANES. The level of exit tax is known and included in
the financial statements for all of the companies that have opted
for the fiscal transparency system.
Car parks were valued by capitalizing the gross operating surplus
generated by the business.
For companies shared with other investors, only the Group share
was taken into account.
1.8.1. Fair value adjustment for the buildings and business goodwill
In accordance with IFRS standards, properties in operation and
in inventory are valued at historical cost. A value adjustment, in
order to take into account the appraisal values, is recognised in
the NAV for a total amount of €27.1 million.
Since goodwill is not valued in the consolidated accounts, a
restatement to recognise its fair value (as calculated by the
appraisers) was made in the NAV in the amount of €2.0 million
at 31 December 2014.
1.8.2. Fair value adjustment for the car parks
Car parks are valued at historical cost in the consolidated financial statements. A restatement is made in the NAV to take into account
the appraisal value of these assets, as well as the effect of the farm-outs and subsidies received in advance. The impact on the RNA
was €34.0 million at 31 December 2014.
1.8.3. Recalculation of the base cost excluding duties of certain assets
When a company, rather than the asset that it holds, can be sold off, transfer duties are recalculated based on the company’s net asset
value. The difference between these recalculated duties and the transfer duties already deducted from the value of the assets generates
a restatement of €17.5 million at 31 December 2014.
1.8.4. Fair value adjustment for fixed-rate debts
The Group has taken out fixed-rate loans. In accordance with EPRA principles, triple net NAV is adjusted by the fair value of fixed-rate
debts, with an impact of -€93.4 million at 31 December 2014.
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Real estate appraisals
1.9. REAL ESTATE APPRAISALS
1.9.1. Introduction
Foncière des Régions consolidates the activities of three public companies. Thus, the part concerning the appraisals of assets in the
Services Sector, France Residential and Italy Offices can be consulted directly in the subsidiaries’ Reference Documents, namely:
ww
Foncière des Murs for Services Sector assets
ww
Foncière Développement Logements for France Residential
ww
Beni Stabili for Italy Offices.
Summary reports covering Foncière Europe Logistique’s logistics and light industrials activities and Immeo AG’s Germany Residential
activity are included in 1.9.6 and 1.9.7, respectively.
1.9.2. Context
1.9.2.1. The office market in Paris Region – 2014 review
SUMMARY TABLE
Paris Region
La Défense
2013
2014
Change
2013
2014
Change
1,870,200 m
2
2,118,400 m
13%
105,500 m
2
234,800 m
123%
669,300 m2
826,800 m2
24%
52,700 m2
170,300 m2
223%
5,931,400 m
2
5,733,300 m
-3%
704,200 m
2
489,000 m
-31%
3,925,000 m2
4,024,000 m2
3%
401,000 m2
409,000 m2
2%
Vacancy rate
7.1%
7.20%
0.1 pt
12.30%
12.20%
-0.1 pt
For the year
2
Take-up
o/w > 5,000 m2
Firm offer
Immediate
2
2
2
2
1,305,700 m
1,251,300 m
-4%
165,400 m
71,900 m
-57%
More than one year
700,700 m2
458,000 m2
-35%
137,800 m2
8,100 m2
-94%
Likely offer > 5,000 m2
2,974,000 m2
3,583,200 m2
20%
482,900 m2
698,800 m2
45%
Ready to start
1,412,800 m
2
1,845,700 m
31%
Construction permits filed
1,077,100 m2
879,000 m2
-18%
484,100 m2
858,500 m2
New or restructured
€296
€297
Second-hand
€218
€707
Vacancy and project
2
2
2
2
185,100 m
2
292,900 m
58%
237,000 m2
181,900 m2
-23%
77%
60,800 m2
224,000 m2
268%
0%
€423
€415
-2%
€218
0%
€345
€340
-1%
€687
-3%
€442
€498
13%
2
Average rent excl. tax (ch/m2/year)
Average ”prime” rent
Sources: CBRE and Immostat-IPD.
In 2014, take-up in Paris Region was 2.1 million m2, a 13%
volume increase over one year, but still 8% below the annual
average for the last ten years, an indication of the still difficult
economic environment for companies whose margins continue
to be squeezed. The 0-5,000 m2 market remained robust (nearly
1.3 million m2 taken up) and we saw the expected bounceback
in > 5,000 m2 transactions after a quiet year in 2013: 62 deals
signed for 826,800 m2, including three > 40,000 m2, compared to
none in 2013. Western Paris accounted for nearly a quarter of
the surface area taken up, with total sales of 537,400 m2 despite
a less dynamic > 5,000 m2 market (except in Neuilly-Levallois),
beating West Central Paris with 466,800 m2. Meanwhile, the inner
Foncière des Régions
and outer suburbs experienced an annual rise in volumes, but
are still well below their long-term average.
As at 1 January 2015, the immediate supply in Paris Region
topped 4 million m2, giving a vacancy rate of 7.2%. Big geographical and structural disparities remain. The structurally tight
Paris city market has a modest 5.1% vacancy rate with few new/
restructured premises and/or large surfaces available. This
contrasts with the situation in the peripheral areas, particularly
the West (Western Paris and La Défense), which has a vacancy
rate of around 12% and includes more than half the region’s new
and restructured supply.
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But there is still a shortage of quality supply. Since 2007, the
new/restructured share of the market has shrunk to 20% in 2014
(compared to 24% in 2013), reflecting a slowdown in building
starts on new programmes and quick sales of what little new
inventory is delivered.
In 2014, rental face values remained relatively stable after oversupply drove the market sharply down between 2011 and 2013. In
Paris, modest inventory availability is helping sustain face values
while stiff competition among landlords in the peripheral markets
has driven down face and, particularly, economic values. In oversupplied locations, landlords are frequently offering 2-3 month
rent-free periods per year committed on > 1,000 m2 leases with
firm commitments of at least 6 years. In Paris city, the average
incentive is 1.5-2 months.
Despite a fall in transaction numbers, 1.08 million m2 was
marketed in 2014, a volume increase of 4% over one year but
broadly in line with the ten-year average (-0.5%).
Diametrically opposed changes in business activity were seen
between Grenoble and Strasbourg. In Grenoble, business activity
fell by 39%, while in Strasbourg it rose by 70% over one year, with
major transactions accounting for much of this difference.
With 234,800 m2 taken, La Défense saw robust activity, the busiest
since 2008. The fall in economic rents, high-quality inventory
plus the attractions of a business district (central, accessible,
services, visibility, etc.) all helped build momentum in the market:
13 > 5,000 m2 transactions totalling 170,300 m2 drove the recovery.
Immediate supply did not rise in 2014, despite the delivery of the
Majunga and D2 towers, as some major transactions mopped up
the vacant inventory. The gradual sale of new and restructured
assets delivered in the last 18 months has driven the average
”prime” rent to €498 excl. tax ch/m2/yr while commercial benefits
offered remain substantial, between 2 and 3 months’ of free rent
per year committed.
The 22 > 5,000 m2 transactions (21 in 2013) signed in 2014
(228,000 m2) made up nearly 21% of total take-up, with only five
of these stemming from the public sector.
Of these mega-deals, seven were in Lyon, including the purchase
of the Tour Incity by Caisse d’Épargne, which plans to move into
17,600 m2 of the building’s surface area. Another three were in
Toulouse and two in Lille.
Face rental values held steady. As in 2013, the weighted average
rent for new/restructured offices was €206.5 excl. tax ch/m2 yr.
However, regional prime rent, still led by Marseille, has now
reached €300 excl. tax ch/m2/yr following a transaction in the
Tour La Marseillaise, whose construction is due to be completed
in 2018. Marseille is followed by Lyon Part-Dieu at €260, and
Euralille at €220.
1.9.2.2. The office market in other French
regions(1) – 2014 review
At nearly 1.8 million m2, the immediate supply as at 31 December
2014 in the ten major regional cities sampled grew by 5% over
one year and was 24% above its ten-year average (1.45 million
m2). Vacancy rates remain in a fairly tight range of between 5%
and 6.5%, indicative of some fluidity in these markets. That said,
in sought-after office segments such as Lyon Part-Dieu vacancies
can fall below 4%.
Weighted average rent for second-hand surface area was
unchanged over one year at €123 excl. tax ch/m2/yr in 2014. In
contrast, face rental values for second-hand assets outside city
centres continued to trend downward.
20% of total vacant inventory is in Greater Lyon, which also saw
a strong increase over the year (+21%) and 14% is in the Lille
agglomeration.
1.9.2.3. The Office Investment Market in France – 2014 review
SUMMARY TABLE
Paris Region
2013
Other French Regions
2014
Change
2013
2014
Dynamic portfolio
Change
2013
2014 Change
Commitments
€9,399 million €13,567 million
+44% €1,494 million €1,545 million
+3% €0 million €18 million
_
wwforeign
€3,172 million
€5,849 million
+84%
-1% €0 million
€0 million
_
wwdomestic
€6,227 million
€7,718 million
+24% €1,250 million €1,492 million
+19% €0 million €18 million
_
”Prime” yield rate
4.25%
€244 million
3.75% -50 bps
5.70%
€53 million
5.40% -30 bps
_
_
_
Sources: CBRE and Immostat-IPD.
(1)
Analysis based on a representative sample of ten major regional cities: Aix-en-Provence/Marseille, Bordeaux, Grenoble, Lille, Lyon, Montpellier,
Nantes, Rennes, Strasbourg and Toulouse.
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In 2014, €15.1 billion were exchanged on the French office investment market, up 44% over one year. After two relatively disappointing years, the segment performed well even if its weighting
(65%) in total commitments in France remains substantially below
its long-term average. Thanks to a very active fourth quarter,
investment in 2014 was back to near levels last seen before the
economic crisis, in a context of strong growth in European real
estate investment with notable influxes of capital looking for large
volumes. The year was also marked by some massive transactions (Risanamento portfolio, Cœur Défense, Campus SFR, etc.)
which inflated commitments somewhat artificially. However, in a
positive sign, mid-sized transactions (between €50 million and
€200 million), which are the traditional heart of the market and
had been suffering thin liquidity due to a lack of supply, proved
particularly dynamic toward the end of the year.
underlining the substantial role of wealth management in real
estate investment. Finally, investment funds, having become net
investors once again in the first half of the year thanks to the
vigorous involvement of US funds, returned to being generally
sellers in the second half of the year.
Strong demand driven by fresh inflows of liquidity, supply limited
by issues of capital reuse, record cheap money, rental values
offering potential for a medium-term rebound, all these factors
combined in 2014 to drive a strong and steady fall in real estate
yield rates. The Paris prime rate is now 3.75% and the squeeze
is not restricted to the capital’s traditional business districts. The
best locations in Western Paris are yielding 5% or below, the
northern and southern inner suburbs have fallen below 5.5%
and the outer suburbs are near 6%. However, while secured
yield rates have become more standardised, there is still a real
geographical hierarchy between these broad areas. Also, buyers
remain very concerned about quality and the visibility of assets.
1.9.2.4.1. The Milan offices market
1.9.2.4. The office market
in Milan and Rome – 2014 review
While 2013 seemed to be a year of transition, 2014 did not bring
any clearly more positive tone to the Italian office market. Activity
continues to fluctuate from quarter to quarter and location to
location.
277,000 m2 were taken up in 2014, a 20% increase on 2013 and
close to the 5-year average. This strong performance reflects a
particularly dynamic first half of the year. The market for midsized surfaces (1,000 m2-5,000 m2) was active, making up 40%
of volumes taken up.
Porta Nueva is gradually becoming the district of choice for
new technology companies like Google, which has established
its Italian registered office there. In 2014, the industrial sector
remained more active, reflecting the momentum of the fashion
sector (32% of take-up), followed by corporate consultancy and
services and the financial sector (22%, respectively).
The still soft user market has worked against the relaxation of
risk criteria, and the diversification of investment targets has
remained selective. Geographically, the appeal of Paris assets
held up strongly throughout the year, despite the very low yield
rates on the best products. In this way, the capital attracted
nearly €6.5 billion in office commitments (43% of the total), an
unprecedented volume. Also, while many investors expect an
economic recovery in the medium term, the focus remains on
secured assets. In this way, core assets attracted 64% of office
commitments of over €50 million in 2014, compared to 58% in
2013 and the weighting of value-added products dropped from
20% to 11%. In contrast, the market for properties in advance of
future completion, having begun the year weak, revived slightly
in the last few months. Here again, however, investors are only
interested in some closely targeted locations, and willing to
accept part of the rental risk in exchange.
The vacancy rate was 13.3%, a small rise over one year. Future
new supply remains restricted as half of upcoming deliveries are
already pre-leased. However, many landlords are undertaking
restructuring work to boost the value of their assets. This, despite
the difficulty of obtaining credit.
Prime rent also rose slightly to €490/m2/year (€480 in 2013).
At €900 million, the investment market grew by 19% compared to
2013, a disappointing performance given expectations. However,
this was mainly the result of drawn-out negotiations that delayed
a number of deals until 2015. Foreign investors’ share was 65%.
The prime yield rate narrowed to 5%, reflecting investors’ appetite
for the rare core products.
1.9.2.4.2. The Rome Offices market
In this intensely competitive market, the effect of foreign capital
was very strong throughout the year. However, domestic investors remained in the majority, making 61% of all commitments.
Among these French investors, institutions again led the way,
investing either directly (insurance companies and real estate
investment companies, which continue to attract plentiful
new funds) or via OPCI RFA real estate funds. In addition, we
increasingly saw asset managers developing joint acquisitions,
shared between different funds either open to the general public
or restricted to professional investors. We should also note the
fairly high weighting of private funds, which financed the second
biggest office deal of the year (the Risanamento portfolio),
Foncière des Régions
Although the fourth quarter 2014 was the best in the year with
59,400 m2 taken up, this level of activity failed to make up for
previous quieter quarters. Overall, 119,900 m2 were let over the
entire year, a drop of 34% compared to 2013.
The robust level of activity in the fourth quarter was partly due
to a major transaction involving 27,000 m2 as part of the new
Europarco programme.
EUR is still the most dynamic sub-market in Rome, although the
central districts have seen an uptick in activity.
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Demand is being driven by new technology companies (36% of the
volume let) followed by the services and consultancy sector (25%).
In contrast, the financial sector has been lacklustre, contributing
just 3% of annual take-up.
As at 31 December 2014, Immeo AG owned 40,564 residential
properties in Germany with a combined value of €2.7 billion, or
€1.6 billion for Foncière des Régions group share.
The vacancy rate was 8.2%, a stable level compared to the
end of 2013. New supply remains restricted and on-spec
launches virtually non-existent as developers hold off until their
programmes are pre-sold.
1.9.2.5.1. The German real estate market
Unlike other European countries, Germany did not experience
rapid growth in its real estate market in the wake of the crises of
the 1990s that impacted most European countries. The economic
weight of the reunification process and stability in demographics
in conjunction with low consumption in households are factors
that contributed to a certain listlessness in prices over the last
decade. Values did not follow trends noted in other European
countries, resulting in lower numbers of transactions and prices
remaining stable.
Prime rent in the CBD edged down from €400/m2/year to €380
over a year, while that of EUR increased from €320 to €330, in
conjunction with the new programmes recently delivered.
Lease renegotiations remained the preferred option for companies, but we are starting to see some look to rationalise their floor
space with new and higher quality premises.
The investment market mirrored the users’ market. Over the year
as a whole, investment in offices was €265 million, down 52%
compared to 2013. Activity was close to zero in the first half of
the year. The prime yield rate nevertheless fell slightly to 5.25%,
reflecting more confident sentiment across the Italian market.
Despite this, Germany has one of the largest residential inventories in Europe, built in large part over properties destroyed during
the Second World War through incentive-based public policies.
Emphasis has been placed on rental properties, as the rate of
home owners is one of the lowest in Europe at about 45%. This
reflects the solidity and performance of the German rental sector,
while offering major perspectives of capital earnings.
1.9.2.5. Residential Germany
Foncière des Régions’ assets in Germany, held via its subsidiary
Immeo AG, are located in the West of the country, in the RhineRuhr region, and in the East, in Berlin, Dresden and Leipzig.
The high yields featured in the residential sector have attracted
many foreign investors in recent years, principally the Anglo
Saxon private equity funds, which have taken up the slack of
public and private companies that wish to outsource residential
real estate holdings under advantageous conditions.
The Rhine-Ruhr metropolitan region has a population of around
ten million inhabitants, about half of the population of the Federal
State of North Rhine-Westphalia, the most densely populated
area of Germany. This former industrial and mining region is now
a thoroughly converted e-intelligence centre of major importance.
During the economic crisis that has marked recent years,
housing prices have remained stable. The volume of mortgages
has stayed at the same level and there has been no boom in
construction, with the government’s stimulus packages maintaining household solvency levels.
Berlin, with some 3.5 million inhabitants extending to 4.4 million
with the metropolitan outskirts, is the most populated city
in Germany. The capital is now a very popular destination for
international companies to set up their registered offices. Berlin
is enjoying positive demographic growth, and as a consequence,
is a highly dynamic real estate centre. While the still relatively
reasonable prices of properties have attracted institutional
investors to Berlin, the private real estate market is also very
active for good quality housing located in small, well-placed real
estate complexes. With ownership rates of properties among
the lowest in Germany at 15% compared to 45% for all other
countries, the perspectives for value creation in the long term
appear significant.
1.9.2.5.2. The investment market in 2014
In 2014, the German residential sector experienced strong
demand by investors, who have invested around €13 billion in
the residential segment. Domestic investors in particular turned
to the residential segment, where yields were perceived as an
attractive alternative to bond interest rates.
In 2014, the market was dominated by a number of significant
deals: the acquisition of Vitus (around 30,000 residential
properties) by Deutsche Annington for around €1.4 billion, the
acquisition of DEWAG (around 11,500 residential properties), also
by Deutsche Annington for €970 million and, finally, the acquisition by BUWOG of DGAG’s portfolio of around 18,000 residential
properties.
Alongside Berlin, other cities in East Germany such as Dresden,
Leipzig, Potsdam, Jena and Erfurt have gained in attractiveness.
Due to an economic climate that generates higher growth than
the average in Germany, these regions have profited from the
establishment of innovative companies positioned in new technologies and health. These factors have all contributed to the
increase in real estate demand, primarily in town centres.
Foncière des Régions
The segment is thus continuing to consolidate and the big
domestic public companies have reinforced their position as
leading players in what is a highly liquid market.
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INVESTMENT VOLUMES IN THE GERMAN RESIDENTIAL SEGMENT
18,000
16,000
14,000
12,000
10,000
8,000
6,000
4,000
2,000
0
2005
2006
2007
2008
2009
2012
2013
2014
The German real estate market shows considerable variation in
prices and rents. Depending on cities, rental values have undergone very different changes in recent years. Rents in the major
cities in Western Germany have increased, albiet moderately. In
the East, except for Berlin, Dresden and other attractive cities like
Leipzig, an abundance of properties have helped keep rents low. In
the large towns, however, a shortage of supply continues to drive
the market. In Berlin, prices and rents are on a clear uptrend,
sustained by a rising number of residents and households in the
city. At the same time, construction volumes remained relatively
low compared to the constantly growing demand.
2.80%
Middle East
2011
1.9.2.5.3. Rental and home ownership market
BREAKDOWN OF INVESTMENTS BY SOURCE OF FUNDS (%)
0.90%
2010
Other
1.30%
North America
13.30%
Europe
81.70%
Germany
CHANGE IN BERLIN RESIDENTS AND HOUSEHOLDS: 2000-2012/2013
1,950,000
3,500,000
1,900,000
3,400,000
1,850,000
3,300,000
1,800,000
3,200,000
1,750,000
3,100,000
1,700,000
3,000,000
1,650,000
2000
2001
Resident
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
Households
Source: German federal bureau of statistics 2014, BNPP REC.
Foncière des Régions
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CHANGE IN BERLIN AVERAGE RENTS ON ASSETS BUILT BEFORE 1948: 2005-2013
(€/m2)
9
8
7
6
5
4
3
2
1
0
2009
2010
2011
2012
2013
Rental income/m²/month simple quality (YOC before 1948)
Rental income/m²/month average quality (YOC before 1948)
Rental income/m²/month good quality (YOC before 1948)
Source: IVD, BNPP REC.
Berlin rents have risen uninterruptedly since 2005. Depending on location and quality, housing commands average rents of €4.9 to €8.5.
However, in the central city districts, rents can be higher, around €10/m2.
CHANGE IN BERLIN FLAT PRICES: 2005-2013
(€/m2)
3,500
3,000
2,500
2,000
1,500
1,000
500
0
2009
2010
2011
2012
2013
Selling price (€/m²), average quality units
Selling price (€/m²), very good quality units
Selling price (€/m²), simple quality units
Selling price (€/m²), good quality units
Source: IVD, BNPP REC.
Flat prices have grown faster than rents over recent years, contributing to the downtrend in yield rates. Depending on location and
facilities, prices can range from €950 to €3,150 or even more for prime properties.
Foncière des Régions
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1.9.3. Asset valuation method
1.9.3.1. Leasing revenue discount method
The overall portfolio is appraised by independent experts on a
half-yearly basis (30 June and 31 December), and according to
the calculation methods determined by an internal set of specifications based on guidelines of the oversight bodies:
This approach involves recognising the revenues produced or
capable of being produced by an asset and capitalising them
at an appropriate rate. This rate is derived from the revenues
recognised, the characteristics of the asset and its foreseeable
potential. It is the result of analysis of other rental properties
and should be repositioned in the general context of revenues
expected from various investments in a given economic
environment.
ww
recommendations from the Autorité des Marchés Financiers
(AMF)
ww
instructions from the COB report of 3 February 2000 on real
estate appraisals (”Report from the Working Group on expert
appraisals of the real estate portfolios of companies issuing
public calls for savings” chaired by Georges Barthès de Reyter).
Foncière des Régions also abides by the Listed Real Estate
Investment Company (SIIC) Code of Ethics applicable to FSIF
(Fédération des Sociétés Immobilières et Foncières) member
companies, particularly in terms of real estate appraisals.
The main criteria for choosing rates of return are as follows:
Moreover, the real estate experts selected, namely BNP Real
Estate, DTZ Valuation France, Jones Lang LaSalle Expertise,
CBRE Valuation and VIF Expertise, are all members of the
AFREXIM (Association Française des Experts Immobiliers –
French Association of Real Estate Appraisers), and meet the real
estate appraisal charter approved by the AFREXIM. As a result
of this, experts adhere to the various French standards. Their
valuation methods comply with the RISC and IVSC international
codes of conduct.
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size and profitability of the establishment.
ww
geographic location
ww
age and condition of the property complex
ww
possible convertibility of the property complex
1.9.3.2. Discounted future cash flow (DCF)
method
This method takes into consideration future revenue, including
recognised rental income, anticipated rental income, and work
under contract for the lessor and residual gains from any sale at
the end of the holding period. This method consists of discounting
to present value the flows generated by the asset and adding in
the present exit value of the assets in the last year.
Each asset is subject to a full appraisal at the time of its acquisition, or when there is a change of appraiser. Interim appraisals
involve dossier updates, sometimes with an inspection of the
asset. Assets with an appraisal value of over €30 million are
subject to full appraisal every three years. The remainder are
appraised every five years.
In the case of an asset that is under development meeting the
IAS 40 standard and subject to an appraisal, Foncière des Régions
integrates a disbursement for future works in its cash flow.
A complete appraisal consists of:
1.9.3.3. Unit value comparison method
ww
preparation of a dossier including legal, technical and financial
documents required for an objective analysis of the factors that
enhance or reduce the value of the assets in consideration
This method consists in referring to the sale prices found on the
market for equivalent assets. The comparison factors used derive
specifically from internal databases in which each reference is
analysed, classified by situation and by category, and expressed
in gross surface units or weighted surface units.
ww
an internal visit to the sites and their environment
ww
research and analysis of comparison factors
ww
drafting of a report in which the final appraisal must comply
with the resulting logic of the aforementioned observations,
and a relevant analysis of the category market in question.
Foncière des Régions
It is more a method of cross-checking the two methods described
above, than a principal method.
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1.9.4. Summary of expert appraisals of the France Offices portfolio
Appraisal
value
Restatements
(preliminary
agreements,
sales, others)
Fair value
% of total
value of
portfolio
Type of reports provided
(breakdown/summary)
561,500
11.2%
Summary
-5,462
689,509
13.7%
Summary
0
111,195
2.2%
Summary
94,800
0
94,800
1.9%
Summary
Geographic
area
Appraiser
Paris
BNP Paribas Real Estate
561,500
0
DTZ Valuation France
694,970
CBRE Valuation
111,195
Jones Lang LaSalle
VIF Expertise
Paris Region
92,000
0
92,000
1.8%
Summary
Crédit Foncier Expertises
0
0
0
0.0%
Summary
Assets under preliminary
agreement not appraised
0
0
0
0.0%
Summary
Asset at cost not appraised
0
0
0
0.0%
Summary
Total
1,554,465
-5,462
1,549,004
30.8%
BNP Paribas Real Estate
1,409,920
0
1,409,920
28.0%
DTZ Valuation France
552,841
683
553,524
11.0%
Summary
CBRE Valuation
242,849
6,039
248,888
4.9%
Summary and breakdown
Jones Lang LaSalle
178,250
0
178,250
3.5%
Summary and breakdown
VIF Expertise
120,830
0
120,830
2.4%
Summary and breakdown
Crédit Foncier Expertises
0
0
0
0.0%
Summary
Assets under preliminary
agreement not appraised
12,940
0
12,940
0.3%
Assets at cost not appraised
Total
Other French BNP Paribas Real Estate
Regions
DTZ Valuation France
Summary and breakdown
6,172
0
6,172
0.1%
2,523,802
6,722
2,530,524
50.3%
82,330
0
82,330
1.6%
Summary and breakdown
472,297
572
472,869
9.4%
Summary and breakdown
CBRE Valuation
235,823
0
235,823
4.7%
Summary and breakdown
Jones Lang LaSalle
102,330
-250
102,080
2.0%
Summary and breakdown
33,952
0
33,952
0.7%
Summary and breakdown
100
0
100
0.0%
Summary
0.1%
VIF Expertise
Crédit Foncier Expertises
Assets under preliminary
agreement not appraised
Assets at cost not appraised
Total
TOTAL
3,100
0
3,100
22,608
0
22,608
0.4%
952,540
322
952,862
18.9%
5,030,807
1,583
5,032,390
100%
1.9.4.1. Appraiser remuneration
Appraisers
(€ –100% – excl. tax)
2014 Total
(%)
BNP Real Estate
838,394
30%
DTZ
605,888
22%
CBRE
438,755
16%
JLL
313,360
11%
REAG
168,050
6%
CW
137,956
5%
VIF
96,750
3%
Yard Valttech
90,000
3%
CFE
83,500
3%
2,772,653
100%
TOTAL
Foncière des Régions
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1.9.5. Abridged appraisers’ report regarding the 2014 year-end estimate
of the market value of assets owned by the company
Sir,
Please find enclosed our abridged report concerning the valuation at 31 December 2014 of the fair value of assets that are the property
of Foncière des Régions.
1.9.5.1. General context of the mission
It should be noted here that, when the principal is the tenant
under the terms of a financial lease, the appraiser values only
the assets underlying the contract, and not the financial lease
contract itself. In the same way, when a real estate asset is
held by a special purpose entity, its value was estimated on the
assumption of the sale of the underlying real estate asset, and
not the sale of the company.
1.9.5.1.1. General framework
Foncière des Régions asked us, under an expert appraisal agreement, to estimate the fair value of its portfolio. This request was
part of the half-year valuation of its portfolio.
We conducted our audits with complete independence.
The appraisal companies DTZ Valuation France, CBRE Valuation,
BNP Paribas Real Estate Valuation, Jones Lang LaSalle
Expertises and VIF Expertise have no capital ties with Foncière
des Régions.
1.9.5.2. Conditions of performance
1.9.5.2.1. Documents examined
The appraisal companies DTZ Valuation France, CBRE Valuation,
BNP Paribas Real Estate Valuation, Jones Lang LaSalle
Expertises and VIF Expertise confirm that their assessments
were performed by, and under the responsibility of, qualified
appraisers.
This mission was conducted on the basis of the documents and
information provided to us, all of this information being assumed
to be accurate and to represent all of the information and documents in the possession of, or known to, the principal, which
could have an impact on the fair value of the portfolio. Thus, we
do not examine title deeds and zoning certificates.
Annual fees billed to Foncière des Régions are determined
before the assessment year. They represent less than 10% of
the revenue of each appraisal company.
1.9.5.2.2.Standards
The appraisals and valuations were completed in accordance
with:
The rotation of the appraisers is organised by Foncière des
Régions.
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the recommendations of the Barthès de Ruyter report on the
valuation of real estate portfolios of public, publicly traded
companies, published in February 2000
We identified no conflict of interest on this mission.
The mission is in compliance with the AMF recommendation
on the representation of valuation and risk assessment data on
the real estate portfolios of public, publicly traded companies
published on 8 February 2010.
ww
the Charter for Expert Appraisal in Real Estate Valuation
ww
the principles established in the Code of Ethics for Listed Real
Estate Investment Companies (SIIC)
ww
IFRS standard 13.
1.9.5.1.2. Current mission
1.9.5.2.3. Methodology used
Our mission was to assess the fair value of 374 assets in France.
For this mission, Foncière des Régions asked us to carry out
initial appraisals or updates thereof when assets have not been
subjected to an initial appraisal less than five years ago.
For the investment assets making up the various portfolios, we
used the Discounted Cash Flow method and the yield method,
with cross-checking by direct comparison.
Our mission was to estimate the fair value with the occupancy
rate announced at 31 December 2014.
1.9.5.3. Overall fair value
The appraised assets are located in the national territory. These
are investment assets that are either fully owned or under
construction lease by Foncière des Régions. The assets are
offices, retail premises or commercial real estate.
1.9.5.3.1. Fair value appraised by the appraisal
company DTZ Valuation France
Overall fair value means the sums of the unit values of each asset.
The assets in the various portfolios are leased to various tenants
under commercial lease arrangements with (or without) firm
3-year, 6-year, 9-year or 12-year leases or exceptional leases.
Foncière des Régions
100% fair value: €1,720,108,000 excluding costs and transfer
duties.
Fair value Foncière des Régions share: €1,558,361,700 excluding
costs and transfer duties.
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1.9.5.3.4. Fair value appraised by the appraisal
company Jones Lang LaSalle Expertises
1.9.5.3.1.1. Appraisal values by asset class
Valuation
Number
of assets
Paris
694,970,000
16
Paris Region excluding Paris
552,841,000
49
1,247,811,000
65
472,297,000
142
1,720,108,000
207
Geographic breakdown
Total Paris Region
Other French Regions
TOTAL
Overall fair value means the sums of the unit values of each asset.
100% fair value: €375,380,000 excluding costs and transfer duties.
Fair value Foncière des Régions share: €375,380,000 excluding
costs and transfer duties.
1.9.5.3.4.1. Appraisal values by asset class
Geographic breakdown
1.9.5.3.2. Fair value appraised by the appraisal
company CBRE Valuation
Paris
Overall fair value means the sums of the unit values of each asset.
100% fair value: €589,867,000 excluding costs and transfer duties.
Fair value Foncière des Régions share: €562,732,000 excluding
costs and transfer duties.
Valuation
Number
of assets
Paris
111,195,000
2
Paris Region excluding Paris
242,849,000
10
Total Paris Region
354,044,000
12
Other French Regions
235,823,000
32
TOTAL
589,867,000
44
178,250,000
5
Total Paris Region
273,050,000
8
Other French Regions
102,330,000
24
TOTAL
375,380,000
32
1.9.5.3.5.1. Appraisal values by asset class
Geographic breakdown
Paris
Valuation
Number
of assets
92,000,000
1
Paris Region excluding Paris
120,830,000
8
Total Paris Region
212,830,000
9
33,952,000
42
246,782,000
51
Other French Regions
TOTAL
Fair value Foncière des Régions share: €1,629,373,100 excluding
costs and transfer duties.
1.9.5.4. General observations
1.9.5.3.3.1. Appraisal values by asset class
Valuation
Number
of assets
561,500,000
6
Paris Region excluding Paris
1,409,920,000
22
Total Paris Region
1,971,420,000
28
82,330,000
12
2,053,750,000
40
TOTAL
Paris Region excluding Paris
Fair value Foncière des Régions share: €191,592,600 excluding
costs and transfer duties.
100% fair value: €2,053,750,000 excluding costs and transfer
duties.
Other French Regions
3
100% fair value: €246,782,000 excluding costs and transfer duties.
Overall fair value means the sums of the unit values of each asset.
Paris
94,800,000
Overall fair value means the sums of the unit values of each asset.
1.9.5.3.3. Fair value appraised by the appraisal
company BNP Paribas RE
Geographic breakdown
Number
of assets
1.9.5.3.5. Fair value appraised by the appraisal
company VIF Expertises
1.9.5.3.2.1. Appraisal values by asset class
Geographic breakdown
Valuation
Foncière des Régions
This abridged report cannot be separated from the body of work
completed by each of the appraisers in their mission.
Each of the appraisers confirms the values of the assets where
they themselves performed the appraisal or update, without
assuming responsibility for those performed by other appraisal
companies.
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1.9.6. Abridged appraisers’ report regarding the 2014 year-end
estimate of the market value of assets owned by the company
Foncière Europe Logistique
Sir,
Please find enclosed our abridged report, in accordance with Afrexim recommendations, concerning the appraisal of the market value
of the property of Foncière Europe Logistique at 31 December 2014.
1.9.6.1. General context of the mission
When a real estate asset is held by a special purpose entity,
its value was estimated on the assumption of the sale of the
underlying real estate asset, and not the sale of the company.
1.9.6.1.1. General framework
Foncière Europe Logistique asked us, under an expert appraisal
agreement, to estimate the market value of its assets. This
request was part of the half-year valuation of its portfolio.
1.9.6.2. Conditions of performance
We conducted our audits with complete independence.
1.9.6.2.1. Documents examined
The appraisal companies DTZ Valuation France, Jones Lang
Lasalle Expertises and BNP Paribas Real Estate Valuation France
have no capital ties with Foncière Europe Logistique.
This mission was conducted on the basis of the documents
and information provided to us, all of this information being
assumed to be accurate and to represent all of the information
and documents in the possession of, or known to, the principal,
which could have an impact on the market value of the portfolio.
The appraisal companies mentioned above confirm that the
appraisals were made by and under the responsibility of qualified
appraisers.
1.9.6.2.2.Standards
Annual fees billed to Foncière Europe Logistique are determined
before the assessment year. They represent less than 5% of the
revenue of each appraisal company.
The appraisals and valuations were completed in accordance
with:
ww
for appraisals of French assets:
The rotation of the appraisers is organised by Foncière Europe
Logistique.
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the recommendations of the Barthès de Ruyter report on the
valuation of real estate portfolios of public, publicly traded
companies, published in February 2000
We identified no conflict of interest on this mission.
The mission is in compliance with the AMF recommendation on
the representation of valuation and risk assessment data on real
estate portfolios of public, publicly traded companies published
on 8 February 2010.
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the Charter for Expert Appraisal in Real Estate Valuation
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the principles established in the Code of Ethics for Listed
Real Estate Investment Companies (SIIC).
1.9.6.2.3. Methodology used
1.9.6.1.2. Current mission
For assets corresponding to investment properties, we have used
the discounted cash flow method, as well as the yield method.
As pertinent, cross-checking by direct comparison was done.
Our mission was to assess the market value of eight assets in
France. For this mission, Foncière Europe Logistique asked us to
carry out initial appraisals or updates thereof when assets have
not been subjected to an initial appraisal.
1.9.6.3. Overall market value
Our mission was carried out during the fourth quarter of 2014
and involved estimating the market value at the occupancy rate
announced at 31 December 2014.
1.9.6.3.1. Market value appraised by the appraisal
company DTZ Valuation France
All the appraised assets are in France. These are investment
assets that are either fully owned or under construction lease by
Foncière Europe Logistique. The assets are logistics platforms,
shipping facilities and retail premises.
The overall market value corresponds to the sum of the unit
values of each asset, mentioned in the detailed reports dated
31 December 2014 for the share owned by Foncière Europe
Logistique and it stood at €10,300,000 excluding costs and
transfer duties.
The assets are leased to different tenants under leases consistent
with the laws of the country in question.
1.9.6.3.1.1. Appraisal values by asset class
TOTAL
Foncière des Régions
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Reference Document 2014
Valuation
Number
of assets
10,300,000
1
Management report 2014
Real estate appraisals
1.9.6.3.2. Market value appraised by the appraisal
company Jones Lang LaSalle Expertises
1.9.6.3.3.1. Appraisal values by asset class
The overall market value corresponds to the sum of the unit
values of each asset, mentioned in the detailed reports dated
31 December 2014 for the share owned by Foncière Europe
Logistique and it stood at €105,960,000 excluding costs and
transfer duties.
TOTAL
Number
of assets
64,700,000
3
1.9.6.4. General observations
1.9.6.3.2.1. Appraisal values by asset class
TOTAL
Valuation
Valuation
Number
of assets
105,960,000
4
These values are to be understood as subject to market stability
and to the lack of significant changes to the assets between the
appraisal date and the value date.
This abridged report cannot be separated from all the work
performed as part of the appraisal missions, especially the
detailed reports associated with them.
1.9.6.3.3. Market value appraised by the appraisal
company BNP Paribas Real Estate
Valuation
Each of the three appraisers confirms the values of the assets
where they themselves performed the appraisal or update,
without assuming responsibility for those performed by other
appraisal companies.
The overall market value corresponds to the sum of the unit
values of each asset, mentioned in the detailed reports dated
31 December 2014 for the share owned by Foncière Europe
Logistique, and it stood at €64,700,000 excluding costs and
transfer duties.
1.9.7. Abridged appraisers’ report regarding the 2014 year-end estimate
of the market value of assets owned by the company Immeo AG
Sir,
Please find enclosed our abridged report concerning the valuation of the fair value of assets that are the property of Immeo AG at
31 December 2014.
1.9.7.1. General context of the mission
1.9.7.1.2. Current mission
1.9.7.1.1. General framework
Our mission was to assess the fair value of 6,575 assets in
Germany. For this mission, Immeo AG asked us to carry out
initial appraisals or updates thereof when assets have not been
subjected to an initial appraisal less than five years ago.
Immeo AG has asked us, through appraisal contracts or additional clauses dated:
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19 March 2014 in the case of BNP Paribas Real Estate
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27 September 2013 in the case of Cushman & Wakefield
Our mission was to estimate the fair value with the occupancy
rate announced at 31 December 2014.
to estimate the fair value of the assets comprising its portfolio
in Germany. This request was part of the half-year valuation of
its portfolio.
All the appraised assets are in Germany. Most of these assets
are wholly owned by Immeo AG or its subsidiaries. They are
essentially assets for residential use.
We conducted our audits with complete independence.
The assets are rented to many tenants, mainly under residential
leases.
The appraisal companies BNP Paribas Real Estate and
Cushman & Wakefield have no capital ties with Immeo AG.
It should be noted here that, when the principal is the tenant
under the terms of a financial lease, the appraiser values only
the assets underlying the contract, and not the financial lease
contract itself. In the same way, when a real estate asset is
held by a special purpose entity, its value was estimated on the
assumption of the sale of the underlying real estate asset, and
not the sale of the company.
The appraisal companies BNP Paribas Real Estate and
Cushman & Wakefield confirm that the valuations were carried
out by and under the responsibility of qualified appraisers.
Annual fees billed to Immeo AG are determined before the
assessment year. They account for less than 10% of the revenues
of each appraisal company.
The rotation of the appraisers is organised by Immeo AG.
We identified no conflict of interest on this mission.
Foncière des Régions
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Real estate appraisals
1.9.7.2. Conditions of performance
consistency and comparability of fair value valuations and related
disclosures, IFRS 13 prescribes a fair value hierarchy which sets
out three levels of valuation based on the inputs used to measure
fair value.
1.9.7.2.1. Documents examined
This mission was conducted based on documents and information provided to us in the course of September 2014, all of this
information being assumed to be accurate and to represent all
of the information and documents in the possession of, or known
to, the principal, which could have an impact on the market value
of the portfolio. Thus, we do not examine title deeds and zoning
certificates.
The top level under this hierarchy is for values based on (unadjusted) public prices on asset markets for identical assets or
liabilities (level 1 inputs) and the lowest level is for valuations
based on non-observable inputs (level 3 inputs). In some cases,
the inputs used to measures the fair value of an asset or liability
can be classified at different levels of the hierarchy.
The fair value obtained is classified in its entirety at the level of the
lowest level input that is significant to the entire measurement.
Whether an input is deemed significant to the entire fair value is
based on the application of judgement and takes account of the
specific features of the asset or liability.
1.9.7.2.2.Standards
The appraisals and valuations were completed in accordance
with:
ww
the principles of the Royal Institution of Chartered Surveyors
Red Book 2014
1.9.7.2.3. Methodology used
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International Valuation Standards promoted by the
International Valuation Standards Council (IVSC)
The assets composing the various portfolios are investment
properties and we therefore applied the discounted cash flow
method.
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the standards IAS/IFRS 40 and IFRS 13 .
(1)
In addition, the fair values of assets owned by the company have
been classified according to the same standard. To improve the
1.9.7.3. Overall valuation
1.9.7.3.1. Fair value established by the appraisal company BNP Paribas Real Estate
Overall value means the sums of the unit values of each asset.
100% value: €1,002,863,000 excluding costs and transfer duties.
1.9.7.3.1.1. Appraisal values by location
Geographic breakdown
Valuation
Number of assets
IFRS 13 classification
Berlin
773,206,000
229
3
Dresden
208,413,000
108
3
Leipzig
21,244,000
25
3
1,002,863,000
362
3
TOTAL
1.9.7.3.1.2. Observations (if any) by the appraiser BNP Paribas Real Estate
None.
(1)
Under IFRS 13, with effect for periods beginning 1 January 2013 at the latest, the assets held by Immeo AG in France and Germany were evaluated
at fair value, defined as ”the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date”.
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Real estate appraisals
1.9.7.3.2. Fair value established by the appraiser Cushman & Wakefield
Overall value means the sums of the unit values of each asset.
100% value: €1,766,709,000 excluding costs and transfer duties.
1.9.7.3.2.1. Appraisal values by location
Geographic breakdown
Valuation
Number of assets
IFRS 13 classification
Duisbourg
€521,950,000
2,521
3
Essen
€507,385,000
1,453
3
Mülheim
€183,896,000
695
3
Oberhausen
€148,967,000
449
3
Datteln
€106,600,000
590
3
€39,059,000
28
3
€258,852,000
794
3
€1,766,709,000
6,213
3
Düsseldorf
Other cities
TOTAL GERMANY
1.9.7.3.2.2. Observations (if any) by appraiser Cushman & Wakefield
None.
1.9.7.4. General observations
These values are to be understood as subject to market stability and to the lack of significant changes to the assets between the appraisal
date and the value date.
Furthermore, this abridged report cannot be separated from the body of work conducted by each of the appraisers in their respective
missions. Each of the appraisers confirms the values of the assets where they themselves performed the appraisal or update, without
assuming responsibility for those performed by other appraisal companies.
Foncière des Régions
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Financial resources
1.10. FINANCIAL RESOURCES
1.10.1. Main debt characteristics capitalised
2013
2014
Net debt, Group share (€M)
5,098
4,962
Average annual rate of debt
3.94%
3.29%
4.5
4.1
80%
84%
GS
Average maturity of debt (years)
Debt active hedging spot rate
Average maturity of hedging
LTV Including Duties
ICR
4.9
5.1
46.5%
46.1%
2.49
2.76
1.10.1.1. Debt by type
The net debt, Group share, of Foncière des Régions amounted at 31 December 2014 to €5 billion (€7.9 billion on a consolidated basis).
As a share of total debt, non-mortgage debt rose from 48% at 31 December 2013 to 60% at 31 December 2014, due in particular to the
issue of new bonds during the financial year totalling €0.8 billion for the year (€1.1 billion on a consolidated basis).
COMMITMENTS (100%)
47%
Bank
mortgages
17%
Corporate
credit facilities
COMMITMENTS (GROUP SHARE)
5%
5%
Investor
mortgage facilities
Investor
mortgage
facilities
38%
Bonds
35%
31%
Bank
mortgages
Bonds
22%
Corporate
credit facilities
COMMITMENTS PER COMPANY (GROUP SHARE)
CONSOLIDATED COMMITMENTS PER COMPANY (100%)
18%
25%
Beni Stabili debt
Beni Stabili debt
38%
1%
1%
Urbis Park debt
Urbis Park debt
16%
15%
Immeo debt
4%
FDL debts
55%
FDR debt
FDR debt
Immeo debt
4%
16%
FDL debts
FDM debt
7%
FDM debt
In addition, at the end of 2014, the cash and cash equivalents of Foncière des Régions totalled nearly €1.9 billion, Group share (€2.5 billion
on a consolidated basis). These amounts do not include the unused portion of loans allocated to development projects under way.
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Financial resources
1.10.1.2. Debt maturities
The average maturity of Foncière des Régions debt was 4.1 years at the end of 2014.
The 2015 and 2016 maturities are covered entirely by existing cash. Maturities for 2015 mainly affect Beni Stabili (€222 million Group
share and €459 million on a consolidated basis) and Foncière des Régions (€80 million):
DEBT MATURITY COMMITMENTS, GROUP SHARE
DEBT MATURITY COMMITMENTS AT 100%
1,500
2,500
2,000
1,000
1,500
1,000
500
500
0
2015
FDR
2016
2017
FDM
2018
2019
URBIS
2020
2021
BS
2022
0
2023
etc.
FDL
FDR
1.10.1.3. Main changes during the period
2016
2017
2018
FDM
2019
URBIS
2020
2021
BS
2022
2023
etc.
FDL
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finally, during the year, Beni Stabili renegotiated three
existing funding sources totalling €116 million and took out
€60 million in new bank loans
1.10.1.3.1. New debt issues: €3,125 million at
100% (€1,908 million, Group Share)
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Hotels and Service sector: €487 million raised in 2014
(€137 million in Group share):
ww
Foncière des Régions: €799 million (€799 million, Group
share):
ww
in May 2014, Foncière des Murs took out €209 million
in loans backed by a diversified asset portfolio mainly
comprised of hotel assets, to:
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during the second half of 2014, Foncière des Régions
continued the process it began in 2013 of renegotiating its
corporate credit facilities to optimise their financial conditions and extend their maturity. As a result, €260 million in
corporate credit facilities were renegotiated or refinanced. In
addition, €39 million in new corporate debts were taken out
-- refinance the balance of mortgage loans set up in 2007
-- refinance the €60 million mortgage loan taken out in 2013
to optimise the financial conditions of the facility
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in December 2014, Foncière des Murs extended its covered
bond by two years using €242 million in hotel assets for a
coupon reduced to 2.75% starting on 16 February 2015
ww
in September 2014, Foncière des Régions issued a bond
of €500 million with a maturity of September 2021 and a
fixed coupon of 1.75%, for a spread of 105 bps. This strategy
enabled the extensive diversification of financing sources,
reduction in cost of debt and extension of its maturity to
continue
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Foncière des Murs also raised €35 million in new mortgage
financing as part of its acquisitions
ww
Residential France: €350 million raised in 2014 (€209 million
in Group share):
ww
Beni Stabili: €1,276 million raised in 2014 (€636 million Group
share):
ww
Foncière Développement Logements refinanced the
Stockholm 1 and 2 loans in January 2014 with new debt for
a nominal amount of €350 million
ww
Beni Stabili placed a €350 million, unsecured inaugural bond
issue in January 2014 with an annual coupon of 4.125% and
maturing in four years, i.e. in January 2018
ww
Residential Germany: €213 million raised in 2014 (€127 million
in Group share):
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in March 2014, Beni Stabili successfully completed a
private placement with institutional investors for a total
of €250 million with a 3.50% coupon. The bond matures
in April 2019
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in Germany, Immeo raised €68 million in new financing
for four- and five-year maturities, which are to be used
to finance the acquisition of housing portfolios in Berlin,
Dresden and Leipzig
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in September 2014, Beni Stabili refinanced the IMSER
securitisation collateralised by the €1.7 billion Telecom Italia
real property portfolio via the creation of €300 million of
mortgage financing and €200 million in corporate financing.
This refinancing significantly reduced Beni Stabili’s average
cost of debt while increasing its financial flexibility
Foncière des Régions
2015
ww
in October 2014, Immeo also took out mortgage acquisition
loans totalling €145 million with a ten-year maturity, backed
by an asset portfolio consisting of 3,500 residential units in
Berlin and Dresden.
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Financial resources
1.10.1.4. Hedging profile
During the 2014 financial year, the hedge management policy remained unchanged, with debt hedged at 90% to 100%, at least 75% of
which had short-term hedges and all of which have maturities exceeding debt maturity.
Based on net debt at the end of December 2014, Foncière des Régions is covered (in Group Share) up to 87% in short term hedges,
compared to 94% at the end of 2013. The average hedge duration is 5.1 years in Group share.
5,500
5,000
4,500
4,000
3,500
3,000
2,500
2,000
1,500
1,000
500
0
2014
2015
2016
2017
2018
2019
1.10.1.5. Average interest rate
on the debt and sensitivity
2020
2021
2022
2023
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The most restrictive consolidated LTV covenants at
31 December 2014 amounted to 60% for Foncière des Régions,
Foncière des Murs, Foncière Développement Logements and
Beni Stabili.
The average rate on the debt of Foncière des Régions stood at
3.3% in Group share, compared to 3.9% in 2013. This decrease
occurred mainly due to the refinancing of Beni Stabili’s ecuritized
debt in September, a new 7-year, 1.75% bond issue in September
on Foncière des Régions for €500 million and the full-year impact
of the 2013 renegotiations and hedge restructuring.
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The threshold for consolidated ICR covenants differs from one
REIT to another, depending on the type of assets, and may be
different from one debt to another even for the same REIT,
depending on debt seniority.
The most restrictive ICR consolidated covenant applicable to
the property investment companies are the following:
For information purposes, a 50 bps drop in the 3-month Euribor
rate would have a positive impact of €0.5 million on net recurring
income for 2015. The impact would be negative by €3.6 million in
the event of a 50 bps hike.
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for Foncière des Régions: 200%
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for Foncière des Murs: 200%
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for Foncière Développement Logements: 150%
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for Beni Stabili: 140%.
1.10.1.5.1. Financial structure
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Furthermore, in some scopes financed using dedicated debt,
there are specific covenants which may be added to or replace
the consolidated covenants.
Excluding debts raised without recourse to the Group’s property
companies, the debts of Foncière des Régions and its subsidiaries
generally include bank covenants (ICR and LTV) applying to the
borrower’s consolidated financial statements. If these covenants
are breached, early debt repayment may be required. These covenants are established in Group share for Foncière des Régions
and for Foncière des Murs and on a consolidated basis for the
subsidiaries of Foncière des Régions (if their debts include them).
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With respect to Immeo, for which the debt raised is ”nonrecourse” debt, there are no consolidated covenants associated
with portfolio financing.
Lastly, concerning Foncière des Régions, corporate credits have been amended following 2013 renegotiations. In particular, for some
they include the following ratios:
Ratio
Covenant
2014
LTV
60.0%
50.3%
ICR
200.0%
276.0%
22.5%
7.7%
Secural debt ratio
All covenants were fully complied with at the end of 2014. No loan has an accelerated payment clause contingent on a Foncière des
Régions rating.
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Financial resources
1.10.1.5.2. LTV calculation details
GS
(€M)
2013
2014
5,098
4,911
Receivables on disposals
-413
-338
Security deposits received
-11
-39
Finance lease-backed debt
-3
-2
Net book debt(1)
Net debt
Appraised value of real estate assets (ID)
Preliminary sale agreements
Financial assets
4,671
4,532
10,204
9,871
-413
-338
40
39
3
2
79
117
Goodwill
Receivables linked to associates
Share of equity affiliates
132
139
10,044
9,829
LTV ED
48.9%
48.5%
LTV ID
46.5%
46.1%
Value of assets
Adjusted for changes in fair value of convertible bond (-€73.6 million).
(1)
1.10.2. Financial indicators of the main activities
Foncière des Murs
EPRA Recurrent net income (€M)
EPRA Recurrent net income (€/share)
EPRA NAV (€/share)
EPRA triple net NAV (€/share)
Beni Stabili
2013
2014
Var. (%)
2013
2014
Var. (%)
123.9
120.0
-3.1%
74.0
87.2
17.8%
1.9
1.84
-4.7%
0.04
0.04
-4.0%
26.2
25.9
-1.1%
1.06
0.87
-17.8%
-2.6%
-17.0%
23.3
22.7
0.96
0.80
% of capital held by FDR
28.3%
28.5%
50.9%
48.8%
LTV ID
40.8%
34.7%
49.9%
50.8%
3.21
3.21
1.55
1.79
ICR
Foncière des Régions
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Risk factors
1.11. RISK FACTORS
The risks presented below are, at the date of this document,
those that the company estimates could have a significant negative impact on its financial position or results. The company has
reviewed its risks and considers that there are no other significant
risks than those presented hereunder. Investors’ attention is
always drawn to the fact that, as at the date of this document,
other risks, either unknown or which occurrence is not considered, may exist and could potentially have a significant negative
impact. Furthermore, as Foncière des Régions has significant
equity interests in the public companies Foncière Développement
Logements, Foncière des Murs and Beni Stabili, investors should
refer to the risk factors section in the Reference Document of
each of these companies. Certain specific information on the risk
factors linked to the German residential portfolio held by ImmeoWohen is provided below, as this company does not publish a
Reference Document.
1.11.1. Risks linked to Foncière des Régions’ activity and strategy
1.11.1.1. Environment-related risks
demographics (population, number of households, immigration) and to economic activity, in a more indirect way. There is
a scaled-back new housing offer in this market. The company
may not always be in a position to implement its rental or leasing
strategy, its investments and, where applicable, its disposals at a
favourable time or under favourable market conditions, or it may
be forced to defer such strategy and investments depending on
the fluctuations to which the property market may be subjected.
In general, an unfavourable change in the property market could
have a negative effect on both the company’s investment policy
and on the appraisal of its portfolio, as well as on its business,
its financial position, its results or its outlook. In particular, a
declining real estate market could have a significant negative
impact on the company’s financing terms.
The company’s business, financial position, results, prospects
and asset valuation are influenced by domestic and international
economic conditions, in particular by the level of economic
growth, interest rates, the unemployment rate in France, the
method used in calculating rent indexation, and changes in
various indices, as well as by available investment alternatives
(financial assets, indices, etc.). Changes or a deterioration in
economic conditions could have a significant adverse impact on
the company’s business, financial position and results, particularly through: (i) a decline in demand for corporate real-estate
projects, (ii) decline in the occupancy rate and in the leasing or
re-leasing price of its real-estate assets, and (iii) decline in the
valuation of its portfolio.
The strategy defined and the policies implemented by the
company seek to limit the negative effects of these risks. During
the recent financial crises, Foncière des Régions was therefore
able to prove the resilience of its high-calibre portfolio, which is
97.1% leased with a firm residual duration of leases of 5.7 years.
Foncière des Régions is protected against such risks, largely due
to the term of leases and the prudential standards applied when
its development projects are launched, such as monitoring the
pre-commercialisation ratio on assets under development.
1.11.1.2. Risks linked to changes in the realestate market
1.11.1.3. Risks linked to the competition
The company faces strong competition in conducting its asset
and rental business activities. The company competes with a
large number of players in its development activity. Some of
its competitors may have more financial strength or, in certain
cases, may benefit from better regional or local implementation
than the company. Such factors may offer these competitors a
chance to participate in tender offers, particularly those involving
development operations, under financial conditions that do not
necessarily match the investment criteria the company set for
itself. This could lead to uncertainties regarding growth prospects
for its activity. The company’s rental activity is likewise subject to
strong competitive pressure. In particular, the development by
competitors of new offices located near the company’s existing
assets could have an adverse impact on its activity, its financial
position and its results.
The company operates primarily in the office property sector in
France and Italy, the residential sector in Germany and the hotel
sector in Europe. The company is subject to risks in its business
sectors and particularly with respect to their cyclical nature. The
value of the company’s portfolio depends on the developments
in these real estate markets, which may fluctuate, particularly
with respect to rental income and property values in light of the
supply/demand balance and the overall economic situation. The
real estate market in France and Italy is primarily influenced by
economic growth and changes in employment on the demandside and by urban planning regulations and available financing
on the supply-side. Developments in the hotel real estate market
depend on tourism, business travel and therefore economic
activity in a broad sense. A specific characteristic of this market
is that it heavily relies on the brands that operate these hotels.
The developments in the German residential real estate market
are linked to the following factors. Demand is linked to local
Foncière des Régions
Foncière des Régions’ policy of building long-term partnerships
and continuous review of projects in the very early stages partially
protect it from such competition risks.
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Risk factors
1.11.1.4. Risks linked to lease renewals
and rental of real estate assets
Most of the rent for Foncière des Régions’ residential portfolio in
Germany is paid via direct debt. A national register of payment
defaults that can be consulted by lessors and financial institutions is also a way to curtail the risk of unpaid rents.
Upon expiration of existing leases, the company may be unable
to renew them or to lease the assets involved within the time
frame and under conditions as favourable as those of current
leases, particularly due to macroeconomic and real estate market
conditions. In particular, the company may not be in a position to
draw enough attractive tenants or companies to its offices, and
may not succeed at maintaining a satisfactory occupancy rate or
rental income, which could have a negative impact on its financial
position and its results.
For informational purposes, unpaid rent by tenants (expense line
item/unrecoverable receivables) represented 1% of total rent at
31 December 2014.
1.11.1.6. Risks linked to asset valuation
Foncière des Régions recognises its investment properties at fair
value in accordance with the option offered by IAS 40. The fair
value of an investment property is the price at which this asset
could be exchanged between knowledgeable, willing parties in an
arm’s length transaction. It reflects the actual state of the market
estimated by independent appraisers, who base their assessment
on the relationship between supply and demand, interest rates,
the economic situation and numerous other factors that can vary
significantly in the event that the economic environment changes.
The fact that Foncière des Régions’ leases generally still have a
long time to run and the fact that their expiry dates are staggered,
as well as ongoing discussions with current tenants, help greatly
to limit such risks.
With regard to the German residential portfolio held by the
company’s subsidiary Immeo-Wohnen, rent increases are regulated and limited by the rental amounts of comparable housing
in the surrounding area (and may not exceed approximately
20% every three years). This rent level is determined by the towns
and cities, which publish the current rents and break them down
by location, construction year, building condition and the number
of facilities in the building.
There are two crucial indicators among the several used in the
valuation of property assets. The first one is the yield rate (also
called the capitalisation rate), which expresses the return that a
buyer could receive on a real estate asset. Determining this rate
depends on comparables and is influenced by the level and the
changes in interest rates, the perceived risk of the real estate
asset (term of lease, tenant’s creditworthiness, ease or difficulty
in re-leasing it at the end of the lease, etc.). A decline in the
capitalisation rate, as determined by an independent appraiser
in preparing the valuation, would have a positive impact on the
asset’s value. However, an increase in the capitalisation rate
would automatically trigger an adverse impact on the asset’s
value. The second crucial indicator in the valuation of the property
asset is revenues, i.e., rental income. This aggregate change is in
line with indexation, current market rents, the risk of vacancy or
unpaid rent. It is important to note that, with respect to historical
data, the valuation of a property asset in terms of an absolute
change is more sensitive to changes in interest rates and the
implied risk premium than to changes in rental income, which
are by nature less volatile.
1.11.1.5. Risks linked to tenants
Foncière des Régions has opted to build tenant partnerships with
key accounts. Foncière des Régions is therefore exposed in terms
of revenues to several large companies (Orange, Accor, Telecom
Italia, Suez Environnement, EdF, etc.) and accordingly depends
on these key accounts. This strategic decision to enter into tenant
partnerships with these key accounts was influenced by the fact
that these large companies have an extensive presence, access
to various sources of funding and highly sustainable business
models. Partnership committees are regularly organised with
these key accounts, providing an opportunity to keep track of their
business developments and future real estate portfolio.
The tenants’ solvency is another indicator that needs to be
monitored on a regular basis.
In addition to the portfolio in operation and assets under
construction, the company’s property assets consist of land and
sometimes real estate reserves whose valuation depends on the
risks of potential real estate projects that could be developed and
on assumptions and projections by the company.
The company’s ability to collect rent first and foremost depends
on its tenants’ financial soundness and therefore their solvency.
Tenant insolvency risks and their impact on the company’s results
are greater in office real estate given the relative size of each
tenant. It cannot be guaranteed that significant payment defaults
or delays potentially impacting the company’s earnings will not
occur. The Group’s tenant selection process helps contain this
risk by focusing on: Foncière des Régions’ diversified client portfolio and important long-term partnerships with major tenants.
The company reviews the tenants’ creditworthiness and the
financial stability before signing any lease. General Management
reviews the monthly report on unpaid rent.
Foncière des Régions
The net asset value calculated by the company could vary significantly in the event of any value adjustments estimated by the
appraisers linked to a change in the main assumptions used by
the appraisers (yield rate, rental value and occupancy rate). The
appraisal process is regularly audited under a review procedure
and the company has also set very stringent rotation rules for
the appraisers, thereby reinforcing the management of this type
of risk. A sensitivity analysis on the impact of changes in yield
rates on asset value adjustments is provided in paragraph 3.2.6.1
of this report.
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A summary of methodologies and appraisals is given in paragraphs 1.9.3 and 1.9.4 of this management report.
1.11.1.7. Risks linked to development
of new real estate assets
tants, coupled with market analyses, is to keep these risks to a
minimum. With respect to thresholds defined by management,
acquisitions are submitted to the Executive Committee, the
Strategic and Investment Committee and the Board of Directors
for validation. The risks, obstacles and opportunities are reviewed
during the validation procedure.
Through certain subsidiaries, Foncière des Régions performs
development activities for its own account or the account of its
subsidiaries.
1.11.1.9. Risks linked
to international exposure
This type of business incurs risks: higher than estimated
construction costs, construction phases exceeding those initially
estimated, technical difficulties or delays due to the complexity
of certain projects or construction material price increases,
failure to obtain administrative authorisations, lack of third-party
consent, impossibility of securing project financing at competitive
terms, etc.
Foncière des Régions has significant investments in companies
that are active in Italy and Germany, and to a lesser extent, in
Luxembourg, Portugal and Belgium. Some of these countries
may have particular risk profiles. The economic and political
context may become less solid and less stable, and regulatory
concerns and entry barriers less favourable. The country risk
could have a negative effect on Foncière des Régions’ operating
income and financial position. Foncière des Régions’ diversified
international exposure in Euro zone countries help to reduce such
risks. The performance monitoring broken down by country is
provided in detail in paragraph 3.1 of this Reference Document.
In addition, initial costs (e.g. the cost of studies) cannot generally
be deferred or cancelled in the event of delays or failure to carry
out a project.
A specific procedure for development projects has been introduced within the Group. It encompasses all of the studies to be
carried out prior to the launch of any project, selection process for
external service providers, the period ranging from construction
to the delivery of the asset and the market launch of ”on-spec”
projects. Deadlines are therefore fully assimilated and monitored
during the entire project. The building up of the teams in the past
few years and the highly-skilled project development teams also
help to reduce these risks.
The fact that Foncière des Régions operates solely in Euro zone
countries and its diversified international exposure help reduce
such risks. In both Italy and Germany, Foncière des Régions has
investments in real estate companies that work with locallybased teams that are experts in their respective markets.
1.11.1.10. Risk linked to geographical
and sector-specific concentration
1.11.1.8. Acquisition risks
A significant part of the company’s business is concentrated in the
Paris Region and in major regional cities in France. Consequently,
economic conditions, real-estate risks, or risks of any other
nature affecting the Paris Region and in the major regional
cities in France could have a significant effect on the company’s business, financial position or results. As at 31 December
2013, offices accounted for 43% of the company’s portfolio (as
a percentage of rental income, group share). A deterioration in
conditions in the office leasing market in the Paris Region and in
major regional cities in France could have a negative impact on
the company’s business, financial position or results.
The acquisition of real estate assets or companies that hold
them is part of Foncière des Régions and its subsidiaries’ growth
strategy. This strategy entails risks such as underestimating the
expected yield of assets and consequently buying them at too
high a price given financing in place, or being unable to acquire
them under satisfactory conditions, particularly with regard
to properties acquired through a bidding procedure or during
periods of high economic volatility or uncertainty. The purchased
assets could also have latent defects, especially in terms of environmental compliance, or features not covered by the warranties
given in the purchase contract due to non-compliance.
In order to contain this risk, Foncière des Régions is implementing a strategy of diversification of its portfolio.
The goal of the comprehensive due diligence performed before
each acquisition with the aid of external specialised consul-
Foncière des Régions
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Risk factors
1.11.2. Financial risks
The management of financial risks as described below is discussed in further detail in paragraph 3.2.2 of this Reference Document.
1.11.2.1. Liquidity risk
to remedy such breach within the contractually stipulated time
period, the lenders could demand early repayment of the debt
and possibly seize any collateral backing the debt. Certain loan
agreements also have cross-default clauses allowing lenders
to demand the early repayment of sums due in the event that
Foncière des Régions fails to meet the undertakings contained
in other credit agreements (and fails to remedy this default within
the specified time periods). Consequently, any failure to meet its
financial undertakings could have an adverse impact on Foncière
des Régions’ financial situation, its income figures, and its flexibility in conducting business and pursuing its development.
Foncière des Régions’ strategy depends on its ability to raise
financial resources, either by borrowing or through equity, in order
to finance its investments and acquisitions, and refinance debts on
maturity. Under the SIIC regime, Foncière des Régions is required
to distribute a significant part of its profits. Therefore, it relies to
a great extent on debt to finance its growth. This type of financing
may sometimes not be available at advantageous terms.
This situation could arise, in particular, in the event of crises
in the capital or debt markets, events affecting the real estate
sector, restrictions imposed by credit agreement covenants,
downgrading of the company’s credit rating or any change in
Foncière des Régions’ business, financial position or shareholder structure that may have an influence on the perception
that investors or lenders have of its credit worthiness. Foncière
des Régions’ policy of paying down debt, instituted several years
ago, has minimised this risk. Monitoring adherence to covenants
is also a priority for the company. Moreover, 18-month liquidity
forecasts are analysed every month by the Finance Department
and are submitted to General Management.
Foncière des Régions has set up a checks and monitoring system
on its covenants in order to contain these risks.
1.11.2.3. Interest Rate Risks and
Counterparty Default Risks
Foncière des Régions’ indebtedness exposes it to interest rate
fluctuation risk. Financial charges borne by Foncière des Régions
on the floating rate part of its debt could increase significantly if
the rates increased significantly.
Foncière des Régions is also exposed to general risks linked to
all types of indebtedness, particularly the risk of not generating
enough operating cash flow to service its debt. A shortage of
cash could result in acceleration or prepayment, and if the debt
is collateralised, enforcement of the guarantee and, where
applicable, the seizure of assets.
Foncière des Régions uses derivative instruments to hedge
against this interest rate risk, primarily Cap and Swap contracts.
The Group has no market transactions for any purpose other than
to hedge against interest rate risk.
The use of interest rate hedging contracts could expose Foncière
des Régions to the risk of insolvency by the counter parties to such
contracts, which could lead to payment delays or defaults, which
could have a negative impact on Foncière des Régions’ results.
For more information, please see paragraph 3.2.2.2 of Chapter 3.
1.11.2.2. Risks linked to covenants and other
undertakings stipulated in certain
credit agreements
Outside of the hedging transactions mentioned above, since
Foncière des Régions is structurally a borrower, counterparty
risk is limited mainly to investments made by the Group. IFRS 13
explicitly provides for counterparty risk assessment in the fair
value measurement of liabilities. This measurement was
conducted by a specialist organisation and recognised in Foncière
des Régions’ financial statements.
The credit agreements entered into by Foncière des Régions
contain, in addition to the usual covenants and undertakings,
other covenants requiring compliance with specific financial
ratios, such as those set out in paragraph 3.2.6.12. If Foncière des
Régions were to breach one of its financial undertakings and fail
Foncière des Régions
For more information, please see paragraphs 3.2.2.3 and 3.2.6.13
of Chapter 3.
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1.11.3. Legal, fiscal, regulatory, environmental and insurance risks
1.11.3.1. Risks linked to lease regulations
Foncière des Régions must comply with multiple laws and regulations, including urban planning regulations, building permits
and operating licences, health and safety regulations, (particularly for assets open to the public), environmental regulations,
legislation on leases, labour regulations and tax and corporate
law, particularly the provisions governing SIICs.
In France, the law on commercial leases imposes certain
restrictions on the lessor. Contractual provisions relating to
term, termination, renewal, security deposit, and rent indexation
fall within the public realm and may restrict, for example, the
flexibility of owners to increase rent in line with market changes
and thereby to maximise their rental income.
Changes in the regulatory or legal framework and/or the loss
of advantages linked to a statute or authorisation may force
Foncière des Régions to adjust its business, assets or strategy,
which could have a significant adverse impact on the value of its
real estate portfolio and/or on its results.
In addition, tenants have the option of vacating premises at the
lease expiry date as well as, in principle, at the end of any threeyear period unless explicitly agreed otherwise.
Changing the rules that apply to commercial leases, especially
with respect to term, rent indexation and caps, or the calculation
of eviction compensation for tenants, could adversely impact the
valuation of the company’s portfolio, results, business activity or
financial position.
Foncière des Régions is mindful of legislative and regulatory
changes, in particular, those concerning the ALUR law reforming
residential lease, co-ownership and property mandate regulations, as well as those relating to a law known as the ”Pinel”
law, especially insofar as this involves a review of the status of
commercial leases. The company’s Legal Department guides the
operational departments when any new contract is implemented.
When deemed necessary, the assistance of specialised outside
counsel is called upon.
A regulatory watch has been set up to anticipate and analyse
such risks.
In Germany, leases are subject to local regulations on residential
leases. Local teams specialised in residential portfolio management ensure that these regulations are applied.
Due to the inherent complexity and bureaucracy involved in the
tax environment of the business in which Foncière des Régions
operates, the company may be exposed to tax risk if it breaches
these regulations. In such cases, Foncière des Régions could be
subject to tax adjustments and disputes.
1.11.3.2. Risks linked to the SIIC real estate
trust status
Foncière des Régions and its subsidiaries are also exposed
to possible changes in tax rules in the countries in which they
operate.
Foncière des Régions is subject to the Tax System for French
Listed Real Estate Investment Trusts (hereinafter SIIC), and
as such, is not subject to corporate tax. Opting for the SIIC tax
regime involves the immediate liability for an exit tax at the
reduced rate of 19% on unrealised capital gains relating to assets
and securities of entities not subject to corporation tax. Exit tax is
payable over four years, in four instalments, starting with the year
the option is taken up. In return, the company undertakes to pay
out 95% of its profits generated by the leasing of its real estate
assets, 60% of capital gains generated on its disposals and 100%
of dividends received from SIIC-status subsidiaries.
In the normal course of its business, the Group may become
involved in legal proceedings relating to, for example, contractual
liability, its liability as an employer or its criminal liability, and may
be subject to tax audits and administrative procedures. Each of
these risks is associated with a risk to reputation and/or image,
particularly if actions are perceived as going against business
ethics or good business practices. Given the ongoing changes to
tax legislation, the Group is likely to be subject to reassessment
proposals from the Tax Administration. If an adjustment presents
a risk of reassessment in the opinion of our Advisors, a provision
is made at that point. A summary of the main disputes is given in
paragraph 3.2.2.9.4 of Chapter 3.
These provisions require various conditions to be satisfied, which
have been continually modified by successive governments, in
particular as part of budget laws, and are also subject to interpretation by the Tax Administration.
There exists no other governmental, legal or arbitral proceeding,
including any other procedures of which the Group is aware that
are pending or impending that may have or have had a significant
impact on the Group’s financial position or profitability in the past
twelve months.
The Tax Department and outside counsel regularly conduct
analyses on compliance with the SIIC regime in order to limit
the aforementioned risks.
The company has implemented a system of audits and internal
checks to anticipate and counter these risks.
Foncière des Régions
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Shareholder structure
1.11.3.3. Environmental risks
1.11.3.4. Risks linked to the costs
and availability of appropriate
insurance cover
As a property owner and Manager, Foncière des Régions is
required to comply with all applicable environmental regulations.
Non-compliance with such environmental regulations, or the
need to comply with new environmental standards that may be
enacted, could bring on an increase in costs, with subsequent
repercussions on Foncière des Régions’ results.
The company considers that the nature of the covered risks and
the guaranteed amounts are in line with regular practice in its
business sector. However, it could face increased costs from its
insurance policies or sustain losses that may not be fully covered
by the insurance in place. In addition, given the size of the portfolio to be insured and the level of insurance coverage sought,
it may not be able to obtain adequate insurance coverage at an
acceptable cost, or it may even be unable to cover all or part of
certain risks. The cost – or in the event of insurance claims – the
unavailability of adequate insurance coverage, could affect the
valuation of the company’s portfolio, its business, its financial
position and its results.
The potential risks in this area are as follows:
ww
health or pollution risks, (particularly land and subsoil) that
could generate significant extra costs and delays linked to the
search for and removal of toxic substances or materials when
engaging in development or asset renovation projects
ww
environmental damages, safety hazards and more generally
non-compliance with legal and regulatory obligations may
result in civil and, if applicable, criminal liability, thus bringing
on adverse consequences for the company’s image.
The Insurance Department manages this risk by challenging the
various insurance companies particularly with the intervention of
its broker, by working in the early phases of the policy renewals
and by spreading out policies over several insurance companies.
For more information, please see Chapter 2 of this Reference
Document.
1.12. SHAREHOLDER STRUCTURE
Foncière des Régions’ shareholder structure includes the Delfin Group and insurance groups such as Crédit Agricole Assurances, Covea
Finance and Assurances du Crédit Mutuel.
1.12.1. Information on capital
As at 1 January 2014, Foncière des Régions’ share capital was
€188,049,264 divided into 62,683,088 fully paid-up shares, each
with a par value of €3.00 and all of the same class.
At year-end, and taking into account the capital increase
completed on 13 October 2014, Foncière des Régions’ share
capital was €188,050,671 divided into 62,683,557 fully paid-up
shares, each with a par value of €3.00, and of a single class of
shares.
1.12.2. Securities providing access to the share capital
Convertible bonds: given the distribution of a dividend of
€4.20 per share for 2013, €1.31929 of which was taken from
”Retained earnings”, ”Other revaluation difference provisions”
and ”Share premiums”, on 19 May 2014, the Chief Executive
Officer, on the authorisation of the Board of Directors, and
in order to protect the rights of holders of ORNANE issued
in May 2011 and November 2013 adjusted the conversion value
of the ORNANE. Consequently, based on a conversion rate
of 1.10 shares per ORNANE 2011, and a conversion rate of
1.03 shares per ORNANE 2013, the potential number of shares
stood at 9,973,248 as at 31 December 2014, i.e. an individual
potential dilution of 13.73% and an overall potential dilution of
13.66%.
Following the disposal by the Delfin Group of 1,279,778 ORNANE
2011 bonds in January 2014 and based on the information
provided by the company, all of the ORNANE are now held by the
public and break down as follows.
Number of
ORNANE 2011
bonds
% holding of
ORNANE 2011
bonds
Number of
ORNANE 2013
bonds
% holding of
ORNANE 2013
bonds
Total number
of ORNANE
Total %
holding of
ORNANE
Public
5,253,944
100%
4,071,757
100%
9,325,701
100%
TOTAL
5,253,944
100%
4,071,757
100%
9,325,701
100%
Foncière des Régions
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Shareholder structure
Bonus shares: the number of shares that may be issued under
bonus share grants implemented by the company stood at
337,123. These shares may be new, or existing, shares. Based
on a grant of 337,123 new shares, the individual potential dilution
would be 0.54%, and the overall potential dilution would be 0.46%.
According to the provisions of the Articles of Association, each
share entitles the holder to one vote at the General Meeting of
Shareholders. There are no shares with double voting rights.
Nevertheless, the number of voting rights exercisable in a
General Meeting of Shareholders must be adjusted to take
account of treasury shares, which do not bear voting rights.
Information on the awards of bonus shares is provided in
point 1.12.9 below of this report.
In accordance with the power conferred by Article L. 225-123,
paragraph 3 of the French Commercial Code, a proposal will be
submitted to the General Meeting of Shareholders on 17 April 2015
to amend Article 10 of the Articles of Association so that the double
voting right established by French law no. 2014-384 of 29 March
2014, known as the ”Florange” law, is not granted to fully paid-up
shares held in registered form for at least two years by the same
shareholder. This is so that each shareholder will continue to have
the same number of votes as he or she has shares.
Assuming that (i) the vesting of all the bonus shares granted
by the company subject to a presence requirement is made by
creating new shares and (ii) the exercise of the option to redeem
all of the ORNANE into shares and assuming that the entire
delivery is made in new shares, the company would have to
issue 10,310,371 new shares, representing a maximum potential
dilution of 14.12%.
No other securities giving access to the share capital of the
company exist.
1.12.3. Breakdown of share capital and voting rights
The table below shows the allocation of capital and voting rights over the past three years, to the best of the company’s knowledge.
31/12/2014
31/12/2013
% of % of voting
Number of
shares
% of
capital
theoretical
rights
voting exercisable
rights(1)
in GM(2)
Number of
shares
31/12/2012
% of % of voting
theoretical
rights
% of
voting exercisable
capital
rights
in GM
Number of
shares
% of % of voting
theoretical
rights
% of
voting exercisable
capital
rights
in GM
Public
27,360,808 43.65%
43.65%
43.70% 27,310,358 43.57%
43.57%
43.70% 27,097,430 46.80%
46.80%
47.28%
Delfin
Group(3)
17,362,054 27.70%
27.70%
27.73% 17,321,546 27.63%
27.63%
27.72% 17,188,789 29.69%
29.69%
29.99%
Covea
Finance
Group
8,406,210 13.41%
13.41%
13.43%
13.41%
13.45%
4,887,123
8.44%
8.44%
8.53%
Crédit
Mutuel
Insurances
4,880,229
7.78%
7.78%
7.80%
4,783,829
7.63%
7.63%
7.66%
3,474,342
6.00%
6.00%
6.06%
Crédit
Agricole
Group
4,595,288
7.33%
7.33%
7.34%
4,666,256
7.44%
7.44%
7.47%
4,668,221
8.06%
8.06%
8.14%
78,968
0.13%
0.13%
/
194,889
0.31%
0.31%
/
580,787
1.00%
1.00%
/
62,683,557
100%
100%
100% 62,683,088
100%
100%
100% 57,896,692
100%
100%
100%
Treasury
shares
TOTAL
8,406,210 13.41%
These percentages are calculated on the basis of all shares with voting rights attached, including shares temporarily stripped of voting rights.
These percentages are calculating by excluding shares held by the company that do not have voting rights.
(3)
Delfin SARL is a holding that belongs to the Del Vecchio family. Delfin SARL controls the companies Aterno and DFR Investments. Delfin SARL
is primarily involved in financial business and holds the following interests:
- in the eyewear sector through Luxottica Group, a public company on the Milan and New York stock markets and founded in 1961 by Leonardo Del
Vecchio, of which Delfin SARL has control. Luxottica Group is the world leader in the production, wholesale distribution and retail sale of corrective
eyewear and sunglasses (http://www.luxottica.com)
- in the real estate sector through an interest in Foncière des Régions
- in the financial sector through its minority interests in banks, insurance companies, etc.
(1)
(2)
There has been no significant change in the breakdown of capital
and voting rights since year-end.
The company is neither directly nor indirectly controlled within
the meaning of Article L. 233–3 of the French Commercial Code.
To the best of the company’s knowledge, there is no other shareholder who directly or indirectly, alone or in concert, owns more
than 5% of the capital or voting rights in the company.
As at 31 December 2014, Foncière des Régions directly
held, outside the terms of the liquidity agreement (34,501),
44,467 treasury shares. A description of the share buyback
programmes implemented during the fiscal year is provided in
point 1.12.8 below.
To the best of the company’s knowledge, there are no shareholder
agreements involving at least 0.5% of the capital or voting rights
in the company, nor any concerted actions.
Foncière des Régions
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Shareholder structure
There was no cross-shareholding: the company has no direct
or indirect capital interest in any company which, in turn, has a
controlling interest in Foncière des Régions.
The company has proceeded, through Euroclear, to identify
the holders of shares that confer voting rights in its own
Shareholders’ Meetings, either immediately or in the future. The
result of this study is presented in Chapter 5 of the Reference
Document, paragraph 5.2.3.
1.12.4. Threshold disclosure
During 2014, the company was informed of the following instances where legal thresholds and thresholds set by the Articles of Association
were crossed:
Upward threshold
crossing
Downward threshold
crossing
Articles of
Legal Association
Articles of
Legal Association
Shareholder
Date limit
exceeded
Actions
Voting
rights
% of
capital
% of voting
rights
State Street
Corporation
1 January 2014
/ 1% and 2%
BNP Paribas
Investment Partners
27 February
2014
/
/ 1,657,916
1,420,501
2.64%
2.27%
/
AXA Investment
Managers
1%
/
/
791,750
729,495
1.2631%
1.1638%
25 March 2014
/
/
/
1%
618,480
618,480
0.99%
0.99%
UBS Investment
Bank, Wealth
Management and
Corporate Centre
1 April 2014
/
1%
/
/
648,207
648,207
1.03%
1.03%
UBS Investment
Bank, Wealth
Management and
Corporate Centre
4 April 2014
/
/
/
1%
420,177
420,177
0.67%
0.67%
BNP Paribas
Investment Partners
24 April 2014
/
/
/
1%
584,454
533,571
0.9324%
0.8512%
UBS Investment
Bank, Wealth
Management and
Corporate Centre
22 May 2014
/
1%
/
/
714,023
714,023
1.14%
1.14%
UBS Investment
Bank, Wealth
Management and
Corporate Centre
28 May 2014
/
/
/
1%
495,658
495,658
0.79%
0.79%
BNP Paribas
Investment Partners
27 June 2014
/
/
/
1%
633,120
554,713
1.01%
0.8849%
BNP Paribas
Investment Partners
24 July 2008
/
/
/
1%
572,802
494,395
0.9138%
0.7887%
Cardif Assurance Vie
1 October 2014
/
/
/
2% 1,004,316
1,004,316
1.60%
1.60%
Starting 1 January 2015, the company was informed of the following instances where legal thresholds and thresholds set by the Articles
of Association were crossed:
Shareholder
Date limit
exceeded
Upward threshold
crossing
Downward threshold
crossing
Articles of
Legal Association
Articles of
Legal Association
Actions
Voting
rights
% of
capital
% of voting
rights
CIC Est
12 January 2015
/
/
/
1%
566,323
566,323
0.9035%
0.9035%
Cardif Assurance Vie
15 January 2015
/
/
/
1%
623,005
623,005
0.99%
0.99%
Cohen & Steers
23 January 2015
/
1%
/
/
692,161
239,122
1.10%
0.38%
Foncière des Régions
81
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Shareholder structure
1.12.5. Declarations of intent
No declaration of intent was made during 2014.
1.12.6. Change in the capital over the last five fiscal years
The company’s share capital has changed as follows over the last five years:
Capital
31 December
2010
31 December
2011
31 December
2012
31 December
2013
31 December
2014
€164,774,919
€164,846,385
€173,690,076
€188,049,264
€188,050,671
54,924,973
54,948,795
57,896,692
62,683,088
62,683,557
Number of shares
Changes in the company’s capital over the last five years were the result of the operations described below:
Date
Nature
Exercise of stock options
22 March 2010
Exercise of 1,343,820 equity warrants
Exercise of stock options
11 June 2010
Exercise of 24,826,575 equity warrants
30 June 2010
Cancelling shares acquired as part of a share
buyback programme
9 July 2010
Exercise of the option to pay the dividend
in shares
Number of
shares issued
Share
premium
amount (in €)
Number of
shares
Capital
amount (in €)
5,630
268,944.95
50,632,095
151,896,285
89,588
5,554,456
50,721,683
152,165,049
15,337
820,563.52
50,737,020
152,211,060
1,655,105
102,616,510
52,392,125
157,176,375
409,776
/
51,982,349
155,947,047
1,521,192
94,313,904
53,503,541
160,510,623
Exercise of stock options
1,712
29,566.24
53,505,253
160,515,759
Exercise of 80,250 equity warrants
5,589
346,518
53,510,842
160,532,526
16 July 2010
Award of bonus shares
5,000
/
53,515,842
160,547,526
29 July 2010
Capital increase reserved for employees
12,211
669,040.69
53,528,053
160,584,159
Exercise of stock options
10,405
519,999.98
53,538,458
160,615,374
Exercise of 718,125 equity warrants
49,134
3,046,308
53,587,592
160,762,776
Award of bonus shares
28,100
/
53,615,692
160,847,076
12 November 2010
Exercise of stock options
14 January 2011
Exercise of 19,104,945 equity warrants
5 May 2011
Exercise of stock options
26 July 2011
Exercise of stock options
5 August 2011
Capital increase reserved for employees
22 February 2012
Exercise of stock options
24 May 2012
Exercise of the option to pay the dividends in
shares
25 July 2012
Exercise of stock options
12 August 2013
Capital increase (1st public exchange offer period
on Foncière Développement Logements shares)
3 September 2013
Capital increase (2nd public exchange offer
period on Foncière Développement Logements
shares)
29 November 2013
Capital reduction by cancellation of treasury
shares
13 October 2014
Exercise of stock options
Foncière des Régions
2,113
98,445.86
53,617,805
160,853,415
1,307,168
78,894,394.78
54,924,973
164,774,919
4,630
202,225.04
54,929,603
164,788,809
5,849
251,608.75
54,935,452
164,806,356
12,987
749,739.51
54,948,439
164,845,317
356
18,444.36
54,948,795
164,846,385
2,930,739 141,261,619.80
57,879,534
173,638,602
887,915.21
57,896,692
173,690,076
5,099,890 304,463,394.83
62,996,582
188,989,746
29,505.93
62,997,111
188,991,333
-314,023
/
62,683,088
188,049,264
469
35,470.47
62,683,557
188,050,671
17,158
82
529
Reference Document 2014
Management report 2014
Shareholder structure
1.12.7. Employee shareholding
In accordance with the provisions of Article L. 225-102 of the
French Commercial Code, you will find hereafter a report
on employee shareholding in the company’s share capital
as at the last day of the fiscal year. As at 31 December 2014,
210,269 Foncière des Régions shares were held by employees
of the company and its affiliated companies as defined in
Article L. 225-180 of the French Commercial Code, repre-
senting 0.34% of share capital. Pursuant to the provisions of
Article L. 225-102, paragraph 1 of the French Commercial Code,
0.16% of the share capital is held by employees whose shares
are managed through collective investment schemes over
which the interested parties have no direct control, representing
99,090 Foncière des Régions’ securities.
1.12.8. Information about the share buyback programme
ww
awarding to employees and officers of the company and/or
companies in its group
In 2014, Foncière des Régions used the authorisation conferred
upon it by the General Meeting on 24 April 2013, and by the
General Meeting on 28 April 2014 and implemented by decision
of the Board of Directors, in order to renew and continue the
liquidity agreement with Exane BNP Paribas, under the same
conditions.
ww
delivering shares upon the exercise of rights attached to
securities entitled to the award of shares
ww
holding and delivering them as payment or in exchange
under potential external growth transactions, mergers,
spin-offs or contributions
The characteristics and terms of this share buyback programme
are as follows:
ww
cancelling shares
ww
the maximum purchase price is €100 per share (excluding
acquisition expenses)
ww
using them in any other practice that may come to be recognised by law or by the Financial Markets Authority (Autorité
des Marchés Financiers) or any other purpose that would
provide a basis for the presumption of legitimacy.
ww
the maximum amount of funds reserved for the share buyback
programme is €150,000,000
ww
purchases, sales, exchanges or transfers transactions may
be executed by any means, whether on the market or over the
counter, including block purchases or sales, or by recourse to
financial instruments, with the following primary aims:
The latest authorisation ended the previous buyback programme
which resulted, on 28 April 2014, in 141,516 treasury shares
being held by the company, 36,641 of which from the liquidity
agreement, 104,875 shares intended for allocation to Foncière
des Régions’ group employees and corporate officers.
ww
implementing a liquidity agreement with an investment
service provider under the conditions and according to the
methods set by the regulations in place and acknowledged
market practices
The terms and conditions relating to the implementation of the
new buyback programme were described in the share buyback
programme description posted on the company’s website on
28 April 2014 and 4 June 2014.
Treasury share movements in terms of transactions and use in 2014 shown by type of objective being pursued by the company were
as follows:
(in number of shares)
Position as at
31 December
2013
Movements over the period
Acquisition
Sale
Transfer
Reallocation
Liquidity agreement
Position as at
31 December
Cancellation
2014
66,593
405,809
437,901
-
-
-
34,501
Allocation to employees and
corporate officers of the Group
128,296
-
-
83,829
-
-
44,467
Shares held by the company
194,889
Foncière des Régions
78,968
83
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Shareholder structure
The transactions completed during 2014 were as follows:
Acquisition
Sale
Number of
shares
Average price
per share in €
Number of
shares
Average price
per share in €
General Meeting on 24 April 2013
141,412
63.18
171,364
62.11
General Meeting on 28 April 2014
264,397
73.61
266,537
72.75
TOTAL
405,809
69.97
437,901
68.59
Share buyback programme
As at 31 December 2014, Foncière des Régions held 78,968
treasury shares representing 0.13% of the share capital, valued
at €6,064,742.40, or €76.80 per share, for a par value of €3.00
per share.
Transaction costs during 2014 amounted to €14,365.03 ex-tax.
As the authorisation that was granted by the General Meeting
on 28 April 2014 was for a period of 18 months, a new share
buyback programme will be submitted to the General Meeting
on 17 April 2015.
The company did not use derivatives in its share buyback
programmes in 2014.
1.12.9. Share subscription and share purchase options and bonus shares
The award of share subscription options, share purchase options or bonus shares within the Foncière des Régions group is intended
to enable employees who contributed to the company’s growth to share in the company earnings, in order to enhance motivation and
loyalty among company employees and Directors.
1.12.9.1 Share subscription and share
purchase options
In 2014, 469 share subscription options were exercised by an
employee of the Foncière des Régions Group under plan no.
1403008 dated 4 May 2007, thereby creating 469 new shares.
Since 2008, the company has not implemented a share subscription or share purchase options plan.
None of the corporate officers of Foncière des Régions exercised
share subscription options in 2014.
All the options awarded under plans prior to 2008 were share
subscription options, which were able to be exercised in a period
of two to seven years after their awarding.
Comprehensive information on the share subscription options is
provided in the special report of the Board of Directors prepared
pursuant to Article L. 225-184 of the French Commercial Code.
Foncière des Régions
84
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Shareholder structure
1.12.9.2. History of awards of Foncière des Régions’ share subscription options
Plan No. 6
2007
Management Board meeting date
4 May 2007
Original exercise price
€97.96
Adjusted exercise price
N/A
Adjusted exercise price (06/2007)
N/A
Adjusted exercise price on 31/12/2009
€97.40
Adjusted price (06/2010)
€88.08
Adjusted price (06/2011)
€85.48
Adjusted price (05/2012)
€82.37
Adjusted price (05/2013)
€80.05
Adjusted price (05/2014)
€78.63
TOTAL NUMBER OF OPTIONS ABLE TO BE SUBSCRIBED
Number of options awarded
203,782
of which total number of options awarded to corporate officers
wwC. Kullmann
5,608
wwO. Estève
3,740
wwA. Mazzocco
-
NUMBER OF OPTIONS SUBSCRIBED BY CORPORATE OFFICERS
wwC. Kullmann
0
wwO. Estève
0
wwA. Mazzocco
-
Start of option exercise period
12 October 2009
Option expiry date
12 October 2014
NUMBER OF OPTIONS SUBSCRIBED BY CORPORATE OFFICERS
Number of options remaining at 31/12/2013
201,416
Number of options subscribed between 01/01 and 18/05/2014
0
Number of options cancelled between 01/01 and 18/05/2014
1,379
Number of options remaining before adjustment at 18/05/2014
200,037
Number of options remaining after adjustment at 19/05/2014
203,782
Number of options subscribed between 19/05 and 31/12/2014
469
Number of options cancelled between 19/05 and 31/12/2014
203,313
Number of options remaining at 31/12/2014
0
According to BNP data.
Foncière des Régions
85
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Shareholder structure
1.12.9.3. Bonus shares
Acting on a proposal by the Appointments and Remunerations Committee, and by virtue of the authority delegated to it by the General
Meeting on 6 May 2011 and 28 April 2014, the Board of Directors awarded 193,072 bonus shares in 2014 as described below:
Date of the bonus
share plans
Number
of bonus
shares
allotted
26 February 2014
36,812
25 June 2014
5 December 2014
(1)
(2)
106,500
49,760
Unit value, as estimated
by an independent actuary
Beneficiaries of the
bonus shares
Corporate officers of
the company and
directors of related
companies
Group Foncière des
Régions employees
France
Italy
€32.69(1)
€43.59(2)
Vesting period
Germany
€30.66(1)
France
Retention period
Italy and
Germany
€40.88(2) 3 years
Italy and
Germany
France
2 years
4 years
€33.68
(1)
€54.11(2)
€47.84(2)
/
4 years
/
3 years
2 years
Awards subject to performance requirements.
Awards not subject to performance requirements.
The policy for awarding bonus shares to executive officers in 2013
is set out in paragraph 1.14.1 of the management report.
In connection with the delivery of the bonus shares that became
available in 2014, the Board of Directors furthermore decided to
use up to 66,471 of the treasury shares that the company acquired
under the previous share buyback programmes for the purpose
of granting them to the beneficiaries listed below.
The criteria for awarding bonus shares to staff members of the
Foncière des Régions group are mainly linked to performance
and potential, the goal being to build loyalty and an association
with the company’s stock-market performance.
Number of bonus shares delivered in 2014
Delivery date of bonus shares
Date of the bonus
share plans
French beneficiaries
German and Italian
beneficiaries
Number of
beneficiaries
21 February 2014
21 February 2011
19,721
-
5
10 March 2010
-
3,700
2
10 November 2014
10 March 2014
9 November 2011
26,700
-
107
10 December 2014
10 December 2010
16,350
120
1.12.9.4. Details of adjustments made
to share subscription options
and bonus shares
After year-end, at its meeting on 19 February 2015, the Board of
Directors allocated 33,571 bonus company shares to Foncière des
Régions’ corporate officers and Directors of related companies.
The unit value, as estimated by an independent actuary, was
€51.05 (awards subject to performance requirements) and/or
€68.06 (awards not subject to performance requirements) for
French beneficiaries and €46.41 for Italian and German beneficiaries subject to performance requirements and €61.88 for
Italian and German share awards not subject to performance
requirements.
In accordance with the provisions of Article L. 225-181, L. 228-99,
R. 225-137, R. 225-140 and R. 228-91 of the French Commercial
Code and the various provisions of the share subscription option
plans in effect, the Chief Executive Officer of Foncière des Regions,
by delegation of the Board of Directors, decided on 19 May 2014,
to adjust the subscription ratio as well as the subscription price
and the corresponding number of share subscription options,
considering the distribution in 2013 of a dividend of €4.20 per
share taken, after allocation to the legal reserve, partly from the
”retained earnings”, ”other revaluation difference provisions”, and
”Share premium” accounts, and in order to protect the rights of
holders of existing share subscription options.
The Board of Directors also recorded the allocation of 23,907
bonus shares to Foncière des Régions’ corporate officers and
Directors of related companies at the end of the vesting period,
of which:
ww
6,000 by way of delivery of bonus shares awarded on
21 February 2011 to Italian beneficiaries and
ww
17,907 by way of delivery of bonus shares awarded on
22 February 2012 to French beneficiaries.
Foncière des Régions
86
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Shareholder structure
ADJUSTMENT OF SHARE SUBSCRIPTION OPTIONS
Options
concerned
No. of original
plan
Year
Expiry date
Number of
options able to
be exercised
before
adjustment
decision of
19/05/2014
Plan No. 6
2007
11/10/2014
200,037
Number
of options
able to be
exercised after
adjustment
decision of
19/05/2014
Issue price
before
distribution
of dividends
before
19/05/2014
adjustment
decision
Subscription
price after
distribution of
dividends after
19/05/2014
adjustment
decision
Number of
options able to
be exercised at
31/12/2014
203,782
€80.05
€78.63
0
1.12.10. Transactions carried out by Company Officers
involving company shares
1.12.10.1. Transactions carried out by members of General Management
in Foncière des Régions shares during 2014
Purchase
of shares
Average value
Sale of shares
Average value
Number of shares held at
31/12/2014 (to the best
of the company’s knowledge)
Christophe Kullmann
8,236(1)
€65.96
/
/
26,844(2)
Olivier Estève
3,795
€65.96
/
/
23,045
Aldo Mazzocco
2,700
€67.65
/
/
9,200
Management Board members
(1)
(1)
Award of bonus shares.
(2)
Fully-owned shares to which may be added 24,000 shares beneficially owned resulting from a bare ownership transfer.
(1)
Foncière des Régions
87
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Shareholder structure
1.12.10.2. Transactions carried out by members of the Board of Directors
in Foncière des Régions shares during 2014
Purchase
of shares
Average value
Sale of shares
Average value
Number of shares held at
31/12/2014 (to the best of the
company’s knowledge)
Jean Laurent
/
/
/
/
400
Leonardo Del Vecchio
/
/
/
/
1
32,008
70.79
/
/
10,239,198
8,500
70.96
/
/
7,122,856
Members of the Board
of Directors
Aterno
DFR Investment (associate
of Leonardo Del Vecchio)
Romolo Bardin
700
70.22
/
/
3,200
96,400
66.12
/
/
4,880,229
Catherine Allonas Barthe
/
/
/
/
0
Jean-Luc Biamonti
/
/
/
/
216
GMF Vie
/
/
/
/
4,182,453
ACM Vie
Lionel Calvez
/
/
/
/
0
100
73.11
/
/
171
Sergio Erede
/
/
/
/
1
Predica
/
/
/
/
4,328,251
Jérôme Grivet
/
/
/
/
0
Pierre Vaquier
Bertrand de Feydeau
150
73.50
/
/
272
Micaela Le Divelec Lemmi
/
/
/
/
90
Sylvie Ouziel
/
/
/
/
400
Sigrid Duhamel
1
77.00
/
/
1
Foncière des Régions
88
Reference Document 2014
Management report 2014
Shareholder structure
1.12.11. Active authorisations
The General Meeting regularly authorises the Board of Directors to increase the company’s share capital by issuing shares and/or
securities providing access to the company’s equity.
In accordance with the provisions of Article L. 225-100 paragraph 7 of the French Commercial Code, please find below a breakdown of
active authorisations for capital increases in 2014 granted by the General Meetings on 6 May 2011 and 28 April 2014.
Use of the authorisation
Validity of the
authorisation
2014
2015
General Meeting date
Description of the authorisation
6 May 2011
Resolution 13
Authorisation to award bonus shares, existing or
to be issued, to employees and/or corporate officers
of the company and its associated companies.
Cap set at 0.5% of share capital on the day of the
decision to award them by the Board of Directors.
38 months Award of 248,730
Expired on
bonus shares
28/04/2014
(including
36,812 in 2014)
28 April 2014
Resolution 11
Authorisation to increase the share capital through
capitalisation of reserves, earnings or premiums.
Nominal capital increase cap set at €20,000,000.
26 months
Expiry on
28/06/2016
None
None
28 April 2014
Resolution 13
Authorisation granted to issue shares and/or
securities providing access to the company’s capital,
maintaining shareholders’ preferential subscription
rights.
Nominal capital increase cap set at €50,000,000.
Nominal marketable security issue cap set at
€750,000,000.
26 months
Expiry on
28/06/2016
None
€11,753,166
28 April 2014
Resolution 14
Delegation of authority to issue, through public
offerings, debt securities giving access
to the company’s share capital, with waiver
of shareholders’ preferential subscription rights.
Nominal debt security issue cap set at €750,000,000.
Nominal capital increase cap set at €25,000,000.
26 months
Expiry on
28/06/2016
None
Capital increase
for the issuance
of 3,917,722 new
shares at a unit
price of €65.00
representing a
nominal cap set at
€11,753,166
28 April 2014
Resolution 15
Delegation of authority to undertake capital increases
reserved for employees of the company and the
companies of the Foncière des Régions group that are
members of a company Savings Plan, with waiving
of shareholders preferential right of subscription.
Nominal capital increase cap set at €500,000.
26 months
Expiry on
28/06/2016
None
None
28 April 2014
Resolution 16
Authorisation to award bonus shares, existing or
to be issued, to employees and/or corporate officers
of the company and its associated companies.
Cap set at 0.5% of share capital on the day of the
decision to award them by the Board of Directors.
38 months Award of 156,260
Expiry on
bonus shares
28/06/2017
Award of 33,571
bonus shares
Foncière des Régions
89
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Stock market and dividends
1.13. STOCK MARKET AND DIVIDENDS
1.13.1. Stock markets
Euronext in Paris (ISIN code: FR0011629344). The bonds were
issued with an annual interest rate of 0.875%.
Foncière des Régions’ shares are listed for trading on the Euronext
Paris market – Compartment A (ISIN code: FR0000064578) and
admitted on the SRD. Foncière des Régions stock is included in
the MSCI, SBF 120, Euronext IEIF ”SIIC France” and CAC Mid100
indices, as well as the benchmark indices for European realestate firms: EPRA and GPR 250.
Foncière des Régions bonds issued in October 2012, for a total
of €500 million, maturing in January 2018, carry a fixed coupon
of 3.875% and are listed on the Euronext in Paris (ISIN code:
FR0011345545).
The bonds redeemable in cash and/or in new and/or existing
shares (”ORNANE”) issued in May 2011, for a total of €550 million,
maturing on 1 January 2017, were admitted on the Euronext in
Paris (ISIN code: FR0011050111). The bonds were issued with an
annual interest rate of 3.34%.
Foncière des Régions bonds issued in March 2013, for a total
of €180 million, maturing in April 2020, carry a fixed coupon
of 3.30% and are listed on the Euronext in Paris (ISIN code:
FR0011442979).
Foncière des Régions bonds issued in September 2014, for a
total of €500 million, maturing in September 2021, carry a fixed
coupon of 1.75% and are listed on the Euronext in Paris (ISIN
code: FR0012146744).
The bonds redeemable in cash and/or in new and/or existing
shares (”ORNANE”) issued in November 2013, for a total of
€345 million, maturing on 1 April 2019, were admitted on the
1.13.2. Market price at 31 December 2014
The closing Foncière des Régions’ share price for the year was €76.80, bringing stock market capitalisation to €4.8 billion at year end 2014.
CHANGE IN FONCIÈRE DES RÉGIONS’ SHARE PRICE OVER THE YEAR
90
80
70
60
50
40
30
20
10
0
12/31
2013
01/31
2014
02/28
2014
03/31
2014
04/30
2014
05/31
2014
06/30
2014
Foncière des Régions
07/31
2014
90
08/31
2014
09/30
2014
10/31
2014
11/30
2014
Reference Document 2014
12/31
2014
Management report 2014
Stock market and dividends
1.13.3. Transactions in the last 18 months (Euronext Paris)
No. of shares traded
Highest price
Lowest price
2013
July
1,233,200
62.2
56.05
August
1,263,195
63.79
57.01
September
1,889,651
61.98
56.57
October
1,235,267
64.97
60.95
November
1,250,398
65.58
61.68
December
1,103,270
62.75
59.62
January
1,458,115
63.15
60.3
February
1,375,282
67.7
59.91
March
1,443,309
68.56
64.91
April
1,427,002
73.82
66.67
May
1,494,912
75.10
60.66
June
1,572,570
79.25
73.46
July
1,455,799
81.9
74.74
August
1,296,229
78.08
73.24
September
1,389,560
77.38
69.6
October
65.61
2014
1,722,789
73.4
November
961,894
76.85
72.1
December
1,375,045
77.94
72.54
January
3,063,972
92.34
75.64
February
2,039,719
95.50
90.55
2015
1.13.4. Information about elements that could be relevant
in the event of a takeover offer
In accordance with the provisions of Article L. 225-100-3 of the
French Commercial Code, please find hereafter our report on
the elements likely to have an impact in the event of a public
takeover offer.
from the day on which either threshold is crossed. Mutual fund
management firms shall be required to carry out such reporting
for the entirety of the shares of the company held by the funds
that they manage.
1.13.4.1. Legal restrictions and restrictions
in the Articles of Association
on the exercise of voting rights
If this declaration obligation is not satisfied, shareholders who
together hold at least 1% of the capital may request at a General
Meeting that the shares exceeding the percentage that should
have been declared be deprived of voting rights in Shareholders’
Meetings until the expiration of two years after the date of regularisation of the declaration.
Article 8.1 of the Articles of Association establishes an obligation
to declare to the company every instance in which a shareholder
passes the threshold of 1% (or any multiple of this percentage) of
the capital or the voting rights relating thereto whether upwards
or downwards, including the legal and regulatory thresholds.
Such notification shall be made by registered letter with return
receipt addressed to the registered office within five trading days
Foncière des Régions
Article L. 233-14 par. 1 of the French Commercial Code stipulates
that any shareholder who does not make the declarations in time
as provided for in I and II (legal thresholds) of Article L. 233-7
or in VII (statement of intent) of this Article shall be deprived
of the voting rights attached to those shares in excess of the
fraction that has not been declared in time. This shall apply
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1.13.4.5. Powers of the Board of Directors
and General Management
to all Shareholders’ Meetings for a period of two years dating
from the time the declaration is finally made. Under the same
conditions, the voting rights attached to the shares that have not
been properly declared may not be exercised or delegated by the
defaulting shareholder.
This information appears on pages 428 of section 4 and on
page 454 of section 5 of the Reference Document. The authorisations granted by the General Meeting to the Board of Directors
with regard to capital increases are mentioned on page 89 of this
management report.
Furthermore, under Article 8.2 of the company’s Articles of
Association, if any corporate entity holds more than 10% of the
share capital directly or indirectly and its shares have not been
registered by the third working day prior to any General Meeting
of the company’s shareholders, their voting rights will be capped
at one tenth of the number of shares held. This situation may be
resolved by ensuring that all the shares held directly or indirectly
are registered no later than the third working day prior to the
General Meeting in question.
1.13.4.6. Rules applicable to the appointment
and removal of members of the
Board of Directors and changes
in the company’s Articles of Association
1.13.4.2. Capital structure of the company
The company’s Articles of Association in this regard do not derogate from any of the principles generally admitted with regard to
French stock corporations.
This information appears on page 80 of this management report.
1.13.4.3. Shares providing special control
rights
1.13.4.7. Agreements regarding
compensation to the members
of General Management in the
event of termination of their
functions as Chief Executive Officer
and Deputy General Manager
as a result of forced departure
relating to a change of strategy
or control pursuant to II and III
of Article L. 223-16 of the French
Commercial Code
None.
1.13.4.4. Agreements between shareholders
that are known to the company and
that could involve restrictions to the
transfer of shares and the exercise
of voting rights
There are no agreements between shareholders that are known
to the company and that could involve restrictions to the transfer
of shares and the exercise of company voting rights.
Foncière des Régions
This information is included in pages 103 and 104 of this management report.
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Stock market and dividends
1.13.5. Dividends distributed within the last five fiscal years
In the last five fiscal years, the dividends paid out and the corresponding tax rebate were as follows:
Fiscal year
2009
Dividend paid per share
Amount of dividend subject
to 40% rebate(1)
Amount of dividend not
subject to the 40% rebate
Current
€5.10
€1.99
€3.11
Type of dividend
Exceptional
€1.80
/
€1.80
2010
Current
€4.20
€2.05
€2.15
2011
Current
€4.20
€0.05
€4.15
2012
Current
€4.20
/
€4.20
2013
Current
€4.20
€0.11907
€4.08093
Dividends eligible for the 40% tax rebate for individual tax residents in France.
(1)
Until 2012, SIIC status, adopted on 1 January 2003, allowed for
the exemption of property management revenues and real estate
capital gains provided that at least 85% of current income and
50% of capital gains were distributed to shareholders. These
thresholds were raised in the 2014 Finance Law and are now
95% for obligations to distribute earnings from asset rentals
and 60% for capital gains from the sale of assets and shares in
subsidiaries.
The company’s distribution policy naturally takes regulatory
requirements into account.
1.13.6. Appropriation of earnings for the fiscal year
Based on the number of existing shares as at 31 December 2014,
i.e. 62,683,557 shares, a total dividend for €269,539,295.10 will
therefore be awarded. The portion of this dividend drawn from
tax-exempt profits and awarded to private individuals who are
subject to income tax does not grant a right to a 40% rebate, in
accordance with Article 158-3 of the French General Tax Code.
This rebate remains applicable in other cases, where appropriate
(Article 158-3-2 of the French General Tax Code).
A proposal will be made to the General Meeting of Shareholders
on 17 April 2015, on the recommendation of the Board of
Directors, after having noted that income for the year was
€186,513,136.94 and that, in consideration of retained earnings of
€548,095.80, the distributable profit amounts to €187,061,232.74,
to distribute a dividend totalling €269,539,295.10 taken:
ww
in the first place from the total distributable profit i.e.
€187,061,232.74
ww
then from ”Other revaluation difference provisions”, i.e.
€705,808.31
The balance of the dividend deducted in the amount of
€81,731,236.92 from the ”share premium” account is treated as
a reimbursement of contribution in terms of the provisions of
Article 112.1 of the French General Tax Code.
ww
the ”merger premium”, i.e. €41,017.13
ww
the ”share premium account”, i.e. €81,731,236.92, which
reduces the share premium account from €351,573,487.02 to
€269,842,250.10.
The dividend drawn against the company’s profits exempt from
corporation tax pursuant to Article 208 C of the French General
Tax Code totals €187,808,058.18.
Thus, each share will receive a dividend of €4.30.
The dividend drawn against the company’s profits exempt from
corporation tax pursuant to Article 208-3 quater of the French
General Tax Code totals €0.
The dividend will be paid out on 28 April 2015.
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1.14. CORPORATE OFFICERS
1.14.1. Remuneration of corporate officers
1.14.1.1. Chairman of the Board of Directors
It comprises a single fixed amount totalling €400,000 which
includes attendance fees.
The Chairman, in close coordination with the General Management,
leads the Board of Directors and its Committees. He also provides
the Chief Executive Officer with help and advice in designing and
implementing strategy. He ensures that all Directors are always
kept fully notified of any information relevant to the strategy and its
implementation. In close coordination with General Management,
he ensures that the quality of the Board’s relationships with the
company’s shareholders, major partners or group customers, as
well as with public authorities, institutional and regulatory authorities, the media and investors deemed to be economic players, is
maintained. He helps to promote the image and values of Foncière
des Régions, both inside and outside the Group.
In 2014, this €400,000 remuneration broke down as follows:
ww
€362,000 fixed remuneration
ww
€7,000 benefits in kind (company car)
ww
€31,000 attendance fees (detailed in 1.14.2 of the 2014
Reference Document).
It is noted that Jean Laurent is waiving his right to attendance
fees for his participation in the Foncière des Régions’ Strategic
and Investment Committee. In 2014, he also received €50,000 by
way of attendance fees paid by Beni Stabili, an Italian subsidiary
of Foncière des Régions, in which he has an active oversight role.
Remuneration of the Chairman of the Board of Directors of
Foncière des Régions was set on 31 January 2011 by the Board
for the full term of office. It has not been reviewed since that date.
TABLE 2
SUMMARY TABLE OF THE REMUNERATION PAID TO EACH CORPORATE OFFICER
2014 fiscal year
2013 fiscal year
Executive corporate officer name and function
Jean Laurent, Chairman of the Board of Directors since 31/01/2011
Fixed remuneration
Amounts due
for the 2013
Amounts paid
in 2013
Amounts due
for 2014
Amounts paid
in 2014
368,000
368,000
361,998
361,998
Annual variable remuneration
0
0
0
0
Multiannual variable remuneration
0
0
0
0
Extraordinary remuneration
0
0
0
0
Foncière des Régions attendance fees
25,000
25,000
31,000
31,000
Beni Stabili attendance fees
51,742
51,742
50,000
50,000
Benefits in kind
TOTAL
This fixed remuneration is not accompanied by any variable
remuneration, performance bonus or remuneration paid in
company shares.
7,000
7,000
7,002
7,002
451,742
451,742
450,000
450,000
This remuneration is in line with the average remuneration for
non-executive chairmen in the SBF 120.
TABLE 1
SUMMARY TABLE FOR THE REMUNERATION AND OPTIONS AND SHARES ALLOCATED TO EACH CORPORATE OFFICER
Executive corporate officer name and function
Jean Laurent, Chairman of the Board of Directors since 31/01/2011
Remuneration due for the fiscal year (detailed in table 2)
Value of the multiannual variable remuneration during the fiscal year
Value of options granted during the year (detailed in table 4)
Value of performance shares granted during the year (detailed in table 6)
TOTAL
Foncière des Régions
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2013 fiscal
year
2014 fiscal
year
451,742
450,000
0
0
None
None
None
None
451,742
450,000
Management report 2014
Corporate officers
1.14.1.2. General Management
On 5 December 2014, upon the proposal of the Appointments
and Remunerations Committee, the Board of Directors decided
to renew Christophe Kulmann’s term of office for four years, and
change his fixed remuneration to €600,000. As the corporate
officers waived their right to attendance fees paid by the French
subsidiaries as of 2015, this increase, of 9%, is in line with
the increase in salaries at Foncière des Régions from 2011 to
2014, and below the increase in fixed salaries of CEOs of SBF80
companies (4% per year on average). This remuneration will not
change in the duration of the term of office, unless there is a
major change in responsibilities or scope.
The remuneration policy for the CEO and Deputy General
Manager, France, is determined by the Board of Directors
on the basis of work carried out and proposals made by the
Appointments and Remunerations Committee. This Committee
met three times in 2014 to ensure the compliance of this policy
with the principles listed by the latest changes to the Afep-Medef
Code of corporate governance.
The Committee and the Board are particularly keen to follow
these guidelines:
In 2011, the Board had also decided to gradually raise the Deputy
General Manager’s fixed remuneration to €350,000 over a threeyear period. This level was reached in 2013 and Olivier Estève’s
fixed remuneration will remain unchanged in 2014.
ww
the remuneration is granted exhaustively via all of its components: fixed portion, variable portion, allocation of performance
shares, benefits in kind and, if applicable, attendance fees
ww
the basic principles sought are:
On 5 December 2014, upon the proposal of the Appointments and
Remunerations Committee, the Board of Directors decided to
renew Olivier Estève’s term of office for 4 years, and change his
fixed remuneration to €360,000. This increase compensates for the
waiver of attendance fees paid by French subsidiaries as of 2015.
ww
a balance between the various components, short term and
long term, fixed and variable
ww
higher levels of staff retention
ww
a strong link between remuneration and operational
performance
ww
a variable portion based on objective quantifiable performance criteria that combine the interests of the organisation,
its staff and its shareholders, at the same time providing an
incentive for outperformance and a ”circuit breaker” system
to sanction any deterioration of key company indicators
1.14.1.2.2. Variable portion
With respect to the variable portion of remuneration (bonuses),
the Appointments and Remunerations Committee wished for
each Director to be assessed and compensated on the basis of
targets that are clear, precise, quantifiable and operational. These
targets are determined every year, in February, by the Board of
Directors, based on proposals put forward by the Appointments
and Remunerations Committee. They are determined according
to the strategic plan, the budget approved by the Board of
Directors for the year under way, and the company’s priorities
at the time.
ww
a financial alignment with the long-term interests of
shareholders
ww
remuneration correctly situated in the market and designed
to encourage loyalty.
The Committee and the Board constantly use sector-based
benchmarks and general research studies simply to check that
overall remuneration packages are in line with market rates.
The target bonus for the CEO equals 100% of his/her fixed annual
salary. The target bonus for the Deputy CEO in France equals 75%
of the fixed annual salary.
For several years, the Appointments and Remunerations
Committee has been ensuring that this remuneration policy is
in line with best practices and the latest recommendations of
the Afep-Medef Code. Therefore, after having decided in 2013 to
make all bonus share awards to corporate officers dependent
upon performance conditions, in 2014, the Committee decided
to review the basis for calculating the severance pay for the Chief
Executive Officer and the Deputy General Manager if they are
forced to leave as a result of a change in strategy or control,
excluding from this basis performance shares, and extending the
external condition over a period of three years.
In an effort to provide differentiation, motivation and an incentive
to outperform, a provision is made for an upside of as much
as 50% of the target bonus to reward performance that goes
beyond the targets set at the beginning of the year. In an effort
to align this with the interests of shareholders, the Committee
proposes that this upside portion of the bonus be paid, if at all,
not in cash but in bonus shares, which are to be conditional on
the recipient remaining in the company’s employ for three years
after the award.
Finally, this ”circuit breaker” system provides for bonuses to be
withheld in the event of a significant deterioration in the company’s performance over the year. For 2014, the ”circuit breaker”
was based on a Loan To Value (LTV) threshold, the crossing of
which would have entailed non-payment of the bonus.
1.14.1.2.1. Fixed portion
The Appointments and Remunerations Committee and the Board
of Directors ensure, on a regular basis, that the amount of fixed
remuneration paid to corporate officers is positioned correctly in
relation to the market by using benchmarks relating to Directors
of SBF80 companies and those companies with equivalent stock
market capitalisation to that of Foncière des Régions, supplemented by French and European sector-based research. As a
matter of principle, the Board is keen only to review this remuneration at regular intervals and on fixed expiry dates, increases
normally being associated with events affecting the company.
For 2014, the criteria for awarding the variable portion of the
Chief Executive Officer’s remuneration were set as follows:
ww
70% for quantitative targets relating to recurring net income
per share, net revalued assets per share, a strategic shift in
focus on the portfolio and improving its quality, development
projects, strengthening of German residential and hotels in
Europe
The Chief Executive Officer’s fixed salary was, therefore, set
in January 2011, at the commencement of his term of office, at
€540,000. It remained unchanged in 2012, 2013 and 2014.
Foncière des Régions
ww
30% for qualitative targets relating to management, leadership
of European teams and CSR policy.
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On 11 February 2015, the Appointments and Remunerations Committee reviewed all these criteria using precise analytical frameworks,
and recorded the following levels of attainment for each objective:
Actual
(in €K)
% of
bonus
Min.
Target
Max.
(as a %
of target)
(in €K)
EPRA RNI/share
15%
0
81
122
115%
93
EPRA NAV/share
15%
0
81
122
88%
71
40%
0
216
324
140%
302
30%
0
162
243
140%
227
100%
0
540
810
128%
694
Chief Executive Officer
Quantitative =
70% of the
variable
Strategic shift in focus on portfolio and quality improvement:
improving environmental performance, arbitration of
non-strategic activities and non-core assets, location
Pipeline of real estate development – Offices France:
deliveries (details, budget), creating value, committed
projects
Reinforcement of residential in Germany of hotels in Europe:
acquisitions, partnerships
Shift in focus: cost of debt, maturity structure
Qualitative =
30% of the
variable
Management, leadership and development of France,
Germany and Italy teams
CSR policy
TOTAL
The details of these objectives cannot however be made public for reasons of confidentiality.
Consequently, the Committee made a proposal to the Board, which was then approved on 19 February 2015, that the 2014 bonus should be
paid at 128% of the target. This €694,000 variable portion represents a 10% increase compared with 2013, and is 1% lower than in 2012.
This variable remuneration of €540,000 will be paid in cash with the upside of €154,000 being paid in company shares allocated at the
end of the vesting period, in 2018.
The 2014 bonus for the Deputy General Manager was calculated as follows:
ww
80% based on quantitative targets: Recurring net income per share, net revalued assets per share (targets shared with the Chief
Executive Officer), pre-marketing of ongoing development projects and launch of new pre-marketed projects, occupancy rate of assets,
improvement of the portfolio’s energy and environment performance, asset management, disposals plan
ww
20% based on qualitative criteria: management and leadership of real estate teams, crossover Group leadership, representation of
Foncière des Régions vis-à-vis the sector and stakeholders of Foncière des Régions, leadership of the CSR policy.
On 11 February 2015, the Appointments and Remunerations Committee reviewed all these criteria using precise analytical frameworks,
and recorded the following levels of attainment for each objective:
Actual
(in €K)
% of
bonus
Min.
Target
EPRA RNI/share
15%
0
EPRA NAV/share
15%
Deputy General Manager
Quantitative =
80% of the
variable
Max.
(as a %
of target)
(in €K)
39
59
115%
45
0
39
59
88%
35
50%
0
131
197
131%
172
20%
0
52
79
125%
66
100%
0
262
393
121%
317
Marketing of development projects
Launch of turnkey rentals
Value creation on projects delivered
Occupation rate
Disposals
Acquisitions
Asset management: lease terms, changes in lease payments
Disengagement from non-strategic activities
Improvement of the portfolio’s energy performances
Qualitative =
20% of the
variable
Management, leadership of real estate teams
Internal and external representation
CSR policy
TOTAL
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The details of these objectives cannot however be made public
for reasons of confidentiality.
portion represents a 12% increase compared with 2013, and is
6% higher than in 2012.
Consequently, the Committee made a proposal to the Board,
which was then approved on 19 February 2015, that the bonus
should be paid at 121% of the target. This €317,000 variable
This variable remuneration of €262,000 will be paid in cash with
the upside of €55,000 being paid in company shares allocated at
the end of the vesting period, in 2018.
The tables below give a summary of the fixed and variable remuneration paid to each corporate officer for 2014, along with a 2013
comparison.
TABLE 2
2014 fiscal year
2013 fiscal year
Amounts due
for 2013
Amounts paid
in 2013
Amounts due
for 2014
Amounts paid
in 2014
540,000
540,000
540,000
540,000
630,000
700,000
694,000
630,000
0
0
0
0
Attendance fees
67,942
67,942
65,500
65,500
Benefits in kind (company car, GSC type unemployment insurance, etc.)
46,431
46,431
46,739
46,739
1,284,373
1,354,373
1,346,239
1,282,239
Executive corporate officer name and function
Christophe Kullmann, Chief Executive Officer
Fixed remuneration
Annual variable remuneration
(1)
Multiannual variable remuneration
Extraordinary remuneration
TOTAL
The variable portion of €700,000 due for 2012 was made up of €540,000 paid in cash in 2013 and 3,668 bonus shares allocated in 2013.
The variable portion of €630,000 due for 2013 was made up of €540,000 paid in cash in 2014 and 2,065 bonus shares allocated in 2014.
The variable portion of €694,000 due for 2014 was made up of €540,000 paid in cash in 2015 and 2,263 bonus shares allocated in 2015.
(1)
The remuneration component paid in cash has thus not increased from 2013 to 2014.
The overall fixed and variable remuneration increased by 4.8%, this increase was paid in the form of a bonus share allocation for the
upside part of the bonus, with these shares being delivered in 2018.
TABLE 2
2014 fiscal year
2013 fiscal year
Executive corporate officer name and function
Olivier Estève, Deputy Chief Executive
Amounts due
for 2013
Amounts paid
in 2013
Amounts due
for 2014
Amounts paid
in 2014
Fixed remuneration
346,014
346,014
350,004
350,004
Annual variable remuneration(1)
283,000
300,000
317,000
283,000
0
0
0
0
Multiannual variable remuneration
Extraordinary remuneration
0
9,500
0
0
Attendance fees
36,199
36,199
9,300
9,300
Benefits in kind (company car, GSC type unemployment insurance)
17,785
17,785
36,405
36,405
682,998
709,498
712,709
678,709
(2)
TOTAL
The variable portion of €300,000 due for 2012 was made up of €244,000 paid in cash in 2013 and 1,283 bonus shares allocated in 2013.
The variable portion of €283,000 due for 2013 was made up of €263,000 paid in cash in 2014 and 459 bonus shares allocated in 2014.
The variable portion of €317,000 due for 2014 was made up of €262,000 paid in cash in 2015 and 808 bonus shares allocated in 2015.
(2)
Incentive component and company contribution (last paid in 2013 for 2012).
(1)
The remuneration component paid in cash has thus not increased from 2013 to 2014.
The overall fixed and variable remuneration increased by 4.4%, this increase was paid in the form of a bonus share allocation for the
upside part of the bonus, with these shares being delivered in 2018.
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Aldo Mazzocco, Deputy CEO Italy of Foncière des Régions, earns
fixed and variable remuneration from Beni Stabili as CEO of
this company. The remuneration is determined by the Board of
Directors of Beni Stabili, on the basis of a proposal put forward
by the Beni Stabili Appointments and Remunerations Committee.
It is detailed below.
TABLE 2
Executive corporate officer name and function
Aldo Mazzocco, CEO of Beni Stabili
Deputy CEO of Foncière des Régions
Remuneration paid by Beni Stabili
2014 fiscal year
2013 fiscal year
Amounts due
for 2013
Amounts paid
in 2013
Amounts due
for 2014
Amounts paid
in 2014
Fixed remuneration
484,000
484,000
484,000
484,000
Annual variable remuneration
270,000
270,000
270,000
270,000
Multiannual variable remuneration
0
0
0
0
Extraordinary remuneration
0
0
0
0
106,000
106,000
106,000
106,000
Attendance fees
Benefits in kind (company car and accommodation)
TOTAL
59,263
59,263
61,460
61,460
919,263
919,263
921,460
921,460
This remuneration remained stable between 2013 and 2014.
1.14.1.2.3. Long-term incentive plan
ww
this delay, suggested by the Appointments and Remunerations
Committee, makes it possible to award shares contingent on
the achievement of operational results and the achievement
of individual targets, and to determine performances also in
consideration of the closing of the accounts for year N
As regards the long-term incentive (LTI) component of the
remuneration, on 19 February 2015, the Appointments and
Remunerations Committee proposed to the Board of Directors,
which approved the proposal, that performance-based bonus
shares be allocated under the following conditions:
ww
in setting this annual allocation period for share awards to
corporate officers, the Appointments and Remunerations
Committee has made it possible to avoid any windfall effect
through any share price volatility.
ww
the share vesting period shall be three years in France and
four years in Italy, counting from the date of the Board’s
allocation decision
This long-term incentive plan has the following aims as regards
the recipients of the shares:
ww
the share retention period shall be two years in France,
starting from the time of their vesting. In Italy, beneficiaries
shall not be subject to any mandatory share retention period.
ww
employee retention: shares are not definitively allocated until
the end of the vesting period, on the condition that beneficiaries
are still employed by the company
The principles used to award performance shares to corporate
officers are as follows:
ww
motivation and involvement: share values ultimately depend
on the company’s performance in its sector, which is reflected
in the share price
ww
the allocation of bonus shares is a long-term incentive plan
comprising a third component of remuneration, in addition to
the fixed and variable portions of salary
ww
alignment of Director’s interests with those of the shareholders: shares are only definitively allocated if the performance
criteria are met.
ww
for executive officers, the LTI for year-N is awarded once the
accounts are closed, at the start of year N+1
100% of share awards are subject to the following performance criteria, each analysed over the three-year vesting period, given that the
number of shares awarded, subject to performance requirements, may not exceed the number listed at the time of allocation:
50%
Presence requirement and market performance condition:
wwOverall stock market performance of Foncière des Régions in relation to the EPRA index, defined as the change in
the share price over the reference period, taking account of all dividends or interim dividends (gross) reinvested on
the distribution date or other distributions reinvested on the distribution date.
wwThe performance rate will be applied to the number of shares.
50%
Presence requirement and internal performance condition not affected by the market:
wwThe number of performance shares is weighted by a coefficient corresponding to the average rate of achievement of
the bonus objectives between the year of allocation and the year preceding the acknowledgement of the achievement
of the performance target.
wwThis average performance rate will be applied to the target number of shares.
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These conditions combine external and internal performances,
thus providing shareholders with assurances that:
Committee to suggest to the Board that the number of shares
allocated be decreased.
ww
that Directors’ long-term remuneration is directly linked to
Foncière des Régions’ stock market performance
The number of performance shares awarded to corporate officers
accounted for 15% of all shares awarded for 2014 within the
Group.
ww
it is also linked to the company’s operating performance:
bonuses are in fact linked on a yearly basis to targets for
meeting budgets, implementing the strategy, growth of indicators, the financial policy, etc.
Corporate officers receiving performance shares have entered
into a formal undertaking not to hedge their risk.
Also, the performance conditions for shares subject to said conditions for the first time in 2015, were reviewed. The Appointments
and Remunerations Committee noted that the overall stock
market performance of Foncière des Régions exceeded that of
the EPRA Eurozone index, and that the attainment rate of these
targets over the period exceeded the target, both for Christophe
Kullmann and Olivier Estève. Therefore, all shares allocated
in February 2012 (8,900 shares for Christophe Kullmann and
5,000 shares for Olivier Estève) were received in February 2015.
The LTI 2014 distributed in February 2015 took place in line with
all of these principles.
The number of shares allocated is as follows:
ww
Christophe Kullmann: 13,000 performance shares (potentially
amounting to a maximum of 0.02% of capital)
ww
Olivier Estève: 7,000 performance shares (potentially amounting to a maximum of 0.01% of capital)
ww
Aldo Mazzocco: 5,500 performance shares (potentially amounting to a maximum of 0.009% of capital).
Finally, it is noted that since 2008, the Board of Directors, on
the recommendation of the Appointments and Remunerations
Committee, has put an end to schemes for allocation of stock
options that were previously activated in parallel with the
schemes for allocation of bonus shares.
The number of shares awarded is lower than the 2013 LTI allocated in 2014 (15,000, 8,000 and 6,000, respectively). This drop is
due to the rise in the Foncière des Régions share price of 39%
in one year, which led the Appointments and Remunerations
The overall remuneration of corporate officers including LTI is shown in the table below.
TABLE 1(1)
2014 fiscal year
2013 fiscal year
Executive corporate officer name and function
Christophe Kullmann, Chief Executive Officer
Remuneration (detailed in table 2)
Value of the multiannual variable remuneration allocated
during the fiscal year
Value of options granted during the year
(detailed in table 4)
Value of the performance shares allocated
(detailed in table 6)(2)
TOTAL
Amounts due
for 2013
Amounts paid
in 2013
Amounts due
for 2014
Amounts paid
in 2014
1,284,373
1,354,373
1,346,239
1,282,239
0
0
0
0
None
None
None
None
490,350
440,748
663,650
490,350
1,774,723
1,795,121
2,009,889
1,772,589
Since the allocation of performance shares granted for year N is delayed until N+1, for the sake of the accuracy and completeness of the information
provided, table 1 distinguishes between allocations paid and those due for each fiscal year.
(2)
Share valuations do not include any bonuses paid in bonus shares which are already included, where appropriate, in table 2.
(1)
N.B.: share valuations are calculated by an independent expert.
The overall remuneration for 2014 paid to the Chief Executive Officer, including all of these components (€2,010,000) is below the average
(€2,359,000) paid to the top executive directors of SBF 80 companies.
Since the start of the term of office, i.e. from 2011 to 2014 inclusive, the cash part of the remuneration remained stable. The par-value
increase from 2013 to 2014 affected the non-cash and long term part paid in performance shares. It comes from a rise in the bonus,
particularly the rise in the Foncière des Régions share price (39% in one year).
Foncière des Régions
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The tables below show the change in the cash/non-cash mix from 2013 to 2014.
2013
2014
32%
No Cash
42%
68%
No Cash
Cash
58%
Cash
Change in the fixed/variable/LTI mix between 2013 and 2014 illustrates the same phenomenon.
2013
2014
28%
37%
33%
42%
LTI
Fixed
LTI
Fixed
30%
30%
Variable
Variable
68% of the remuneration paid to the Chief Executive Officer is subject to performance conditions.
TABLE 1(1)
2014 fiscal year
2013 fiscal year
Amounts due
for 2013
Amounts paid
in 2013
Amounts due
for 2014
Amounts paid
in 2014
682,998
709,498
712,709
678,709
0
0
0
0
None
None
None
None
Value of performance shares granted during the year
(detailed in table 6)(2)
261,520
244,860
357,350
261,520
TOTAL
944,518
954,358
1,070,059
940,229
Executive corporate officer name and function
Olivier Estève, Deputy Chief Executive
Remuneration due for the fiscal year
(detailed in table 2)
Value of the multiannual variable remuneration paid
during the fiscal year
Value of options granted during the year
(detailed in table 4)
Since the allocation of performance shares granted for year N is delayed until N+1, for the sake of the accuracy and completeness of the information
provided, table 1 distinguishes between allocations paid and those due for each fiscal year.
Share valuations do not include any bonuses paid in bonus shares which are already included, where appropriate, in table 2.
(1)
(2)
N.B.: share valuations are calculated by an independent expert.
The overall remuneration for 2014 paid to the Deputy General Manager (€1,070,000) is in line with the average (€1,031,000) paid to
peers from SBF 120 companies.
The cash part of the remuneration remained stable in 2014 compared with 2013. The par-value increase from 2013 to 2014 affected the
non-cash and long-term part paid in performance shares. It comes from a rise in the bonus, particularly the rise in the Foncière des
Régions share price (39% in one year).
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The tables below show the change in the cash/non-cash mix from 2013 to 2014.
2013
2014
32%
No Cash
42%
No Cash
58%
Cash
68%
Cash
The change in the fixed/variable/LTI mix between 2013 and 2014 illustrates the same phenomenon.
2013
2014
28%
33%
LTI
37%
LTI
42%
Fixed
Fixed
30%
30%
Variable
Variable
63% of the remuneration paid to the Chief Executive Officer is subject to performance conditions.
TABLE 1(1)
2014 fiscal year
2013 fiscal year
Executive corporate officer name and function
Aldo Mazzocco, CEO of Beni Stabili
Deputy CEO of Foncière des Régions
Remuneration due for the fiscal year
(detailed in table 2)
Value of the multiannual variable remuneration paid
during the fiscal year
Value of options granted during the year
(detailed in table 4)
Value of performance shares granted during the year
(detailed in table 6)
TOTAL
Amounts due
for 2013
Amounts paid
in 2013
Amounts due
for 2014
Amounts paid
in 2014
919,263
919,263
921,460
921,460
0
0
0
0
None
None
None
None
183,960
190,900
255,255
183,960
1,103,223
1,110,163
1,176,715
1,105,420
Since the allocation of performance shares granted for year N is delayed until N+1, for the sake of the accuracy and completeness of the information
provided, table 1 distinguishes between allocations paid and those due for each fiscal year.
(1)
N.B.: share valuations are calculated by an independent expert.
The cash part of the remuneration remained stable in 2014 compared with 2013. The par-value increase from 2013 to 2014 affected the
non-cash and long term part paid in performance shares. It comes from a rise in the Foncière des Régions share price (39% in one year).
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1.14.1.2.4. Share retention obligation
for executive officers
The Afep-Medef Code recommends that performance-based
bonus shares awarded to Directors and officers be conditional
upon the purchase of a defined quantity of shares on availability
of the awarded shares. This recommendation is not applied by
Foncière des Régions. The Board has obliged corporate officers to
retain at least 50% of any shares acquired as performance shares
until the end of their terms of office, up to the limit of two years’
fixed remuneration. Given the strict nature of this obligation, the
Board considered that it was not useful to require that they buy
an amount of shares in company stock when the awarded bonus
shares became available, as the undertaking to retain the shares
is a mechanism with an equivalent effect.
The Afep-Medef Code recommends that the Board set a share
retention obligation for executive officers on bonus shares and
shares from the exercise of stock options that is sufficiently
strict so as to allow for really taking the company’s long-term
performance into account. The Board of Directors of Foncière des
Régions has set a retention obligation of 50% for performance
shares throughout the term of office, until executive officers hold
shares equivalent to two years’ worth of fixed remuneration.
Beyond that threshold, Directors and officers will again be free
to transfer shares.
The tables below show the transactions by corporate officers relating to stock options and bonus shares.
TABLE 4
SHARE SUBSCRIPTION OR PURCHASE OPTIONS GRANTED DURING THE FISCAL YEAR
TO EACH EXECUTIVE CORPORATE OFFICER
No. and
date
of plan
Type of
options
(purchase or
subscription)
Valuation of options
based on the
method used for
the consolidated
accounts
Number
of options
awarded
during
the year
Jean Laurent
None
None
None
None
Christophe Kullmann
None
None
None
None
Olivier Estève
None
None
None
None
Aldo Mazzocco
None
None
None
None
Options granted to each Company
Director by the issuer and by any
company of the Group (list by name)
Exercise
price
Exercise
period
TABLE 5
SHARE SUBSCRIPTION OR PURCHASE OPTIONS EXERCISED DURING THE YEAR BY EACH EXECUTIVE CORPORATE OFFICER
No. and date
of plan
Type of option
(purchase or
subscription)
Exercise
price
Jean Laurent
None
None
None
Christophe Kullmann
None
None
None
Olivier Estève
None
None
None
Aldo Mazzocco
None
None
None
Options exercised by executive officers (list by name)
Foncière des Régions
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TABLE 6
PERFORMANCE SHARES ALLOCATED TO EACH CORPORATE OFFICER(1)
Performance shares awarded
during the year to each executive
Company Officer by the issuer and
by any company in the Group
(list of names)
Plan date
Number
of shares
allocated
during
the year(1)
Valuation of
shares by the
method used
for consolidated
accounts(2)
None
None
Christophe Kullmann
26/02/2014
15,000
Christophe Kullmann
26/02/2014
Olivier Estève
26/02/2014
Olivier Estève
Aldo Mazzocco
Date of
acquisition
Date
available
€32.69
26/02/2017
26/02/2019
2,065
€43.59
26/02/2017
26/02/2019
8,000
€32.69
26/02/2017
26/02/2019
26/02/2014
459
€43.59
26/02/2017
26/02/2019
26/02/2014
6,000
€30.66
26/02/2018
26/02/2018
Jean Laurent
Performance
conditions
50% = overall stockmarket performance
compared to the EPRA
50% = attainment rate
of individual targets
For year N-1/includes the upside of the bonus, paid in shares.
(2)
Value of the share calculated by an independent expert.
(1)
TABLE 7
PERFORMANCE SHARES BECOMING AVAILABLE DURING THE YEAR FOR EACH EXECUTIVE CORPORATE OFFICER
Bonus shares becoming available for corporate officers
(list of names)
Plan date
Jean Laurent
Number of shares
available during
the fiscal year
Vesting
conditions(1)
Date
of allocation
None
Christophe Kullmann
21/02/2011
8,236
N/A
21/02/2014
Olivier Estève
21/02/2011
3,795
N/A
21/02/2014
Aldo Mazzocco
10/03/2010
2,700
N/A
10/03/2014
(1)
Latest plan without performance conditions.
1.14.1.2.5. Plurality of employment contract
and holding office
1.14.1.2.6. End-of-service compensation
After the abandonment without compensation of their employment contracts, which provided for the payment of a severance
compensation in the event of forced departure, the Board of
Directors proposed implementing an end-of-service compensation for the Chief Executive Officer and the Deputy General
Manager in France.
Pursuant to the Afep-Medef recommendation, which specifies
that: ”when a Director becomes a corporate officer of the
company, [it is recommended] that their employment contract
with the company be terminated, or that they resign”, the employment contract of Christophe Kullmann was terminated, by joint
agreement between Foncière des Régions and Mr Kullmann, on
26 November 2008, without payment of any compensation.
Such compensation would be paid only in the event of forced
departure due to a change of control or a change of strategy,
which would exclude cases in which they were to leave the
company at their own initiative, change functions within the Group
or be able to claim their retirement rights in short order.
Christophe Kullmann has since that date received GSC unemployment insurance.
He also has supplementary group mutual insurance covering
health-care expenses. He does not benefit from the Group
Incentive Plan.
On 5 December 2014, to meet the recommendations of the AfepMedef Code, the Board of Directors decided henceforth to exclude
the long-term incentive plan (paid in performance shares) from
the base for calculating the compensation amount.
Similarly, the employment contract with Olivier Estève, Deputy
General Manager, was terminated on 1 November 2012, without
payment of compensation. Since that date, he also benefits from
GSC unemployment insurance, as well as supplementary group
mutual insurance covering health-care expenses. He benefitted
for the last time in 2013 from the Group’s 2012 incentive plan.
Foncière des Régions
1.14.1.2.6.1. Theoretical compensation amount
Thus the theoretical compensation amount would be equal to
12 months’ total remuneration including the fixed salary and the
variable part, plus one month’s additional remuneration per year
of service at the company including all roles, it being understood
that the current remuneration system does not include payment
of an exceptional bonus.
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1.14.1.2.6.2. Performance criteria
In any case, although the exceeding of one of the two fractions
of the compensation may compensate for a possible deduction
from the other fraction, the total amount of the end-of-service
benefit is capped at two years of total remuneration. This cap
rule applies to all forms of severance pay and includes any other
compensation paid for any other reason at the end of a term
of office, it being specified that the Chief Executive Officer and
Deputy General Manager shall not receive any remuneration from
Foncière des Régions other than that paid for their term of office.
In accordance with the provisions of Article L. 225-42-1 of the
French Commercial Code and the recommendations of the AfepMedef Code, this compensation is subject to demanding internal
and external performance conditions:
ww
50% of the theoretical compensation amount is linked to
the change in NAV over the last three fiscal years prior to
the cessation of functions: if the change in the EPRA NAV of
Foncière des Régions is below 25% of the average for real
estate companies in the EPRA index, the fraction of the severance pay linked to this criterion will not be paid. Otherwise, the
theoretical amount of this fraction of the compensation will be
adjusted by the variation in the NAV for the period considered
As a result of the performance criteria listed above being set,
the Board will be able to reflect on the severance pay and
the target and actual performance of the Chief Executive and
Deputy Chief Executivee, where appropriate. Since the targets
that are the conditions for payment of the variable portion are
themselves linked to operational performance, staying within
budgets and implementing strategy, the compensation paid
cannot help but be proportional to the results obtained, thus
more fully meeting the requirements of the recommendations
made by the Afep-Medef Code.
ww
50% of the theoretical compensation amount is linked to the
achievement of target performance during the three years prior
to the termination of office. The criteria for allocation of the
target bonus are reviewed every year by the Appointments and
Remunerations Committee, based on ambitious operational
and strategic targets. Their achievement is assessed according
to a table of preset criteria. If the average rate of fulfilment of
the objectives over the last three years is less than 80%, the
fraction of the severance pay linked to that criterion is not paid.
Otherwise, the amount of the theoretical compensation will be
adjusted by the average of the coefficients of achievement of
the last three variable portions.
The compensation payable to the Chief Executive Officer and
Deputy General Manager were approved in their current version
by the Board of Directors on 5 December 2014, and will be
submitted to a vote by the shareholders at the General Meeting
to be held on 17 April 2015, when voting on Resolutions 5 and 6
will take place.
The amount and the conditions for awarding this compensation
were disclosed on 15 December 2014.
1.14.1.2.7. Supplementary pension scheme
No Company Officer within the Group benefits from a specific defined benefits or defined contributions retirement scheme offered by
the company.
The table below shows the situations of the executive officers.
TABLE 10
Employment contract
Corporate officers
Yes
No
Supplementary
pension scheme
Yes
No
Compensation or benefits
due or likely to be due by
reason of cessation of or
change in position
Yes
No
Compensation for
non-competition clause
Yes
No
Jean Laurent
Start of term of office:
31 January 2011
x
x
Christophe Kullmann
Start of term of office:
31 January 2011
x
x
x
x
Olivier Estève
Start of term of office:
31 January 2011
x
x
x
x
Aldo Mazzocco
Start of term of office:
31 January 2011
x
x
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1.14.2. Gross remuneration for members of the Board of Directors
Attendance fees represent the portion of the remuneration
awarded to members of the Board of Directors for attending the
meetings of the Board and the specialised Committees.
Taking into account a benchmark at companies comparable to
Foncière des Régions, the General Meeting held on 31 January
2011 set an overall budget of €500,000 as part of the implementation of the company’s new Governance policy.
The amount actually paid breaks down into a fixed annual amount and a variable portion, which takes into account the actual attendance
of each member. The table below provides a detailed breakdown:
Board of Directors
Fixed annual portion allocated to the Chairman
€10,000
Fixed annual portion allocated to each member
€6,000
Variable portion for attendance allocated to the Chairman and to each member for every meeting that is attended
€3,000
Special Committees
Fixed annual portion allocated to the Chairman of the Audit Committee and the Strategic and Investment Committee
€6,000
Fixed annual portion allocated to the Chairman of the Appointments and Remunerations Committee
€5,000
Fixed annual portion allocated to each member of the Committees
€3,000
Variable portion for attendance allocated to the Chairman and to each member of the Strategic and Investment
Committee and of the Appointments and Remunerations Committee, every time a meeting is attended
€2,000
Variable portion for attendance allocated to the Chairman and to each member of the Audit Committee, every time a
meeting is attended
€3,000
The gross amount for attendance fees allocated in 2014 to members of the Board for their participation in its work and in the special
Committees amounted to €453,000, given that Christophe Kullmann waived all his attendance fees. The table below provides a detailed
breakdown by board member:
2014 gross attendance
fees paid in €
2014 net attendance
fees paid in €
Jean Laurent
31,000
31,000
Leonardo Del Vecchio
27,000
18,900
ACM Vie represented by Catherine Allonas Barthe
21,000
21,000
Aterno represented by Romolo Bardin
39,000
30,810
Jean-Luc Biamonti
48,000
37,920
GMF Vie represented by Lionel Calvez
44,000
44,000
Bertrand de Feydeau
42,000
26,670
Sergio Erede
38,000
30,020
Predica represented by Jérôme Grivet
41,000
26,035
Pierre Vaquier
38,000
24,130
Micaela Le Divelec Lemmi
33,000
26,070
/
/
Sylvie Ouziel
32,000
20,320
Sigrid Duhamel
19,000
12,065
453,000
348,940
Board and Committee members
Christophe Kullmann
TOTAL
Tax levies (withheld at source, mandatory 21% deduction at source and 15.5% social security contributions), totalling €104,060 were
paid by the company direct to the tax authorities.
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TABLE SHOWING OTHER ATTENDANCE FEES (EXCLUDING ATTENDANCE FEES PAID BY FONCIÈRE DES RÉGIONS) AND OTHER
REMUNERATION EARNED BY CORPORATE OFFICERS WHO ARE NOT DIRECTORS (IN €)
Amounts paid during
2013
Non-executive corporate officers(1)
Amounts paid during
2014
Jean Laurent
Attendance fees (Beni Stabili)
Other remuneration
51,742
50,000
375,000
369,000
57,742
56,000
7,200
7,700
139,975
140,054
6,612
4,700
638,271
627,454
Leonardo Del Vecchio(2)
Attendance fees (Beni Stabili)
Other remuneration
Bertrand de Feydeau
Attendance fees (Foncière Développement Logements)
Other remuneration (Foncière Développement Logements)
Catherine Allonas Barthe (permanent representative of ACM Vie)
(3)
Attendance fees (Foncière des Murs – Foncière Développement Logements
until September 2013)
Other remuneration
TOTAL
This table only takes into account corporate officers who were not Directors in 2014.
(2)
These attendance fees gave rise to tax levies.
(3)
The attendance fees were paid to the company in its capacity as Director, not to its permanent representative.
(1)
The members of the Board of Directors and Committees are also entitled to reimbursement for travel expenses and costs incurred
from attending Board and Committee meetings, upon producing supporting documents.
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1.14.3. Corporate officers’ terms of office and functions
In accordance with the provisions of Article L. 225-102-1 par. 4 of the French Commercial Code, please find below a list of all offices and
functions exercised in all companies, in France and abroad, by each of the company’s corporate officers in 2014.
1.14.3.1. List of offices and functions exercised by members of the General Management
Christophe Kullmann
Born 15 October 1965 in Metz (57)
French national
Business address: 30, avenue Kléber – 75116 Paris
Main function:
CEO of Foncière des Régions
Chairman of the Strategy Committee:
Biography:
ww
FDM Management SAS (since 5 December 2014)
Christophe Kullmann, who has a postgraduate degree (DEA)
in management, is the Chief Executive Officer of Foncière des
Régions. He was the force behind the development of Foncière
des Régions, the leading Office real estate developer in Europe
in terms of the size of its portfolio.
Member of the Supervisory Board:
ww
Immeo AG (formerly Immeo Wohnen GmbH), a German
company
Director:
ww
Foncière Développement Logements – FDL SA (public
company), Beni Stabili S.p.A. SIIQ (Italian public company)
Christophe Kullmann has spent his whole career in the real
estate industry.
He was in charge of financial management at Immobilière
Batibail, a publicly traded real estate development company,
from 1992 until its merger in 1999 with Foncière Gecina, where
he was also charged with its financial management.
Manager:
He joined Foncière des Régions in 2001 and, until 31 January
2011, was Chairman of the General Management.
Legal representative of Foncière des Régions, Chairman:
ww
GFR Kléber SARL
Permanent representative of Urbis Park, Director:
ww
BP 3000 SA
ww
Technical SAS
Christophe Kullmann has also been Chairman of the French
real estate companies federation (FSIF) since 2012.
Legal representative of Foncière des Régions, Manager:
ww
SCI Esplanade Belvédère II, SCI Raphaël, SCI Le Ponant
1986, SCI Omega A, SCI Omega C, SCI Ruhl Côte d’Azur, SCI
Latécoère, SCI Latécoère 2, SCI place de l’Europe
Number of shares held at 31 December 2014: 26,844 (as well
as 24,000 beneficially-owned shares following a bare ownership
transfer)
Member of the Audit Committee:
ww
Foncière des Murs SCA (public company)
Member of the Appointments and Remunerations Committee:
Offices held within Foncière des Régions group:
ww
Foncière Développement Logements – FDL SA (public
company)
Chief Executive Officer
Date of appointment: 31 January 2011
Offices held outside the Foncière des Régions group:
Date of re-appointment: 1 January 2015
Chairman of the Board of Directors:
Date of expiration of the term of office: 31 December 2018
ww
FSIF (Trade association)
Director
Member of the executive board:
Date of appointment: 25 April 2012
ww
EPRA
Date of expiration of the term of office: General Meeting in 2016
to approve the financial statements for the fiscal year ending
31 December 2015
Terms of office expired within the last five fiscal years:
Chairman of the General Management:
Other offices held within the Foncière des Régions group:
ww
Foncière des Régions SA (public company – form changed
in 2011)
Chairman of the Supervisory Board:
Chairman:
ww
FDR 3 SAS (ended in 2013), FDR 2 SAS (ended in 2012)
ww
Foncière des Murs SCA (public company)
Foncière des Régions
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Director:
Legal representative of Foncière des Régions, Manager:
ww
IEIF (Association) – until April 2014), IPD France SAS (ended
in 2013), Electron GIE (ended in 2011), GFR Property SAS, now
Foncière des Régions Property SNC (ended in 2010)
ww
SCI Tostel (until 30 June 2014), SCI du 32/50 Rue Parmentier
(until 31 March 2014), SCI Esplanade Belvédère III (end in 2011),
SCI Mareville (ended in 2011), SCI Toulouse Blagnac (ended
in 2010)
Member of the Supervisory Board:
Legal representative of Foncière des Régions, Chairman of GFR
Blériot, Manager:
ww
Foncière Europe Logistique SCA (ended in 2012)
Legal representative of Foncière des Régions, Manager:
ww
SCI du 1 Rue de Verdun (until 4 June 2014), SCI du 15 Rue des
Cuirassiers (until 4 June 2014), SCI du 288 Rue Duguesclin
(until 4 June 2014), SCI du 20 Avenue F. Mistral (ended in 2010)
ww
FSIF (Trade association) – ended in 2012)
Legal representative of Foncière des Régions, Chairman:
ww
GFR Blériot SAS (until 4 June 2014), GFR Externalisation SAS
(ended in 2012), SAS Coetlosquet (ended in 2011), SAS Quai de
Dion Bouton (ended in 2011), Urbis Paris Services SAS (ended
in 2010)
Permanent representative of FDR 3, member of the Supervisory
Board:
ww
Altarea SCA (public company – ended in 2012)
Olivier Estève
Born 18 September 1964 in Algiers – Algeria
French national
Business address: 30, avenue Kléber – 75116 Paris
Main function:
Deputy CEO of Foncière des Régions
Director:
Biography:
ww
Ulysse Trefonds SA (Belgian company), Sunparks Trefonds SA
(Belgian company), Iris Tréfonds SA (Belgian company)
Olivier Estève is a graduate of École Spéciale des Travaux
Publics (ESTP).
Chairman of the Investment Committee:
Between 1990 and 2001, he held various positions within Groupe
Bouygues: Business Manager, then Development Director for
the general management subsidiary SB-Ballestrero.
ww
Urbis Paris SA, Foncière des Murs SCA (public company)
Permanent representative of FDR 2, Director:
ww
Foncière Développement Logements – FDL SA (public
company)
He joined Foncière des Régions in September 2002. He was
Real Estate Director responsible for Major Commercial
Property Development Projects. Member of the General
Management until 31 January 2011. He then became Deputy
General Manager in charge of the Offices, Logistics and Car
Parks businesses.
Member of the Supervisory Board:
ww
Foncière des Murs SCA (public company)
Manager:
ww
Foncière des Régions Développement SNC, GFR
Ravinelle SARL, Euromarseille Invest EURL, SCI Euromarseille
1, SCI Euromarseille 2, FDR 4 EURL, FDR 5 EURL, FDR 6
EURL, FDR 7 EURL, Fédération EURL, BGA Transaction SARL,
Foncière Electimmo SARL, Foncière Margaux SARL, SARL du
25-27 quai Félix faure, SARL du 2 rue Saint Charles, SARL du
106-110 rue des Troenes, SARL du 11 rue Victor Leroy, Télimob
Paris SARL, Imefa 127 SCI, SCI Atlantis, Eurl Languedoc
34, SCI Pompidou Metz, SNC Palmer Plage, SNC Palmer
Transactions, SNC Foncière Palmer, SCI Palmer Montpellier,
SCI Dual Center, Lenopromo SNC, GFR Blériot SARL (since
4 June 2014), SCI Charenton (since 26 September 2014),
Latepromo SNC (since 22 December 2014)
Number of shares held at 31 December 2014: 23,045
Offices held within Foncière des Régions group:
Deputy General Manager
Date of appointment: 31 January 2011
Date of re-appointment: 1 January 2015
Date of expiration of the term of office: 31 December 2018
Other offices held within the Foncière des Régions
group:
Legal representative of Foncière des Régions, Manager:
ww
SCI Lenovilla, SCI Meudon Saulnier
Chairman:
Legal representative of Fédération, Manager:
ww
FDR 2 SAS, GFR Services SAS, Foncière Europe Logistique SAS
ww
Federimmo SCI
Chairman of the Board of Directors:
Legal representative of Telimob Paris SARL, Manager:
ww
Urbis Park SA, BP 3000 SA, Office CB 21 SPPICAV
Foncière des Régions
ww
Telimob Est SNC, Telimob Nord SNC, Telimob Ouest SNC,
Telimob Paca SNC, Telimob Paris SNC, Telimob Rhône-Alpes
SNC, Telimob Sud-Ouest SNC
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Legal representative of Foncière Margaux, Manager:
Permanent representative of SAS Coetlosquet, Director:
ww
SCI du 10 bis et 11 à 13 allée des Tanneurs (since 31 December
2014), SCI du 125 avenue du Brancolar (since 31 December
2014), SCI du 1630 Avenue De La Croix Rouge (since
31 December 2014), SCI du 32 avenue P. Grenier (since
31 December 2014), SCI du 20 avenue Victor Hugo (since
31 December 2014) – SCI du 11 avenue de Sully (since
31 December 2014), SCI du 682 cours de la Libération
(since 31 December 2014), SCI du 3 place A. Chaussy (since
31 December 2014), SCI du 1 rue de Châteaudun (since
31 December 2014), SCI du 57/59 rue du Commandant
R. Mouchotte (since 31 December 2014), SCI du 9 rue des
Cuirassiers (since 31 December 2014), SCI du 35/37 rue
Louis Guérin (since 31 December 2014), SCI du 2 rue de
l’Ill (since 31 December 2014), SCI du 8 rue M. Paul (since
31 December 2014), SCI du 40 rue Jean-Jacques Rousseau
(since 31 December 2014), SCI du 2 rue de Verdun (since
31 December 2014)
ww
Foncière Développement Logements – FDL SA (public
company – ended in 2011)
Legal representative of GFR Blériot, Manager:
ww
Telimob Est SNC (end in 2010)
Manager:
ww
SCI 11 Place de l’Europe (ended in 2013), FR IMMO SARL
(ended in 2013), SNC Late (ended in 2012), SNC Latécoère
(ended in 2012), SARL du 174 Av. de la République (ended
in 2012), Bionne SARL (ended in 2011), Telimob Pivot SARL
(ended in 2011), Financière Palmer SARL (ended in 2011),
Akama SARL (ended in 2011), Telimob Est SARL (ended in
2010), Telimob Nord SARL (ended in 2010), Telimob Ouest SARL
(ended in 2010), Telimob PACA SARL (ended in 2010), Telimob
Rhône-Alpes SARL (ended in 2010), Telimob Sud-Ouest SARL
(ended in 2010), Imefa 106 SCI (ended in 2010)
Legal representative of Telimob Paris SARL, Manager:
ww
Telimob Transaction SNC (end in 2012)
Legal representative of Telimob Est SARL, Manager:
ww
SCI du 15 rue des Cuirassiers (since 4 June 2014), SCI du
288 rue Duguesclin (since 4 June 2014)
Legal representative of Telimob Paca SARL, Manager:
ww
Telimob Paca SNC (ended in 2010)
Legal representative of SCI Euromarseille 1, Manager:
Legal representative of Telimob Ouest SARL, Manager:
ww
SCI Euromarseille BL, SCI Euromarseille BI, SCI Euromarseille
BH, SCI Euromarseille BH2
ww
Telimob Ouest SNC (end in 2010)
Legal representative of Telimob Nord SARL, Manager:
Legal representative of SCI Euromarseille 2, Manager:
ww
Telimob Nord SNC (end in 2010)
ww
SCI Euromarseille PK, SCI Euromarseille M, SCI Euromarseille H
Legal representative of Telimob Rhône-Alpes SARL, Manager:
Offices held outside the Foncière des Régions group:
ww
Telimob Rhône-Alpes SNC (end in 2010)
None
Legal representative of Telimob Sud-Ouest SARL, Manager:
Terms of office expired within the last five fiscal years:
Legal representative of Foncière Electimmo, Manager:
Member of the General Management:
ww
SCI du 10 bis et 11 à 13 allée des Tanneurs (until 31 December
2014), SCI du 125 avenue du Brancolar (until 31 December 2014),
SCI du 1630 Avenue De La Croix Rouge (until 31 December
2014), SCI du 32 avenue P. Grenier (until 31 December 2014),
SCI du 20 avenue Victor Hugo (until 31 December 2014),
SCI du 11 avenue de Sully (until 31 December 2014), SCI du
682 cours de la Libération (until 31 December 2014), SCI du
3 place A. Chaussy (until 31 December 2014), SCI du 1 rue
de Châteaudun (until 31 December 2014), SCI du 57/59 rue
du Commandant R. Mouchotte (until 31 December 2014),
SCI du 9 rue des Cuirassiers (until 31 December 2014),
SCI du 35/37 rue Louis Guérin (until 31 December 2014),
SCI du 2 rue de l’Ill (until 31 December 2014), SCI du 8 rue
M. Paul (until 31 December 2014), SCI du 40 rue Jean-Jacques
Rousseau (until 31 December 2014), SCI du 2 rue de Verdun
(until 31 December 2014), SCI du 2 boulevard Docteur Cattenoz
(ended in 2013), SCI du 4 Rue I. Newton (ended in 2013), SCI
du 8 rue de Bouteville (ended in 2013), SCI du 13 rue J. Monod
(ended in 2012), SCI du 8/10 promenade du Fort (ended in
2012), SCI du 46 boulevard Saint Antoine (ended in 2012)
ww
Télimob Sud-Ouest SNC (ended in 2010)
ww
Foncière des Régions SA (public company – form changed in
2011)
Chairman of the Board of Directors:
ww
SPM – Maintenance SA (ended in 2011)
Chairman of the Supervisory Board:
ww
Foncière Europe Logistique SCA (form changed in 2012)
Director:
ww
Electron GIE (ended in 2011), Beni Stabili S.p.A. SIIQ (Italian
public company – ended in 2013)
Legal representative of Akama, Manager:
ww
SNC Cortone (ended in 2011), SNC Latécoère (ended in 2011),
SNC Caudron (ended in 2011), SNC Late (ended in 2011)
Permanent representative of Foncière des Régions, member of
the Supervisory Board:
ww
Altarea SCA (public company – ended in 2013), Foncière des
Murs SCA (public company – ended in 2011)
Legal representative of Foncière des Régions, Manager:
Legal representative of GFR Blériot, Manager:
ww
Technical Property Fund 1 SPPICAV (until 15 December 2014)
ww
SCI du 1 rue de Verdun (from 30 June 2014 to 30 June 2014)
Permanent representative of FDR 3, Director:
Chairman:
ww
Foncière Développement Logements – FDL SA (public
company – ended in 2013)
ww
FDR 8 SAS (ended in 2012), Foncière des Régions
Développement SAS (form changed in 2013)
Liquidator:
ww
Electron GIE (end in 2011)
Foncière des Régions
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Aldo Mazzocco
Born 2 September 1961 in Harare (Zimbabwe)
Italian national
Business address: Via Piemonte n. 38, 00187 Rome (Italy)
Main function:
CEO of Beni Stabili S.p.A. SIIQ
Biography:
Offices held outside the Foncière des Régions group:
Aldo Mazzocco is an Engineering graduate from the University
of Padua. He has an MBA from Bocconi University in Milan. He
currently serves as CEO of Beni Stabili.
ww
Assoimmobiliare (foreign company)
Chairman:
Member of the Board of Directors:
ww
EPRA (foreign company)
Number of shares held at 31 December 2014: 9,200
Member:
Offices held within Foncière des Régions group:
ww
Assonime (foreign company), Bocconi University Advisory
Group (foreign company)
Deputy General Manager
Director:
Date of appointment: 31 January 2011
ww
Beni Stabili Property Services SpA (foreign company)
Date of re-appointment: 1 January 2015
Terms of office expired within the last five fiscal years:
Date of expiration of the term of office: 31 December 2018
Member:
Other offices held within the Foncière des Régions group:
ww
Venezia Architecture University Advisory Group (foreign
company)
Deputy CEO:
Vice-Chairman:
ww
Beni Stabili SpA SIIQ (foreign public company)
ww
Aspesi (foreign company)
Director:
Member of the General Management:
ww
Beni Stabili Development Milano Greenway SpA (foreign
company)
ww
Foncière des Régions SA (public company – form changed in
2011)
Chairman:
Director:
ww
Beni Stabili Gestioni SpA SGR (foreign company)
ww
Imser Srl (foreign company)
Foncière des Régions
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1.14.3.2. List of offices and functions exercised by members of the Board of Directors
Jean Laurent
Born 31 July 1944 in Mazamet (81200)
French national
Business address: 3, allée Beau-Site, 92150 Suresnes
Main function:
Chairman of the Board of Directors of Foncière des Régions
Biography:
Other offices held within the Foncière des Régions group:
Jean Laurent is a graduate of the École Nationale Supérieure
de l’Aéronautique (1967) and holds a Master of Science from
Wichita State University.
ww
Beni Stabili SpA SIIQ (foreign public company)
Director:
Offices held outside the Foncière des Régions group:
He has spent his entire career within the Crédit Agricole Group,
initially in the Crédit Agricole branches in Toulouse, then in
Loiret and in Paris Region where he held or supervised various
roles in retail banking.
Lead Director, Chairman of the Corporate Social Responsibility
Committee, and Chairman of the Appointments and
Remunerations Committee:
ww
Danone SA (public company)
He then joined the Caisse Nationale du Crédit Agricole, first
as Deputy CEO (1993-1999), and then as CEO (1999-2005). In
this capacity, he handled the IPO of Crédit Agricole SA (2001),
then the acquisition and integration of Crédit Lyonnais in the
Crédit Agricole group.
Vice-Chairman of the Supervisory Board, Chairman of the
Audit Committee and member of the Strategic and Investment
Committee:
ww
Eurazeo SA (public company)
He was appointed Chairman of the Board of Directors of
Foncière des Régions in 2011.
Terms of office expired within the last five fiscal years:
Director:
Number of shares held at 31 December 2014: 400
ww
Unigrains SA (ended in 2014)
Member of the Supervisory Board:
Offices held within Foncière des Régions group:
ww
M6 Television (ended in 2012)
Chairman of the Board of Directors
Director:
Member of the Strategic and Investment Committee
ww
Crédit Agricole Egypt SAE (ended in 2012)
Chairman of the Board of Directors:
Date of appointment: 31 January 2011
ww
Institut Europlace de Finance (Foundation)
Date of expiration of the term of office: General Meeting in 2015
to approve the financial statements for the fiscal year ending
31 December 2014
Foncière des Régions
Chairman:
ww
Pôle de Compétitivité Finance Innovation (Association) (ended
in 2011)
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Leonardo Del Vecchio
Born 22 May 1935 in Milan – Italy
Italian national
Business address: 24, avenue Princesse Grace – Le Roccabella, 98000 Monaco
Main function:
Director of Delfin SARL
Other offices held within the Foncière des Régions group:
Biography:
Director:
Leonardo Del Vecchio is the Chairman and founder of the
Luxottica Group, a world leader in the design, manufacturing
and distribution of eyewear, which has been listed on the
New York Stock Exchange since 1990. Since 2000, the group
has also been listed on the Milan Stock Exchange where it
holds a prominent position in the S&P/MIB index of blue chip
companies, with a market capitalisation in excess of €24 billion.
In 1986, Leonardo Del Vecchio was named ”Cavaliere del
Lavoro”, a decoration awarded by the President of Italy.
ww
Beni Stabili SpA SIIQ (foreign public company)
Offices held outside the Foncière des Régions group:
Director:
ww
Delfin SARL (foreign company), Aterno SARL (foreign company),
Luxottica Group SpA (public foreign company), Julius Baer SGR
(foreign company), GIVI Holding SpA (foreign company), Gianni
Versace SpA (foreign company)
Leonardo Del Vecchio is a Director of Gianni Versace SpA, GIVI
Holding SpA, Julius Baer SGR SpA, Beni Stabili SpA, Delfin
Sarl and Aterno Sarl.
Terms of office expired within the last five fiscal years:
Member and Vice-Chairman of the Supervisory Board:
ww
Foncière des Régions SA (public company – form changed in
2011)
Number of shares held at 31 December 2014: 1
Offices held within Foncière des Régions group:
Member and Vice-Chairman of the Board of Directors
Chairman of the Strategic and Investment Committee
Date of appointment: 31 January 2011
Date of expiration of the term of office: General Meeting in 2015
to approve the financial statements for the fiscal year ending
31 December 2014
Foncière des Régions
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ACM VIE SA
34, rue du Wacken – 67000 Strasbourg
Offices held outside the Foncière des Régions group:
Strasbourg Commercial and Trade Register TI 332 377 597
Director:
Number of shares held at 31 December 2014: 4,880,229
ww
Foncière des 6e et 7e arrdts de Paris SA (public company),
Partners Assurances SA (foreign company), ACM Ré SA
(foreign company), Agrupacio ACMI SA (foreign company)
Offices held within Foncière des Régions group:
Member of the Supervisory Board:
Director
ww
Foncière Massena SCA, SCPI CM CIC Pierre Investissement,
SCPI Crédit Mutuel Pierre 1, SCPI Selectipierre 1, SCPI
Logipierre 1, SCPI Logipierre 3
Date of appointment: 31 January 2011
Date of expiration of the term of office: General Meeting in 2015
to approve the financial statements for the fiscal year ending
31 December 2014
Terms of office expired within the last five fiscal years:
Member of the Supervisory Board:
ww
Foncière des Régions SA (public company – form changed in
2011)
Other offices held within the Foncière des Régions
group:
Director:
Member of the Supervisory Board:
ww
Korian (public company – ended in March 2014)
ww
Foncière des Murs SCA – public company
Catherine Allonas Barthe
Born 18 January 1955 in Strasbourg (67)
French national
Business address: 42, rue des Mathurins – 75008 Paris
Main function:
Deputy General Manager of ACM
Offices held outside the Foncière des Régions group:
Biography:
Chief Executive Officer:
Catherine Allonas Barthe has a master’s degree in
mathematics. She is a graduate of the École Nationale de la
Statistique et de l’Administration Économique (ENSAE), and
has served as Financial Director of Insurance at Crédit Mutuel
since 2003. In addition, she is Chief Executive Officer of ACM
Vie Mutuelle. Previously, Catherine Allonas Barthe served as
Financial Director of SOCAPI, a subsidiary of the CIC banks,
from 1992 to 2003.
ww
ACM VIE SAM
Director:
ww
CIC SA (public company)
Permanent representative of ACM Vie SA, Director:
ww
Serenis Insurance (since 7 May 2014)
Permanent representative of ACM Vie SAM, Director:
ww
Foncière de Paris (public company – cooptation in 2014), GIE
ACM, Valinvest Gestion SICAV
Number of shares held at 31 December 2014: None
Permanent representative of Pargestion 2, Director:
Offices held within Foncière des Régions group:
ww
CM CIC Asset Management SAS
Permanent representative of ACM Vie, Director
Chairman:
Member of the Strategic and Investment Committee (non-voting)
ww
Masséna Property SAS (since 31 August 2014)
Manager:
Date of appointment: 31 January 2011
ww
SCI ACM
Date of expiration of the term of office: General Meeting in 2015
to approve the financial statements for the fiscal year ending
31 December 2014
Terms of office expired within the last five fiscal years:
Permanent representative of ACM Vie SAM, member of the
Supervisory Board:
Other offices held within the Foncière des Régions group:
ww
CM CIC Asset management (ended in 2013)
None
Foncière des Régions
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ATERNO
Other offices held within the Foncière des Régions
group:
26/b, boulevard Royal, L-2449 Luxembourg
RCS Luxembourg B 122.254
None
Number of shares held at 31 December 2014: 10,239,198
Offices held outside the Foncière des Régions group:
Offices held within Foncière des Régions group:
None
Director
Date of appointment: 31 January 2011
Terms of office expired within the last five fiscal years:
Date of expiration of the term of office: General Meeting in 2015
to approve the financial statements for the fiscal year ending
31 December 2014
None
Romolo Bardin
Born 23 April 1978 in Belluno, Italy
Italian national
Business address: 26/b, boulevard Royal, L-2449 Luxembourg
Main function:
Deputy Director of Delfin SARL
Offices held outside the Foncière des Régions group:
Biography:
Deputy Director:
Romolo Bardin is a graduate of Business Management at
Ca’Foscari University in Venice. He is Financial Director of
Delfin Sàrl. Prior to that he held positions at Sunglass Hut
Europe in London, and Luxottica Group in Italy.
ww
Delfin SARL (foreign company)
Member of the Board of Directors and Chairman and Chief
Executive Officer:
Offices held within Foncière des Régions group:
ww
Aterno SARL (foreign company), DFR Holding SARL (foreign
company), DFR Investment SARL (foreign company),
Redfern SARL (foreign company), Delfin Finance SA (foreign
company), Immochapelle SA (foreign company)
Permanent representative of Aterno, Director
Terms of office expired within the last five fiscal years:
Member of the Audit Committee
Date of appointment: 31 January 2011
Permanent representative of Delfin, member of the Supervisory
Board:
Date of expiration of the term of office: General Meeting in 2015
to approve the financial statements for the fiscal year ending
31 December 2014
Member of the Board of Directors:
Number of shares held at 31 December 2014: 3,200
ww
Foncière des Régions SA (public company – form changed in
2011)
ww
Molmed SpA (foreign public company – ended in 2014)
Other offices held within the Foncière des Régions group:
Member of the Board of Directors:
ww
Batisica SA (foreign company)
Foncière des Régions
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Jean-Luc Biamonti
Born 17 August 1953 in Monaco
Monacan nationality
Business address: 18, avenue de Grande-Bretagne – MC 98000 Monaco – Principality of Monaco
Main function:
Deputy Chairman of the Société des Bains de Mer Monaco
Member of the Audit Committee
Biography:
Member of the Appointments and Remunerations Committee
Holder of an MBA from the University of Columbia and a
graduate of the ESSEC, Jean-Luc Biamonti joined Goldman
Sachs as an investment banker and held various offices there
for 16 years. As a partner in the firm, he was responsible for
banking business in France and for coverage of the distribution
and mass market consumer goods industry in Europe. After
having left the bank in 2008, he founded Calcium Capital
and developed an SME investment business via this group.
Since January 2013, he has been Deputy Chairman of Société
des Bains de Mer Monaco, where he has been a Director since
1985 and Chairman of the Board of Directors since 1995.
Date of appointment: 31 January 2011
Date of expiration of the term of office: General Meeting in 2015
to approve the financial statements for the fiscal year ending
31 December 2014
Other offices held within the Foncière des Régions group:
None
Offices held outside the Foncière des Régions group:
Deputy Chairman:
Number of shares held at 31 December 2014: 216
ww
Société des Bains de Mer Monaco SA (foreign public company)
Offices held within Foncière des Régions group:
Terms of office expired within the last five fiscal years:
Director
None
GMF VIE
1, rue Raoul Dautry – 95120 Ermont
Vice-Chairman of the Supervisory Board:
RCS Pontoise 315 814 806
ww
Covea Finance SAS
Member of the Supervisory Board:
Number of shares held at 31 December 2014: 4,182,453
ww
Foncière de Paris SIIC SA (public company)
Manager:
Offices held within Foncière des Régions group:
ww
Silverseine SCI
Director
Date of appointment: 31 January 2011
Terms of office expired within the last five fiscal years:
Date of expiration of the term of office: General Meeting in 2015
to approve the financial statements for the fiscal year ending
31 December 2014
Member of the Supervisory Board:
ww
Foncière des Régions SA (public company – form changed in
2011), Anthémis SAS
Director:
Other offices held within the Foncière des Régions
group:
ww
AME Réassurance SA, Azur GMF Mutuelles d’assurances
Associées SA, Barrière Frères SA, Cofitem-Cofimur SA, Covea
Finance Actions Américaines SICAV, Covea Finance Actions
Françaises SICAV, Covea Finance Actions Japonnaises SICAV,
Covea Finance Horizon Durable SICAV, Covea Finance Moyen
Terme SICAV, Covea Finance Sécurité SICAV, Foncière Paris
France SA, Foncière Développement Logements – FDL SA
(public company – until 2013)
None
Offices held outside the Foncière des Régions group:
Director:
ww
AGSI GIE, Assistance Protection Juridique SA, Cegereal SA
(public company), Covea SGAM, Covea Coopérations SA,
Eurosic SA (public company), Fidelia Assistance SA, Foncière
des 6e et 7e arrdt. de Paris SA (public company), GMF
Assurances SA, La Sauvegarde SA, Téléassurances SA
Foncière des Régions
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Lionel Calvez
Born 13 July 1972 in Quimper (29)
French national
Business address: Chauray, 79036 Niort Cedex 9
Main function:
Director of Financial Strategy at the MAAF Group
Permanent representative of Covea, member of the Supervisory
Board:
Biography:
Lionel Calvez was awarded an actuarial degree in June 1995
from the Euro-Institut d’Actuariat (EURIA). After his first
job at a life insurance company (Mutavie, a subsidiary of the
Macif Group), he joined MAAF Vie, a life insurance company
in the MAAF Assurances group in September 2000 as AssetsLiabilities and Profitability Studies Manager. Then at the end of
2002, he took over in the Actuarial and IT Systems Department
of this Group subsidiary. Since 2006, he has directed the
Strategic Financial Department of the MAAF Assurances group.
ww
Fincorp SAS
Member of the Supervisory Board:
ww
MAAF Participatif FCPE
Permanent representative of MAAF Vie, member of the
Supervisory Board:
ww
Covea Finance SAS
Permanent representative of Maaf Assurances SA, Chairman:
ww
Chauray Valeurs SAS
Chairman:
Number of shares held at 31 December 2014: None
ww
Dauphin Liège SAS
Offices held within Foncière des Régions group:
Terms of office expired within the last five fiscal years:
Permanent representative of GMF Vie, Director
Permanent representative of MAAF Assurances SA, Chairman:
Member of the Audit Committee
ww
UCAR SA (ended in 2010)
Member of the Strategic and Investment Committee
Member of the Supervisory Committee:
Date of appointment: 31 January 2011
ww
ADERI (Association – ended in 2010)
Date of expiration of the term of office: General Meeting in 2015
to approve the financial statements for the fiscal year ending
31 December 2014
Chairman and Chief Executive Officer:
Other offices held within the Foncière des Régions group:
ww
Appellations SAS (end in 2011)
ww
CCL SA (end in 2011)
Permanent representative of MAAF Assurances SA, member of
the Strategy Committee:
Permanent representative of Covea Finance, Director:
None
ww
APJ SA (end in 2012)
Offices held outside the Foncière des Régions group:
Permanent representative of GMF Assurances, Director:
ww
Boissy Finance SA (end in 2012)
Member of the General Management:
Permanent representative of MAAF Assurances SA, member of
the Supervisory Board:
ww
MAAF Vie SA
Permanent representative of Precerti, Director:
ww
Gimar Finances SCA (ended un 2012), Ofivalmo Partenaires SA
(ended in 2014)
ww
Assurland.com SA
Permanent representative of MAAF Assurances SA, Chairman:
Permanent representative GMF Vie, Director:
ww
Gestepargne Investissement Services SA
ww
Medica SA (public company – ended in 2014)
Permanent representative of MAAF Assurances SA, member of
the Supervisory Board:
ww
EFFI Invest 1 SCA
Foncière des Régions
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Bertrand de Feydeau
Born 5 August 1948 in Paris (75)
French national
Business address: 30, avenue Kléber – 75116 Paris
Main function:
Chairman of Foncière Développement Logements – FDL
Other offices held within the Foncière des Régions group:
Biography:
Chairman of the Board of Directors:
After legal and political sciences training at École du Louvre,
Bertrand de Feydeau embarked on his career in real estate at
Groupe de l’Union Internationale Immobilière and participated
in its development worldwide as its Chief Financial Officer
between 1972 and 1982.
ww
Foncière Développement Logements – FDL SA (public
company)
Offices held outside the Foncière des Régions group:
Chairman and Chief Executive Officer:
In 1982, he joined Claude Bébéar’s team at the regional
insurance group, which in a few years would become one of the
world’s top financial groups, under the name AXA. He headed
the group’s real-estate activity for 18 years, participating in the
structuring of the business in order to give it an international
and financial dimension.
ww
Société des Manuscrits des Assureurs Français
Director:
ww
Klepierre (public company), Affine (public company), Société
Beaujon SAS, Sefri-Cime
Offices held in associations:
In 2000, he was called by Monseigneur Lustiger to join the Paris
diocese as its Managing Director for Economic Affairs, and he
led the restoration of the Collège des Bernardins, inaugurated
in September 2008.
ww
Chairman of the Fondation des Bernardins, Chairman of the
Palladio Foundation, Director of the Fondation du Patrimoine
(Vice-Chairman), Director of the Vieilles Maisons Françaises
(Vice-Chairman), Director of the F.S.I.F. (French federation of
real estate companies), Director of the Club de l’Immobilier
In July 2010, he became Chairman of the Fondation des
Bernardins.
Terms of office expired within the last five fiscal years:
He is currently Chairman of Foncière Développement
Logements and a Director on the boards of various real estate
companies (Klepierre, Affine, Foncière des Régions), in addition
to being Chairman of the Palladio Foundation.
Director:
ww
Klemurs (public company), SITC SAS, Radio Notre-Dame, KTO
Chief Executive Officer:
He is also Vice-Chairman of the Fondation du Patrimoine and
Vice-Chairman of Vieilles Maisons Françaises.
ww
Parisian Diocesan Association
Chairman and Chief Executive Officer:
Number of shares held at 31 December 2014: 171
ww
AXA Immobilier SAS
Offices held within Foncière des Régions group:
ww
Foncière des Régions SA (public company – form changed
in 2011)
Member of the Supervisory Board:
Director
Chairman of the Audit Committee
Date of appointment: 31 January 2011
Date of expiration of the term of office: General Meeting in 2015
to approve the financial statements for the fiscal year ending
31 December 2014
Foncière des Régions
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Corporate officers
Sergio Erede
Born 14 August 1940 in Florence, Italy
Italian national
Business address: Via Barozzi 1 – 20122 Milan, Italy
Main function:
Lawyer
Biography:
Other offices held within the Foncière des Régions group:
Sergio Erede is a graduate of the University of Milan (1962)
and earned an LLM from Harvard Law School in 1964. He was
admitted to the Italian bar in 1967.
None
Sergio Erede was one of the founding partners of the Bonelli
Erede Pappalardo legal firm. Sergio Erede worked at Hale &
Door in Boston from 1963 to 1964, then at Sullivan & Cromwell
in New York.
Director:
From 1965 to 1969, he headed up the legal department at
IBM Italie S.p.A. He founded Erede e Associati in 1995, which
gained a reputation in the mergers and acquisitions and
securities transactions sectors. In 1999, the firm merged
with two other large law firms: Bonelli e Associati, a firm
specialising in corporate law, bankruptcy law and litigation,
and Pappalardo e Associati, a firm specialising in anti-trust
and European Union law.
Chairman:
Offices held outside the Foncière des Régions group:
ww
Brioni Space SpA (foreign company) Sintonia Space SpA
(foreign company), Delfin Sàrl (foreign company), Space
Holding Srl (foreign company)
ww
AON Italia Srl (foreign company), Bolton Group International
SRL (foreign company)
Terms of office expired within the last five fiscal years:
Director at foreign companies:
ww
Luxottica Group SpA (until 13 March 2014), Interpump Group
SpA (until 13 March 2014), Editoriale L’espresso SpA (until
13 March 2014), Indesit Company SpA (until 13 March 2014),
Space SpA (until 13 March 2014), Manuli Rubber Industries
SpA (until 10 April 2014), Gruppo IPG Holding Srl (until 28 April
2014), Manifatture Lane Gaetano Marzotto & Figli SpA (ended
in 2010), Prysmian SpA (ended in 2011), Manetti & Roberts
SpA (ended in 2011)
Number of shares held at 31 December 2014: 1
Offices held within Foncière des Régions group:
Director
Member of the Strategic and Investment Committee
Vice-Chairman of foreign companies:
Member of the Appointments and Remunerations Committee
ww
Banca Nazionale del Lavoro SpA (until 14 March 2014)
Date of appointment: 31 January 2011
Member of the Supervisory Board:
Date of expiration of the term of office: General Meeting in 2015
to approve the financial statements for the fiscal year ending
31 December 2014
ww
Foncière des Régions SA (public company – form changed in
2011)
Foncière des Régions
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Corporate officers
PREDICA
50/56, rue de la Procession – 75015 Paris
Member of the Supervisory Board:
Paris Commercial and Trade Register 334 028 123
ww
EFFI-Invest I SCA, EFFI-Invest II SCA, Interfimo SA, Lion SCPI,
Ofelia SAS, Unipierre Assurance SCPI, CA Grands Crus SAS,
Sopresa (SA)
Number of shares held at 31 December 2014: 4,328,251
Co-Manager:
Offices held within Foncière des Régions group:
ww
Predicare SARL
Director
Non-voting member of the Board of Directors – permanent
representative:
Date of appointment: 31 January 2011
ww
Siparex Associés SA
Date of expiration of the term of office: General Meeting in 2015
to approve the financial statements for the fiscal year ending
31 December 2014
Chairman:
ww
Citadel SAS, Citadel Holding SAS
Member of the Supervisory Committee:
Other offices held within the Foncière des Régions
group:
ww
Fondis SCI
Member of the Compensation Committee:
Member of the Supervisory Board:
ww
Parholding SAS, Logitis Sppicav
ww
Foncière des Murs SCA (public company)
Director:
Terms of office expired within the last five fiscal years:
ww
Urbis Paris SA, Foncière Développement Logements – FDL SA
(public company), B2 Hotel Invest. OPPCI
Member of the Supervisory Board:
ww
Board of Directors, Foncière des Régions SA (public company –
form changed in 2011)
Offices held outside the Foncière des Régions group:
Director:
Director:
ww
Altapar, B. Immobilier, CAAM Convertibles Euroland,
Financière du Carrousel, Crédit Agricole Immobilier Promotion
(ex-Unimo), Dolcea Vie, Domaine Listel, Foncière Régions
Dynamique, Foncière Paris France, SCI Holding Dalhia, Cyrius
Conseil
ww
Altarea SCA (public company), AEW Immocommercial
OPCI, CAA Commerces 2 OPCI, Aéroport de Paris SA (public
company), Gecina (public company), Eurosic SA (public
company), Icade SA (public company), Previseo Obsèques SA,
La Médicale de France SA, CAAM Mone Cash SICAV, Predica
Habitation OPCI, Predica Bureaux OPCI, Predica Commerces
OPCI, River Ouest OPCI, Sanef (HIT) SA, Medica SA (public
company), Lesica SAS, Messidor OPCI
Foncière des Régions
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Corporate officers
Jérôme Grivet
Born 26 March 1962 in London
French national
Business address: 16/18, boulevard de Vaugirard – 75015 Paris
Main function:
Chief Executive Officer of Crédit Agricole Assurances and Predica
Permanent representative of Crédit Agricole Assurances SA,
Director:
Biography:
Jérôme Grivet is a graduate of ESSEC, the Paris Institute of
Political Sciences (Sciences Po), and of the ENA. He spent his
early career in administration (general inspection of finances,
advisor to the Prime Minister for European Affairs) and went
on to join Crédit Lyonnais in 1998, first as Financial Director
of the retail banking business in France, and then as Director
of Strategy. He was Deputy General Manager of Calyon from
2007 to 2010. Jérôme Grivet is a member of the Executive
Committee of Crédit Agricole S.A. At the end of 2010, he was
named Chief Executive Officer of Predica and Chief Executive
Officer of Crédit Agricole Assurances.
ww
Caci SA
Permanent representative of Predica, member of the
Supervisory Board:
ww
CA Grands Crus SAS
Permanent representative of Predica, Chairman:
ww
Fonds Stratégique Participations SICAV
Non-voting member of the Board of Directors:
ww
CA Immobilier, La Médicale de France SA
Chairman:
ww
CA Life Greece SA (foreign company)
Number of shares held at 31 December 2014: None
Terms of office expired within the last five fiscal years:
Offices held within Foncière des Régions group:
Vice-Chairman:
Permanent representative of Predica, Director
ww
BES Vida
Member of the Strategic and Investment Committee
Director:
ww
CA Indosuez Private Banking, CA Cheuvreux, Cedicam, Ubaf,
Newedge Group, LCL Obligation Euro
Member of the Appointments and Remunerations Committee
Date of appointment: 31 January 2011
Deputy General Manager, member of the Executive Committee:
ww
Calyon
Date of expiration of the term of office: General Meeting in 2015
to approve the financial statements for the fiscal year ending
31 December 2014
Managing Director:
ww
CLSA BV, Stiching CLSA Foundation
Permanent representative of Calyon, Director:
Other offices held within the Foncière des Régions group:
ww
Fletirec
None
Permanent representative of Predica, Director:
ww
Siparex Associés, La Médicale de France
Offices held outside the Foncière des Régions group:
Director, Chairman of the Board of Directors:
Permanent representative of Predica, member of the
Supervisory Board:
ww
Spirica SA
ww
Cape
Member of the Executive Committee:
Chairman and Chief Executive Officer, Director:
ww
Crédit Agricole SA (public company)
ww
Mescas
Chief Executive Officer:
Chairman:
ww
Crédit Agricole Insurance SA (public company), Predica SA
ww
SNGI, CA Assurances Italie Holding
Director:
Chairman:
ww
Caagis SAS, Crédit Agricole Vita SpA (foreign company),
Pacifica SA, Korian SA (public company), Icade SA (public
company)
Foncière des Régions
ww
Dolcea Vie
Non-voting member of the Board of Directors:
ww
Aéroports de Paris
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Corporate officers
Pierre Vaquier
Born 30 December 1956 in Bourganeuf (23)
French national
Business address: Cœur Défense, Tour B, La Défense 4
100, Esplanade du Général-de-Gaulle – 92932 Paris-La Défense Cedex
Main function:
Chief Executive Officer of Axa REIM
Biography:
Chairman of the Board of Directors:
Pierre Vaquier has over 30 years of experience in finance and
real estate investment. He is currently Chief Executive Officer
of AXA REIM, where he chairs the Board of Directors and the
Executive Committee. He is also Vice-Chairman and member
of the Supervisory Board of Logement Français.
Permanent representative of AXA Reim France:
ww
FDV Venture SA (foreign company) AXA Reim SGP SA, FDV
Venture SA (foreign company)
ww
AXA Aedificandi SICAV
Member of the Management Committee:
ww
Axa Suduiraut SAS
Pierre Vaquier has held several positions at Paribas and at
AXA in France and in the United States. He graduated from the
H.E.C. in 1980 and became a Partner at the Paribas investment
bank’s international department for two years. He then went
to New York as Manager of real estate-related investment
activities, before being named CEO of Paribas Properties Inc.
until 1992, then Partner of Paribas Asset Management.
Vice-Chairman and member of the Supervisory Board:
ww
Logement Français SA (formerly SAPE)
Director:
ww
AXA Selectiv’immo SPPICAV, Axa Real Estate Investment
Managers US LLC (foreign company), FDV II Participation
Company SA, DV III General Partner SA, FSIF, Ahorro
Familiar SA (foreign company)
In 1993, he returned to AXA as Director of Development for AXA
Immobilier in Paris.
Chairman and member of the Supervisory Board:
He became Chairman and CEO of Colisées Services (AXA
group) in 1995. In 1999, he was named Chairman and CEO of
AXA REIM.
ww
AXA Investment Managers Deutschland GmbH (foreign
company)
Director and Chairman of the Investments Committee:
Pierre Vaquier is a member of the ”Royal Institution of
Chartered Surveyors”.
ww
Carmilla SAS
Member of the Supervisory Board:
ww
Sefricime Activité et Services SAS
Number of shares held at 31 December 2014: 272
Terms of office expired within the last five fiscal years:
Offices held within Foncière des Régions group:
Director
Director, Member of the Audit Committee and Member of the
Investment Committee:
Chairman of the Appointments and Remunerations Committee
ww
Mercialys SA (public company)
Date of appointment: 31 January 2011
Director at foreign companies:
Date of expiration of the term of office: General Meeting in 2015
to approve the financial statements for the fiscal year ending
31 December 2014
Chairman of the Board of Directors:
ww
EOIV Management Company, European Retail Venture SA, FDV
II Participation Company SA
ww
AXA Reim Italia SARL (foreign company), Dolmea Real
Estate SA
Other offices held within the Foncière des Régions group:
Permanent representative of AXA Reim France:
None
ww
AXA Reim SGP SA, IPD France SAS
Permanent representative of AXA France Vie, Director:
Offices held outside the Foncière des Régions group:
ww
Segece SCS
Director and Chief Executive Officer:
Director:
ww
Axa Reim SA
ww
Drouot Pierre SPPICAV, Pierre Croissance SPPICAV, and
Ugimmo SPPICAV
Chairman and Chief Executive Officer:
ww
Axa Reim France SA
Member of the Supervisory Board:
Chairman:
ww
Foncière des Régions SA (public company – form changed in
2011)
ww
Colisée Gérance SAS
Foncière des Régions
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Micaela Le Divelec Lemmi
Born on 3 June 1968 in Florence, Italy
Italian national
Business address: 6, Via Don Lorenzo Perosi – 50018 Scandicci (Florence) – Italy
Main function:
Executive Vice President and Chief Corporate Operations Officer of Gucci
Foreign company Director:
Biography:
ww
Caravel Pelli Pregiate SpA (until 15 October 2014), Design
Management Srl (until 25 September 2014), G Commerce
Europe SpA (ended in 2012), GT Srl (until 15 October 2014),
Guccio Gucci SpA (until 26 May 2014), Kering Italia SpA (ended
in 2011), Kering Service Italia SpA (ended in 2012), Luxury
Goods Italia SpA (until 15 December 2014), Gucci Asia Company
Limited (until 1 November 2014), Gucci Group (HK) LTD (until
1 November 2014), Gucci Group Watches Inc (until 1 November
2014), Gucci Group Guam Inc (until 1 November 2014), Gucci
Australia (until 1 November 2014), Lux. Timepieces (UK) Ltd
(until 1 November 2014), Gucci Macau Limited (until 1 November
2014), Lux. Timepieces Japan Ltd (until 1 November 2014), Gucci
Malaysia (until 1 November 2014), Gucci New Zealand Ltd (until
1 November 2014), Gucci Singapore Ltd (until 1 November 2014),
Lux. Timepieces Espana (until 1 November 2014), Gucci Thailand
Limited (until 1 November 2014), Gucci Group Korea Ltd (until
1 November 2014)
Micaela Le Divelec Lemmi Executive Vice-President CCOO
at Gucci, member of the Kering group. She is responsible
for compliance, legal affairs, human resources, safety and
Corporate Social Responsibility (CSR) aspects.
She was appointed in September 2014 as CEO of Richard Ginori
(part of the Kering Group).
Before being appointed to her current position, she was the
Chief Financial Officer of Gucci and some of its subsidiaries
in Italy, after having held various positions in the finance and
management control department. She began her career as
an auditor with Ernst & Young.
Number of shares held at 31 December 2014: 90
Offices held within Foncière des Régions group:
CEO of foreign companies:
Director
ww
Branch Alex Mcqueen Trad. Ltd (ended in 2010), GG Luxury
Goods Maximilianstrass (ended in 2010), GG Luxury Goods
GmbH (ended in 2010)
Member of the Audit Committee
Date of appointment: 25 April 2012
Member of foreign companies:
Date of expiration of the term of office: General Meeting of
Shareholders of 2016 approving the annual financial statements
for the year ended 31 December 2015
ww
GPA SRL (formerly Real Estate INV. – until 15 October 2014)
Chairman of the Board of foreign companies:
ww
Gucci Belgium (ended in 2010)
Other offices held within the Foncière des Régions group:
Chairman of the Board of Directors:
None
ww
Gucci France SAS (ended in 2013)
Offices held outside the Foncière des Régions group:
ww
Gucci Group Watches France (ended in 2013)
None
Chief Executive Officer:
Terms of office expired within the last five fiscal years:
Permanent representative of Gucci International NV, member
of the Board:
Chairman:
ww
Gucci Group Watches France (ended in 2011)
Foreign company chairperson:
ww
Gucci Belgium (ended in 2013)
ww
Calzaturificio Flora Srl (until 15 October 2014), Caravel Pelli
Pregiate SpA (until 15 October 2014), Conceria Blutonic
SpA (until 15 October 2014), Design Management Srl (until
25 September 2014), Garpe Srl (until 5 May 2014), Gauguin Srl
(until 5 May 2014), GPA Srl (-formerly Real Estate Inv.- until
15 October 2014), Guccio Gucci SpA (until 26 May 2014), G
Commerce Europa SpA (ended in 2012), Ggw Italia Srl (formerly
Deimos Srl – ended in 2012), GT Srl (until 15 October 2014)
Foncière des Régions
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Corporate officers
Sylvie Ouziel
Born 18 March 1970 in Boulogne-Billancourt (92)
French national
Business address: Königinstrasse 28 – Munich 80802 – Germany
Main function:
Chairperson and Chief Executive Officer of Allianz Managed Operations & Services (Amos)
Biography:
Other offices held within the Foncière des Régions group:
Sylvie Ouziel has been the Chief Executive Officer of Allianz
Managed Operations & Services (Amos) since 2012, the shared
services entity set up by Allianz to build synergies amongst its
various subsidiaries.
None
Sylvie Ouziel is a Centrale Paris graduate who rose to Deputy CEO
World for Accenture Management Consulting (formerly Andersen
Consulting), where she started her management career, and
where she occupied various leadership posts over twenty years
affording her heavy exposure to the international scene.
ww
Allianz Managed Operations & Services (Amos) (foreign
company)
Offices held outside the Foncière des Régions group:
Chairman and Chief Executive Officer:
Member of the Board:
ww
AMOSA (Amos of America – foreign company)
Terms of office expired within the last five fiscal years:
Number of shares held at 31 December 2014: 400
Member of the Board of Directors: Aperam (ended in 2011)
Offices held within Foncière des Régions group:
Director
Member of the Audit Committee (since 26 February 2014)
Date of appointment: 24 April 2013
Date of expiration of the term of office: General Meeting in 2017
to approve the financial statements for the fiscal year ending
31 December 2016
Foncière des Régions
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Corporate officers
Sigrid Duhamel
Born on 1 December 1965 in Paris (75)
French national
Business address: 11, place Édouard-VII, 75009 Paris
Main function:
Chair of CBRE Global Investors France
Biography:
Other offices held within the Foncière des Régions group:
Sigrid Duhamel has been Chairwoman of CBRE Global
Investors France since 1 December 2014. Previously, she was
Group Real Estate Director at PSA Peugeot Citroën.
None
After graduating from ESTP in 1990, she joined Bouygues
Construction and spent 4 years managing major industrial
renovation and construction projects. She then picked
up an MBA at INSEAD and joined the US group, United
Technologies, where she spent three years managing mergers
and acquisitions. After four years’ experience in executive
recruitment at Eric Salmon & Partners, in 2005, she moved
into the real estate business at Tishman Speyer in London,
where she spent four years in charge of business development
in Europe. In 2008, she joined Carrefour Property, where she
was international portfolio director for three years.
Member of the Supervisory Board:
Offices held outside the Foncière des Régions group:
ww
SA Selectirente (public company)
Chairman:
ww
Urban Land Institute (ULI) France (association)
Member of the Board of Directors:
ww
Association des Directeurs Immobiliers (ADI)
Terms of office expired within the last five fiscal years:
None
Number of shares held at 31 December 2014: 1
Offices held within Foncière des Régions group:
Director
Date of appointment: 28 April 2014
Date of expiration of the term of office: General Meeting in 2018
to approve the financial statements for the fiscal year ending
31 December 2017
Foncière des Régions
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Information about the company and its interests
1.15. INFORMATION ABOUT THE COMPANY AND ITS INTERESTS
We have presented the main activities of our principal subsidiaries and investments in point 1.6 of this report.
1.15.1. Group organisation
ww
Asset development services: this function consists of assisting
group companies in activities to enhance the value of assets
in the portfolio through real estate development. This function
requires extensive expertise in real estate development
Foncière des Régions is an investor in the office real estate sector
in France and Italy (via its subsidiary Beni Stabili), with investments in commercial and residential real estate companies:
ww
investments in commercial real estate through Foncière des
Murs (SIIC), which owns service sector properties in France,
Germany, the Netherlands, Belgium and Portugal, through
Foncière Europe Logistique (a private company), which owns
logistics platforms and retail premises in France, and through
Urbis Park (a private company), which owns parking facilities
ww
Property Management services: management of all aspects
of the life cycle of real estate assets (payments, ongoing and
preventive maintenance, etc.). Property Management requires
extensive expertise in leases, expense management, technical
management, etc.
ww
an investment in residential real estate in France via Foncière
Développement Logements (SIIC) and in Germany via Immeo
AG (a private company).
For portfolio transactions on large projects, Foncière des Régions
has a dedicated team, via its subsidiary, Foncière des Régions
Développement.
As at 31 December 2014, the Foncière des Régions group
consisted of 280 separate legal entities, of which 116 were in
the commercial sector, 74 in retail premises, six in the logistics
sector, 64 in the residential sector, 14 in parking facilities and six
were service companies.
As regards rental property, the Property Management of Foncière
des Régions, Foncière des Murs et Foncière Europe Logistique
(except for the German and Luxembourg real estate portfolio),
is provided by Foncière des Régions Property, a subsidiary of
Foncière des Régions, which constitutes a common platform
consisting of central services and personnel operating in regional
agencies. Foncière Développement Logements (FDL), which had
managed its French residential portfolio directly since 1 January
2009, turned over the management of its assets to Quadral
Property, effective as of 1 April 2012.
Foncière des Régions has teams responsible for managing its
growth and for the management of its assets throughout the
territory. Each main group company relies upon a dedicated asset
management team.
This services provider activity developed within the Foncière
des Régions group concentrates on enhancing portfolio value
through:
The service agreements are simple and non-exclusive contracts.
The specialisation of the various sector companies of the Foncière
des Régions group by type of asset means that the companies
concerned are not exposed to potential conflicts of interest, in
terms of investments, divestments or asset management.
ww
Asset Management services: this function focuses on the real
estate strategy to be adopted for the assets held (disposal,
renovations, financial management, etc.). Asset by asset, it
consists of creating value to meet the expectations of the
Group’s companies by optimizing the ”profitability/risk” ratio
Foncière des Régions
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Information about social and environmental impact
1.15.2. Results of subsidiaries and investments
The table of results of subsidiaries and investments is shown in the individual financial statements (3.5.6.6.).
1.15.3. Information on cross-shareholding
None.
1.15.4. Extrordinary events and litigation
The Group may be involved in court or administrative proceedings and is liable to be subject to a notice of deficiency from the French
Tax administration.
To the company’s knowledge, to date, except for the main proceedings under way set out in 3.2.2.9.4 and 3.2.4.12 in part 3, there are
no other extraordinary events or litigation likely to materially affect the portfolio, financial position, business or results of Foncière des
Regions or its subsidiaries.
1.15.5. Ratings
On 28 September 2012, Foncière des Régions received a rating of BBB-, outlook stable by rating agency Standard & Poor’s.
1.16. INFORMATION ABOUT SOCIAL AND ENVIRONMENTAL IMPACT
Information on social and environmental impact is discussed in detail in part two of the Reference Document, ”Sustainable Development”.
1.17. AGREEMENTS OF ARTICLE L. 225-102-1 LAST
PARAGRAPH OF THE FRENCH COMMERCIAL CODE
Pursuant to the provisions of Article L. 225-102-1, last paragraph of the French Commercial Code, there are no agreements concluded,
directly or via an intermediary, between a manager, director, or shareholder owning over 10% of the company’s voting rights, and
a subsidiary whose capital is owned over 50% directly or indirectly by the company, it being specified that the stipulations of the
aforementioned article do not include agreements relating to ongoing transactions and those concluded under normal conditions.
Foncière des Régions
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Report of the board of directors on the draft resolutions to be submitted
to the Ordinary and Extraordinary General Meeting of Shareholders on 17 April 2015
1.18. REPORT OF THE BOARD OF DIRECTORS ON THE DRAFT
RESOLUTIONS TO BE SUBMITTED TO THE ORDINARY AND
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
ON 17 APRIL 2015
Ladies and Gentlemen,
We have convened an Ordinary and Extraordinary General Meeting of Shareholders for the purpose of submitting draft Resolutions to
you. The purpose of this report is to provide you with comments on these drafts, the complete text of which will later be sent to you in
the company Reference Document that will be submitted to the Autorité des Marchés Financiers in accordance with legal and regulatory
requirements.
1.18.1. Ordinary resolutions
Resolutions 1 to 21 concern the sphere of the Ordinary General Meeting of Shareholders.
1.18.1.1. Approval of the annual and
consolidated financial statements,
allocation of income and dividend
(Resolutions 1, 2 and 3)
This technical agreement was entered into as part of the
separation of the French and German structures in the
Residential portfolio under the terms of which Foncière des
Régions acquired 54.96% of the capital of the German company
Immeo AG through its fully-owned German subsidiary Immeo
Rewo. They acquired this company from Batisica, a subsidiary
of Foncière Développement Logements – FDL. As part of this
transaction, Batisica granted a vendor loan in the amount of
€536,181,663 to Immeo Rewo and concurrently reduced its
capital. Foncière Développement Logements – FDL launched a
public share buyback offer to its shareholders to which Foncière
des Régions subscribed. The payment delegation agreement
defines the conditions under which Immeo Rewo delegates
Foncière des Régions to pay its receivable corresponding to the
vendor loan granted by Batisica, thus offsetting the amounts
due for the acquisition of shares of Immeo AG by Immeo Rewo
and those received by Foncière des Régions for the pubic
buyout offer of shares of Foncière Développement Logements
– FDL. As an agreement entered into between companies with
co-venturers, the sale should be be approved in accordance with
Article L. 225-38 of the French Commercial Code.
The drafts of Resolutions 1 and 2 concern approval of the
annual and consolidated financial statements for the fiscal year
ending 31 December 2014, approved by the Board of Directors
on 19 February 2015, in accordance with the provisions of
Article L. 232-1 of the French Commercial Code.
In Resolution 3, it is proposed to you that an allocation be
made of the income for the 2014 fiscal year in the amount of
€186,513,136.94 and that a dividend be distributed in the unit
amount of €4.30 per share.
The dividend for the 2014 fiscal year will be removed from the
share on 24 April 2015 and will be paid out on 28 April 2015.
Based on the number of existing shares as at 31 December 2014,
i.e. 62,683,557 shares, a total dividend of €269,539,295.10 will
therefore be awarded.
ww
Service agreements entered into on 10 and 18 December 2014
between Foncière des Régions and Immeo Wohnen Service
GmbH
1.18.1.2. Approval of the commitments
covered in Articles L. 225-38 and
L. 225-42-1 of the French Commercial
Code (Resolutions 4, 5, and 6)
This contract, which concluded after Immeo AG was acquired
by Immeo Rewo pertains to Foncière des Régions providing
assistance for budgetary, financing, accounting, treasury, legal,
Chief Operating Officer, internal audit and communication advising and reporting matters in order to optimise the management of the Immeo group and adapts its operating procedure.
It should be approved in accordance with Article L. 225-38 of
the French Commercial Code.
The purpose of Resolution 4 is to approve (i) the special Statutory
Auditors’ report on the agreements described in Article L. 225-38
of the French Commercial Code, as well as (ii) agreements
entered into or executed by the company during the fiscal year
ended 31 December 2014. For more information, please see the
Statutory Auditors’ report concerning regulated agreements,
appearing in part 3 of the Reference Document, entitled
”Financial Information”.
ww
Amendment no. 3 to the network expense agreement
entered into between Foncière des Régions and Foncière
Développement Logements – FDL on 14 February 2014
It involves an amendment to the network expense agreement
under the terms of which the company reinvoices certain
centralised services to Foncière Développement Logements –
FDL. The purpose of this amendment was to adapt the
distribution of network costs to change the way the Foncière
des Régions group is organised, starting from 1 January 2014,
in particular, following the centralisation of certain services
Details of the regulated party agreements entered into in the year
ended 31 December 2014, and not yet subject to the approval of
the General Meeting are provided below:
ww
Payment delegation agreement entered into on 12 June 2014
between Foncière des Régions and the companies Immeo
Rewo and Batisica
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to a table of preset criteria. If the average rate of fulfilment of
the objectives over the last three years is less than 80%, the
fraction of the severance pay linked to that criterion is not paid.
Otherwise, the amount of the theoretical compensation will be
adjusted by the average of the coefficients of achievement of
the last three variable portions.
at the parent company level. This rider updates the original
agreement that was approved under the form of a regulated
agreement.
ww
Amendments to the intra-group service agreements
entered into between Foncière des Régions and some of its
subsidiaries
In any case, although the exceeding of one of the two fractions
of the compensation may compensate for a possible deduction
from the other fraction, the total amount of the end-of-office
compensation is capped at two years of total remuneration. This
cap rule applies to all forms of severance pay and includes any
other compensation paid for any other reason at the end of a term
of office, it being specified that the Chief Executive Officer and
Deputy General Manager shall not receive any remuneration from
Foncière des Régions other than that paid for their term of office.
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amendment no. 1 dated 19 December 2014 to the initial
agreement entered into with FDL Deutschland effective
16 October 2006 concerning the assistance of Foncière de
Régions in legal, administration, accounting and financial
matters as well as for budgets and insurance
ww
amendment no. 1 dated 19 December 2014 to the initial
agreement entered into with Gespar effective on 9 July 2004
concerning the assistance of Foncière de Régions in legal,
administration, accounting and financial matters.
As a result of the performance criteria listed above being set, the
Board will be able, where appropriate, to reflect on the severance
pay and the target and actual performance of the Chief Executive
and Deputy Chief Executive. Since the targets that are the conditions for payment of the variable portion are themselves linked to
operational performance, staying within budgets and implementing
strategy, the compensation paid cannot help but be proportional to
the results obtained, thus more fully meeting the requirements of
the recommendations made by the Afep-Medef Code.
In order to simplify management, these amendments were
entered into to modify the procedures for continuing these agreements previously entered into for an automatically renewable
fixed term and which are henceforth entered into as open-ended
agreements.
Resolutions 5 and 6 that we are proposing pertain to the renewal
of the terms of office for the Chief Executive Officer and Deputy
General Managers by the Board of Directors as of 1 January
2015, which implies that the conditional commitments made by
Foncière des Régions in favour of Christophe Kullmann as Chief
Executive Officer and Olivier Estève as Deputy General Manager
shall be subject to approval by the General Meeting. These
commitments correspond to compensation that could be paid to
them in the event of termination of their functions as a result of a
forced departure associated with a change in strategy or control,
pursuant to the provisions of II and III of Article L. 233-16 of the
French Commercial Code.
The compensation of the Chief Executive Officer and Deputy
General Manager were approved by the Board of Directors on
5 December 2014.
The amount and the conditions for awarding this compensation
were disclosed on 15 December 2014.
1.18.1.3. Consultation of shareholders on
elements of individual remuneration
due or allocated to the company’s
executive officers for the year ended
31 December 2014
(Resolutions 7, 8, 9 and 10)
To meet the recommendations of the Afep-Medef Code, the
Board of Directors took the opportunity to exclude the long-term
incentive plan (paid in performance shares) from the base for
calculating the compensation amount henceforth.
As a result, the theoretical compensation amount would be equal
to 12 months of overall remuneration, including the fixed salary
and the annual variable portion, plus one month of additional
remuneration per year of seniority within the company for all
functions combined.
In accordance with Article 24.3 of the Afep-Medef Code, revised
in June 2014, and with the guide to its application compiled by the
High Committee on corporate Governance, the Board of Directors
is pleased to present the remuneration elements due to each
of the company’s executive officers for the fiscal year ended on
31 December 2014.
In accordance with the provisions of Article L. 225-42-1 of the
French Commercial Code and the recommendations of the
Afep-Medef Code, this compensation would be conditional upon
fulfilling challenging internal and external performance criteria:
By voting on Resolutions 7 to 10, you have the opportunity to
approve the remuneration elements described below:
ww
50% of the theoretical compensation amount is linked to
the change in NAV over the last three fiscal years prior to
the cessation of functions: if the change in the EPRA NAV
of Foncière des Régions is below 25% of the average REITs
which make up the EPRA index, the fraction of the severance
pay linked to this criterion will not be paid. Otherwise, the
theoretical amount of this fraction of the compensation will be
adjusted by the variation in the NAV for the period considered.
ww
Jean Laurent, Chairman of the Board of Directors (Resolution 7)
ww
Christophe Kullmann, Chief Executive Officer (Resolution 8)
ww
Olivier Estève, Deputy General Manager (Resolution 9), and
ww
Aldo Mazzocco, Deputy General Manager (Resolution 10).
Please note that, should the General Meeting to be held on
17 April 2015 fail to give its approval on the advice of the
Appointments and Remunerations Committee, the Board of
Directors would be forced to decide on the matter at its next
Meeting and would immediately publish a press release on the
company website stating the follow-up that it intends to provide
with regard to the expectations expressed by shareholders at the
General Meeting.
ww
50% of the theoretical benefit amount is linked to the achievement of target performance during the three years prior
to the termination of office. The criteria for allocation of the
target bonus are reviewed every year by the Appointments and
Remunerations Committee, based on ambitious operational
and strategic targets. Their achievement is assessed according
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The general remuneration policy for executive officers and a
detailed standardised presentation of said policy, are shown in
1.14.1. of the 2014 Reference Document.
ww
a balance between the various components, short term and
long term, fixed and variable
1.18.1.3.1. Chairman of the Board of Directors’
remuneration for 2014
ww
a variable portion based on objective quantifiable performance criteria that combine the interests of the organisation,
its staff and its shareholders, at the same time providing an
incentive for outperformance and a ”circuit breaker” system
to sanction any deterioration of key company indicators
ww
a strong link between remuneration and operational
performance
The Chairman, in close coordination with the Chief Executive
Officer, leads the Board of Directors and its Committees. He
provides the Chief Executive Officer with help and advice in designing and implementing strategy. He ensures that all Directors
are always kept fully notified of any information relevant to the
strategy and its implementation. In close coordination with the
Chief Executive Officer, he ensures that the quality of the Board’s
relationships with the company’s shareholders, major partners or
group customers, as well as with public authorities, institutional
and regulatory authorities, the media and investors deemed to be
economic players, is maintained. He helps to promote the image
and values of Foncière des Régions, both inside and outside
the Group.
ww
a financial alignment with the long-term interests of
shareholders
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remuneration correctly situated in the market and designed
to encourage loyalty.
The Committee and the Board use industry-based benchmarks
and general research studies simply to check that overall remuneration packages are in line with market rates.
Fixed portion
The Appointments and Remunerations Committee and the Board
of Directors ensure, on a regular basis, by using benchmarks
relating to Directors of SBF80 companies and those companies
with equivalent stock market capitalisation to that of Foncière des
Régions, supplemented by French and European sector-based
research, that the amount of fixed remuneration paid to corporate
officers is positioned correctly in relation to the market. As a
matter of principle, the Board is keen only to review this remuneration at regular intervals and on fixed expiry dates, increases
normally being associated with events affecting the company.
Remuneration of the Chairman of the Board of Directors of
Foncière des Régions was set on 31 January 2011 by the Board
for his full term of office. It has not been reviewed since that date.
It comprises a single fixed amount totalling €400,000 which
includes attendance fees.
In 2014, this €400,000 compensation broke down as follows:
ww
€362,000 fixed remuneration
ww
€7,000 benefits in kind (company car)
The Chief Executive Officer’s fixed salary was, therefore, set
in January 2011, at the commencement of his term of office, at
€540,000. It remained unchanged in 2012, 2013 and 2014.
ww
€31,000 attendance fees (detailed in 1.14.2 of the 2014
Reference Document).
Such fixed remuneration is not accompanied by any variable
remuneration, performance bonus or remuneration paid in
company shares.
In 2011, the Board had also decided to gradually raise the Deputy
General Manager’s fixed remuneration to €350,000 over a threeyear period. This level was reached in 2013 and Olivier Estève’s
fixed remuneration will remain unchanged in 2014.
This remuneration is in line with the average remuneration for
non-executive chairmen in the SBF 120.
It is noted that Jean Laurent is waiving his right to attendance
fees for his participation in the Foncière des Régions’ Strategy
and Investment Committee. In 2014, he also received €50,000 by
way of attendance fees paid by Beni Stabili, an Italian subsidiary
of Foncière des Régions, in which he has an active oversight role.
Variable portion
With respect to the variable portion of remuneration (bonuses),
the Appointments and Remunerations Committee wished for
each Director to be assessed and compensated on the basis of
targets that are clear, precise, quantifiable and operational. These
targets are determined every year, in February, by the Board of
Directors based on proposals put forward by the Appointments
and Remunerations Committee. They are determined according
to the strategic plan, the budget approved by the Board of
Directors for the year under way, and the company’s priorities
at the time.
1.18.1.3.2. Remuneration of the Chief Executive
Officer and the Deputy General
Manager, France for 2014
The remuneration policy for the Chief Executive Officer and
Deputy General Manager, France, is determined by the Board of
Directors based on work carried out and proposals made by the
Appointments and Remunerations Committee. This Committee
met three times in 2014, to ensure the compliance of this policy
with the principles listed by the latest changes to the Afep-Medef
Code of corporate governance.
The target bonus for the CEO equals 100% of his/her fixed annual
salary. The target bonus for the Deputy General Manager in
France equals 75% of the fixed annual salary.
In an effort to provide differentiation, motivation and an incentive
to outperform, provision is made for an upside of as much as
50% of the target bonus to reward performance that goes beyond
the targets set at the beginning of the year. In an effort to align
this with the interests of shareholders, the Committee proposes
that this upside portion of the bonus be paid, if at all, not in cash
but in bonus shares, which are to be conditional on the recipient
remaining in the company’s employ for three years after the award.
The Committee and the Board are particularly keen to follow
these guidelines:
ww
the remuneration is granted exhaustively via all of its components: fixed portion, variable portion, allocation of performance
shares, benefits in kind and, if applicable, attendance fees
ww
the basic principles sought are:
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For 2014, the criteria for awarding the variable portion of the
Chief Executive Officer’s compensation were set as follows:
Finally, this ”circuit breaker” system provides for bonuses to be
withheld in the event of a significant deterioration in the company’s performance over the year. For 2014, the ”circuit breaker”
was based on a Loan To Value (LTV) threshold, the crossing of
which would have entailed non-payment of the bonus.
ww
70% for quantitative targets relating to recurring net income
per share, net revalued assets per share, a strategic shift in
focus on the portfolio and improving its quality, development
projects, strengthening of German residential and hotels in
Europe
ww
30% for qualitative targets relating to management, leadership
of European teams and CSR policy.
On 11 February 2015, the Appointments and Remunerations Committee reviewed all these criteria using precise analytical frameworks,
and recorded the following levels of attainment for each objective:
Actual
(in €K)
% of
bonus
Min.
EPRA RNI/share
15%
0
EPRA NAV/share
15%
0
40%
0
30%
100%
Chief Executive Officer
Quantitative =
70% of the
variable
Max.
(as a %
of target)
81
122
115%
93
81
122
88%
71
216
324
140%
302
0
162
243
140%
227
0
540
810
128%
694
Target
(in €K)
Strategic shift in focus on portfolio and quality improvement:
improving environmental performance, arbitration of
non-strategic activities and non-core assets, location
Pipeline of real estate development – Offices France:
deliveries (details, budget), creating value, committed
projects
Reinforcement of residential in Germany of hotels in Europe:
acquisitions, partnerships
Shift in focus: cost of debt, maturity structure
Qualitative =
30% of the
variable
Management, leadership and development of France,
Germany and Italy teams
CSR policy
TOTAL
The details of these objectives cannot however be made public
for reasons of confidentiality.
The 2014 bonus for the Deputy General Manager was calculated
as follows:
Consequently, the Committee made a proposal to the Board,
which was then approved on 19 February 2015, that the 2014
bonus should be paid at 128% of the target. This €694,000
variable part represents a 10% increase compared with 2013
and is 1% lower than in 2012.
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80% based on quantitative targets: Recurring net income per
share, net revalued assets per share (targets shared with the
Chief Executive Officer), pre-marketing of ongoing development
projects and launch of new pre-marketed projects, occupancy
rate of assets, improvement of the portfolio’s energy and environmental performance, asset management, disposals plan.
This variable remuneration of €540,000 will be paid in cash with
the upside of €154,000 being paid in company shares allocated,
at the end of the vesting period, in 2018.
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20% based on qualitative criteria: management and leadership
of real estate teams, crossover Group leadership, representation of Foncière des Régions vis-à-vis the sector and stakeholders of Foncière des Régions, leadership of the CSR policy.
The remuneration component for Christophe Kullmann paid in
cash has thus not increased from 2013 to 2014. His overall fixed
and variable remuneration increased by 4.8%. This increase was
paid in the form of a bonus share award for the upside part of the
bonus, with these shares being delivered in 2018.
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On 11 February 2015, the Appointments and Remunerations Committee reviewed all these criteria using precise analytical frameworks,
and recorded the following levels of attainment for each objective:
Actual
(in €K)
% of
bonus
Min.
Target
Max.
(as a %
of target)
(in €K)
EPRA RNI/share
15%
0
39
59
115%
45
EPRA NAV/share
15%
0
39
59
88%
35
50%
0
131
197
131%
172
20%
0
52
79
125%
66
100%
0
262
393
121%
317
Deputy General Manager
Quantitative =
80% of the
variable
Marketing of development projects
Launch of turnkey rentals
Value creation on projects delivered
Occupation rate
Disposals
Acquisitions
Asset management: lease terms, changes in lease payments
Disengagement from non-strategic activities
Improvement of the portfolio’s energy performances
Qualitative =
20% of the
variable
Management, leadership of real estate teams
Internal and external representation
CSR policy
TOTAL
The details of these objectives cannot however be made public
for reasons of confidentiality.
The principles used to award performance shares to corporate
officers are as follows:
Consequently, the Committee made a proposal to the Board,
which was then approved on 19 February 2015, that the bonus
should be paid at 121% of the target. This €317,000 variable part
represents a 12% increase compared with 2013 and is 6% higher
than in 2012.
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the allocation of bonus shares is a long-term incentive plan
comprising a third component of remuneration, in addition to
the fixed and variable portions of salary
This variable remuneration of €262,000 will be paid in cash with
the upside of €55,000 being paid in company shares awarded, at
the end of the vesting period, in 2018.
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this delay, suggested by the Appointments and Remunerations
Committee, makes it possible to award shares contingent on
the achievement of operational results and the achievement
of individual targets, and to determine performances also in
consideration of the closing of the accounts for year N
ww
for executive officers, the LTI for year-N is awarded once the
accounts are closed, at the start of year N+1
The remuneration component for Olivier Esteve paid in cash
has thus not increased from 2013 to 2014. His overall fixed and
variable remuneration increased by 4.4%. This increase was paid
in the form of a bonus share award for the upside part of the
bonus, with these shares being delivered in 2018.
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the Appointments and Remunerations Committee, in setting
this annual allocation period for share awards to corporate
officers, has made it possible to avoid any windfall effect
through any share price volatility.
This long-term incentive plan has the following aims as regards
the recipients of the shares:
Long-term incentive plan
As regards the long-term incentive (LTI) component of the
remuneration, the Appointments and Remunerations Committee
proposed on 19 February 2015 to the Board of Directors, which
approved the proposal that performance-based bonus shares be
allocated under the following conditions:
ww
employee retention: shares are not definitively allocated until
the end of the vesting period, on the condition that beneficiaries
are still employed by the company
ww
motivation and involvement: share values ultimately depend
on the company’s performance in its sector, which is reflected
in the share price
ww
the share vesting period shall be three years in France and
four years in Italy, counting from the date of the Board’s
allocation decision
ww
alignment of Director’s interests with those of the shareholders: shares are only definitively allocated if the performance
criteria are met.
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the share retention period shall be two years in France from
the time of their vesting. In Italy, beneficiaries shall not be
subject to any mandatory share retention period.
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100% of share awards are subject to the following performance criteria, each analysed over the three-year vesting period, given that the
number of shares awarded, subject to performance requirements, may not exceed the number listed at the time of allocation:
50%
Presence requirement and market performance condition:
wwOverall stock market performance of Foncière des Régions in relation to the EPRA index, defined as the change in
the share price over the reference period, taking account of all dividends or interim dividends (gross) reinvested on
the distribution date or other distributions reinvested on the distribution date.
wwThe performance rate will be applied to the number of shares.
50%
Presence requirement and internal performance condition not affected by the market:
wwThe number of performance shares is weighted by a coefficient corresponding to the average rate of achievement of
the bonus objectives between the year of allocation and the year preceding the acknowledgement of the achievement
of the performance target.
wwThis average performance rate will be applied to the target number of shares.
Share retention obligation for executive officers
These conditions combine external and internal performances,
thus providing shareholders with assurances that:
ww
it is also linked to the company’s operating performance: yearly
bonuses are linked to targets in line with budgets, the implementation of the strategy, growth of indicators, the financial
policy, etc.
The Board of Directors of Foncière des Régions has set a retention obligation of 50% for performance shares throughout the
term of office, until executive officers hold shares equivalent to
two years’ worth of fixed remuneration. Beyond that threshold,
Directors and officers will again be free to transfer shares.
This share retention obligation ensures a long-term alignment
between corporate officers and shareholders.
The LTI 2014 distributed in February 2015 took place in line with
all of these principles.
Attendance fees
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that Directors’ long-term compensation is directly linked to
Foncière des Régions’ stock market performance
The Chief Executive Officer is a Director of Beni Stabili, a 48.31%
controlled Italian subsidiary of Foncière des Régions. As such,
he received attendance fees for his directorship, amounting to
€56,000 in 2014.
The number of shares allocated is as follows:
ww
Christophe Kullmann: 13,000 performance shares (potentially
amounting to a maximum of 0.02% of equity)
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Olivier Estève: 7,000 performance shares (potentially amounting to a maximum of 0.01% of equity)
The Chief Executive Officer and Deputy General Manager, France,
received €9,500 and €9,300 respectively, by way of attendance
fees paid by the Group’s French subsidiaries.
The number of shares awarded is lower than in 2013 (15,000 and
8,000 respectively). This drop is due to the rise in the Foncière
des Régions share price of 39% in one year, which led the
Appointments and Remunerations Committee to suggest to the
Board that the number of shares allocated be decreased.
The Board has decided that, as of 2015, corporate officers will no
longer receive attendance fees from French subsidiaries.
Global position of such compensation in the marketplace
The number of performance shares awarded to corporate officers
accounted for 15% of all shares awarded for 2014.
Chief Executive Officer
The overall remuneration for 2014 paid to the Chief Executive
Officer, including all of these components (€2,010,000) is below
the average (€2,359,000) paid to the top executive directors of
SBF 80 companies.
Executive Officers receiving performance shares have undertaken
not to hedge their risk.
The performance conditions for shares subject to said condition
were reviewed for the first time in 2015. The Appointments and
Remunerations Committee noted that the overall stock market
performance of Foncière des Régions exceeded that of the EPRA
Eurozone index, and that the attainment rate of these targets over
the period exceeded the target, both for Christophe Kullmann and
Olivier Estève. Therefore, all shares awarded in February 2012
(8,900 shares for Christophe Kullmann and 5,000 shares for
Olivier Estève) were received in February 2012.
Since the start of the term of office, i.e. from 2011 to 2014
inclusive, the cash part of the remuneration remained stable.
The par-value increase from 2013 to 2014 affected the non-cash
and long term part paid in performance shares. It comes from a
rise in the bonus, particularly the rise in the Foncière des Régions
share price (39% in one year).
Finally, it is noted that since 2008, the Board of Directors, on
the recommendation of the Appointments and Remunerations
Committee, has put an end to schemes for allocation of stock
options that were previously activated in parallel with the
schemes for allocation of bonus shares.
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The tables below show the change in the cash/non-cash mix from 2013 to 2014.
2013
2014
32%
No Cash
42%
68%
No Cash
Cash
58%
Cash
The change in the fixed/variable/LTI mix between 2013 and 2014 illustrates the same phenomenon.
2013
28%
LTI
2014
33%
42%
LTI
Fixed
37%
Fixed
30%
30%
Variable
Variable
68% of the remuneration paid to the Chief Executive Officer is subject to performance conditions.
Deputy General Manager, France
The overall remuneration for 2014 paid to the Deputy General Manager (€1,070,000) is in line with the average (€1,031,000) paid to
peers from SBF 120 companies.
The cash part of the remuneration remained stable in 2014 compared with 2013. The par-value increase from 2013 to 2014 affected the
non-cash and long term part paid in performance shares. It comes from a rise in the bonus, particularly the rise in the Foncière des
Régions share price (39% in one year).
The tables below show the change in the cash/non-cash mix from 2013 to 2014.
2013
2014
30%
No Cash
37%
No Cash
Cash
70%
Cash
Foncière des Régions
63%
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The change in the fixed/variable/LTI mix between 2013 and 2014 illustrates the same phenomenon.
2013
2014
28%
33%
42%
LTI
LTI
Fixed
37%
Fixed
30%
30%
Variable
Variable
63% of the remuneration paid to the Deputy General Manager is subject to performance conditions.
Plurality of employment contract and holding office
Optional supplementary pension schemes
or non‑compete clause
Pursuant to the Afep-Medef recommendation, which provides
that: ”when a Director becomes a corporate officer of the
company, [it is recommended] that their employment contract
with the company is terminated, or that they resign.”, the employment contract of Christophe Kullmann was terminated by joint
agreement between Foncière des Régions and Mr Kullmann, on
26 November 2008, without payment of any compensation.
No Company Officer within the Group has a specific defined
benefit or defined contribution retirement scheme, nor a noncompete clause.
1.18.1.3.3. Remuneration of the Deputy General
Manager, Italy for 2014
Christophe Kullmann has since that date received GSC unemployment insurance.
Aldo Mazzocco, Deputy General Manager, Italy of Foncière des
Régions, earns fixed and variable remuneration from Beni Stabili
as Chief Executive Officer of this company. The remuneration is
determined by the Board of Directors of Beni Stabili, on the basis
of a proposal put forward by the Beni Stabili Appointments and
Remunerations Committee. It remained stable in 2014 compared
to 2013. Details are provided in the Foncière des Régions’
Reference Document.
He also has supplementary group mutual insurance covering
health-care expenses. He does not benefit from the Group
Incentive Plan.
Similarly, the employment contract with Olivier Estève, Deputy
General Manager, was terminated on 1 November 2012, without
payment of compensation. Since that date, he also benefits from
GSC unemployment insurance, as well as supplementary group
mutual insurance covering health-care expenses. He benefitted
for the last time in 2013 from the Group’s 2012 incentive plan.
Under its long-term incentive plan, Foncière des Régions awards
Aldo Mazzocco performance shares, which directly aligns his
corporate office at Foncière des Régions with the interests of
the company’s shareholders.
End-of-service benefit
For 2014, this long-term incentive stood at 5,500 bonus shares,
100% subject to the same performance criteria as those of the
Chief Executive Officer and Deputy General Manager, France.
After the abandonment without compensation of their employment contracts, which provided for the payment of a termination
benefit in the event of forced departure, the Board of Directors
proposed implementing an end-of-service benefit for the Chief
Executive Officer and the Deputy General Manager.
This award, made in February 2015, potentially amounts to a
maximum of 0.009% of the capital.
The par value increase in Aldo Mazzocco’s overall remuneration
from 2013 to 2014, as indicated in the Reference Document,
affected the non-cash and long term part paid in performance
shares. It comes from a rise in the Foncière des Régions share
price (39% in one year).
Such benefit would be paid only in the event of forced departure
due to a change of control or a change of strategy, which would
exclude cases in which they were to leave the company at their
own initiative, change functions within the Group or be able to
claim their retirement rights in short order.
Aldo Mazzocco does not have the benefit of a severance pay
clause in the event of forced departure under the terms of his
appointment to office at Foncière des Régions.
Compensation for the Chief Executive Officer and Deputy General
Manager are covered in Resolutions 5 and 6.
Foncière des Régions
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Management report 2014
Report of the board of directors on the draft resolutions to be submitted
to the Ordinary and Extraordinary General Meeting of Shareholders on 17 April 2015
SUMMARY TABLE OF THE REMUNERATION OF CHRISTOPHE KULLMANN, CHIEF EXECUTIVE OFFICER, FOR 2014
Amounts,
or valuation
for accounting
purposes,
subject to vote
Presentation
Fixed remuneration
€540,000 paid
in 2014
The Chief Executive Officer’s fixed salary was set in January 2011, at the commencement of his
term of office, at €540,000. It was unchanged during the entire term, from 2011 to 2014.
Annual variable
remuneration
€694,000
awarded, including
€540,000 paid in
03/2015
The target variable remuneration equals 100% of the fixed annual salary.
An upside of as much as 50% of the target, is provided for in the event of objectives being
exceeded. In an effort to align this with the interests of shareholders, the Committee proposes
that this upside portion of the bonus be paid, if at all, not in cash but in bonus shares,
which are to be conditional on the recipient remaining in the company’s employ for three years
after the award.
Finally, a "circuit breaker" provides for bonuses to be withheld in the event of a significant
deterioration in the company’s performance over the year. For 2014, passing the Loan
To Value (LTV) ratio threshold would have entailed the non-payment of bonuses.
Further to the 2014 performance review described above, the Board approved a bonus
representing 128% of the target. This bonus is increasing 10% from 2013 and less than 1%
from 2012.
This variable remuneration of €540,000 is paid in cash with the upside of €154,000 being
paid in company shares awarded, at the end of the vesting period, in 2018.
The remuneration paid in cash thus remained unchanged between 2011 and 2014.
Deferred variable
remuneration
€0
Not applicable
Multiannual variable
remuneration
€0
Not applicable
Extraordinary
remuneration
€0
Not applicable
Share options
N/A
Not applicable
The Board of Directors has not offered share subscription options since 2008.
Performance shares
€664,000
(valuation
for accounting
purposes)
The principles used to award performance shares are described below.
100% of share awards are subject to the following performance criteria, each analysed over
the three-year vesting period and indicated in the report above.
The number of performance shares awarded to the Deputy General Manager, Italy, for 2014,
reported as a percentage of equity, potentially amounts to a maximum of 0.02% of equity.
The 2014 award (in February 2015) was made within the context of the resolution adopted
by the General Meeting on 28 May 2014, granting the Board of Directors the option to award
bonus shares to employees and corporate officers, amounting to a maximum of 0.5%
of the share capital.
The Board of Directors of Foncière des Régions has set a retention obligation of 50% for bonus
shares throughout the term of office, until the Chief Executive Officer holds shares equivalent
to two years’ worth of fixed remuneration.
Attendance fees
€65,000
The Chief Executive Officer is a Director of Beni Stabili, a 48.3%-controlled Italian subsidiary
of Foncière des Régions. As such, in 2014, he received €56,000 in attendance fees for his
directorship.
He also received €9,500 in attendance fees paid by the Group’s listed French subsidiaries.
The Board has decided that, starting from 2015, corporate officers will no longer receive
attendance fees from French subsidiaries.
Valuation of benefits
of any kind
€47,000
This amount primarily comprises a company car and GSC unemployment insurance.
Elements of
remuneration due for
the fiscal year ended
Breakdown of overall
remuneration
The breakdown is provided in the report appearing above.
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Report of the board of directors on the draft resolutions to be submitted
to the ordinary and Extraordinary General Meeting of Shareholders on 17 April 2015
Elements of remuneration due or granted
for the fiscal year ended which are subject,
or have been subject, to a vote by the
General Meeting under the related party
agreements and commitments procedure
Amount subject
to a vote
Severance pay
€0
The potential benefits, as described above, would only be paid in the
event of forced departure due to a change of control or a change of
strategy, which would exclude cases in which the Chief Executive Officer
were to leave the company at his own initiative, change functions within
the Group or be able to claim his retirement rights in short order.
It was approved by the Board of Directors on 5 December 2014 and will
be subject to the approval of shareholders at the General Meeting
on 17 April 2015, by voting on Resolution 5.
Compensation for non-compete clause
Not applicable
There is no non-compete clause.
Supplementary pension scheme
€0
No supplementary pension scheme is in place.
Employment contract
€0
There is no employment contract.
Presentation
SUMMARY TABLE OF THE REMUNERATION OF OLIVIER ESTÈVE, DEPUTY GENERAL MANAGER, FOR 2014
Elements of
remuneration due for
the fiscal year ended
Amounts,
or valuation
for accounting
purposes,
subject to vote
Presentation
Fixed remuneration
€350,000
paid in 2014
In 2011, the Board decided to gradually raise the Deputy General Manager’s fixed remuneration
to €350,000 over a three-year period. This level was reached in 2013 and Olivier Estève’s fixed
remuneration will remain unchanged in 2014.
Annual variable
remuneration
€317,000
awarded including
€262,000
paid in 03/2015
The target variable remuneration equals 75% of the fixed annual salary.
An upside of as much as 50% of the target, is provided for in the event of objectives being
exceeded. In an effort to align this with the interests of shareholders, the Committee proposes
that this upside portion of the bonus be paid, if at all, not in cash but in bonus shares,
which are to be conditional on the recipient remaining in the company’s employ for three years
after the award.
Finally, a ”circuit breaker” provides for bonuses to be withheld in the event of a significant
deterioration in the company’s performance over the year. For 2014, passing the Loan To Value
(LTV) ratio threshold would have entailed the non-payment of bonuses.
Further to the 2013 performance review described above, the Board ordered a 2014 bonus
representing 121% of the target.
This variable remuneration of €262,000 is paid in cash with the upside of €55,000 being paid
in company shares awarded, at the end of the vesting period, in 2018.
Deferred variable
remuneration
€0
Not applicable
Multiannual variable
remuneration
€0
Not applicable
Extraordinary
remuneration
€0
Not applicable
Share options
N/A
Not applicable
The Board of Directors has not offered share subscription options since 2008.
Foncière des Régions
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Management report 2014
Report of the board of directors on the draft resolutions to be submitted
to the Ordinary and Extraordinary General Meeting of Shareholders on 17 April 2015
Elements of
remuneration due for
the fiscal year ended
Amounts,
or valuation
for accounting
purposes,
subject to vote
Presentation
Performance shares
€357,000
(valuation
for accounting
purposes)
The principles used to award performance shares are described below.
100% of the shares granted are subject to performance criteria, identical to those granted to
the Chief Executive Officer.
The number of performance shares awarded to the Deputy General Manager, Italy, for 2014,
reported as a percentage of equity, potentially amounts to a maximum of 0.01% of share capital.
The 2014 award (in February 2015) was made within the context of the resolution adopted
by the General Meeting on 28 May 2014, granting the Board of Directors the option to award
bonus shares to employees and corporate officers amounting to a maximum of 0.5%
of the share capital.
The Board of Directors of Foncière des Régions has set a retention obligation of 50% for bonus
shares throughout the term of office, until the Deputy General Manager holds shares equivalent
to two years’ worth of fixed remuneration.
Attendance fees
€9,000
The Deputy General Manager received €9,300 in attendance fees paid by the Group’s listed
French subsidiaries.
The Board has decided that, starting from 2015, corporate officers will no longer receive
attendance fees from French subsidiaries.
Valuation of benefits
of any kind
€36,000
This amount primarily comprises a company car and GSC unemployment insurance.
Breakdown of overall
remuneration
The breakdown is provided in the report appearing above.
Elements of remuneration due or granted
for the fiscal year ended which are subject,
or have been subject, to a vote by the
General Meeting under the related party
agreements and commitments procedure
Amount subject
to a vote
Severance pay
€0
This potential benefit is exactly the same as that of the Chief Executive
Officer. It is described in the report below.
It was approved by the Board of Directors on 5 December 2014 and will
be subject to the approval of shareholders at the General Meeting
on 17 April 2015, by voting on Resolution 6.
Remuneration for non-compete clause
Not applicable
There is no non-compete clause.
Supplementary pension scheme
€0
No supplementary pension scheme is in place.
Employment contract
€0
There is no employment contract.
Foncière des Régions
Presentation
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1
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Report of the board of directors on the draft resolutions to be submitted
to the ordinary and Extraordinary General Meeting of Shareholders on 17 April 2015
SUMMARY TABLE OF THE REMUNERATION OF ALDO MAZZOCCO, DEPUTY GENERAL MANAGER, FOR 2014
Elements of
remuneration due for
the fiscal year ended
Amounts,
or valuation
for accounting
purposes,
subject to vote
Fixed remuneration
Not applicable
Not applicable
Aldo Mazzocco earns fixed and variable remuneration from Beni Stabili as Chief Executive
Officer of this company. The remuneration is determined by the Board of Directors
of Beni Stabili, on the basis of a proposal put forward by the Beni Stabili Appointments
and Remunerations Committee. Details are provided in the Reference Document.
Annual variable
remuneration
Not applicable
Not applicable
Deferred variable
remuneration
Not applicable
Not applicable
Multiannual variable
remuneration
Not applicable
Not applicable
Extraordinary
remuneration
Not applicable
Not applicable
Share options
Not applicable
Not applicable
Performance shares
€255,000
(valuation
for accounting
purposes)
The principles used to award performance shares are described below.
100% of share awards are subject to the same performance criteria as those set for
the Chief Executive Officer, each analysed over the three-year vesting period and shown
in the report above.
The number of performance shares awarded to the Deputy General Manager, Italy, for
2014, reported as a percentage of equity, potentially amounts to a maximum of 0.009%
of share capital.
The 2014 award (in February 2015) was made within the context of the resolution adopted
by the General Meeting on 28 May 2014, granting the Board of Directors the option to award
bonus shares to employees and corporate officers amounting to a maximum of 0.5%
of the share capital.
The Board of Directors of Foncière des Régions has set a retention obligation of 50%
for bonus shares throughout the term of office, until the Deputy General Manager holds
shares equivalent to two years’ worth of fixed remuneration.
Attendance fees
€0
Not applicable
Valuation of benefits
of any kind
€0
Not applicable
Presentation
Elements of remuneration due or granted
for the fiscal year ended which are subject,
or have been subject, to a vote by the
General Meeting under the related party
agreements and commitments procedure
Amount subject
to a vote
Severance pay
€0
Aldo Mazzocco does not have the benefit of a severance pay clause
in the event of forced departure under the terms of his appointment
to office at Foncière des Régions.
Compensation for non-compete clause
€0
Not applicable
Supplementary pension scheme
€0
No supplementary pension scheme is in place.
Employment contract
€0
There is no employment contract with Foncière des Régions.
Foncière des Régions
Presentation
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Management report 2014
Report of the board of directors on the draft resolutions to be submitted
to the Ordinary and Extraordinary General Meeting of Shareholders on 17 April 2015
1.18.1.4. Renewal of terms of Directors
(Resolutions 11 to 18)
Mr Sergio Erede did not seek renewal of his term expiring at
the end of the Ordinary and Extraordinary General Meeting of
Shareholders on 17 April 2015. The company Aterno also did not
seek renewal of its term, and the appointment of Mr Romolo
Bardin who represented it, is being presented to you.
The terms of office for the Directors appointed on 31 January
2011 expire at the end of the Ordinary and Extraordinary General
Meeting of Shareholders on 17 April 2015, under Resolutions
11 to 18, you will be asked to renew the terms of office for the
below-mentioned Directors. In order to set up regular and
seamless staggering of the terms of office of Directors, the
Board of Directors, upon proposal from the Appointments and
Remunerations Committee, at its meeting on 19 February 2015,
determined the duration for staggering the different terms of
office for Directors whose renewal or appointment is proposed
by the General Meeting, proposing to exceptionally reduce the
duration of some of these terms of office, over two or three years,
rather than four years.
1.18.1.5. Appointment of Mr Romolo Bardin
and Ms Delphine Benchetrit as
Directors (Resolutions 19 and 20)
In Resolution 19, it is proposed that you appoint Mr Romolo
Bardin as Director of the company. Subject to the adoption of
Resolution 23 relative to amending Article 13 of the Articles of
Association, Mr Romolo Bardin’s term of office will be for a period
of three (3) years to expire at the end of the General Meeting of
Shareholders convened in 2018 to approve the financial statements for the fiscal year ending 31 December 2017.
Consequently, subject to the adoption of Resolution 23 concerning the modification of Article 13 of the company’s Articles of
Association, the terms for renewal of these Directors would be
as follows:
Mr Romolo Bardin
36 years old
ww
the term for Mr Jean Laurent (Resolution 11) will be maintained
for a term of four (4) years expiring at the end of the General
Meeting of Shareholders called in 2019 to approve the financial
statements for the fiscal year ending 31 December 2018
Romolo Bardin is a graduate of Business Management at
Ca’Foscari University in Venice. He is Deputy Financial Director
of Delfin SARL. Prior to that he held positions at Sunglass Hut
Europe in London, and Luxottica Group in Italy. He has already
been sitting on the Board of Directors of Foncière des Régions
since 31 January 2011 as a representative of Aterno.
ww
the term for Mr Leonardo Del Vecchio (Resolution 12) will
be maintained for a term of four (4) years expiring at the
end of the General Meeting of Shareholders called in 2019
to approve the financial statements for the fiscal year ending
31 December 2018
Employment and functions exercised at the company: Permanent
representative of Aterno, Director and member of the Audit
Committee.
ww
the term for the company ACM Vie (Resolution 13) will be
reduced to a term of three (3) years expiring at the end of
the General Meeting of Shareholders called in 2018 to
approve the financial statements for the fiscal year ending
31 December 2017
Number of company shares held: 3,200.
In Resolution 20, it is proposed that you appoint Mrs Delphine
Benchetrit as Director of the company. Subject to the adoption
of Resolution 23 relative to amending Article 13 of the Articles of
Association, Mrs Delphine Benchetrit’s term of office will be for
three (3) years to expire at the end of the General Meeting of
Shareholders convened in 2018 to approve the financial statements for the fiscal year ending 31 December 2017.
ww
the term for Mr Jean-Luc Biamonti (Resolution 14) will
be reduced to a term of two (2) years expiring at the end
of the General Meeting of Shareholders called in 2017 to
approve the financial statements for the fiscal year ending
31 December 2016
Mrs Delphine Benchetrit
ww
the term for the company GMF Vie (Resolution 15) will be
maintained for a term of four (4) years expiring at the end
of the General Meeting of Shareholders called in 2019 to
approve the financial statements for the fiscal year ending
31 December 2018
46 years old
Delphine Benchetrit is a graduate of the École Supérieure de
Commerce de Paris and has a Master’s in Corporate Finance. She
began her career in 1994 as an investor within the Affine group,
then was a banker at Natixis. As Executive Director, in 2004 she
created the real estate department of Lehman Brothers France.
Since 2009, Delphine Benchetrit has founded and manages
the company Finae Advisors, an independent financial advisory
company for real estate investors.
ww
the term for Mr Bertrand de Feydeau (Resolution 16) will
be maintained for a term of four (4) years expiring at the
end of the General Meeting of Shareholders called in 2019
to approve the financial statements for the fiscal year ending
31 December 2018
ww
the term for the company Predica (Resolution 17) will
be reduced to a term of two (2) years expiring at the end
of the General Meeting of Shareholders called in 2017 to
approve the financial statements for the fiscal year ending
31 December 2016
Employment and functions at the company: None.
Number of company shares held: None.
On 19 February 2015, the Board examined Delphine Benchetrit’s
independence criteria. She has never directly or indirectly been in
significant business relations or occupied any executive function
within Foncière des Régions or a company in its group or division.
She also meets all the Afep-Medef independence criteria.
ww
the term for Mr Pierre Vaquier (Resolution 18) will be reduced
to a term of two (2) years expiring at the end of the General
Meeting of Shareholders called in 2017 to approve the financial
statements for the fiscal year ending 31 December 2016.
The Board thus deemed that Delphine Benchetrit could be
considered an independent Director.
Biographical details and a list of all of the terms and functions
exercised by the latter individuals at 31 December 2014, as well
as for the last five fiscal years, appears in 1.14.3 of the 2014
Reference Document.
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Report of the board of directors on the draft resolutions to be submitted
to the ordinary and Extraordinary General Meeting of Shareholders on 17 April 2015
The Board of Directors noted that if Resolutions 11 to 20 are
approved by the General Meeting, the changes in the composition
of the Board will make it possible to continue to improve the
Governance of the company:
The buyback by the company of its treasury shares would result in:
ww
awarding shares to corporate officers or employees of the
company and/or of companies belonging to its group
ww
delivering shares upon the exercise of rights attached to
securities entitled to the award of company shares
ww
the proportion of independent Directors would thus increase
from 50% to 57%
ww
delivering as payment or exchange (up to a limit of 5% of the
capital), specifically within the context of external growth,
merger, spinoff or contribution operations
ww
the percentage of female Directors would rise from 29% to 36%
ww
the percentage of international Directors would decrease from
36% to 29%.
ww
cancelling shares in whole or in part, subject to the adoption
of Resolution 26
1.18.1.6. Authorisation to be granted to the
Board of Directors for the company
to purchase treasury shares
(Resolution 21)
ww
setting up a liquidity agreement, noting that by law, in the
event of acquisition under a liquidity agreement, the number
of shares considered for calculation of the 10% limit of the
share capital amount would match the number of shares
purchased, deducting the number of shares resold during the
authorisation granted by the General Meeting.
In Resolution 21, it is proposed that you authorise a share
buyback programme. The principal characteristics of this
programme will be the following:
This authorisation would be given to the Board of Directors for
a period of 18 months with effect from the date of the General
Meeting on 17 April 2015 and would immediately terminate the
authorisation for the unused portion, given by the Ordinary and
Extraordinary General Meeting of Shareholders on 28 April 2014.
ww
the number of shares bought back may not exceed 10% of the
company’s share capital
ww
the purchase price may not exceed €100 per share (excluding
acquisition costs)
Prior to implementing it, the company would publish a description of the programme in the form set out under Article 241-1 of
the AMF Regulations.
ww
the maximum amount of funds allocated to the buyback
programme would be €150,000,000
ww
this programme may not be implemented during a public
takeover bid.
1.18.2. Extraordinary resolutions
1.18.2.1. Changes to the Articles of
Association (Resolutions 22 to 24)
1.18.2.2. Financial authorisations to confer
upon the Board of Directors
(Resolutions 25 to 29)
The purpose of Resolution 22 is to modify Article 10 of the
Articles of Association so as not to confer double voting rights,
established by French law no. 2014-384 of 29 March 2014, known
as the ”Florange” law (effective 1 April 2014), to fully paid-up
shares held in registered form for at least two years by the same
shareholder, and in accordance with the option conferred by
Article L. 225-123 paragraph 3 of the French Commercial Code.
This is so that each shareholder will continue to have the same
number of votes as he or she has shares.
You will be asked to renew, in the Extraordinary General Meeting,
certain financial authorisations granted to your Board of Directors
and to authorise it, within the limits and conditions that you will
set, to decide on the issuance of shares and/or securities directly
or indirectly providing access to the company’s share capital.
The Board of Directors wishes to continue having the means that
enable it, if necessary, by calling upon the markets, to quickly
and flexibly gather the financial resources needed for the development of your company.
You are being asked, under Resolution 23, to modify Article 13 of
the Articles of Association introducing the provisions necessary to
implement and maintain staggered terms of office for Directors.
As the Appointments and Remunerations Committee has considered it advisable to allow staggered and balanced renewals of
the terms of office of Directors, it is proposed to the shareholders
to appoint or renew certain Directors for a term of two (2) or three
(3) years, in exceptional circumstances,
You will also be asked to authorise the Board of Directors
to reduce the company’s share capital by cancelling shares
purchased within share buyback programmes adopted by the
company.
In proposing to you that you grant it these authorisations, the
Board of Directors seeks to clearly explain to you the impact of
the corresponding resolutions submitted to your approval.
Resolution 24 amends the Articles of Association to harmonise
and/or update a number of provisions. You will be asked to adopt
the complete text of the Articles of Association thus amended.
Foncière des Régions
The company auditors will prepare their own reports on the
financial authorisations, which will be made available to you in
accordance with legal and regulatory conditions.
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Report of the board of directors on the draft resolutions to be submitted
to the Ordinary and Extraordinary General Meeting of Shareholders on 17 April 2015
1.18.2.2.1. Authorisation to be granted to the
Board of Directors to increase the
share capital of the company through
the capitalisation of reserves, earnings
or premiums (Resolution 25)
1.18.2.2.3. Authorisation to be granted to the
Board of Directors to issue shares
and/or securities giving access to
the company’s capital, maintaining
shareholders’ preferential subscription
rights (Resolution 27)
Under Resolution 25, you will be called upon to decide on
the authorisation to be given to the Board of Directors, who
may sub-delegate its authority, to carry out a capital increase,
through capitalisation of all or part of the reserves, earnings,
premiums or other sums for which capitalisation would be
permitted. This transaction would not necessarily translate into
the issue of new shares.
In Resolution 27, it is proposed that you delegate to the Board
of Directors, who may sub-delegate this authority, powers to
issue shares in the company and/or other securities (including
warrants for new or existing shares), giving access by any means,
immediately or in the future, to capital in the company, in a
subsidiary in which the company holds more than 50% of the
shares directly or indirectly, or in a company directly or indirectly
holding more than 50% of the company’s shares, issued for
free or against payment, maintaining shareholders’ preferential
subscription rights.
This authorisation, which would be granted for a period of
26 months, would enable the Board of Directors to decide on
one or more capital increases, up to a maximum nominal amount
of €20,000,000 (excluding adjustments to protect holders of
transferable securities eventually providing access to shares).
This cap is set independently and separately from the capital
increase ceilings resulting from share or security issues approved
under Resolutions 27 and 29.
The Board of Directors may use this authority, in order to have
the necessary funds available at the appropriate time to develop
the company’s business.
In case of deferred access to shares of the company, i.e. by transferable securities providing access to company shares by any
means, your decision would involve waiver by the shareholders of
their preferential right to subscribe for the shares to which these
securities would be entitled.
All powers, in particular to determine the nature and the amount
of the sums to be capitalised, as well as the procedure(s) in
which the capital will be increased (increasing the face value of
existing shares and/or awards of bonus shares), will be granted
to the Board of Directors to ascertain the execution of any capital
increase and amend the Articles of Association accordingly, as
well as to make any adjustments required by law.
The maximum nominal amount of capital increases liable to
be made would be set at €50,000,000. This amount would be
independent of, and separate from the capital increase ceilings
resulting from share and/or security issues approved under
Resolutions 25, 28 and 29.
This authorisation may not be used without your formal agreement
during a public purchase or exchange bid on the company’s shares.
This authorisation would immediately terminate the authorisation
given by the Ordinary and Extraordinary General Meeting on
28 April 2014, for the unused portion.
The nominal amount of debt instruments providing access to the
company’s capital that are liable to be issued may not exceed a
total amount of €750,000,000. This amount would also constitute
an overall nominal ceiling for securities issues made under
Resolutions 27 and 28.
1.18.2.2.2. Authorisation to be granted
to the Board of Directors to reduce
the company’s share capital through
the cancellation of shares
(Resolution 26)
The issue price of securities providing access to the company’s
capital would be determined by the Board of Directors if and
when it implements this authorisation, in keeping with legal and
regulatory provisions.
Shareholders would have a preferential right, in proportion to
the value of their shares, to subscribe the shares and securities
issued under this Resolution.
Concurrently with the authorisation given to the company to
conduct transactions in its own shares under Resolution 21, it is
proposed in Resolution 26, that you should authorise the Board
of Directors, who may sub-delegate this authority, to cancel
shares acquired by the company under the buyback programme
authorisation submitted in Resolution 21, or in any Resolution
having the same purpose and the same legal basis.
This authorisation could not be used without your formal agreement during periods of pubic purchase or exchange offers on the
company’s shares.
This authorisation would be given to the Board of Directors for
a period of 26 months with effect from the General Meeting on
17 April 2015 and would immediately terminate the authorisations
given by the Ordinary and Extraordinary Meeting of Shareholders
of 28 April 2014, for the unused portion.
As provided for under French law, shares may only be cancelled
up to a limit of no more than 10% of the share capital per
24 month period.
Consequently, you will be asked to authorise the Board of
Directors to reduce the share capital under applicable legal
conditions.
This authorisation, given for a period of 18 months, would
immediately terminate the authorisation given by the Ordinary
and Extraordinary Meeting of Shareholders on 28 April 2014, for
the unused portion.
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Report of the board of directors on the draft resolutions to be submitted
to the ordinary and Extraordinary General Meeting of Shareholders on 17 April 2015
1.18.2.2.4. Authorisation to be granted to the
Board of Directors to issue, through
public offerings, debt securities
providing access to the company’s
capital, without preferential
subscription rights (Resolution 28)
1.18.2.2.5. Authorisation to be granted to the
Board of Directors to undertake capital
increases reserved to employees of
the company and of companies of
the Foncière des Régions group that
are members of a company savings
plan, with waiving of shareholders’
preferential right of subscription
(Resolution 29)
The Board of Directors may, in the interest of the company and
its shareholders, in order to seize the opportunities offered by
the financial markets, be led to issue such securities without
preferential subscription rights. The renewal of this authorisation
is, in particular, part of a wider aim in respect of a bond issue,
which may take the form of bonds redeemable in cash/and or in
new or existing shares (ORNANE).
You will be asked, under Resolution 29, to delegate to the
Board of Directors your power to decide on increasing capital
according to the provisions of the French Commercial Code
(Articles L. 225-129-2, L. 225-129-6, L. 225-138 et seq. of the
Labour Code (Article L. 3331-1 et seq.) concerning issues of
shares or transferable securities giving access to company
shares either in existence or to be issued that are reserved for
employees participating in the savings plan of the company and/
or of affiliated companies under Article L. 225-180 of the French
Commercial Code.
You are also asked, by voting on Resolution 28, to authorise the
Board of Directors to issue, by means of a public offering, without
preferential subscription rights for shareholders, debt securities
providing access to existing or new company shares, for a period
of twenty six months.
Your decision would imply a waiver of your preferential subscription right to the shares or other equity instruments of the
company to which the debt securities issued on the basis of this
authorisation may entitles you.
This authorisation would be granted for a maximum nominal
capital increase amount, immediately or in the future, resulting
from the issues made pursuant to this authorisation (including the capitalisation of reserves, earnings or premiums), of
€500,000, set irrespective of the par value of the shares that may
be issued as a result of adjustments made to protect the holders
of transferable securities giving future access to shares. This cap
would be independent of any other authorisation granted by the
General Meeting.
The nominal amount of the total debt securities issued may not
exceed €750,000,000, the overall ceiling for all debt instruments
set by Resolution 27.
The maximum nominal amount of capital increases of the
company that may be made in the future under this authorisation
may not exceed €25,000,000 and would be independent and
separate from the caps for capital increases resulting from the
issuance of shares and/or transferable securities authorised by
Resolutions 25, 27 and 29.
You will be requested to expressly waive your shareholder’s preferential subscription right to new shares or to securities giving
access to the company’s equity in favour of these employees.
The subscription price of the shares and the discount offered will
be set by the Board of Directors on the understanding that the
discount offered may not exceed 20% of the average share price
for the twenty trading days preceding the date of the decision
to open the subscription period, and 30% of this same average
when the retention period provided for in the plan is greater than
or equal to 10 years, provided that the Board may also replace
all or part of said discount by the allocation of shares or other
securities.
The Board of Directors would set the issue price for the securities
and the terms of remuneration of debt securities, in the best
interests of the company and its shareholders. To this end, it
would take into consideration, in particular, the nature of the
securities issued, the trends in the stock markets and in the
markets where the company shares are traded, the possible
existence of preferential rights granted to shareholders, interest
rates applied to debt instruments, the number of shares that
such debt instruments would be entitled to, and more generally
the characteristics of the issued securities.
The Board may likewise provide for the allocation of bonus shares
or other securities giving access to the company’s equity, it being
understood that the total benefit resulting from this allocation
as a company contribution or, where applicable, the discount on
the subscription price, may not exceed the legal and regulatory
limits and that the shareholders waive all rights to shares or
other securities giving access to the company’s capital that may
be issued by virtue of this Resolution.
This authorisation may not be used without your formal agreement during a public purchase or exchange bid on the company’s
shares.
This authorisation would be given to the Board of Directors for
a period of 26 months with effect from the General Meeting on
17 April 2015 and would immediately terminate the authorisations
given by the Ordinary and Extraordinary Meeting of Shareholders
on 28 April 2014, for the unused portion.
Foncière des Régions
This authorisation would be given to the Board of Directors for
a period of 26 months with effect from the General Meeting on
17 April 2015 and would immediately terminate the authorisations
given by the Ordinary and Extraordinary Meeting of Shareholders
on 28 April 2014, for the unused portion.
142
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Management report 2014
Report of the board of directors on the draft resolutions to be submitted
to the Ordinary and Extraordinary General Meeting of Shareholders on 17 April 2015
1.18.2.3. Powers for formalities (Resolution 30)
Resolution 30 is a standard resolution concerning the granting of the powers required to make announcements and perform legal
formalities relating to holding the General Meeting.
We believe that these transactions, under these conditions, are a timely measure and we ask you to approve the resolutions to be
presented to you.
The Board of Directors
Foncière des Régions
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1
2
SUSTAINABLE
DEVELOPMENT
2.1. 50% OF GREEN ASSETS,
2.4. STRONG PARTNERSHIPS WITH
ONE YEAR AHEAD
OF OUR GOAL!146
TENANTS THAT STRENGTHEN
THE HOTELS AND SERVICE
SECTOR BUSINESS
2.4.1.
2.4.2.
2.4.3.
2.2. FONCIÈRE DES RÉGIONS, A
SUSTAINABLE GROWTH MODEL 147
2.2.1.
2.2.2.
2.2.3.
2.2.4.
2.2.5.
Partnership, the cornerstone
of a long-term strategy147
A business model for sustainable
value creation149
Turning risks into opportunities
154
The materiality matrix: a strategic
tool to help CSR steering156
A sustainable development strategy
for value creation
158
2.5.1.
2.5.2.
Challenges specific to logistics
180
Reducing the environmental footprint 180
2.6. DYNAMIC MANAGEMENT OF
THE RESIDENTIAL PORTFOLIO 182
2.6.1.
2.6.2.
Towards 100% green assets
164
An ever-changing portfolio
165
Innovation, a value-creation driver
168
Improving the energy performance
of buildings169
Reducing the climate footprint
171
Controlling health and climate risks 172
Limiting environmental impacts
by anticipating regulations173
2.6.3.
2.6.4.
Issues specific to housing
182
A comprehensive sustainable
development policy
183
Immeo AG, the German model
of integrated CSR183
French housing at a time
of ecological transition186
2.7. AN APPROACH SHARED
WITH ALL SUBSIDIARIES190
2.7.1.
2.7.2.
Foncière des Régions
177
OUR LOGISTICS BUSINESS180
OF GREEN OFFICES164
2.3.5.
2.3.6.
2.3.7.
176
177
2.5. THE PERFORMANCE OF
2.3. A PORTFOLIO
2.3.1.
2.3.2.
2.3.3.
2.3.4.
Innovating to support users
Designing eco-friendly assets
Speeding up the environmental
transition of the portfolio
176
144
Beni Stabili plays a major role
in the sustainable commercial
real estate market in Italy190
Urbis Park, a global car park operator
and player in urban mobility solutions 193
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2.8. PROMOTING REGIONAL
2.11. CSR PERFORMANCE
EXPANSION195
2.8.1.
2.8.2.
2.8.3.
2.9. HUMAN CAPITAL
2.9.1.
2.9.2.
2.9.3.
2.9.4.
2.9.5.
2.9.6.
2.11.1.
Accelerating regional transformation 195
Turning each site into a biodiversity
driver199
Capitalising on trust-based
199
relationships with our suppliers
2.11.2.
2.11.3.
2.11.4.
2.11.5.
2.11.6.
2.11.7.
202
A human resources policy
that supports the group strategy202
Ensuring the development of skills
and rewarding the performance
204
of each employee
Act for Quality of Life at Work
206
Promoting diversity and equality
207
Guaranteeing transparent social
dialogue207
Joining forces for sustainable
development208
Recognition of our performance
by analysts217
A clear and transparent methodology 218
Environmental indicators
218
Social indicators
251
Article 225 of the Grenelle 2 Law
Concordance Table
262
GRI 4 Content Index and CRESD
264
Annex: Foncière des Régions
materiality concordance table
and GRI 4 indicators269
2.12. VERIFICATION
BY AN INDEPENDENT
THIRD PARTY AUDITOR271
2.10. OPEN AND TRANSPARENT
GOVERNANCE210
2.10.1.
2.10.2.
2.10.3.
2.10.4.
2.10.5.
2.10.6.
A governance structure that adheres
to the requirements of the Afep‑Medef
Code and ensures its effectiveness
210
Corporate governance around
the Board of Directors211
An Executive Committee interested
in CSR performance213
General Meetings
213
Addressing shareholder concerns
and ensuring transparency
of financial information214
Promoting fair and ethical practices 214
Foncière des Régions
217
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Sustainable development
50% of green assets, one year ahead of our goal!
2.1. 50% OF GREEN ASSETS, ONE YEAR AHEAD OF OUR GOAL!
In 2014, Foncière des Régions proceeded to implement its
strategy focusing on our French and Italian office portfolios
together with our two areas of diversification, the residential
segment in Germany and hotels Europe-wide. In practical terms,
this has meant the ramping-up of our real estate developments
in major European cities, in particular the delivery of more
than 34,953 m2 in green properties(1). We have strengthened
our operations in Germany through our residential subsidiary
Immeo AG and diversified our hotel partnerships with leading
brands in the sector in Europe (NH Hotel Group, Meininger,
Motel One). We also have expanded our service offer in the
market with the creation of an investment vehicle for premises
and business assets. Finally, we have increased our disposals
in non-core activities (logistics, car parks), and improved our
financial indicators (renegotiating debt at favourable conditions
and diversifying financing sources, raising capital, etc.). All these
strategic achievements have enabled us to boast strong and longlasting real estate and financial fundamentals.
In preparing this new road map, we also studied the expectations
of our stakeholders and analysed the most important CSR
challenges for our company.
These considerations also enrich our extra-financial reporting
approach, which applies the best international standards,
such as GRI 4(2) (reaching “Core” level with the CRESD sector
supplement(3)) and the framework introduced by the International
Integrated Reporting Council (IIRC) at the end of 2013. Focused
on the best reporting practices, we decided to follow the
principles of Integrated Reporting (<IR>) in order to better reflect
the company’s performance. This choice also highlights the
interconnected nature of the business and CSR dimensions of
our expertise and industries. We are convinced that the innovation
and development of our expertise represent a special driver
of value creation, in particular against the difficult economic
environment in France and the rest of Europe.
Our CSR policy is currently recognised by rating agencies (DJSI,
FTSE4Good, GRESB, Vigeo, etc.) and received numerous awards
this year: Trophée France GBC, Trophée des SIIC, EPRA Gold
Award, Grand Prix de l’Agefi.
In addition to this considerable progress, Foncière des Régions
has reached the goal we set in 2010 one year ahead of schedule:
50% of our assets are now green (50.1% at the end of 2014).
This headway reflects the long-standing ambition of Foncière des
Régions to design and offer its partners (companies and regions)
real estate that is ever more suitable and effective.
We will draw on this comprehensive approach to fully integrate
CSR considerations into our business activities in 2015, a year
that will be marked by the 21st conference on climate change
(COP 21) to be held in Paris. This global event will set the course
for environmental policy up to 2050. Our long-term vision of value
creation includes these developments and forces us to constantly
look towards the future to identify and interpret the key trends
likely to have an impact on our business segments.
For this reason, we pledge to continue our ambitious sustainable
development policy by establishing a new road map for the
2015/2020 period (see Chapter 2.2.5.3), in particular by increasing
our target for greening our portfolio, with the aim of reaching
100% green properties by the end of 2020.
Convinced of the transformative and cross-disciplinary nature
of sustainable development and CSR, Foncière des Régions
includes the social and societal dimensions of its business
activity in this process. Backed by one of the most dynamic
human resources policies within our industry, we will continue
to help our employees grow by focusing on the development of
skills, work/life balance, the prevention of psychosocial risks and
the involvement of employees in the company’s performance.
From a societal perspective, it is extremely important to us that
the impact of our business activity on regional economies is taken
into account, and that our stakeholders (suppliers, partners and
shareholders) are included in every stage of our considerations.
(1)
(2)
(3)
Christophe Kullmann
Chief Executive Officer
HQE and/or BREEAM certified assets (construction and/or operation) and/or labelled assets (BBC, HPE or THPE).
Global Reporting Initiative – version 4.
CRESD: Construction and Real Estate Sector Disclosure.
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Foncière des Régions, a sustainable growth model
2.2. FONCIÈRE DES RÉGIONS, A SUSTAINABLE GROWTH MODEL
Established in the early 2000s, Foncière des Régions quickly became a major player in the European listed REIT sector. Operating
globally, Foncière des Régions develops, manages, renovates, and trades primarily commercial assets. It has built its success around
one key value: partnership.
2.2.1. Partnership, the cornerstone of a long-term strategy
As a SIIC (Société d’Investissement Immobilier Cotée – French
Listed Real Estate Investment Trust), Foncière des Régions aims
to create value for its stakeholders over the long term using a
number of levers: appreciation of assets held, sustainable development, construction, etc. The quality of the partnerships that
Foncière des Régions has built up with its Key Accounts tenants
(such as Orange, EDF, Thales, Accor, B&B Hôtels and Suez
Environnement), combined with a very long-term commitment,
represents the basis for its strategy and a major differentiator
vis-à-vis its peers.
reduced mobility, to biodiversity etc. The real estate market has
changed in France in favour of “green” products, namely those
which are HQE, BREEAM and LEED certified(2). Germany, and
more recently Italy, have also seen this shift, initially concentrated
in prime real estate.
Since 2009, Foncière des Régions has had a sustainable
development strategy, including goals and ambitious action
plans, which have required us to build up new expertise (energy
and environmental mapping of assets since 2009/2010, first life
cycle analyses (LCA) in 2010, building information modelling
(BIM) since 2012 etc.), and carry out innovative works (air quality,
biodiversity, responsible purchasing, functionality economy etc.),
making it a pioneer in many CSR segments. In 2014, Foncière
des Régions was actively involved in the development of the
“Building and Biodiversity” guide published by the HQE and Orée
associations; we drew up two charters on biodiversity for internal
use, as well as a Green Works Charter for tenants, demonstrating
our desire to involve and support our stakeholders (partners,
tenants, local authorities, neighbourhood, etc.) in rolling out our
CSR approach. This partnership approach enables us to both
deepen the trust and legitimacy we enjoy, to help cut operational
costs and charges and to enhance the quality of our assets over
the long term.
Against a background of economic uncertainty, the French
real estate market remained buoyant in 2014, with customers
becoming more demanding in terms of services, environmental
performance and accessibility. Foncière des Régions has unique
experience supporting occupiers with the joint construction of
innovative real estate solutions, both as regards construction
and financing. Since 2007, the various aspects of sustainable
development have been rapidly incorporated into all stages of the
business model of the group’s various business lines (acquisition,
development, management, renovation).
2.2.1.1. Keeping pace
with the fast-moving market
Managed and tracked via comprehensive and accurate reporting,
this key strategy is now the cornerstone of the group’s overall
asset management strategy, which is focused on innovation
driving differentiation and value creation for each of its activities.
Foncière des Régions is active in markets that offer strong
potential, including France, Italy (via our subsidiary Beni Stabili,
which is a leading player in the Italian office real estate market,
primarily in Milan and Rome), and Germany (via our subsidiary
Immeo AG, which owns and manages 41,000 housing units).
Conscious of the role REITs play in supporting companies and the
economy, the group has introduced the SIIC regime in all three
countries. This European tax regime is suited to their financial
constraints, both in terms of financing and the distribution of
income to shareholders.
2.2.1.2. An asset management strategy
based on excellence
The growth model of Foncière des Régions is based on a firm
commitment to our tenants, enabling them to make changes
to their real estate assets with the goals of streamlining and
enhancing performance.
Driven by key European directives including the energy
performance of buildings (EPBD(1)) and the transparency of
non-financial reporting, national regulations are adapting evolving
rapidly in response to the urgency of climate change issues and
social imperatives. The change seen by the building and real
estate sectors is unprecedented, with the establishment of a
regulatory framework that is progressively targeting all aspects of
construction, ranging from energy to accessibility for people with
(1)
(2)
At year end 2014, Foncière des Régions owned and managed
a €16 billion (€10 billion group share) portfolio and was a
European leader in the office and hotel segments, via our
subsidiary Foncière des Murs. Since 2008, the development of
green buildings with Key Accounts (Dassault Systèmes, Eiffage,
Thales, B&B Hôtels etc.) made it possible to establish beneficial
partnerships for both parties (owner and tenant), while continually
EPBD: Energy Performance of Buildings Directive.
HQE: High Environmental Quality – BREEAM: British Research Establishment Environmental Assessment Method – LEED: Leadership in Energy
and Environmental Design.
Foncière des Régions
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2
Sustainable development
Foncière des Régions, a sustainable growth model
improving the quality of our portfolio in favour of high performing
assets. Foncière des Régions has been able to take advantage
of sale and lease-back operations (where the seller becomes
the tenant) of individual assets (e.g. Citroën, Dégremont) or of
portfolios (including more than 300 assets with Orange, over
150 with Accor, 160 with B&B Hôtels). These players, leaders
in their sectors, are looking to work with a capable structure in
order to hold and finance assets over the long term. Even in an
environment with prolonged low interest rates, these internationally-recognised groups are electing to rent their operating
assets, turning to Foncière des Régions to design and hold their
properties, in line with their own property and CSR policies.
To pursue its development plan, Foncière des Régions has
chosen profitable, promising markets such as Greater Paris;
major French regional cities; Northern Italy (via our subsidiary
Beni Stabili) and fast-growing regions of Germany. In 2014,
Foncière des Régions took direct control of its German residential
subsidiary, Immeo AG (unlisted) and continued to expand its
hotel activities, particularly in Germany (B&B Hôtels) and the
Netherlands (NH Amsterdam let to NH Hotel Group).
€16 BILLION PORTFOLIO (GROUP SHARE €10 BILLION)
GEOGRAPHIC BREAKDOWN IN VALUE (GROUP SHARE)
The portfolio changes in 2014 saw a rebalancing of the various
asset classes; whilst offices remain the core business (two thirds
of the portfolio), there was a significant increase in hotels in
Europe and residential property in Germany (+100 basis points).
9%
Hotels
and Service Sector
17%
Germany
9%
2%
Other
Other
17%
German
Residential
20%
20%
Italy
45%
61%
France
France Offices
Italy Offices
2.2.1.3. Secured cash flows
Our sustainable development initiatives are designed to improve,
among other things, the comfort and well-being of occupants;
the control of operating expenses and the image and reputation
of the companies that occupy our buildings. They are playing an
increasing part in maintaining and improving the overall satisfaction of our tenants. These concrete contributions represent major
intangible assets for the group’s long-term success.
In 2014, the satisfaction of tenants and the quality of partnerships
made it possible to renew 8.2% of rental agreements, coming on
top of the 20% renewed in 2013.
With an average residual lease term of 5.8 years (6.8 years for
the Hotels and Service Sector business) and with debt contained
at 46.1%, Foncière des Régions enjoys strong cash flow visibility
over the coming years.
The group is highly trusted, particularly by its tenants, banks
and shareholders. This is clear from the success of the capital
increases (Hotels and Service Sector: €200 million, Immeo AG:
€200 million, Beni Stabili: €150 million) and fundraising through
the issue of ORNANE bonds (issue of bonds redeemable for cash
and/or new and/or existing shares) in 2011 and 2013.
In addition, with an average occupancy rate of 97.1% group wide,
and 100% for Foncière des Murs, Foncière des Régions benefits
from an investment strategy that favours single tenant sites,
without any structural vacancy or non-payments.
Foncière des Régions can plan for the future with confidence, with
a pipeline of projects under development of €1.5 billion (group
share) including €532 million already launched and 63% pre-let.
In 2014, this performance resulted in an increased dividend of
€4.30(1) offering a yield of 4.6%.
(1)
Subject to a vote at the General Shareholders’ Meeting of 17 April 2015.
Foncière des Régions
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Foncière des Régions, a sustainable growth model
ONGOING PORTFOLIO ADJUSTMENT
Committed Pipeline
2014
Projects
Controlled Pipeline
2013
2014
2013
14
15
25
19
Pre-let
63%
68%
Budget
€532 M
€631 M
€1 BN
€895 M
Additional rental income
Launched at signing
€38 M
€40 M
€70 M
€65 M
Targeted yield
>7%
>7%
>7%
>7%
Value creation
>10%
>10%
>10%
>10%
2.2.2. A business model for sustainable value creation
More specifically, the table on the next page shows how the
Foncière des Régions business lines create value over the
medium and long-term for each of the six capitals defined by
the International Integrated Reporting Council (IIRC). These
capitals can be tangible (e.g. industrial, natural) or intangible
(e.g. intellectual, human).
Foncière des Régions has been able to ensure value creation
at each stage of its business cycle, through innovation and new
partnership tools.
2.2.2.1. Foncière des Régions, active
throughout the business cycle
The company’s strategy, its areas of expertise, objectives and
action plans for each of these capitals help create long-term
tangible and intangible value for Foncière des Régions, its
stakeholders and society.
The introduction of environmental legislation in France via the
Grenelle and energy transition laws; the growing expectations
of tenants for buildings offering high levels of quality, comfort
and environmental performance, as well as pressure to reduce
operating costs and optimise asset value, make greening our
asset portfolio a key component of our strategy across all asset
life cycle stages.
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Sustainable development
Foncière des Régions, a sustainable growth model
2.2.2.1.1. A business model for value creation
FINANCIAL
Contributions
wwCapital investment
wwLiquidity
wwDebt
wwShareholders’
equity
wwStable financial
markets
wwFinancial stability
of clients
MANUFACTURED
Contributions
wwBuildings
wwConstruction
materials
wwInvestment,
development
and asset
management
infrastructure
and equipment
INTELLECTUAL
HUMAN
RELATIONSHIP
Contributions
wwProperty, financial
and technical
expertise
wwMarket knowledge
and prevention
of asset
obsolescence
Contributions
wwQualified,
productive,
flexible, reliable
and connected
teams (both within
the company
and with tenants
and other
stakeholders)
Contributions
wwKey Accounts
Tenants
wwClients, suppliers,
partners, local
communities, etc.
Foncière des Régions invests in
assets and then carries out high
performance development projects
from environmental and societal
perspectives
Value creation: value is captured
upstream by controlling projects
Creation of green value: projects
that meet the highest construction
standards such as HQE, BREEAM,
etc., and based on an overall
analysis taking into account the
asset’s entire life cycle
INVEST/
DEVELOP
OPERATE/
OPTIMISE
NATURAL
Contributions
wwLand
wwFossil fuel
wwMinerals
and forests
wwWater
wwClimate change
Partnerships with its tenants + optimised
portfolio management =
ww
control of expenses + tenant
satisfaction
ww
aids the assets’ continued attractiveness and liquidity
Value creation: extending and renewing
leases + optimising rents compared to
the market = securing revenues
Creation of green value: improving the
portfolio performance via three drivers:
building (renovations), operation (HQE
Exploitation, BREEAM In-Use certification) and eco-occupation (environmental
annexes, etc.)
NEGOTIATE/
SALE
The replacement of assets that have reached maturity makes it possible to rebalance the portfolio towards better
performing assets
Value creation: upon disposal, helping to fund the group’s development
Sustainable value creation: the business model vehicles the medium- and long-term vision of Foncière des Régions,
historically based on decisive partnerships with Key Accounts clients. It is enhanced by its sustainable development
policy, including long-term objectives and action plans which strengthen ties with tenants and the group’s various other
stakeholders
FINANCIAL
Benefits
wwBenefits for
shareholders
wwPayment of
employees,
suppliers
and public
administrations
wwOptimise asset
value
wwOptimise costs
for clients
MANUFACTURED
Benefits
wwRenovate and
improve urban
infrastructure
wwOffer buildings
with high
environmental
performance
levels
INTELLECTUAL
Benefits
wwIntellectual
property
wwInternal
management
and procedural
management
systems
wwImprovement
in know-how
and expertise
Foncière des Régions
HUMAN
RELATIONSHIP
NATURAL
Benefits
wwImproved
know-how
and expertise
wwHeightened
connectivity
wwProfessional
opportunities for
employees and
suppliers
wwImprovement in
productivity and
well-being (e.g.: by
means of greening,
HR policy etc.)
wwImprovement in
working conditions
and reduction in
health/safety risks
Benefits
wwStrong and longterm partnerships
wwJob creation
wwDevelopment of
infrastructure
and living spaces
that can benefit
stakeholders
wwSupport the
national and local
economy through
our properties
wwPromote training
via sponsorship
and partnerships
Benefits
wwReduce the use
of natural capital
by cutting carbon
emissions, usage
of fossil fuel,
natural resources
and ground; limit
air, water and
ground pollution,
as well as waste
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ww
Green value concerns building and operating conditions:
associated with the market and rental values of its real
estate assets, it can be seen as added value arising from the
achievement of objective sustainable development criteria
(certifications, labels, energy and environmental performance)
which are increasingly based on measured performance and
not only modelled as part of the design of the overall project.
ww
through the capitalisation rate: green buildings have a lower
risk premium, notably to reflect deferred obsolescence and
greater liquidity. Thus, at equal rents, a green building has
added value as a result of its characteristics
ww
value in use: in addition to the performance of the building
and control of expenses, the level of comfort and well-being
of the employee are of utmost important to the tenant, on
the grounds of image, health and productivity, which can be
substantial in certain instances. These criteria are not tangible,
(they are called “intangible”) and are currently the subject of
work designed to identify the parameters and best solutions
for optimising value in use
ww
Sustainable value goes beyond the context of the building and
looks at the value to the company of a CSR policy that makes
it possible to make its business model more sustainable in
the long-term.
These two values continue to be difficult to estimate since many
parameters (including employee health and productivity, image,
impact on biodiversity and services for the community, etc.)
cannot be quantified or stated as numbers.
ww
regional economic impact of an asset, or of a whole portfolio of
assets. In 2014, Foncière des Régions analysed the economic
impact on the basis of the spending over a 12-month period,
including the development, management and renovation of its
office assets in France. The jobs supported, including direct
(on-site) and indirect (suppliers, services etc.), were thus
modelled (see Chapter 2.8.1.4).
2.2.2.2. Foncière des Régions,
at the cutting edge in terms
of measuring green value
2.2.2.2.1. Broader economic assessment
of projects with Decadiese
Of the three dimensions of sustainable development,
Environmental, Social and Societal, green value is primarily
focussed on the first area, and in particular on the performance
of buildings and their mode of operation. A range of work has
been carried out on this concept for close to a decade; various
efforts in France and Europe have looked to determine the added
value of a “green building”, namely HQE and/or BREEAM certified
and/or awarded the BBC label for example, with a high energy
and environmental performance.
Foncière des Régions participates in the Decadiese project designed to develop a method for assessing the broader economic
impact of a project (new or renovation) across its entire life cycle
(or from the point renovation). This ambitious approach is based
on the functionality economy and, in each instance, requires a
survey of the various players involved in a real estate project in
order to assess the weightings of each aspect of sustainable
development: Environmental, Economic, Social and Societal.
The other two dimensions are analysed and considered on the
basis of asset usage and its urban integration. With respect to
social value, research has been carried out on the concepts of
occupier well-being, comfort and health; as regards societal
value studies have been undertaken on the extent to which assets
are integrated with their surroundings from a town-planning,
economic and cultural perspective. For Foncière des Régions, it
is the consideration of all three of these dimensions that helps
create a long-term vision, representing a “sustainable” value that
can be attributed to the asset.
The method results in the development of a decision-making tool,
in the form of a spreadsheet, that allows the various construction
or renovation scenarios or technical solutions to be assessed on
the basis of seven functions (space – atmosphere – relationship –
goods and tools – site – protection – aesthetics (the image of the
asset), which are weighted on the basis of the needs of the tenant,
owner or other stakeholders.
The Decadiese project (2012-2014) brings together the various
stakeholders of Foncière des Régions, tenants or suppliers (EDF,
Bouygues, Vinci) and scholars (ARMINES, École Centrale Paris
and Paris VII-Diderot via LADYSS and ATEMIS).
The approach followed by Foncière des Régions covers all three
dimensions:
ww
green value: although it is not currently singled out by real
estate appraisers, appraisal values have implicitly factored it
in for a number of years:
ww
using the cash-flow method: green value notably represents the reduction in support work and compliance with
standards, time to let or indeed a reduction in the rent-free
period, all of which have a direct positive effect on cash flow
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COMPLEMENTARY APPROACHES THAT DECADIESE BRINGS TOGETHER
REGULAR ECONOMIC
IMPACT
DECADIESE
Function
Use
Function
Use
Function
Use
Function
Use
Owner
2.2.2.2.2. Testing a concrete approach
to value in use
Asset
Tenant
Localisation
Localisation
Localisation
Seven variables were included in the estimation of employee
productivity: motivation, physical well-being, possible delays,
absenteeism, time in the building not worked, calmness and
turnover. Each of these variables was cross-linked with the
characteristics of the asset (architectural identity, condition of the
building, quality of the work areas, presence of nature, acoustic
comfort, quality of the break areas etc.) and the advantages of
its environment.
Foncière des Régions, together with Bouygues Construction,
analysed the value in use of the Green Corner asset, under
construction in Saint-Denis (delivery mid-2015).
The goal was to study the impact of the design and location of the
building on the comfort and productivity of occupants, characterising and quantifying this performance, by comparison with
a new standard asset (2012 Thermal Regulation but with a less
advanced design) and an old standard asset (from the 1980s).
On the basis of these initial findings, the method developed by
Bouygues Construction together with the Goodwill Management
firm to characterise and quantify the impact of a building on the
productivity of occupants provided an initial appraisal (ratings
and weightings), translating into a performance assessment in
euros for the occupant. This assessment includes the gains and
losses relating to the building’s direct costs and the gains and
losses relating to the performance of occupants.
This performance study looked at the whole asset (18,780 m2/
1,560 occupants), and considered:
ww
the future performance of occupants: impact on occupants
of the technical and functional design of the building and the
impact of its location
For Foncière des Régions, this study represents an initial
approach to value in use. The results, even though they paint a
positive picture of the asset’s performance, remain experimental
and in the realm of R&D. They provide new insight and open up
new avenues for asset design and for work on usage and value.
ww
the direct building costs: rent, fixed charges and water and
energy consumption.
Foncière des Régions
Asset
Tenant
Localisation
Asset
Tenant
Asset
Owner
VALUE IN USE
Owner
GREEN VALUE
Tenant
Owner
2
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2.2.2.3. Innovation and R&D, value-creation drivers
The forward-looking projects of Foncière des Régions target three major areas: the building, its environment and green value. The R&D
projects of Foncière des Régions are focussed on issues of importance for its business sector: energy efficiency, mobility, biodiversity,
materials, natural and artificial lighting, etc.
BUILDING
THE BUILDING ENVIRONMENT
• Portfolio energy and environment mapping
• LCA: Life Cycle Analysis
• Metrology
• Air quality
• BIM: Building Information Modelling
• Disabled access
• Biodiversity
• Sustainable city
• Transport
• Emissions into the air
and into the water
GREEN VALUE
• Reflection, participation in working groups
(SB alliance, RICS, s-i-r-e)
• Studies and research work (Decadiese program)
2.2.2.4.1. 100% of annexes signed by 2013
Through innovation and the acquisition of new expertise, Foncière
des Régions anticipates future changes, whether technical,
societal or regulatory, with the development and testing of trailblazing tools for each of the three areas, including for example:
Foncière des Régions and its subsidiary Foncière des Murs,
signed their first environmental annexes in 2010, anticipating
the future requirements, taking advantage of the dynamics of
the “sustainable development” meetings (which subsequently
became the Partnership Committees) to complete the environmental and energy mapping of the portfolio with CSTB.
ww
analysis of its regional economic impact and study of the value
in use (2014)
ww
testing of BREEAM In-Use certification on a sample representing 11% of the value of the office portfolio (2013)
Designed to supplement the lease without having to renegotiate
it, the environmental annex sets out the various information
that the parties must provide, in line with the provisions of the
Decree of 31 December 2011 (energy, water, waste) or above and
beyond them (transport, biodiversity etc.). A mere year after the
publication of this legislation, Foncière des Régions had already
signed environmental annexes for 82.2% of the affected office
building leases. For its staff, the annex is a vector of progress,
enabling the definition of shared goals and the implementation
of in-use certification, chosen in coordination with the tenants.
Accordingly, at 31 December 2014, 31.6% of the Office portfolio
(in value) already had in-use certification (14.1% HQE Exploitation
and 17.5% BREEAM In-Use).
ww
the initial trial of BIM (2012)
ww
implementing a responsible purchasing policy (2011)
ww
signing of the first environmental annexes from 2010
ww
energy and environmental mapping of the portfolio (2009), etc.
2.2.2.4. The environmental annexe,
progress in partnership
The environmental annexe was made mandatory by Article 8 of the
Grenelle 2 Law of 12 July 2010, which introduced a requirement
for every new or renewed lease for premises exceeding 2,000 m2
intended for office or retail use, to have an environmental annexe.
Supplemented by the Decree of 30 December 2011, which fleshed
out the details, this requirement came into effect from 1 January
2012 for new leases, with parties having until 13 July 2013 to bring
affected existing agreements into line. At that date, only 25% of
the leases affected by this measure out of the asset portfolio of
15 million m2 tracked by the OID(1) (Observatoire de l’Immobilier
Durable) had a signed annexe. Within the regulatory deadline,
Foncière des Régions had signed 100% of the environmental
annexes targeted by this regulation.
(1)
The partnership approach of Foncière des Régions is a key
factor in achieving customer satisfaction. This is reflected
in the occupancy rate of close to 97% for its Offices France
business and 100% for the subsidiary dedicated to the Hotels
and Service Sector.
OID – Annexe Environnementale – Les enseignements, October 2013.
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2.2.3. Turning risks into opportunities
2.2.3.2. Ensuring regulatory compliance
Risk factors that could have a significant effect on the company’s financial and non-financial position or on its earnings are
described in Chapter 4.1.2.2.3.1 of this 2014 Reference Document.
Foncière des Régions also has recourse to risk mapping to
monitor and rank the group’s main risks; this is shared with
General Management members and with the Audit Committee.
Four mapping exercises have already been carried out (2006,
2009, 2012 and 2014). Each of these gave rise to proposals and
action plans designed to improve risk management.
A growing number of regulations govern the construction and
maintenance of building installations, and require assessments, or even audits, to be carried out when selling or letting.
Responsible portfolio management goes beyond merely ensuring
the compliance of the installations (electricity, gas, etc.), and
involves an increasing range of aspects including health (indoor
air quality, asbestos, legionnaires’ disease, lead), environmental
(energy, greenhouse gases, water, waste), or indeed physical
and geological aspects (risk of flooding, subsidence, coastal
submersion, Seveso risks).
The obsolescence of assets or indeed the continuity of the
business in exceptional circumstances (fire, pandemic, etc.) are
some of the CSR risks identified and covered by an action plan
designed to prevent or limit the consequences on corporate life,
its cash position or valuation.
We employ a dedicated, interdisciplinary team to meticulously
monitor our portfolio’s compliance with environmental safety
regulations. This team is involved from the analysis of acquisitions
and throughout asset ownership, to the creation of data-rooms
for sales. Two tools are used to monitor these risks: the Provexi
platform which, among other things, contains asbestos-related
data and the module developed by the Centre Scientifique
et Technique du Bâtiment (CSTB) containing environmental
mapping data which allows new sites to be rated.
2.2.3.1. Avoiding the risk of obsolescence
by means of a dynamic policy
Buildings are central to the environmental, social, economic and
regional development concerns of the responsible governments,
which seek to limit their impact. The real estate sector has a
significant environmental footprint, from the extraction of the raw
materials required to build assets and manufacture materials,
to operating a building, all of which entail water and energy
consumption and the production of waste, as well as other
direct impacts on the natural environment (soil sealing, altered
biodiversity etc.).
In addition, Foncière des Régions conducts studies that allow us
to better take into account of the potential incidence of emerging
subjects, such as air quality (see Chapter 2.3.7.4), climate change
(see Chapter 2.3.5), etc. within our multi-year works plans.
2.2.3.3. Investing in fast-growing regions
To meet these challenges, the sector is making a paradigm
shift: by 2020, all new buildings will have to be “energy positive”
(BEPOS), meaning that they will need to produce more energy
than they consume. Besides relying on a ramp-up in ecodesign and on renewable energies, the energy sources must be
pooled within smart grids in order to optimise production and
consumption. Other underlying questions arising from European
directives will place a particular emphasis on indoor air quality
or discharges in the air and water.
In line with its economic model, Foncière des Régions pursues
its portfolio management strategy, aiming to be positioned in
the best locations and to maintain attractive and secure rental
income growth. Foncière des Régions retains over 60% exposure to France, our core market, with a portfolio concentrated
primarily in Île-de-France and in the major regional cities (Lyon,
Marseille, Lille, Montpellier, etc.). Active in the German residential market since 2005, Foncière des Régions has increased its
exposure to this market, an economically stable country at the
heart of Europe, holding a 60% direct interest in its residential
subsidiary Immeo AG, thereby helping to secure cash flows from
markets with positive outlooks (e.g. Berlin, Dresden). Foncière
des Régions is also considering a number of hotel projects in
Europe and already agreed a number of new acquisitions in 2014
(see Chapter 2.4).
In order to manage the risk of obsolescence of its buildings and to
transform this into an opportunity to set its property policy apart,
the projects of Foncière des Régions anticipate these sweeping
changes and play a part in urban renewal by incorporating the
challenges and goals of the sustainable city. The performance
of the assets developed by the group requires, among other
things, considering accessibility, eco-friendly transport, on-site
biodiversity and embodied biodiversity (for example: the impact
due to the manufacture of materials) and makes the well-being
and health of end-users key priorities. The percentage of green
assets within the Foncière des Régions portfolio reflects its ability
to seize market opportunities in this regard (see Chapter 2.3.1).
2.2.3.4. Maintaining strong and attractive
financial fundamentals
By the very nature of its activity, based on the holding, development and renovation of assets, Foncière des Régions manages
different building-related risks, at all lifecycle stages, from acquisition to sale and including works and maintenance (Chapters
2.2.5.1 and 2.2.5.2).
Thus, the rental and market values of the assets of Foncière des
Régions are broadly unaffected by the risk of obsolescence; the
greening of its portfolio via improvements in the ongoing performance of assets and their progressive replacement represent
the best means of combating the obsolescence of its portfolio.
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Real estate investments require significant own funds; the
economic model of Foncière des Régions provides for controlled
indebtedness (46.1% at 31 December 2014), and the implementation of financial instruments to hedge the risks of fluctuating
interest rates. Capital is tapped either through the financial
partners of Foncière des Régions or through bond issues. Rated
BBB- with a “stable” outlook by Standard & Poor’s, Foncière des
Régions successfully carried out a new bond issuance in 2014,
raising €500 million at a rate of 1.75%. Foncière des Régions
refinanced or issued €3.1 billion in debt (€1.9 billion group
share) in 2014. The group came out of this period with LTV under
control at 46.1%. Over the past three years, the debt ratio has
been brought under control, going from 47% in 2011 to 46.1% at
the end of 2014.
In order to limit its exposure to risks from the development of
new projects, Foncière des Régions invests mostly in pre-leased
operations. The vacancy rates of sites and tenant non-payment,
the top financial risks for lessors, remain low across the various
activities of Foncière des Régions, despite the unfavourable
economic climate. Our commercial assets generally let to single
tenants which are highly creditworthy.
The remaining term of the leases signed by Foncière des Régions
is one of the longest in France and even in Europe: 5.8 years at
end-2014 (same as at end-2013), this stability being due to early
lease renewals, enhancing long-term rental income visibility.
STAKEHOLDERS
INVOLVED
PERFORMANCE /
INDICATORS
wwMarkets/economic models wwLong-term partnerships
wwCash
wwSecurity of cash flows
wwTax regime
wwGeographic diversification
wwShareholders/Directors
wwBuyers
wwEmployees
wwBanks and rating agencies
(analysts, investors)
wwDividends
wwEPRA NAV per share/Loan
to Value ratio
wwRNI
wwRental income
MANUFACTURED
wwObsolescence
wwLocation of assets
wwAttractiveness/liquidity
wwDevelopment of higher
performance and more
sustainable buildings
wwMeet the changing needs
of tenants
wwRent/value optimisation
wwTenants
wwInsurance
wwRegulators
wwLocal authorities/Civil
society
wwIndustry bodies
wwTotal value of portfolio
wwOccupation rate
ww% of “green” assets
wwInvestment in renovation/
certifying the portfolio
INTELLECTUAL
<IR> summary of the risks and opportunities of Foncière des Régions
wwRegulatory changes
wwTechnological
development
wwIT/digital
wwInnovation and anticipating
change
wwLearning/sharing
experiences
wwCompetition
wwSuppliers
wwEmployees
wwEducation and research
community (patents)
wwR&D investment
wwParticipation in working
groups
wwHealth/safety
wwProductivity/attracting
talent
wwSocial climate
wwTalent retention
and development
wwDiversity
wwDialogue
wwEmployees
wwShareholders
wwNon-financial rating
agencies
wwNGOs, Global Compact
wwEmployee turnover
wwRate of absenteeism
wwAverage number of hours
of training
wwWorkplace accidents and
occupational illnesses
wwKey Accounts Relations
wwSupply chain
wwRelations with local
authorities
wwLong-term tenant
partnerships
wwResponsible purchasing
policy
wwIdentification as a major
player in urban renewal
wwTenants/Buyers
wwSuppliers
wwLocal authorities/
Civil society
wwEmployees
wwNon-financial rating
agencies
wwResidual term leases
wwEnvironmental annexes
wwNumber of suppliers
signing the responsible
purchasing charter
wwRegional economic impact
wwNatural resources/
energy/water
wwClimate
wwPollution/waste
ww“Green” building offering
wwComprehensive
sustainable development
policy
wwSustainable business
model
wwTenants/Buyers
wwLocal authorities
wwShareholders
wwNon-financial rating
agencies
ww“Environmental” NGOs
wwEnergy and carbon
performance
wwEnvironmental safety
wwBiodiversity policy
wwWater consumption
NATURAL
RELATIONSHIP
HUMAN
FINANCIAL
MATERIAL RISKS
OPPORTUNITIES/VALUE
CREATION DRIVERS
Studying the various risks and their implications in environmental, social, financial and organisational terms and cross-referencing them
with the expectations of stakeholders identified during the mapping work has resulted in a ranking of the CSR challenges of Foncière
des Régions under the “materiality” matrix.
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2.2.4. The materiality matrix: a strategic tool to help CSR steering
(G4-18; G4-22; G4-23)
In 2014, Foncière des Régions was awarded the Trophée France GBC in the “Stakeholders” category in recognition of its policy and the
various actions undertaken in this field.
2.2.4.1. Listening to stakeholders
to identify issues
(G4-24; G4-25; G4-26; G4-27)
We identified and then interviewed our main internal and external
stakeholders, which allowed us to identify and prioritise major
CSR issues. The identified stakeholders were then classified
on the basis of their weight in the company’s business. This
analysis made it possible to map the stakeholders of Foncière
des Régions, distinguishing between three spheres of influence
(chart below).
In order to accurately determine the CSR impact of its activities,
Foncière des Régions undertook an initial materiality analysis
in 2011. This enabled us to better focus on the most significant
issues facing the business and to improve our response to
stakeholder expectations. This ranking of CSR issues is in line
with the GRI 4 Guidelines on materiality and makes it possible
to identify the most critical issues along with their associated
monitoring indicators.
Foncière des Régions
Internal
interview
Identification
of
stakeholders
Classification
of
stakeholders
ww
Inner circle: core stakeholders: shareholders, tenants, etc.
ww
Middle circle: other players with a formal link: banks,
suppliers, etc.
ww
Outer circle: national and international players with no formal
link but with influence over the company: media, local governments, NGOs, etc.
Definition
of key
stakeholders
Other opinion leaders
Local authorities
Religious
communities
Competitors
International
financial
institutions
Architects
Insurances
Media
Banks
World of
education
Auditors
World of health
Consultants
NGO
Suppliers
Shareholders
United Nations
Organisations
Lawmakers
Buyers
Tenants
Employees
Mapping
of
stakeholders
The responses provided by Foncière des Régions to the following
stakeholders can be found in the various chapters of the
document:
Rating agencies financial
and non-financial
Directors
Prioritisation
of
stakeholders
Chapter 2.2.1 ”Partnership, the
cornerstone of a long-term strategy”
Directors
Chapter 2.10.2 ”Corporate governance
around the Board of Directors”
Shareholders/
Financial
Community
Chapter 2.10.5 ”Responding to
shareholder concerns and ensuring
transparency of financial information”
Employees
Chapter 2.9 ”Human Capital”
Local authorities
Chapter 2.8 ”Promoting regional
expansion”
Suppliers
Chapter 2.8.3 ”Capitalising on
relationships of trust with our
suppliers”
Certification
organisations
Regulators
Political
parties
Subcontractors
Unions
Tenants/Buyers
Locals
Civil society
Subsequently, the mapping of stakeholders made it possible to develop the materiality matrix, as follows:
Mapping of
stakeholders
Interviews
with external
stakeholders
Interviews with
employees and
Foncière des Régions
General Management
Foncière des Régions
Analysis
of internal
and external
answers
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Weighting
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of challenges
Materiality
matrix
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2.2.4.2. Ranking of material issues (G4-18; G4-22; G4-23)
This process enabled Foncière des Régions to rank its CSR issues for its various activities.
The scope of the study is limited to the French and German operations. Beni Stabili has carried out a similar study, which can be found
in its 2013 Sustainable Development Report.
MATERIALITY MATRIX OF FONCIÈRE DES RÉGIONS
Sustainable value
Sustainable city
w
Very strong
Governance
Climate change
w
ww
w
Risk management
Ethics/Transparency
w
w
User
Energy
Health /Safety
w
Tenant
ww
Green value
partnership
www
ww
Strong
Waste
w
Local employment
Biodiversity
w
w
Skills/Talent
Responsible Procurement
Diversity/Equality
www
w
ww
Human Rights
w
Average
Important CSR subjects for stakeholders
Water
wwww
Philanthropy/Sponsorship
ww
Average
Very strong
Strong
Important CSR subjects for Foncière des Régions
E
S
G
w
w
w
w
Environment/Sustainable Building (see Chapters 2.3 to 2.7)
Corporate (see Chapter 2.8 “Promoting regional expansion“)
Social (see Chapter 2.9 “Human Capital“)
Governance (see Chapter 2.10 “Open and transparent Governance“)
The appended table, in Chapter 2.11.7, matches up the themes in the materiality matrix and the aspects and indicators defined in GRI 4.
The aspects identified in the course of the materiality study and the CSR reporting put in place by Foncière des
Régions enable us to achieve ‘Core’ level compliance under the GRI G4 reporting framework.
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2.2.5. A sustainable development strategy for value creation
2.2.5.1. A CSR strategy at the heart
of the business strategy
2.2.5.2. Managing sustainable development
in order to further the strategy
Foncière des Régions’ sustainable development strategy is
a component of its overall business strategy. This strategy is
built around a property policy involving a long-term vision and
a progressive renewal in favour of assets which demonstrate
strong performance against three core criteria: market (location,
liquidity); financial (strong risk-adjusted profitability with an
average return of 6.3%, moderate indebtedness) and technical
(green assets anticipating the expectations of tenants). When
preparing this strategy, the risks and opportunities described in
Chapter 2.2.3 were factored in, encompassing all areas of CSR:
environment, social, societal, governance.
The group houses a Sustainable Development Department which
reports to and is supported by the General Management. This
Department has given new momentum to the group’s various
different activities via projects and action plans structured around
the four areas described in Chapter 2.2.5. This dedicated team
provides technical expertise, primarily to help guide development-related decisions and respond to requests from across
the group.
Sustainable development is incorporated into all levels of
governance within the group and its activities. The chart on the
next page shows the involvement of the Board of Directors and
its Chairman Jean Laurent, who pay close attention to these
matters and are regularly updated on progress made. The Chief
Executive Officer, Christophe Kullmann and, Deputy General
Manager, Olivier Estève both report on CSR subjects to the
Board of Directors, which is informed of and validates the main
initiatives in this area on a regular basis.
Our sustainable development strategy is deployed around four
key areas, designed to:
ww
combat climate change by reducing the environmental footprint of the portfolio, maintaining the attractiveness of assets
and preserve their value, through a green value creation
model. This area includes both environmental and economic
dimensions which prevents them from being pitted against
each other
In order to deploy the group’s sustainable development policy,
four types of committees have been created. The Sustainable
Development Steering Committee meets monthly and includes
CEO Christophe Kullmann and Chief Operating Officer Yves
Marque, who relay CSR subjects to the Management Committee
and the Executive Committee. Deputy Chief Operating Officer
Marion Pignol and Sustainable Development Director Jean-Éric
Fournier are also part of the Committee. The latter leads monthly
meetings of the Sustainable Development and Environmental
Safety (DDSE) Committee, which brings together 20 representatives across each of the activities and subsidiaries. He also
attends quarterly results meetings for each activity (Offices,
Hotels and Service Sector, Residential).
ww
contribute to the dissemination of eco-responsible practices
and to innovation in construction, especially through the
promotion of health and safety and customer satisfaction, as
well as supporting the emergence of sustainable cities as a
committed economic entity alongside local stakeholders
ww
enhance employees’ skills, mobility, diversity and ability to
adapt to a changing environment by adopting innovative
policies
ww
guarantee an ethical and transparent framework which
ensures exemplary practices at all levels of the company.
These four areas comprise an action plan described in
Chapter 2.2.5.3.
Foncière des Régions
The success of these efforts requires the involvement of all levels
of the company; this is facilitated by the network of contacts in
the business lines, the project Steering Committees (responsible
purchasing, biodiversity, etc.), the group Intranet and monthly
awareness and information meetings (Green Meetings).
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In connection with the environmental annexes, the Sustainable Development Director jointly chairs the Sustainable Development
Partnership Committees along with the Asset Manager and the Technical Manager concerned, as well as with representatives of Key
Accounts tenants.
Chairman
of the Board
of Directors
Board
of Directors
SD
Department
Executive
Committee
Steering
Committee
General
Management
Results
Meeting
Activity
departments
Strategy
Management
Committee
Steering
Asset, Property,
Development, etc.
CSR
Committee
Activities
Operational
SD partnership
committees
Tenants
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2.2.5.3. Towards a new Action Plan: from 2010-2015 to 2015-2020
The multi-annual goals set in 2010 are regularly monitored at different levels of corporate governance, from the operating stage, as a steering
tool, on up to the Board of Directors from the strategic standpoint. In 2014, Foncière des Régions has adopted a new roadmap for the period
2015 to 2020, and has upgraded its commitments to offer an even more demanding group-wide CSR.
status at 31/12/2013 Subject
yet to be done
status at 31/12/2014 2015 objectives
Progress
Scope covered
AREA 1 – REDUCING PROPERTIES’ ENVIRONMENTAL FOOTPRINT, MAINTAINING THEIR ATTRACTIVENESS AND RETAINING THEIR VALUE
Hold 50% green assets
Offices France
100% “green” developments
Offices France
Cut energy consumption by 25% over the 2008/2015 period
Offices France
Measure and reduce energy consumption and CO2 emissions
Offices France
Keep GHS emissions at < 26 kgCO2e/year
Offices France
Measure and monitor water consumption across the entire
reporting scope
Offices France
Measure and monitor waste management
Offices France
Turn each site into a biodiversity driver
Group
Control health
and safety
related risks
Control health and environmental risks
Group
Improve
disabled access
80% of assets accessible to people with reduced mobility
by end-2020
Offices France
Promote clean
transport
Have 80% of Office assets owned accessible by public
transport
Offices France
Greening
the portfolio
Improve energy
performance
Lead the
eco-transition
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2014 results
2015/2020 objectives
Deadlines Chapter
2/3 green assets
2017
100% green assets
2020
ww100%
100% ”green” developments and renovation
2020
2.3.2
wwWith climate adjustment:
wwin 2008: 490 kWhpe/m2/year
wwin 2013: 402 kWhpe/m2SHON/year i.e. -18.0%
wwin 2014: 374 kWhpe/m2SHON/year i.e. -23.7%
Cut energy consumption by 15% over the 2015/2020
period i.e. a total of -40% over 2008/2020
Objective: 295 kWhfe/m2SHON/year
2020
2.3.4
wwCoverage ratio:
wwOperation control: 96%
wwHeadquarter buildings: 100%
Carry out pilot tests into the introduction
of systems for the remote monitoring
of consumption (smart metering)
2017
2.11.3.1
2.11.3.6
wwWith adjustment:
wwin 2008: 25 kgCO2e/m2/year
wwin 2014: 23 kgCO2e/m2/year (i.e. -8% vs. 2008)
Cut CO2 emissions by 20% between 2008 and 2020
Objective: 20 kgCO2e /m2SHON/year
2020
2.3.5
wwIn the Offices scope (operational control):
wwIn 2013: 93%
wwIn 2014: 90%
Keep consumption under 0.5 m3/m2/year
+ introduce systems to collect water across 100%
of development projects
2020
2.3.7.1
wwSite waste already monitored on development
and renovation projects
Cut waste production and promote recycling across
100% of the portfolio and 100% of development and
renovation projects
2020
2.7.3
wwCompleted:
wwspecifications and indicators
wwalready launched: biodiversity studies (BREEAM)
and mapping
Secure Biodiversity label across 100%
of new projects Offices France
Ongoing
wwOpening up of the Provexi tool to all employees
Control health and environmental risks
Ongoing 2.3.6
wwCompliance with standards as part of every renovation
project
80% of assets accessible to people
with reduced mobility
2020
2.10.2.5
ww96% in value at 31/12/2014
Have 90% of Office assets owned located
within 10 minutes on foot of public transport
2020
2.8.1.2
ww50.1% green buildings at 31/12/2014
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2.3.1
2.3.7.2
2.8.2
2
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Sustainable development
Foncière des Régions, a sustainable growth model
Subject
2015 objectives
Progress
Scope covered
AREA 2 – CONTRIBUTING TO THE DISSEMINATION OF ECO-FRIENDLY PRACTICES AND TAKING AN ACTIVE ROLE IN CITY LIFE IN PARTNERSHIP WITH
Act for sustainable construction and cities
Promote clean and public
transport solutions
Act for
sustainable
cities
Group
Take part in R&D studies
Promote regional economic development
Group
Defend respect for Human Rights
Dialogue with our stakeholders
Group
Discuss with
our stakeholders
Conduct a sponsorship programme
Conduct a responsible purchasing policy
Corporate Offices
AREA 3 – ENHANCING EMPLOYEES’ SKILLS, MOBILITY, DIVERSITY AND CAPACITY TO ADAPT TO A CHANGING ENVIRONMENT BY ADOPTING INNOVA
Attract and develop talent
Develop our
human capital
Manage and develop skills in line with changes
in our business
ESU Foncière des Régions
Develop a policy of equality and diversity
Be exemplary
in the application
of our CSR
values
Reduce our CO2 emissions per employee
ESU (Paris and Metz)
Training and raising awareness of sustainable development
and eco-behaviour
ESU Foncière des Régions
AREA 4 – GUARANTEEING AN ETHICAL AND TRANSPARENT FRAMEWORK ENSURING EXEMPLARY PRACTICES AT ALL LEVELS OF THE COMPANY
Monitor the performance of the Board of Directors
Conduct
effective
governance
To be transparent and exemplary
in our business activities reporting
Increase the proportion of women sitting
on the Board of Directors
Group
Anti-corruption awareness and training
Promote ethical
values
Adhere to an ethical framework
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2014 results
2015/2020 objectives
Deadlines Chapter
wwIn 2014, participation in various conferences on the city
of the future (e.g. Chaire Essec)
wwStudy on value in use (Green Corner asset in Saint-Denis)
Jointly build with our stakeholders a coherent
and collaborative urban space
ww87% (in value) of offices accessible by public transport
ww89% (in value) of hotels accessible by public transport
Anticipate and facilitate the emergence
of new forms of transport
wwVarious work on the LCA and embodied energy,
in conjunction with the CSTB
wwWork on Biodiversity with the Orée and HQE associations
Develop innovation and undertake forward-looking
studies with a view to value creation
2.3.3
2.8.2
wwStudy on the economic impact of the Office portfolio
on the regions
Participate in initiatives to boost the regions
2.8.1.4
wwPromotion of the Global Compact: Publication of the 3rd COP
(”Communication On Progress”)
Promote respect for Human Rights
wwContinuation of stakeholder analysis and materiality matrix
with GRI 4 compliance
Develop targeted actions per stakeholder
wwEssec, Palladio partnerships
wwPasserelle
Participate in cultural and social collaborative
measures
ww245 suppliers rated, verification of responses from 30 of them
wwStudies/innovations in partnership with some twenty
suppliers: including CSTB, EDF, Vinci, Bouygues.
Innovate with our suppliers on group values
2.8.3
wwAnnual interviews and training plans
wwTraining Week in September 2014
Attract, develop and retain talent
2.9.2
wwSigning of agreements/negotiation
wwSigning of a new diversity agreement
Promote diversity and equality
wwSigning of a new Quality of Life at Work agreement
Improve the quality of life at work and find
a work-life balance
wwCarbon footprint: carried out every three years at most
wwPaper policy: reduce paper consumption by 30%
between April 2013 and end-2014
Cut our CO2 emissions per employee by 25%
over the 2010/2020 period
2020
2.9.6
wwSince end-2013, sustainable development has been
incorporated into all integration programmes
wwMonthly green meetings
Make every employee a player in sustainable
development
2020
H STAKEHOLDERS
2.9.6
wwEvaluation of members of the Board of Directors: internally
annually + every three years by an independent third party
Optimise the performance of the Board of Directors
wwEPRA Best Practices Recommendations. Afep-Medef
Recommendations, Code of Ethics, FSIF, GRI Guidelines
Remain the leader in terms of the transparency
of our business activities reporting
wwIn 2014, 29% women on the Board of Directors
(vs. the required 20%)
40% women on the Board of Directors
wwIn 2014, 50% independents on the Board of Directors
(vs. 42% at end-2012)
45% independents on the Board of Directors
Ongoing
Ongoing
2.8.1.3
2.8.1.2
2.9.4
Ongoing
2.2.4
2.8.1.3
wwUpdating of the Code of Ethics in 2014.
Raising of employee awareness (process morning sessions
attended by 150 employees)
Disseminate and share ethical/anti-corruption
best practices with all employees
Foncière des Régions
2.9.4
2016
Ongoing
2.9.3
2.10.2.4
2.10.2
2.10.2.3
2.10.2.2
Ongoing
wwAt end-2014: 150 employees trained (in particular risk
of fraud/calls for tender)
wwAudit and internal control procedures
Ongoing
ATIVE POLICIES
2.10.6
2.10.6
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A portfolio of green offices
2.3. A PORTFOLIO OF GREEN OFFICES
Foncière des Régions is a Listed Real Estate Investment Company (SIIC) with a strategic focus on Office assets, which account
for 65% of the €10 billion in assets that the group held as at 31 December 2014. Foncière des Régions is gradually renewing its
portfolio with a strategy based on three areas to improve the environmental performance of its assets: continually enhancing asset
quality (particularly with an active management policy), defending their value (rental and market value) to prevent obsolescence and
strengthening partnerships with tenants.
Foncière des Régions has become one of the leading developers
in France in just a few years, with emblematic projects and a
dedicated team with renowned expertise. The goal of greening
our assets is significant for both development and renovation
operations as well as for the portfolio in use.
Our comprehensive sustainable development policy goes beyond
energy and carbon performance to include all environmental
and social aspects of Foncière des Régions’ assets, which follow
the comprehensive sustainable development policy and which
fall under the French Charter for commercial building energy
efficiency, of which Foncière des Régions is a signatory.
2.3.1. Towards 100% green assets
Based on the appraisal values of its offices in France as at
31 December 2014, 50.1% of Foncière des Régions’ assets are
green. The greening rate for the “Core” asset portfolio, namely
assets intended to remain in the portfolio long-term, reached
68.6% at end-2014 (vs 58.7% at end-2013).
Foncière des Régions achieved one of its major objectives one
year early in 2014, which involved making 50% of its Office assets
portfolio in France “green” by the end of 2015. During 2014, two
new certified constructions and the obtaining of four operating
certifications (BREEAM In-Use) increased the green portfolio by
8.8%, enabling us to surpass the 50% green portfolio threshold.
The chart below shows the rapid change in the greening rate, as
well as future targets: the portfolio will comprise at least twothirds green assets by the end of 2017, and nearly 100% by the
end of 2020. Gradually, the whole portfolio will be overhauled and
will benefit from this momentum in environmental performance
improvement.
Assets whose buildings and/or operations have undergone certification (HQE + BREEAM, LEED, etc.) and/or have a well-known
energy performance level (BBC-effinergie®, HPE, THPE or RT
Globale labels) are considered “green”. Beyond this definition
shared with IPD, the assets developed or restructured by Foncière
des Régions often obtain both HQE and BREEAM certification.
For now, the two trials initiated with LEED only involve the Italian
subsidiary Beni Stabili, specifically to adapt to LEED Italia standards (see 2.7.1.3).
PERCENTAGE OF GREEN ASSETS (OFFICES FRANCE) IN THE PORTFOLIO:
GREENING OUR ASSETS ONE YEAR AHEAD OF OUR GOAL
100%
66.0%
50.1%
41.3%
23.6%
17.8% 20.2%
7.4%
2009
2010
2011
2012
2013
2014
2015
2016
2017
Target
2018
2019
2020
Target
Our efforts to accelerate the “greening” of our assets since 2013 has impacted the delivery of new build and renovations and has resulted
in the delivery of improvement works and certifications for sites in operation.
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A portfolio of green offices
2.3.2. An ever-changing portfolio
2.3.2.1. 100% green developments
and renovations
Foncière des Régions’ portfolio is constantly changing in order to
anticipate upcoming regulations, changes in tenants’ needs and
to adapt to market trends. The mapping carried out on the portfolio highlighted each of the three drivers’ potential to improve
energy and environmental performance, summarised as follows:
All of Foncière des Régions’ development operations have been
HQE and/or BREEAM certified since 2010, often with a double
certification for assets located in the Paris region.
ww
The building: eco-design
ww
100% of asset developments and renovations are green (see
2.3.1).
Renovations have the same greening priority, with reliance on
HQE Exploitation certification and/or on the BBC(1) Renovation,
HPE, THPE(2), or RT(3) Globale labels. For each operation,
assumptions are modelled to reach the best standard possible
while respecting an economic equation in compliance with the
company’s financial profitability criteria. Decisions are adopted
by integrating a long-term occupation and ownership approach,
so Foncière des Régions most often relies on nine to even twelveyear leases.
ww
Progressive improvement through maintenance or multiyear work: the work carried out “mechanically” contributes
to improving environmental performance.
ww
Operational maintenance: eco-management
ww
The roll-out of the operating certification process (HQE
Exploitation or BREEAM In-Use) helps the greening of our
assets in use, by defining and monitoring concrete objectives
to improve each building’s performance (see 2.3.4).
As such, the Carré Suffren asset underwent BREEAM Fit-Out
certification (similar to the BREEAM construction certification in
the end), which evaluates the quality of construction and services,
the materials selected and layout.
ww
Without a strong commitment from the entire chain of
suppliers, it would be pointless to hope to achieve the longterm performance expected of green buildings. Likewise,
the responsible procurement policy launched in 2011 brings
suppliers together and thus helps reach environmental
footprint reduction goals (see 2.8.3).
In this way, Foncière des Régions is striving to design buildings
adapted to their environment, from a social, economic and
environmental point of view, and increasingly uses the operating
certification (HQE Exploitation or BREEAM In-Use) in order
to distinguish the level reached and progress made. These
processes are designed to ensure continuous improvement in
the technical maintenance of buildings.
ww
Uses: eco-occupation
ww
The final building user’s involvement is vital, and best
practices must be shared with tenants; it was with this goal
in mind that environmental annexes were implemented
throughout the portfolio starting in 2010 (see 2.2.4).
Foncière des Régions’ new or restructured assets thus embody a
real estate company that incorporates social and societal issues
by offering better integration with their surrounding environment
in terms of transport, biodiversity, etc.
ECO-DESIGN + ECO MANAGEMENT + ECO-OCCUPATION = ECO-PERFORMANCE
(1)
(2)
(3)
Low consumption building.
Very High Energy Performance.
Thermal Regulation.
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A portfolio of green offices
2.3.2.2. Certifying operations
so we can move forward together
2.3.2.3. State of progress
on the greening of the portfolio
Foncière des Régions chooses operational certifications for its
assets by taking into account its tenants’ CSR policies. As a result,
after having obtained the “NF HQE™ Commercial Buildings
in use” certification for Tour CB 21 in early 2012 (68,000 m2
in La Défense), then for Carré Suffren in late 2012 (25,000 m2
close to the Eiffel Tower in the 15th Arrondissement of Paris),
11 assets have since obtained the BREEAM In-Use certification,
representing 138,497 m2 and an appraisal value of €761.6 million
as at 31 December 2014.
The percentage of green assets is calculated as a value on the
entire Offices portfolio held in France. This indicator is part of the
monthly CSR reporting.
The chart below illustrates the breakdown of certifications as at
31 December 2014, and in particular how a significant portion
of assets (14.1%) have both HQE and BREEAM certifications. In
addition, the portion of assets with BREEAM In-Use certification
increased from 11.3% at the end of 2013 to 17.5% at the end
of 2014.
These two types of processes require the involvement of teams,
suppliers and tenants to collect data, define and monitor quantified objectives and maintain the momentum that they generate
from these processes. The HQE Exploitation certification is issued
for five years with annual follow-up audits. Its British counterpart
provides for renewal audits every three years, and intermediary
audits can be conducted if significant work is carried out.
BREAKDOWN OF CERTIFICATIONS IN VALUE
5%
These processes support the shared dynamic under the environmental annexes and involve adjusting communication tools
(awareness meetings, screens located in the buildings’ halls or
elevators, posters, flyers, etc.) in order to encourage the enduser’s support.
14.1%
17.5%
13.5%
Certified building (HQE or BREEAM)
Certified exploitation (HQE Exploitation) – (2 buildings)
Certified building (HQE or BREEAM)
and/or labelised (BBC…) – (13 buildings)
Building not certified and certified exploitation
(BREEAM in-use) – (11 buildings)
Building under development already expertised
with a certification target – (7 buildings)
The HQE (High Environmental Quality) certification characterises
the virtuous practices that sum up at least three Highly Efficient
(HE) targets and four Efficient (E) targets out of a total of fourteen
targets set out in the Reference guide.
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2011
HQE
Construction
BBC
RT 2005
NC
9,819 m²
HE E HE HE HE HE HE HE HE E HE HE HE E
2012
HQE
Construction
BBC
RT 2005
NC
5,298 m²
HE B HE HE B
E HE HE B
2012
HQE
Renovation
BBC
Overall
RT
NC
9,420 m²
HE HE HE HE E
B HE HE HE HE HE B HE E
2012
HQE
Construction
HPE
RT 2005
NC
6,533 m²
HE B HE HE B HE E
2013
HQE
Renovation
BBC
BREEAM
2013
HQE
Construction
BBC
RT 2005
NC
4,998 m²
2014
HQE
Construction
BREEAM
Very Good
RT 2012
NC
2014
HQE
Construction
BREEAM
Very Good
RT 2012
6,335 m²
BBC
Renovation
-
NC
BBC
Effinergie +
RT 2005 11,183 m² 11,506 m² HE E HE HE B
Effinergie +
BREEAM
RT 2012 23,553 m²
BBC
BREEAM
Very Good
RT 2005
NC
2015
HQE
Construction
BBC
RT 2005
-
2016
HQE
Construction
-
RT 2012 12,684 m²
-
HE E HE E
E
2016
HQE
Construction
BREEAM
RT 2012 11,000 m²
NC
HQE
Construction
-
RT 2012
4,254 m²
HQE
Construction
-
RT 2012
4,953 m²
Water
24,864 m²
Air
NC
6
Space
RT 2000
5
Olfactory
-
4
Visual
2011
HQE
Exploitation
3
Acoustics
68,077 m² HE E HE E
2
Hygrothermie
NC
1
Maintenance
RT 2000
Waste
BREEAM
Good
Water
2010
HQE
Exploitation
Energy
Usable area
56,193 m² HE E HE HE HE E HE B
Work site
Thermal regulation
NC
Procedure
Label (BBC, THPE, etc.)
or other certification
RT 2000
Environmental
HQE Certification
-
Net living area
Delivery date
2008
HQE
Construction
2016
City
Health
Quality
Comfort
2016
Asset name
Ecomanagement
Construction
HQE certifications obtained
Target
7
8
9
10 11 12 13 14
B
E
Number of HE or E targets
As indicated in the table below, Foncière des Régions maintains its focus on targets 1, 3, 4, 6, 7 and 8, thus highlighting its requirements
in the area of eco-construction and respect for the environment, eco-management and energy performance, in addition to user comfort.
Siège Eiffage
Construction
Vélizy-V.
Le Divo
Metz
Le Floria
Fontenaysous-Bois
SICRA
ChevillyLarue
Le Patio
LyonVilleurbanne
Le Pégase
Clichy
New Vélizy
Thales
Vélizy-V.
Montpellier
Egis
Montpellier
E
B HE B
RT 2005 13,277 m² 14,369 m² HE E
E HE HE HE HE HE HE B
E HE
B HE HE HE B
E
E HE B
HE E HE E
B
E
E
E
E
B
E
E
B
B
B
E
B
E HE
B HE HE B
B
E
B
E
B
B
B HE E
E
E
E
B
E
E
B
E
45,262 m² HE E HE E
E HE HE E
B
E
B
E
B HE
6,073 m²
HE E HE E
B HE HE E
B
E
E
B
E HE
3,690 m²
HE B HE HE HE E HE HE E
9/14
Carré Suffren Paris
E
12/14
La Défense
B
9/14
Tour CB 21
E
8/14
Vélizy-V.
11/14 11/14 10/14
Dassault
Systèmes
14/14 10/14 13/14 10/14
Operations delivered
HQE
Construction
Green Corner Saint-Denis
Euromed
Center
Marseille
Extension
DS Campus
Vélizy-V.
Silex 1
Lyon
Avignon
Avignon
Bose
SaintGermainen-Laye
NC
B
B
B HE
HE E HE HE HE HE HE HE HE HE HE HE HE HE
11/14
2015
HQE
B
8/14
Vélizy-V.
B
14/14
Campus
Eiffage
E HE E
13/14
2015
HQE
22,120 m² HE E HE HE HE E HE B
E
E
E
E
E
E
47,494 m² HE B
B
B
E
B
B
E
E HE B
B
B
B
B
B
E
HE E HE E
E HE HE E
B
E
E
B
E
E
NC
HE E HE E
B HE HE E
E
E
E
E
E
E
NC
HE B HE E
E
B
E
B
B
B
E
E HE E HE HE B
E HE E
8/14
Nanterre
8/14
Respiro
B HE B HE HE
12/14
2014
HQE
Renovation
13/14
Paris
9/14
Steel
2015
Operations in progress - HQE profiles targeted
HE: Highly efficient; E: Efficient; B: Basic
Foncière des Régions has obtained the certifications and (BBC) labels for which it has applied, for all its development and renovation operations.
CERTIFICATION OBTAINMENT RATE: 100% OF APPLICATIONS PROCESSED HAVE BEEN SUCCESSFUL
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A portfolio of green offices
2.3.3. Innovation, a value-creation driver
With each new development and renovation project we research
new innovative solutions to optimise the quality of the building
and services over the long-term while controlling costs. By
operating under the assumption that we will hold our portfolio
for several years, Foncière des Régions prioritises solutions that
are consistent with our entire sustainable development policy and
which will ensure our clients’ comfort and satisfaction. Prior to
delivery, Foncière des Régions uses “commissioning”, a process
which enables us to carry out an assessment at each stage of
the building’s completion in order to confirm that the energy and
environmental performance scenario modelled during the design
phase will be effectively met once the building is in operation. .
As a landlord concerned with the economic and environmental
performance of its assets, Foncière des Régions practices an
approach that consists of questioning the overall cost, which
enables it to take into account both construction or renovation
expenses as well as current operating expenses (rental costs,
maintenance work). Energy or ecological impacts must also be
considered for the entire life of the asset. Lastly, new tools must
be invented and shared to control the work site, then to manage
the asset.
Foncière des Régions anticipates regulations and innovates in
areas as diverse as energy (box below and Chapter 2.3.4), tools
(Chapters 2.2.3.1 and 2.2.3.2), biodiversity (see Chapter 2.3.7.2)
and air quality (Chapter 2.3.7.4).
Since 2010, Foncière des Régions has used Life Cycle Analysis
(LCA) to measure the footprint of its development programmes.
In 2013, we broke new ground by completing one of the first LCAs
(if not the first) on a building renovation (the Steel building in the
16th arrondissement of Paris) and on a hotel (see Chapter 2.4.2).
Assigned to the HQE Performance programme, these studies
helped make the ELODIE software (developed by the CSTB)
calculation methods more reliable, helped build a database and
helped fine tune key indicators, which will be used in the next
version of the HQE certification.
2.3.3.1. Understanding impacts with LCA
By being a step ahead, Foncière des Régions is leading the way,
protecting our assets from rapid obsolescence and providing
its teams access to learning future solutions. In a number of
respects, innovation constitutes a value-creation driver for
Foncière des Régions.
The LCA performed for the Steel building with the RFR Eléments
Research firm became the pilot used by the Building Scientific
and Technical Centre (CSTB) in late 2014/early 2015 to create
the LCA Renovation Reference Guide, which will be tested in
2015/2016.
Euromed Center starts using ocean
geothermal energy
Euromed Center is located in the middle of the
Euroméditerranée business district in Marseille and is
being developed by Foncière des Régions and Crédit Agricole
Assurances. It includes the construction of 70,000 m2 divided
up into four office buildings, the 4* hotel Golden Tulip and a
public car park.
The different LCAs are built from the analysis of six modules
(materials, energy, water, travel, work site and waste), based on
nine environmental indicators: total primary energy consumption
(kWh) and non-renewable primary energy consumption (kWh),
climate change (kgCO2e), water consumption (m3), hazardous
waste (t), radioactive waste (t), non-hazardous waste (t),
atmospheric acidification (kg equivalent SO2) and formation of
photochemical ozone (kg equivalent C2H4).
Starting in 2016, this programme will be put together with
one of the largest ocean geothermal energy power stations
in Europe, called “Thassalia”, for four of the five assets
remaining to be built. It will pump seawater from the Port
of Marseille to feed heat exchangers and pumps that will
produce either heat or refrigeration to meet demand for
both heating and cooling systems in the buildings. This
installation will reduce greenhouse gas emissions by 70%
and water consumption used in the cooling systems by
two-thirds. Compared to a classic system, joining this
installation will enable:
-40% of electrical
consumption
+70% renewable energy
-70% of CO2 emissions
In addition to optimising impacts from thermal building
regulations, these innovative approaches enable Foncière des
Régions to identify the areas that require more effort: energy and
water consumption during the work site stage, CO2 emissions
and transport. LCA is a decision-making tool that considers
environmental restrictions, especially in the choice of materials
and equipment, taking into account their manufacture and their
impacts in terms of energy (embodied energy) and biodiversity
(embodied biodiversity).
-90% of refrigerants
-65% of water consumption
-80% of chemical product
use
(Source Cofely)
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2.3.3.2. Building and Managing
in 3D with BIM
Going forward, using these procedures and tools should allow
for construction that is quicker, less expensive and takes all
environmental matters into account. In the case of the New Vélizy
operation, 3D modelling has even allowed for better integration
of the asset into the block where it sits, thanks to modelling of
the land surrounding it.
The New Vélizy campus, developed by Foncière des Régions
in Vélizy-Villacoublay close to Paris, is one of the first French
buildings whose construction has benefited from Building
Information Modelling, called BIM since 2012. Delivered in the
autumn of 2014, this Thales headquarters, comprising three
office buildings totalling 49,000 m2, currently uses the BIM
mock-up for its maintenance and operation.
Using this type of collaborative platform can also be useful for
handling challenges related to “cleantech” (renewable energy,
smart grids, etc.), waste treatment, transport, etc.
For Foncière des Régions, the BIM is a tool that helps in decisionmaking, design and management, and could make it easier to
monitor operations at every stage of the life cycle. Once again,
innovation is long-lasting and meets a triple objective of continually improving service quality provided to tenants, improving
asset performance at all stages of its life cycle and creating
synergies between the parties involved in the asset.
Building Information Modelling (BIM) builds and sustains a
comprehensive and coherent 3D building database, throughout
the life of the project: design, completion, operation, deconstruction. This database allows all participants in the project to
collaborate through one same platform, at each stage of the
project. With 3D tools, precise plans and metrics can be prepared.
2.3.4. Improving the energy performance of buildings
2.3.4.1. Leading an ambitious works policy
Foncière des Régions’ goal is to reduce primary energy consumption per m2 on average for its entire portfolio by the end of 2015
(the reference year being 2008); for the 2015-2020 period, the
goal is an additional decrease set at 15% (see action plan
Chapter 2.5.3).
Multi-annual work plans help keep up momentum in monitoring
improvements to energy performance in the portfolio: without
creating new expenses and simply ensuring that the work carried
out helps control costs and saves energy. Thanks to this, every
terrace waterproofing renovation job includes insulation criteria,
every heating, air conditioning or lighting project is carried out
featuring low energy consumption equipment, etc. Foncière des
Régions also uses low-consumption lighting, materials and
products (paint, carpeting, etc.) that are low in emissions of
volatile organic compounds (class A+), and it upgrades systems
(heating, air, etc.), which helps continuously improve the environmental performance of its portfolio. This work is performed while
ensuring that they are eligible for energy savings certificates. In
less than three years, close to €267,000 has been saved thanks
to this mechanism.
In order to reach these ambitious goals, the overall energy
policy applied to the portfolio enables us to use different drivers
simultaneously: asset development and renovation, negotiations
to acquire higher-performance assets, optimisation of site
maintenance by using lessons learned from the first operating
certifications obtained or in progress, annual work programmes
(earmarking 15-20% for materials or equipment that improves
building performance). All of these initiatives “mechanically”
reduce energy consumption.
As a signatory of the French Charter for commercial and private
building energy efficiency, Foncière des Régions communicates
its energy consumption to the Sustainable Building Plan as part
of an annual follow-up for the Charter.
In 2014, Foncière des Régions created a Green Work Site Charter
for its tenants (covering all environmental aspects), which will
ensure that their work takes into account matters related to
energy, water, waste, noise, pollution risks, emissions into air
and water as well as relations with locals, as best as it can.
The Decree of 24 November 2014
This legislation requires companies with more than
250 employees whose annual revenue exceeds €50 million,
or whose total balance sheet exceeds €43 million, to
conduct energy audits by 5 December 2015. The audits
must pertain to assets representing 80% of invoices (65%
for the first year) and must be conducted every four years.
This requirement applies to the party that “manages the
energy” – in other words, specifically the entity, analysed
by SIREN, that pays the invoices and is able to carry out
improvement work. In practice, Foncière des Régions is
subject to this requirement for French, multi-let buildings
that it directly manages. Tenants are managing this subject
for single-let buildings.
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2.3.4.2. Monitoring improvements to energy
performance in the portfolio
climatic variations has fallen between 2008 and 2014 from 220 to
181 kWfe/m2SHON/year, and from 490 to 374 kWpe/m2SHON/year,
representing a drop of 18% and 24% respectively, which is in line
with the improvement of the portfolio’s environmental quality and
with the 25% reduction target by the end of 2015. These figures
concern our French office portfolio in its entirety.
Monitoring consumption trends is carried out through an energy
mapping programme conducted with CSTB, drawing a distinction
between three asset “families”: Orange, EDF and “other offices”.
From 10% in 2008 (sample of initial study), the collection rate
increased to reach 79% of the portfolio’s surface area by 2014,
enabling the company to better understand its actual performance.
At the same time, the level of energy consumption adjusted for
The reduction recorded in 2014 was due to efforts to reduce the
portfolio’s energy footprint as well as changes in the composition
of the portfolio.
The two charts below show the results taking climate adjustments (summer and winter) into account, as calculated by the CSTB, so as
to make consumption since 2008, the benchmark year, comparable.
CHANGE IN THE FINAL ENERGY RATIO
(kWfe/m2SHON/year)
254
222 220
2008
275
231
2009
241
209 220
2010
Without climate adjustment
2011
CHANGE IN PRIMARY ENERGY RATIO
(kWpe/m2SHON/year)
498 490
196 194 189
178 166 181
2012
2013
2014
2008
584
639
530
2009
560
498 516
2010
Without climate adjustment
With climate adjustment
2011
429 420 425 402
2012
2013
348 374
2014
With climate adjustment
Consumption for the Office portfolio fell again between 2013 and 2014.
Like-for-like, energy consumption with climate adjustment showed a slight increase in final energy (consumed) and in primary energy
(gross energy before transformation), theoretically reflecting the fact that improving the overall performance of Foncière des Régions’
portfolio occurs by rotating the portfolio.
LIKE-FOR-LIKE BUILDING ENERGY INTENSITY
(WITH CLIMATE ADJUSTMENT)
379
404
181 194
kWhef/m²SHON/year
kWhep/m²SHON/year
2013
2014
In addition to monitoring actual consumption (from invoices), monitoring Energy Performance Diagnostics carried out to meet regulatory
requirements provides additional insight, albeit less qualitative. These tests are required for all locations and all asset sales. Valid for 10
years, they thus present a snapshot. The table below shows a breakdown of Foncière des Régions’ Office portfolio according to Energy
Labels from the EPC performed on the portfolio owned as at 31 December 2014. The percentage of assets tested accounted for 69% in
value as at the end of 2014 (vs 65% as at the end of 2013).
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BREAKDOWN OF THE FONCIÈRE DES RÉGIONS’ OFFICE PORTFOLIO ACCORDING
TO ENERGY PERFORMANCE CERTIFICATE ENERGY LABELS
Energy Label: energy consumption (kWhpe/m2/year)
Value (€m)
Energy Label
≤ 50
A
51-110
111-210
211-350
351-540
541-750
> 750
B
C
D
E
F
G
Surface area (m2)
2014
A
244
B
C
2014
6.5%
57,399
168
4.5%
112,516
6.5%
774
20.6%
194,222
11.2%
D
311
8.3%
181,749
10.5%
E
358
9.6%
243,308
14.0%
F
262
7.0%
142,194
8.2%
G
462
12.3%
260,341
15.0%
2,579
69%
1,191,728
69%
Total
3.3%
2.3.5. Reducing the climate footprint
For instance, based on regulatory calculations, renovations
carried out on our operational portfolio resulted in a reduction
of emissions in the Le Patio building in Lyon-Villeurbanne to
3 kgCO2e/m2/year, those of the Le Floria building in Fontenaysous-Bois to 3 kgCO2e/m2/year and the Clermont-Ferrand ERDF
site to 5 kgCO2e/m2/year. The decline reached -92% in the case
of the last operation.
The Intergovernmental Panel on Climate Change (IPCC) has
highlighted a link between the acceleration of greenhouse
gas emissions released into the atmosphere, which has been
exponential since the Industrial Revolution, and climatic changes
observed worldwide, including drought, desertification, melting
glaciers, arctic warming, elevated sea levels, etc. A two to four
degree rise in temperature on average is expected during the
21st century, and the consequences of this on flora and fauna,
including species extinctions, are incalculable today. This trend
is in addition to different environmental degradations (pollution,
deforestation, etc.) associated with human activity.
2.3.5.2. Measuring to reduce
In order to ensure maximum transparency, Foncière des
Régions’ carbon reporting follows EPRA and GHG Protocol
recommendations. In addition, Foncière des Régions asked
CSTB, responsible for all of the group’s environmental indicator calculations, to estimate each business activity’s largest
greenhouse gas emissions. The results showed a substantial
percentage of carbon among them.
In addition to World Climate Summits (the next of which will be
held in Paris in late 2015) and European or national initiatives,
Foncière des Régions believes that it is everyone’s responsibility
to adopt responsible behaviour. In order to reduce our carbon
footprint and combat climate change, the group adopted a global
carbon and reporting policy in 2010 enabling us to monitor the
progress against our action plans.
The carbon footprint adjusted for climactic differences has
declined from 25 kgCO2e/m2SHON/year for the portfolio in 2008
to 23 kg kgCO2e in 2014 (vs 21 kgCO2e in 2013), i.e. a decrease of
8%. Over the 2013/2014 period, the increase recorded reflects a
more carbon-heavy energy mix over the entire reporting scope.
2.3.5.1. Reducing carbon emissions
from buildings
Since 2010, Foncière des Régions has also aimed to control
greenhouse gas emissions to levels below 26 kg CO2/m2SHON/
year on average in our French operational offices portfolio.
Carbon emissions and embodied energy are systematically and
extensively analysed for all new operations, renovations and
work carried out on the portfolio. The LCAs (see Chapter 2.3.1.1)
supplement this process in order to adopt the best solutions
at an equivalent price. Modelling based on technical solutions,
cross-referenced with financial feasibility studies, optimises the
balance between environmental and financial performance.
CARBON INTENSITY OF THE OFFICE PORTFOLIO
(kgCO2e/m2SHON/year)
25 25
2008
27
29
25
2009
25
22 23
23 23
22 21
2011
2012
2013
2010
Without climate adjustment
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23
2014
With climate adjustment
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On a like-for-like scope, carbon emissions increased 8.6%, with climate adjustment. These results are broken down by greenhouse
gas in the table below.
GHG emissions like-for-like
CO₂
CH₄
NO₂
HFCs
PFCs
SF₆
NF₃
Other
Total emissions (kgCO2e/m2SHON/year)
2013
2014
20,867
0.015
0.283
0.000
0.010
0.097
0.000
1.446
22,712
0.015
0.302
0.000
0.011
0.102
0.000
1.539
22.7
24.7
Lastly, Foncière des Régions’ carbon footprint approach for the Offices portfolio according to the EPCs performed on 68% of the surface
area owned as at 31 December 2014.
The table below presents the breakdown according to the Carbon Label called the “Climate Label”:
Climate Label: greenhouse gas emissions (kgCO2e/m2/year)
Value (€m)
Climate Label
≤5
A
6-15
16-30
31-60
61-100
101-145
≥ 145
B
C
D
E
F
G
Surface area (m2)
2014
2014
A
21
1%
29,235
1.7%
B
406
11%
168,057
9.7%
C
1,310
35%
509,994
29.4%
D
563
15%
231,030
13.3%
E
194
5%
161,077
9.3%
F
10
0%
12,536
0.7%
G
76
2%
79,798
4.6%
2,579
69%
1,191,728
69%
Total
2.3.6. Controlling health and climate risks
Asset acquisition and management require carrying out a certain
number of diagnostic tests, which may be mandatory depending
on the asset’s construction date, and include asbestos, pest
report according to the municipality (e.g., termites), physical and
geological risks report (e.g. risks of flood, subsidence, coastal
submersion, Seveso risks, etc.), energy performance certificate,
as well as lead, electricity and gas for housing units.
des Régions strives to control the health and environmental risks
of all its office assets. These risks may be subjected to additional
investigations (ground contamination, etc.), periodic monitoring
(asbestos, for example) or specific analysis (legionella, etc.).
Each asset undergoes all regulatory diagnostic testing. Foncière
des Régions has a dedicated team responsible for matters
related to environmental safety. It is involved in the analysis of
acquisitions, and again during the management period, up to the
creation of data rooms for sale.
With attention to the specific requirements for ICPE sites (i.e.
establishment classified for environmental protection) Foncière
As at 31 December 2014, the main risks for the Foncière des Régions Offices portfolio related to 375 sites (vs 423 at 31 December 2013 –
a difference due to disposals), were as follows:
Diagnostic procedures in place
Area
(1)
(2)
(3)
2014
2013
Technological and natural risks – number of cases surveyed:
Polluted sites and ground: pollution risks – number of sensitive sites:
Cooling towers – number of sites concerned:
423(1)
125(2)
2(3)
100%
100%
100%
375
121
2
100%
100%
100%
Status of risk surveys in place.
Sites where the history and use suggest a ground pollution problem.
Sites where the operator of the tower is the owner.
As in previous years, in 2014, Foncière des Régions was not convicted nor had any judgement against it for failure to comply with
environmental regulations. Foncière des Régions has therefore never had to book provisions or guarantees for contingencies in the
environmental domain.
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2.3.7. Limiting environmental impacts by anticipating regulations
2.3.7.1. Reducing water consumption
2.3.7.2.1. Sensitivity of site location in relation
to ecological interest areas
A building consumes water both during its construction
(concrete, cleaning, etc.) and during its operation (occupier
usage, housekeeping, watering, cooking, etc.). The new operations developed by Foncière des Régions most often recover rain
water and use it for watering.
The G4-EN11 indicator provides information on “operational
sites owned, leased or managed in protected areas or adjacent
to protected areas, as well as areas with high levels of biodiversity outside protected areas”. Protected areas (Natura 2000,
Protection Decrees and Biotope), and areas with high levels of
biodiversity (natural areas of ecological, flora and fauna interest,
called ZNIEFF) were identified within 1, 2, and 5 km radii of each
site studied using analysis and mapping data.
Regarding its operating Offices segment, Foncière des Régions
has set an objective of measuring and monitoring water
consumption across the entire reporting scope. With the
operating portfolio, reducing our water footprint involves systematically using water-saving equipment and carefully monitoring
consumption, whether this concerns the occupants or, where
applicable, company restaurants and green spaces.
Result: none of the sites in the research scope were located in
ecological interest areas as defined by the GRI, and only 25% of
sites were located close to several areas subject to regulations
or with high levels of biodiversity.
To this end, a water usage reporting campaign is carried out each
year among tenants. It has reached 90% for assets falling under
“operational control”, namely the multi-let sites managed directly
by Foncière des Régions teams, and 40% of single-let buildings,
for which the tenants report their usage. All of these consumption
figures are detailed in Chapter 2.11.3.1.
6%
25%
Low
sensitivity
High
sensitivity
For the 2015/2020 period, Foncière des Régions’ goal will be
to keep water consumption below 0.5 m3/m2/year in its France
Offices operating portfolio, and monitor volumes used as part of
development and renovation operations.
69%
Moderate
sensitivity
Breakdown of sites according to their ecological sensitivity:
2.3.7.2. Analysing the impacts of business
activities on biodiversity
ww
Low sensitivity: no ecological interest area within a 5 km radius.
ww
Moderate sensitivity: between one and three ecological interest
areas, including at least one Natura 2000 protected area.
Foncière des Régions aims to manage the sites that it holds
in such a manner as to make them true drivers of biodiversity. Chapter 2.8.2 presents Foncière des Régions’ policy on
biodiversity.
ww
High sensitivity: more than three ecological interest areas,
including several Natura 2000 protected areas.
With the operational offices portfolio, the BREEAM In-Use
certification procedures carried out in 2013 and 2014 led to the
completion of advanced environmental studies by a specialised
firm. These allow for defining areas of progress for each site
concerned and for progressively creating a biodiversity map for
the portfolio.
2.3.7.2.2. Impact of sites
on ecological interest areas
Furthermore, an analysis was carried out in 2014 on 16 out of
20 Office sites whose green spaces Foncière des Régions’ teams
directly manage (the green spaces of single let sites are managed
by the tenants), in order to assess the impact of business activities on biodiversity. Most of these sites are located in the Paris
region and the other assets are spread out across France.
Result: at the end of the mapping analyses, no site in the study
was located in an ecological interest area, which means that the
impact of sites studied on these areas is very low.
The G4-EN12 indicator describes “significant impacts of activities,
products, and services on biodiversity in protected areas and
areas with high levels of biodiversity outside protected areas”.
Foncière des Régions’ business does, however, have an impact
on biodiversity. The construction of new buildings can cause the
destruction or fragmentation of natural areas. Work site stages
are also sources of disruption for flora and fauna, especially if the
work site stage is taking place during breeding periods.
An analysis was carried out regarding four GRI 4 Biodiversity
indicators.
The consumption of construction materials also indirectly
impacts biodiversity. The type of material (renewable or not) and
conditions of their use (pollution, habitat destruction, not restoring habitat after use) are both criteria to take into consideration
to reduce the impacts of this “embodied biodiversity” (ex-situ).
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its domestic equivalent and whose habitats are located in areas
affected by business activities, by level of extinction risk”.
Lastly, in designing and managing building green spaces, it is
possible, for instance, to encourage the implementation of continuous green space areas that are more favourable to biodiversity
than several small and broken up plots; to limit glass surfaces,
which can cause bird collisions and to reduce light pollution,
harmful to nocturnal insects and a certain number of bat species.
Result: the ecological diagnostic tests performed under BREEAM
In-Use certifications obtained did not observe animal species
appearing on the IUCN’s red lists. Therefore, there was no impact.
Arranging green spaces helps make sites favourable areas for
biodiversity through:
2.3.7.3. Producing less and less waste
ww
landscaping
Aware of the advent of the circular economy, Foncière des
Régions is committed to raising awareness of waste-related
challenges among its tenants and its staff at its own premises
by promoting waste recycling (see Chapter 2.9.6.2), as well as
at its work sites (developments, renovations and major repairs).
ww
surface area of green spaces and continuity
ww
selecting planted and seeded varieties
ww
presence of areas favourable to biodiversity
ww
managing green spaces
In France, the municipalities manage waste removal in almost all
of the assets owned by Foncière des Régions. The only information likely to be collected from the company concerns the selective nature (or not) of the collection. Out of the entire portfolio of
assets owned by Foncière des Régions as at 31 December 2014,
100% benefit from selective collection (i.e., separate collection of
different waste streams to allow for it to be recycled or disposed
of most appropriately).
ww
maintenance schedules (e.g. grass cutting)
ww
using plant protection products.
2.3.7.2.3. Presence of sites in protected
or restored habitats
The G4-EN13 indicator “Presence of sites in protected or
restored habitats” aims to indicate the surface area and location
of protected or restored habitats under the influence of the
company’s business activities.
However, on a few sites, there are private companies that are
responsible for waste removal, which enables us to monitor
waste tonnage by type and percentage of waste recycled (see
Chapter 2.11.3.1). This is the case in Foncière des Régions locations where 100% of paper and cardboard have been recycled for
more than five years.
Result: out of all the habitats present on Foncière des Régions’
sites that underwent analysis and ecological visits, none were
in protected or restored habitats. Therefore, these sites have no
impact on protected or restored habitats.
Lastly, development and renovation operations are strictly monitored in terms of waste production, just like energy and water
consumption.
2.3.7.2.4. Impact of sites on species
appearing on the IUCN’s red lists
The G4-EN14 indicator “Impact of sites on species appearing
on the IUCN’s red lists” aims to define the ‘total number of
threatened species appearing on IUCN’s global red list and on
For example, the table below presents an extract from a work site’s consolidated environmental reporting.
New Vélizy in Vélizy-Villacoublay
Offices surface area (m SHON)
45,262
2
Energy consumption
2,299,296 kWh
Water
N/A
Non-hazardous waste (DIB) (tonnes)
658
Of which % recycled/reused
74%
Of which % incinerated for recycling as energy
21%
Of which % buried/dumped
5%
Of which % managed by the municipality
N/A
Hazardous Waste (tonnes)
23.4
Inert Waste (tonnes)
734
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2.3.7.4. Consumer health, indoor air quality
for occupants, while taking into account the growing demand
for open space and modular locations as well as urban density:
protecting occupants from exterior noise and reducing the building’s noise nuisance (rooftop equipment, etc.) for third parties
(locals, etc.).
After home, the office is the most frequented place for a fair
amount of French people. There are several factors related to
quality of work environment that influence employee health,
well-being and performance, such as air quality, acoustics,
lighting, etc. At the same time, there is currently little data on
these spaces in comparison to homes and living areas welcoming
children. The European OFFICAIR research project thus set the
objective of studying air quality and comfort in new or recently
renovated office buildings in Europe. In France, 21 office buildings
participated in the project between 2012 and 2014 (out of a total of
167 spread across eight countries), two of which were buildings
of Foncière des Régions.
2.3.7.6. Land use
Aware of the decreased availability of fertile/food-producing
land and ground water (soil sealing), as well as of flood risks,
Foncière des Régions strives to limit urban sprawl by including
its developments in requalification operations that encourage
“rebuilding the city on top of the city”. For instance, the operations in Cœur d’Orly, Green Corner (Saint-Denis), New Vélizy
(Vélizy-Villacoublay) or Euromed Center (Marseille), illustrate
this approach: they add value to already urbanised land and to
existing assets, thus helping to safeguard still untouched areas
with strong potential for biodiversity.
Several lessons were learnt from this project. For example, the
first reference framework of data pertaining to the air quality
inside office buildings, is available today due to measures implemented (volatile organic compounds, ozone, nitrogen dioxide,
particles, etc.). Reproduced during two contrasting seasons
(summer/winter) and under various configurations, particularly
on different floors of a building, these measures help us to
understand the effect of certain parameters: proximity to the
road, influence of the temperature, etc. Additionally, an intervention study conducted in one building per country (eight buildings
in all) revealed the emission of volatile organic compounds by
floor cleaning products for the first time. A decrease in aldehyde
concentration in the air was observed in the air of the spaces
where a lower-emission product was used to clean the floors
every day. The contribution of office equipment, printers and
photocopiers, was not shown in the project, as ozone and particle
concentrations are more often associated with concentrations
measured in outside air. This can be related to the fact that this
equipment is often placed in dedicated rooms, a location that
remains preferable.
As at 31 December 2014, Foncière des Régions is not concerned
by an obligation to decontaminate or clean up one of its sites in
operation.
Once again this year, Foncière des Régions has not had a conviction or judgement rendered against it for not complying with
environmental regulations and has never had to book provisions
or provide guarantees for environmental contingencies.
2.3.7.7. Adapting to the consequences
of climate change
Following the 5th Assessment Report published in 2014, the
Intergovernmental Panel on Climate Change (GIEC), and the
work of the National Observatory on the effects of global warming
(ONERC), Foncière des Régions has identified the main paragraphs which could have an impact on its business activities and
has implemented measures to prevent and adapt as necessary,
which aim to:
The currently available data remains limited to a few buildings
for France, including the two Parisian headquarters of Foncière
des Régions. In order to enlarge the sample, the Observatory
of Interior Air Quality (OQAI) launched a national campaign to
measure interior air quality and comfort in 300 office buildings
spread out across all of France. Foncière des Régions is also a
participant in this unique campaign.
ww
reduce the vulnerability of occupants to the effects of heat
waves and increase summer comfort requirements in buildings
ww
analyse the risks of temporary or permanent river or sea
flooding (flood risk prevention plan – PPRI) resulting from
rising sea levels and due to storms
2.3.7.5. Noise nuisance pollution
ww
study land quality and its vulnerability to flooding prior to any
acquisition, and adapt building foundations to ground instability
(shrinking and swelling of clay-based soils)
Noise is one of the factors related to a building which has one
of the largest impacts on employee productivity. Comfort and
user well-being are key concerns for Foncière des Régions, so
the company strives to make buildings that optimise acoustics
Foncière des Régions
ww
implementing recommended provisions in regulations of
Natural Risk Prevention Plans.
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Foncière des Régions has implemented reporting on various risks considered as relevant to its business activities:
Number of sites concerned
2013
2014
Subsidence
44
46
Earthquake
2
2
Risks
Flood
84
75
Thermal effect
3
3
Waiver effect
3
3
Toxic effect
2
2
13
10
Avalanche
0
0
Forest fires
9
10
Torrential rain
0
0
Cyclone
0
0
Rise in groundwater level
2
2
Volcano
0
0
Mining
0
0
Other mining risks
1
1
Drought
Other natural risks
TOTAL
32
30
195
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2.4. STRONG PARTNERSHIPS WITH TENANTS THAT STRENGTHEN
THE HOTELS AND SERVICE SECTOR BUSINESS
With over 400 hotels in Europe, Foncière des Régions is now in the top tier of leading European players in the Hotels and Service
Sector via its subsidiary Foncière des Murs.
28.5% owned by Foncière des Régions and controlled via a
partnership structure, Foncière des Murs has built up recognised expertise in acquiring and increasing the value of real
estate portfolios outsourced by leading players in the various
sub-sectors, including hotels (Accor, B&B Hôtels, Louvre Hotels
Group, NH Hotel Group and Meininger), restaurants (Courtepaille,
Quick), health (Korian) and retail (Jardiland). The occupancy rate
of the assets remained at 100% at year end 2014, with long leases
offering a residual term of 6.8 years on average.
As at 31 December 2014, the Hotels and Service Sector portfolio
was valued at €3.2 billion, covering a total area of 1.45 million m2.
The Hotels and Service Sector’s staff belongs to the Foncière des
Régions Economic and Social Unit.
2.4.1. Innovating to support users
In 2014, Foncière des Régions expanded its presence in hotels,
assisting the French hotel group B&B Hôtels with the financing
of its organic growth in Germany through the development
of 10 or so hotels in Berlin, Frankfurt, Hamburg and Munich,
representing almost €50 million. Other geographic diversification
by the group were the acquisition of the 4* NH Amsterdam hotel
for €48.3 million, let to the NH Hotel Group under an indexed,
fixed-rent, 20-year, firm, triple net lease, the development of
a partnership with Meininger, a chain which rolling out across
Europe a hybrid hotel concept where rooms or beds can be
rented, targeting both families and business travellers.
certain number of operators are looking to sell businesses as well
as premises. Always looking to innovate and support its partners,
Foncière des Régions decided to innovate by establishing a new
structure, led by hotel management specialists, dedicated to
investing in hotel premises and businesses. With an investment
capacity of at least €300 million in 2015, this new structure will
expand its delivery models in conjunction with leading European
hotel chains, starting with the purchase of two Motel One hotels
in Germany, for €104 million, with a view to transforming them
into “Première Classe” hotels (via a management contract with
Louvre Hotels Group), as well as the off-plan purchase from
Eiffage of a 305-room Pullman hotel (€55 million) in Roissypole
(Roissy-Charles de Gaulle airport), which will be run by Accor,
also under a management contract.
The needs and strategies of tenants have changed since Foncière
des Régions started this business in the early 2000s. Now, a
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2.4.2. Designing eco-friendly assets
Since 2010, Foncière des Régions has set itself the goal of having
all new developments in its hotels and service sector portfolio
designated “green”, namely having the construction and/or
usage certified (HQE or BREEAM, or LEED, or equivalent) and/or
designed in line with recognised energy performance standards
(BBC-effinergie, HPE, THPE, RT Globale).
collected. This hotel boasts very high-performance equipment:
production of domestic hot water (DHW) using a Heliopac system
covering 50% of DHW needs; Technical Building Management
(TBM) to manage equipment; dual-flow air treatment unit with
energy recovery and full exterior insulation.
Moreover, this building is the first hotel in France to have
undergone a life cycle analysis (LCA). Reporting to CSTB as
part of the HQE Performance programme, this LCA covered the
11 programme indicators and constitutes a unique tool for analysing the various areas of impact: energy and embodied energy,
carbon, materials, water, waste etc. This analysis showed that
the Heliopac system made it possible to reduce the impact of
the Energy Module by 33% and to save 118 kWhpe m2SHON/year,
thereby avoiding the production of 2.5 tonnes of radioactive waste
during the asset life cycle, modelled over 50 years.
The construction of the B&B Porte des Lilas hotel, completed in
June 2014, is an example of this, with receipt of HQE “Commercial
Buildings-HQE Approach-Hotels” certification, the Clé VerteHôtel label, and a level of conventional energy consumption
around 45% below the 2005 French thermal regulation, equivalent to the THPE EnR label. This 7,104 m2 and 265-room complex
was built in an urban renewal zone. The rooftop equipment was
carefully considered in order to limit noise nuisance and the
terrace of one of the two buildings was planted and the rainwater
2.4.3. Speeding up the environmental transition of the portfolio
In the Hotels and Service Sector segment, Foncière des Régions
has so-called “triple net” leases, meaning that the tenant
is responsible for ongoing maintenance, the major works in
Article 606 of the French civil code as well as taxation. Foncière
des Régions therefore has very limited scope for managing the
energy and environmental performance of single-let buildings
outside of specific works programmes, such as those agreed in
return for an extension to the lease and/or an increase in rent.
These annexes in particular cover rules governing the communication of data on utility consumption required for the detailed
reporting in Chapter 2.11.3.2. In such cases, tenants are asked to
participate in studies (energy, biodiversity etc.) or provide feedback
(asset certification, metrology-metering, carbon footprint etc.).
2.4.3.2. Improving the energy performance
of our assets
The sustainable development partnership committees, established since 2009, have nevertheless facilitated the signing of
environmental annexes, as well as the energy and environmental
mapping of assets, which has involved measuring their environmental footprint across some twenty indicators.
Since operating expenses are often second among expense items
after payroll for businesses in the hotel and health sectors, the
tenants in the Hotels and Service Sector portfolio are particularly
sensitive to matters involving energy or water use.
While in-use certification (HQE Exploitation, BREEAM In-Use,
LEED EBOM) has not yet been rolled out in the hotel sector,
Foncière des Régions has nevertheless decided to carry out a
number of tests in 2015, in coordination with four of its tenants,
in order to make them aware of these new tools. In addition, a
number of them prefer ISO 14001 certification, in order to ensure
widespread application of best practices and CSR reporting on
their portfolios. Accor has thus rolled it out across its Ibis and
Novotel hotel portfolios. At year end 2014, 34.1% of the Hotels and
Service Sector portfolio was already ISO 14001 certified.
2.4.3.1. Improving the environmental
performance of our assets through
environmental annexes
The partnerships developed with tenants have enabled the
inclusion of environmental annexes in all leases for premises
over 2,000 m2.
Since 2013, environmental annexes have been included in 100%
of the leases covered by this requirement (new or in progress).
Furthermore, portfolios comprising assets that are individually under the regulatory threshold of 2,000 m2 (e.g. Quick,
Courtepaille) also added environmental annexes.
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2.4.3.3. Measuring in order
to reduce the footprint
Each asset is occupied by a single tenant, who retains operational
control of maintenance, with no “operational control” (direct
management) over the building by the owner. Foncière des
Régions does not have any energy supply contract for the Hotels
and Service Sector portfolio.
The energy and environmental mapping done with CSTB in
2009-2010 on the Accor, Courtepaille and Quick portfolios was
extended in 2011 to the Jardiland and Korian portfolios, and
in 2014 to the B&B Hotels one. Updated each year, for energy
and water it covers circa 85% of the total surface area of the
consolidated reporting scope of the Hotels and Service Sector
portfolio as at 31 December 2014. The twenty indicators used are
common to the different activities of Foncière des Régions and
its subsidiaries; similarly, an IT tool, designed by CSTB, allows
asset and property managers to consult summary files for each
asset or to analyse them again.
The two charts below show the results with and without climate
adjustments (summer and winter), as calculated by the CSTB,
so as to render them more comparable since 2008, the baseline
year for Foncière des Régions.
Overall consumption shows a slight increase in final energy
(energy consumption) and a further reduction in primary energy
(gross energy before transformation), as a result of changes to
the portfolio and an energy mix that used a little less electricity
and more gas in 2014 compared to 2013.
CHANGE IN FINAL ENERGY RATIO
CHANGE IN PRIMARY ENERGY RATIO
(with and without climate adjustment)
(kWhfe/m2SHON/year)
370 377 368 359 354
2008
2009
(with and without climate adjustment)
(kWhpe/m2SHON/year)
334 320 333 316
2010
2011
Without climate adjustment
286
2012
693 690 687
647
239 233 233 246
2013
2014
2008
With climate adjustment
CHANGE IN THE CARBON RATIO OF THE PORTFOLIO
2008
2009
53
50 48
2010
Without climate adjustment
2011
2011
2012
2013
2014
With climate adjustment
CARBON INTENSITY OF THE PORTFOLIO LIKE-FOR-LIKE
35.9
34.5
2013
2014
44 47
2012
473 464 442 459
(with climate adjustment) (kgCO2e/m2SHON/year)
(with and without climate adjustment)
(kgCO2e/m2SHON/year)
49
2010
534
reduction. The increase in the emission ratio per m2 reflects a
greater proportion of assets heated with gas in 2014 compared
to 2013. However, like-for-like, a reduction of close to 1.5 kgCO2e/
m2SHON/year was achieved over the period.
Since 2008, the baseline year for the calculation of the carbon
footprint of the Hotels and Service Sector portfolio of Foncière
des Régions, CO2 emissions have gone from 57 kgCO2e/m2SHON/
year in 2008 to 35 kgCO2e/m2SHON/year in 2014, a 38.6%
54 56
2009
Without climate adjustment
2.4.3.4. Mitigating climate impact
57 56
646 616 608 609
598
31 32
32 35
2013
2014
With climate adjustment
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2.4.3.6. Optimising waste management
and treatment
ENERGY MIX OF THE PORTFOLIO IN 2014
1%
Strict regulations govern the removal of food waste (requirement
to install grease traps, etc.); these provisions apply to hotel (Accor,
B&B Hôtels) and restaurant tenants (Courtepaille, Quick), in the
same way as hygiene considerations in general and consumer
health in particular. Similarly, health assets (Korian) are subject
to the rules governing health establishments that ensure waste
is treated in an optimal manner.
Fuel oil
3%
Wood
5%
Heating
network
55%
36%
Apart from this specific waste, the collection of non-hazardous
waste in France is generally done by local authorities, which do
not provide information on the volumes or tonnages collected.
Municipalities are moving towards widespread waste sorting:
at year end 2014, of the 75% of assets within the entire reporting
scope providing information on the existence or otherwise of
selective sorting, 100% had selective collection. These issues
are reviewed at the partnership committee meetings with tenants
in line with the provisions of the environmental annexe in order
to identify paths toward progress.
Electricity
Gas
2.4.3.5. Saving water
The tenants of the Hotels and Service Sector portfolio of
Foncière des Régions have implemented water usage reduction
programmes, which involved raising awareness among their staff
and among their clients.
2.4.3.7. Preserving biodiversity
As each asset is let to a single tenant, the leases assign
responsibility for building use to the user. While Foncière des
Régions does not control day-to-day management and in particular matters relating to landscaped areas, it is nevertheless
committed to rolling out the biodiversity policy across the group,
with the objective of better designing its future locations and
reducing the environmental impact of its assets.
When an asset is occupied by a single tenant, it is the latter who
signs a water supply contract. All of the water consumption
figures used for the calculations reported in Chapter 2.11.3.2
are taken from invoices. Nevertheless, Foncière des Régions
is focussed on gaining a deeper understanding of its portfolio
through having an environmental footprint of it. It thus set itself
the goal of measuring and monitoring water consumption across
100% of the entire reporting scope, which represents 94.8% in
value (81.8% of the area) of the portfolio owned at year end 2014.
It is therefore by raising tenant awareness and the exchange of
tools and analysis, in particular through the sustainable development committees, that issues such as biodiversity, transportation,
etc. are addressed. Many major partners of Foncière des Régions
thus took part in the mapping of corporate gardens carried out
between 2012 and 2014 at a certain number of sites, in order to
look at the existing biodiversity drivers and, above and beyond
the ecological inventory, at what could be done to help conserve
animal and vegetable species.
For 2014, the water consumption data collected covered
84% of the entire reporting scope (in area) vs 87% in 2013. The
graph below shows flat consumption like-for-like between 2013
and 2014. The portion of hotels with restaurants directly affects
this ratio, in line with acquisitions and disposals. The existence
or otherwise of landscaped areas affects asset consumption to
a lesser extent. On the other hand, the water consumption ratio
like-for-like was unchanged between 2013 and 2014.
WATER INTENSITY OF THE PORTFOLIO, LIKE-FOR-LIKE
(m3/m2/year)
2.01
1.98
2013
2014
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2.4.3.8. Managing environmental risks
At 31 December 2014, no land within the Hotels and Service
Sector portfolio owned by Foncière des Régions was required to
be cleaned up or decontaminated for legal site operation. Like in
previous years, in 2014 the business was not convicted nor had
any judgment against it for failure to comply with environmental
regulations and did not need to book provisions or provide
guarantees for environmental contingencies.
Leases of the Hotels and Service Sector of Foncière des Régions
systematically stipulate that the tenant retains control of and
responsibility for environmental risks, the user or the site
manager being responsible for the premises for the purposes of
regulations governing environmental risks.
Nevertheless, upon acquisition and throughout the ownership
of each asset, Hotels and Service Sector staff examine environmental safety issues (ground pollution, asbestos, etc.).
2.5. THE PERFORMANCE OF OUR LOGISTICS BUSINESS
As part of Foncière des Régions’ strategic shift in focus, the
logistics business was subject to new changes to its portfolio
in 2014, which meant reducing the portfolio from €791 million
in value at year end 2013 (87.1% France and 12.9% Germany) to
€288 million at 31 December 2014 (100% France).
Within this framework, and bearing in mind the sales programme,
the environmental initiatives on the Logistics portfolio focus on
fluid monitoring and cost control, biodiversity challenges that
overlap with the group’s policy, the monitoring of health and environmental risks, and, in all cases, operating permits and ICPE
sites (installations classified for environmental protection), which
are among the most important challenges related to logistics.
The most significant disposal concerned 17 logistics platforms,
representing a total surface area of nearly 750,000 m2 located
in France and Germany, which were sold to Blackstone for
€473 million. These sites form part of Logicor, Blackstone’s
European logistics platform, and include in particular “Garonor”,
a platform that has benefited from several environmental investments, with in particular building renovations aimed at BREEAM
certification and a Biodiversity policy that earned the EVE label®.
The teams in charge of the logistics portfolios form part of the
Foncière des Régions ESU.
2.5.1. Challenges specific to logistics
Logistics assets most often comprise a main component
dedicated to storage, and an office component. Only the office
component is subject to Thermal Regulations, as storage areas
kept below 12° (in order to frost-protect inventories) are not
targeted.
Logistics assets have relevant locations in terms of road, rail,
river or sea connections. Besides being accessible to multiple
modes of transport, the sites are close to city centres, facilitating
the use of electric vehicles.
The energy and environmental mapping study conducted on this
portfolio in 2009, which is updated and fleshed out each year, has
revealed the fact that, considering the cost of building logistics
assets, the drivers for improving energy efficiency mainly focus
on lighting and the insulation of facades (frost-free double skin).
From an energy consumption and carbon emissions perspective,
greenhouse gas footprints and the life cycle analysis of Logistics
buildings show that the buildings have a marginal impact
compared with that of the related transport methods. The quality
of locations is thus decisive in Logistics. Foncière des Régions’
2.5.2. Reducing the environmental footprint
For each of these portfolios, Foncière des Régions strives to
reduce its entire environmental footprint, which entails the
measurement of several indicators: energy and water consumption, carbon emissions and waste management.
Foncière des Régions
The energy and water consumption monitored as part of the
Logistics portfolio are those covered by Foncière des Régions
and re-invoiced to tenants: they concern collective equipment
and the common areas of multi-let sites, managed by the group’s
property management teams.
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2.5.2.1. Improving energy performance
2.5.2.2. Reducing climate impacts
Energy consumption is subject to careful monitoring, based on
the use of two types of information:
Carbon emissions are monitored according to the aforementioned scope.
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Consumption for the scope managed directly saw a slight
increase between 2013 and 2014, from 86 to 91 kWh/m2SHON/
year. Like-for-like, the data recorded shows a considerable
decrease in gas consumption (‑20%) and an increase in electricity consumption (+5%). This decrease, which includes no
climate adjustment, is partly due to milder temperatures in
2014, combined with reduced requirements for frost-protecting
inventories.
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Carbon emissions are calculated by the CSTB based on energy
bills (see Chapter 2.11.3.3). Due to reduced energy consumption, carbon emissions were reduced by 19.5% like-for-like
between 2013 and 2014. The table below presents the proportionate share of each greenhouse gas in these emissions.
TOTAL CARBON EMISSIONS –
OPERATIONAL CONTROL SCOPE (kgCO2e/m2SHON/year)
INTENSITY OF FINAL ENERGY LIKE-FOR-LIKE
26.35
(kWhfe/m2SHON/year)
21.21
120
98
2013
GHG emissions like-for-like
2013
CO₂
CH₄
NO₂
HFCs
PFCs
SF₆
NF₃
Other
2014
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The EPCs also demonstrate the strong performance of our
assets, since 93.8% of the assets (in surface area) were awarded
a grade between A and C. At 31 December 2014, the portfolio
was broken down as shown in the chart in the chapter below.
Total emissions
(kgCO2e/m2SHON/year)
2014
2013
2014
23.583
0.002
0.090
0.000
0.002
0.010
0.000
2.662
18.991
0.002
0.077
0.000
0.002
0.010
0.000
2.127
26.35
21.21
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The EPCs also show the strong performance of our assets,
since 95.8% of the assets (in surface area) were awarded a
grade of between A and D.
At 31 December 2014, the portfolio was broken down as shown in the chart in the chapter below.
Energy consumption
Greenhouse gas emissions
In number In surface area Climate label (kgCO2e /m2/year)
Label (kWh/m /year)
2
≤ 50
7.7%
9.9%
46.2%
65.8%
6-15
30.8%
18.2%
16-30
0%
0%
31-60
0%
0%
61-100
7.7%
0.7%
101-145
7.7%
5.5%
≥ 145
100%
100% EPC performed
A
51-110
111-210
B
C
211-350
351-540
541-750
> 750
EPC performed
D
E
F
G
2.5.2.3. Preserving biodiversity
B
C
D
E
F
G
15.4%
25.7%
15.4%
12.2%
46.2%
47.2%
15.4%
10.6%
0%
0%
0%
0%
7.7%
4.2%
100%
100%
in particular to roadways, soil sealing and the choice of materials. Accordingly, good practices include the very limited use
of chemical products (herbicides, plant protection products and
synthetic fertilizers), the use of native plants that consume little
water, etc. These environmentally-sound actions also contribute
to better cost control.
Logistics assets are often located in peri-urban areas, except
in the case of so-called urban logistics, where they are located
in denser areas covering a smaller surface area. Biodiversity
challenges concern both types of site, and involve issues relating
Foncière des Régions
A
≤5
In number In surface area
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2.5.2.4. Optimising waste management
and treatment
2.5.2.6. Specific management
for specific risks
In France, waste removal is often handled by municipalities,
which do not provide any information on the volumes or tonnages
that they collect with their services or with concessionaires.
For Foncière des Régions, the prevention of environmental risks
to ensure the safety of people and goods is at the heart of the
obligations for site management, in particular for its Logistics
activity. The environmental mapping conducted with the CSTB
made it possible to prepare a detailed review of the environmental
and health risks and to set targets for improvement.
In keeping with the principles of the circular economy, which
aims to produce goods and services while strongly limiting the
use of raw materials and non-renewable energies, Foncière des
Régions makes its tenants aware of waste recycling, which is now
becoming a general practice throughout the portfolio.
In addition to the ICPE sites (installations classified for environmental protection), which already represent a major challenge
for the Logistics business, the various compulsory analyses (EPC,
DTA, etc.) are also applicable. As with the Offices business, the
DTA analyses are managed via the Provexi platform.
2.5.2.5. Progress report on operating
permits held directly
The studies and analyses regarding the various risks are coordinated by a team dedicated to service portfolios, which centralises
and monitors 23 identified risks, in particular: floods, (2 sites),
subsidence (2), earthquakes (1), waiver effect (1), toxic effect (1),
droughts (0), cyclones (0), rise in groundwater level (0), etc.
In Logistics, environmental risk is mainly monitored via operating
declarations and permits for classified facilities and the management of fire risks. Foncière des Régions’ Logistics objective
is to hold operating declarations and permits for all its sites.
This measure is a long-term process because reviewing new
applications can only be done when operators change.
As at 31 December 2014, Foncière des Régions held 90% of the
authorisation decrees and declarations for its Logistics business,
compared to 84% at the end of 2013; it has not been convicted or
judged for non-compliance in 2014.
2.6. DYNAMIC MANAGEMENT OF THE RESIDENTIAL PORTFOLIO
In 2014, Foncière des Régions further strengthened its presence in the Residential sector in Germany by purchasing a direct investment (60.9%) in its German subsidiary, Immeo AG (41,000 units in Germany) to capitalise on the positive outlook for this market.
At the same time, Foncière des Régions maintained its shareholding of 60.1% of Foncière Développement Logements capital
(2,069 units in France). The following pages provide insight on common environmental issues in the residential sector and give
further details about the performance of the two “Residential” subsidiaries of Foncière des Régions.
2.6.1. Issues specific to housing
The Residential sector is involved in issues related to urban
planning, urban diversity, use of land and even to accessibility
and transport issues. It is at the heart of environmental concerns
because it must both respond to common types of buildings
issues (energy and water consumption, carbon emissions, materials, waste, interior air quality, biodiversity, etc.), as well as to
more specific topics, which are subject to regulations specific to it
(lead, safety requirements, compliance of gas facilities, electricity,
etc.) or related to tenant conditions (purchasing power, health,
etc.). It addresses all dimensions of sustainable development.
In the European Union, housing is considered to be a strong issue
in the environmental and social policies of each Member State.
Regulations with respect to construction and renovation are
gradually becoming more stringent to encourage the emergence
of healthy and energy and water-efficient habitats with a smaller
environmental footprint.
The energy and environmental policies of Germany and France
are an expression of the EU Sustainable Development Strategy
(EU SDS) adopted in June 2001 in Gothenburg by EU heads of
States and Governments and the European directives that it has
engendered since then. The EU SDS targets the environment,
employment, economic reform and social cohesion, with five
major objectives in the long term: climate change, transport,
health, natural resources and poverty and social exclusion.
Similarly, the European Energy Efficiency Directive (2012/27/EU)
also applies to both sides of the Rhine.
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2.6.2. A comprehensive sustainable development policy
The housing sector is marked by a strong social dimension,
which includes taking into account the tenant’s individual situation and his or her comfort and health, via accessibility criteria
(proximity to public transport), energy and water performance,
environmental security (asbestos and lead prevention), as well as
thermal and sound insulation (such as double glazing).
The Immeo AG and Foncière Développement Logement asset
portfolios were also part of the energy and environmental
mapping study conducted in 2009/2010 with the Building Scientific
and Technical Centre (CSTB) and based on 20 indicators. Each
year, the reporting was monitored and enriched to allow a better
understanding of portfolio performance.
2.6.3. Immeo AG, the German model of integrated CSR
The measurement of Immeo AG’s portfolio energy performance
is based on two types of information collected:
As at 31 December 2014, Immeo AG held 41,000 housing units in
Germany and provided expertise in the management of buildings
for other group entities, such as hotels.
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a representative sample that was selected in 2014 of 126 buildings, in which changes in energy consumption over several
years are monitored. The perimeter is comprised exclusively of
assets over which Immeo AG has operational control, i.e. the
management of common equipment and common areas of
the assets, which excludes apartments owned in assets under
joint ownership.
In 2014, its geographical diversification accelerated with the
acquisition of 2,373 housing units in Berlin (€222 million) and
2,225 housing units in Dresden (€116 million). When these new
transactions were completed, Foncière des Régions’ residential
portfolio in Germany reached €2.7 billion, of which 21% were
in Berlin and 3% in Dresden. This expansion into booming and
attractive markets is helping to secure potential capital gains and
to improve the property portfolio.
Like-for-like, consumption has decreased by 12%. Since
data were not corrected for climate, the results were due to
temperatures that were milder in 2014 than in 2013.
2.6.3.1. Reducing energy consumption
BUILDING ENERGY INTENSITY LIKE-FOR-LIKE
(kWhfe/m2/year)
Housing tenants are increasingly attentive to energy consumption. In Germany, the Integrated Energy and Climate Plan adopted
in August 2008 aims to reduce greenhouse gases (GHG) by 40%
between 1990 and 2020. From 2021, building permit applications
in Germany will be exclusively for the construction of passive
buildings, with energy production and consumption to achieve
zero emissions, with a balance that should be between 10 and
15 kWh/m2/year, as the European Energy Performance of
Buildings Directive (EPBD) states “nearly zero energy”. This has
given rise to subsequent thermal building regulations on building
energy performance known as EnEv (Energieeinsparverordnung
for 2007, 2009 and 2014), which transpose the European Directive
of 16 December 2002 into German law. EnEv 2014 states that:
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2013
2014
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across the housing portfolio, through the Energieausweis.
These are mandatory for any rental or transfer, and they
are updated for each renovation so that an updated vision of
portfolio performance is available. The Energieausweis uses
a different calculation method (see box) to the French EPC.
In addition, these calculations multiply surface areas by a
regulatory factor of 1.2 in order to take common areas, cellars,
etc. into account.
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new builds: obligation to improve buildings’ energy performance by 12.5% compared with the 2009 EnEv regulation
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renovations: obligation to improve post-work energy efficiency
by 30%.
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Was ist ein Energieausweis? (What is an energy certificate?)
Energieausweise are energy certificates that have been made compulsory since January 2009 in Germany for all residential
and commercial buildings by the European Energy Performance of Buildings Directive. These certificates must be drawn
up when new buildings are delivered, and every time a landlord leases premises or sells an asset. They only take a portion
of consumption into account, primarily heating and domestic hot water, and specifically exclude lighting and household
appliances.
German law provides for two kinds of certificates, depending on the landlord’s choice:
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a certificate based on the building’s energy requirements – Bedarfsausweis – which must be drawn up by approved consultancies according to a standardised calculation method. This is the option selected by Immeo AG, where the qualifications
held by some engineers enable it to perform these assessments
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a certificate based on energy consumption – Verbrauchsausweis – which is drawn up by reading the previous occupants’
meters (more similar to the French EPCs).
DISTRIBUTION OF HOUSING BY ENERGY LABEL (Energieausweis)
As at 31/12/2014
As at 31/12/2013
In number
As a %
As a % of total
portfolio
In number
As a %
As a % of total
portfolio
A+
-
-
-
10
0.03%
0.02%
A
-
-
-
-
0.00%
0.00%
B
265
0.90%
0.70%
1,094
3.00%
2.60%
C
3,300
11.70%
8.80%
4,023
11.00%
9.70%
D
7,483
26.40%
20.00%
9,367
25.60%
22.70%
E
7,536
26.60%
20.20%
8,469
23.10%
20.50%
F
5,542
19.60%
14.80%
6,029
16.50%
14.60%
G
3,788
13.40%
10.10%
6,559
17.90%
15.90%
386
1.40%
1.00%
1,039
2.80%
2.50%
28,300
100%
75.70%
36,590
100%
88.50%
9,074
24.30%
4,756
12%
11.50%
37,374
100.00%
41,346
Label
H
TOTAL
No diagnostic
TOTAL
Each year, several rehabilitations of housing units or common
equipment (such as boilers) or insulation (such as façades and
double glazing) improve portfolio performance in a sustainable
manner. Accordingly, for €155,000, renovation carried out
in 2014 on a building purchased in Duisburg in 2013, which
consisted of insulating the façade and roofing, led to a reduction in energy consumption from 230 to 155 kWh/m2/year, i.e. a
decrease of 32.6%.
Alongside these initiatives, Immeo AG is promoting a circular
economy by using recycled materials when carrying out works
on the portfolio. This was specifically the case for the materials
used for external building insulation.
2.6.3.2. Reducing the GHG footprint
The energy mix in France (with its dominant nuclear component)
and Germany (with its dominant fossil fuel component) is very
different, and this has a significant impact on indirect CO2
emissions.
In 2014, 2,928 Immeo AG housing units were renovated and
modernised in order to re-let them more easily and add to their
value. Among these, 425 units received replacement windows in
PVC double glazing. In addition, 12,000 m2 of ceilings were insulated in the upper floors of some assets. At the same time, 23,500
m2 of outside walls were insulated externally. Boiler systems are
also regularly modernised, and in 2014, 35 condensation boilers
were installed to replace less efficient systems. In Essen and
Berlin, 96 buildings were connected to urban systems that receive
heat from cogeneration systems.
Foncière des Régions
100.00%
Carbon emissions are tracked using a representative sample of
126 assets, explained in further detail in Chapter 2.6.3.1. The
results, which are detailed in Chapter 2.11.3.4, show a reduction
in such emissions, like-for-like, of 13.8% between 2013 and 2014,
which is slightly higher than the energy consumption decrease,
because of the low carbon energy mix.
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BUILDING CARBON INTENSITY LIKE-FOR-LIKE
At Immeo AG, GHG emissions have been reduced through various
initiatives, primarily consisting in the insulation of outside walls
and the replacement of 35 gas boilers with gas condensation
boilers. In Oberhausen and Mülheim, six buildings had their night
accumulation heating replaced by a connection to the urban heat
cogeneration network.
(kgCO2e/m2SHON/year)
58
2013
50
2014
2.6.3.3. Producing renewable energies to reduce carbon footprints
Photovoltaic facilities have been installed in six assets located
mainly in the west of the country. The power from them, as
detailed below, slightly exceeds the estimates provided by feasibility studies. The solar panels have been installed on (sloping)
roofs, and provide Immeo AG with an additional income stream.
The equipment is depreciated over nine years. Immeo AG, as a
long-term player, preferred to be the owner of facilities in order
to capture all of the revenues generated by electricity production
and to develop new know-how, based on the outlook for passive
buildings through 2020.
IMMEO AG 2013/2014 PHOTOVOLTAIC PRODUCTION AND GAINS
(kWh)
(€)
163,294
400,000
170,000
118,596
300,000
120,000
200,000
100,000
70,000
43,490
43,449
33,604
31,785
10,917
20,000
8,073
0
0
Essen
Oberhausen
Duisburg
Production 2013 (kWh)
Gain 2013 (€)
Production 2014 (kWh)
Key figures:
5,200 m2 of panels distributed over six sites in Essen, Duisbourg, Oberhausen and Mülheim
608,370 kWh of theoretical production in 2014, vs. 552,000 kWh(1) in 2013
€262,000 excluding VAT generated in 2014, i.e., €50.40 excl. VAT/m2
Average investment ➡ €436 excl. VAT/m2
Return on investment ➡ 9 years on average (20 years of panel estimated useful life)
(1)
Value revised following a meter replacement.
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Mülheim
Gain 2014 (€)
2
2
Sustainable development
Dynamic management of the Residential portfolio
2.6.3.4. Reducing water consumption
Like-for-like, (85% of the representative panel), 100% of assets
have selective collection.
Water consumption is monitored carefully for the reduction of the
ecological footprint and control of expenses. In addition to raising
tenant and employee awareness, efficient systems are routinely
installed during renovations to reduce water consumption (dual
flush buttons, flow reduction, etc.).
2.6.3.6. Health risks at the heart of concerns
Out of concern for the safety of the occupants and their property,
an increasing number of assessments are performed before
any acquisition and are the subject of regular monitoring by
specialised staff. Special attention is paid to business-related
health and environmental risks, such as the presence of asbestos
or lead, and soil, water and air pollution, as well as natural and
technological risks (flooding, etc.).
Immeo AG’s historical portfolio contained large amounts of green
spaces. The acquisitions made in 2013, which have accelerated
since 2014 in Berlin and Dresden, relate to assets in the city
centre, where there is far less land.
Reporting on water consumption is conducted on 100% of the
representative sample, on the basis of the general meter, which
counts consumption in common areas (cleaning, green spaces,
etc.) and tenant areas (tenant consumption). Consumption is
increasingly distributed through individual meters by housing unit,
thus helping to raise tenant awareness and increase fairness.
From 2012, Immeo AG launched a campaign to install monitoring
devices on the collective domestic hot water equipment, thus
anticipating by a year the drinking water legislation that has
applied in Germany since December 2013, and which aims to
avoid legionnaire’s disease in residential or commercial buildings.
Like-for-like, water consumption has stabilised at around 1.6 m3/
m2/year.
In 2014, no cases of soil pollution were identified on the managed
portfolio and no provision for environmental and health risks
needed to be incorporated.
WATER CONSUMPTION IN CUBIC METRES
LIKE-FOR-LIKE
2.6.3.7. A social and societal dynamic
(in m3/m2/year)
1.61
2013
Since entering the Foncière des Régions group in 2007,
employees of Immeo AG have continued to benefit from the
specific characteristics of German law and have not been linked
to the Foncière des Régions ESU. Immeo AG’s social policy is
described in Chapter 2.11.4.2.
1.64
In terms of its societal policy, Immeo AG has been conducting
specific measures, such as, for example, a social information
awareness day at its Oberhausen offices in June 2014. This day
gave inhabitants of the city access to a housing advice service,
home assistance and aid to persons in situations of dependency.
Medical examinations were also offered to the inhabitants, along
with a road safety awareness programme by a local association.
This day was also an opportunity to inform residents about two
initiatives involving Immeo AG. The first, “Probewohnen”, is a
project for mentally disabled persons that enables them to test
their own autonomy in suitable housing. The second, “Wohnen im
Pott”, consists of opening a local office in Oberhausen to enable
people with disabilities to come to learn about the rights and
solutions they can enjoy with respect to housing. This multipurpose room is open to all inhabitants and encourages inhabitants of the same neighbourhood to socialise with one another.
2014
2.6.3.5. Managing waste production
Since waste removal is performed by municipal services that do
not produce any information as to the tonnage removed, it is not
possible to conduct exhaustive monitoring. Nevertheless, in each
building, waste sorting has been organised in connection with the
city, with the setting up of containers of various colours.
Awareness has been raised among tenants regarding the sorting
of waste by a service provider. If they do not put their waste in
the right containers, penalties are applied by their municipality.
The service provider has been paid based on the decline in the
amount of penalties issued.
2.6.4. French housing at a time of ecological transition
Foncière Développement Logements, a subsidiary of Foncière
des Régions that specialises in the Residential sector in France,
is continuing its real estate strategy, with asset recovery work
and the active rotation of the portfolio. Its 2014 portfolio of
2,069 housing units was valued at approximately €860 million
at 31 December 2014. More than 70% of it was located in Paris
and Île-de-France, and its net triple net asset value (NAV) was
about €500 million.
Foncière des Régions
Foncière Développement Logements staff are part of the Foncière
des Régions ESU (see Chapter 2.9).
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2.6.4.1. Reducing energy consumption
Ultimately, only an analysis “like-for-like” on assets held during
the 24-month period covering 2013/2014 offers a comparable
basis. It shows a decrease in energy consumption of 15.9%
between 2013 and 2014, which can be explained by overestimates
made by suppliers of gas and of the district heating in 2013 and
improvements made to the assets.
In France, the residential sector represents nearly 30% of energy
consumption (source: ADEME), which explains why it is subject
to various regulatory measures to improve the performance of
buildings, such as the Grenelle 1 and 2 Laws (of 2009 and 2010)
and “RT 2012” thermal regulation, which introduced a ceiling of
50 kWhpe/m2SHAB/year for new assets.
ENERGY CONSUMPTION INTENSITY LIKE-FOR-LIKE
For existing buildings, the granting of energy performance certificates (EPCs) based on EU directives is obligatory for any sale
or rental. Though it could stand to be improved, this document
provides an initial level of information on energy consumption
levels and carbon emissions from housing.
(kWhfe/m2 living space/year)
53.4
44.9
The energy performance of the portfolio is monitored at two
levels:
ww
buildings 100% owned by Foncière Développement Logements,
whose management is outsourced to a specialised structure.
Energy consumption by collective equipment and common
areas is under the operational management of the owner. The
reporting tables in Chapter 2.11.3.5 refer to this perimeter.
Equipment varies from one asset to the next and the control
exercised over the equipment varies for collective heating for
some, and individual heating for others, with different types of
energy (gas, electricity, etc.).
2013
2014
ww
for housing, via the EPCs; at 31 December 2014, 1,755 EPCs
were issued, covering 90% of housing units in the Foncière
Développement Logements portfolio.
The following table breaks down the allocation of housing by energy label.
2014 – PERFORMANCE AS A % OF THE NUMBER OF HOUS0G UNITS
Energy label (kWh/m2SHAB/year)
≤ 50
A
51-90
91-150
151-230
231-330
331-450
> 450
B
C
D
E
F
G
Energy Label
2012
2013
2014
A
0%
0%
0.1%
B
2.3%
2.1%
0.7%
C
6.7%
7.5%
8.90%
D
40.8%
38.5%
43%
E
31.2%
29.7%
34.7%
F
8.3%
10.2%
8.5%
G
10.8%
12.0%
4.1%
Diagnostic procedures in place
1,807
1,938
1,755
2.6.4.2. A reduced GHG footprint
Work that improve the performance of the portfolio, in terms of
both energy and carbon, may involve:
As with energy consumption, on the basis of which they are
calculated, carbon emissions are monitored:
ww
rehabilitation of vacated housing: in this case, rehabilitation is
carried out on equipment (energy-efficient heaters, installation
of double-glazing, high-efficiency water fixtures, etc.)
ww
in fully-owned assets; the reporting tables in Chapter 2.11.3.5
are based on this perimeter. The data collected show a
decrease in the carbon footprint of the portfolio like-for-like
in 2014 of 18.3% (7.8 kgCO2e/m2 living space/year), which is
mainly related to overestimates by gas and district heating
suppliers in 2013 for certain assets. This situation was rectified
with 2014 invoices.
ww
building renovation or the replacement of equipment to
enhance the performance of the asset (boiler replacement,
low-consumption lighting, etc.). For example, for the asset in
rue Marcadet in Paris, the replacement of the air handling
unit with a heat pump in 2012 led to a reduction in energy
consumption of more than 40% in 2014 compared with 2011.
This decrease is even more remarkable since the new equipment produces not only heating, like the previous one, but also
provides cooling during the summer.
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In 2014, for the sake of transparency and in order to include more emissions from various greenhouse gases, the latter were assessed
according to the recommendations of the Carbon Disclosure Project (CDP), as decomposed, like-for-like, in the table below:
BUILDING CARBON INTENSITY LIKE-FOR-LIKE
GHG emissions like-for-like
(kgCO2e/m2 living space/year)
CO₂
CH₄
NO₂
HFCs
PFCs
SF₆
NF₃
Other
9.54
7.80
2013
Total emissions
(kgCO2e/m2GIA/year)
2014
2013
2014
8.717
0.002
0.072
0.000
0.001
0.012
0.000
0.732
7.128
0.002
0.061
0.000
0.001
0.011
0.000
0.591
9.54
7.80
ww
Carbon emissions are tracked from the EPCs and established from tenant energy invoices (electricity, gas, etc.), which indiscriminately
include all of their consumption.
The table below shows that as at 31 December 2014, 50.3% of EPC climate labels range from A to D. The target set in 2010 that at least
50% of the portfolio should receive a D climate level by the end of 2015 has thus been exceeded.
2014 – PERFORMANCE AS A % OF THE NUMBER OF HOUSING UNITS
Climate label (kgCO2e/m2SHAB/year)
≤5
6-10
11-20
21-35
36-55
56-80
91-110
A
B
C
D
E
F
G
Climate Label
2012
2013
2014
A
0.8%
0.6%
0.6%
B
14.2%
12.6%
14.7%
C
21.9%
21.5%
17.4%
D
12.4%
12.6%
17.6%
E
25.3%
24.3%
26.8%
F
14.8%
13.8%
16.1%
G
10.6%
14.6%
6.9%
Diagnostic procedures in place
1,807
1,938
1,755
2.6.4.3. Monitoring water savings
precautions in mind, 2014’s collection saw a slight increase in
consumption like-for-like in 2014, with 1.31 m3/m2SHAB/year
(vs. 1.23 m3/m2SHAB/year in 2013).
Reporting of water consumption includes fully-owned assets
as at 31 December 2014, with a data collection rate that, like
last year, covers 100% of assets within this scope. It is based
on the invoices paid by the owner or his or her manager, for
each building from this perimeter, for water for which there was
single metering for the site. Since this consumption relates both
to common areas and tenant areas, they are distributed by tenant,
increasingly by using individual meters per apartment.
2.6.4.4. Optimised waste management
Like-for-like, 88% of Foncière Développement Logements
directly-managed assets had selective collection in 2014 (the
same as in 2013).
In France, even though the sorting of waste now occurs in almost
all cities, there unfortunately is not yet a system in place to
quantify its weight. Waste from construction sites is managed by
the suppliers, with a growing concern for recycling.
The change in the portfolio via acquisitions and disposals of
assets with or without large green spaces, more or less large
common areas (entrance hall, landings, etc.), and tenants, whose
number varies considerably from one site to another (due to the
size of housing units, occupancy density, etc.), water consumption
comparisons are difficult from one year to the next. With these
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2.6.4.5. Health risks at the heart of concerns
and there is strict follow-up, to ensure the comfort and satisfaction of tenants and longevity of facilities, as well as for safety
reasons (avoiding carbon monoxide emissions).
In France, many diagnostics have to be performed for a sale or
a rental.
In 2014, Foncière Développement Logements has never had a
conviction or judgement rendered against it for not complying
with environmental regulations and has never had to book provisions or provide guarantees for environmental contingencies.
Finally, no cases of soil pollution were identified in 2014 and no
land held by Foncière Développement Logements is under an
obligation to be remediated or cleared to allow its legal use.
Foncière Développement Logements pays especially close attention to health and environmental risks, from the acquisition of the
assets and while they are held, with precise monitoring for each
asset. More than 20 risks are managed, including asbestos; lead;
soil pollution; physical and geological risks (such as flooding), etc.
Gas boiler installations are covered by maintenance agreements
% of assets with an
assessment as at
31/12/2014
Number of assets
concerned as at
31/12/2013
Number of assets
concerned as at
31/12/2014
Technical Asbestos Assessment (DTA)
100%
26
14
Lead Assessment
100%
16
Relevant risks
Lead confinement (D3)
(1)
/
Number of housing units that still need to be assessed.
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5
(1)
9
5
(1)
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Sustainable development
An approach shared with all subsidiaries
2.7. AN APPROACH SHARED WITH ALL SUBSIDIARIES
2.7.1. Beni Stabili plays a major role in the sustainable commercial
real estate market in Italy
At the same time, international operators are also having an
impact on the Italian real estate market through their determination to achieve high environmental quality and comfort levels.
The sector is also benefiting from the environmental commitment
of a small number of developers, with Beni Stabili foremost
among them. In Milan, where Beni Stabili’s development teams
are headquartered, the market is active and gaining traction from
the World Expo due to be held in the city in 2015.
Beni Stabili is a leading REIT in Italy in the field of office real
estate, and 92.1% of its portfolio was long-term (Core) as at
31 December 2014.
91% of that Core portfolio is office assets, with a total area of
1,621,305 m2GLA (Gross Leasing Area) worth €3,334.4 million,
and the remaining 9% is comprised of 92,430 m2GLA of retail
premises with a value of €336.1 million.
A 48.3% subsidiary of Foncière des Régions, Beni Stabili has a
portfolio located mainly in city centres in Northern and Central
Italy, including Milan and Rome that it leases to key accounts such
as Telecom Italia, Intesa San Paolo, Maire Tecnimont, the Italian
Government, Boscolo Group, Auchan and Coin.
2.7.1.2. Beni Stabili and the challenges
of tomorrow’s cities
An active partner in imagining the city of the future, Beni Stabili
supports the European “EC Horizon 2020 Lighthouse cities”
sustainable cities project. Led by the city of Milan, the initiative
is shared with London and Lisbon and enjoys the support of a
number of committed operators in Italy, including Beni Stabili
and Politecnico di Milano.
Besides its activity as an investor, Beni Stabili also provides asset
and property management for its assets and develops environmentally ambitious office assets through its development team.
Beni Stabili is a public company listed on the Milan and Paris
stock exchanges. An engaged player, its sustainable development
strategy is based around three major concepts: transparency,
professional expertise and innovation. It publishes a Sustainable
Development Report in line with GRI G4 guidelines and EPRA
Best Practices Recommendations, for which it was rewarded with
an EPRA Gold Award in 2014. The report is available on line at
http://www.benistabili.it/Azienda.aspx?prd=1486&lng=1.
The project for Milan combines protection of the environment,
promotion of quality urban planning and development of biodiversity, for example, by transforming land occupied by disused
railways (Porta Romana Railway Yard) into a latest-generation
tram, a bicycle path and a pedestrian promenade. This re-appropriation of urban space has a strong societal dimension, with
the redevelopment of the ancient district of Ripamonti and the
economic revival that the site will offer, combining commercial
(offices and retail premises) and cultural (Foundation Prada)
activities and an upgraded habitat. The district will benefit from
multimodal transport that will link it with the rest of the city of
Milan, since the barrier posed by the disused tracks will have
been removed.
2.7.1.1. Major changes
in environmental regulation
Italy’s National Sustainable Development Strategy (Strategia
Nazionale dello Sviluppo Sostenibile) was introduced in 2002 and
supplemented in 2012 by the National Energy Efficiency Action
Plan, which was updated in 2014 to cover the 2014-2020 period.
The Symbiosis programme developed by Beni Stabili forms
the core of this project and is set to deliver 119,000 m2 of
Prime offices, on completion of the rehabilitation of the
Ripamonti brownfield area. The project, designed by architects
Citterio & Partners, will see the construction of ten new modular
buildings combining offices and commercial space. It aims to
achieve LEED Gold certification and an A energy rating from the
Italian energy rating agency (ACE – Attestato di Certificazione
Energetica). The technologies used for this ambitious Symbiosis
development are showcased in the building that currently houses
the Symbiosis marketing team: earthquake-proof walls, windows
made from recycled glass recovered from the Garibaldi Towers
site, sound-proofing materials made from vegetable fibre, CO2
absorbent concrete, as well as vegetable fibre flooring materials. The first building in this office programme, with an area of
12,072 m2GLA, will be LEED Gold certified. Several companies in
the world of fashion have expressed interest in Symbiosis, which
will be adjacent to the Prada Foundation and form a creative
cluster with it.
Environmental legislation in Italy derives from the transposition
of European directives. Environmental policy and laws are then
developed at regional or even city level, and cover the environment, energy, human capital, governance, and more. Italy has
set a national target of 25% for the reduction of primary energy
consumption by 2020 (i.e. 20 Mtoe(1)), a target that exceeds
European commitments to cut primary energy consumption
by 20% over the same period. In addition, the measures
adopted are aimed at reducing CO2 emissions by approximately
55 million tonnes per year, to reduce imports of fossil fuels (fuel
oil, gas, coal, etc.) and to promote renewable energy and low-GHG
emission solutions.
These measures impact both new projects and existing assets
through the implementation of energy performance assessments
(ACE: Attestato di Certificazione Energetica), new thermal regulations which are mandatory as of the 2012, tax incentives, etc.
(1)
Mtoe: Mega tonne oil equivalent.
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2.7.1.3. Successful projects
and ambitious objectives
Urban renewal: the major challenge
for tomorrow’s cities
Beni Stabili is firmly committed to improving the quality of new
developments and renovations and to measure their environmental performance (energy, carbon footprint, water, waste,
health and safety).
In return for a construction permit for the last Garibaldi
Tower in 2013, Beni Stabili developed a 20,000 m2 leisure
park on the abandoned “Monluè” site, a building that was
started to coincide with the 1990 FIFA World Cup but was
never completed. Working in cooperation with the WWF,
Beni Stabili planted 166 trees (poplar, cherry, oak, maple
and linden) once the demolition was completed, creating
a park for the people in the locality: residents, children,
patients in the Monzino cardiology facility, etc.
The company has set a target to develop at least 100,000 m2 of
green offices by 2020. Symbiosis (see Chapter 2.7.1.2) counts
among these, and it is currently being assessed according to the
LEED Italia certification process.
For its new developments, Beni Stabili’s goal is to obtain AA rating
according to the BRaVE rating system developed by Politecnico di
Milano in an initiative supported by the company. After renovation,
the Garibaldi Towers was awarded an AA rating.
In addition, Green Rating™ studies were conducted on some
assets to analyse their strengths and weaknesses, as well as
their potential with respect to a certain number of criteria.
Green assets – certifications/labels
Name
City
Symbiosis – Building A
Milan
Certifications
(BREEAM, ITACA, LEED, etc.) or labels
Level
Date obtained
Surface
(m2GLA)
LEED
Gold
In progress
8,320 m2
Green assets – Ratings
Type of rating
BRaVE/Green Rating
Rating obtained Date obtained
Surface
(m2GLA)
Name
City
Piazza San Fedele 2
Milan
BRaVe(1)
AA – 83.7
31 October
2014
5,619 m2
Piazza Cadorna 3
Milan
BRaVe(1)
AAA – 90.4
11 September
2014
11,705 m2
Via dell’Arte 68
Rome
BRaVe(1)
A – 72.3
31 October
2014
6,400 m2
16,349 m2
Garibaldi – Tower A
Milan
BRaVe(1)
AA – 81.1
27 December
2012
Garibaldi – Tower B
Milan
BRaVe
A – 74.8
26 July 2010
16,567 m2
Via Dante 7
Milan
Green Rating
Intrinsic: 6.1
Potential Intrinsic: 6.9
9 July 2012
6,199 m2
Green Rating(2)
Intrinsic: 6.4
Potential Intrinsic: 6.8
18 June 2012
5,619 m2
Piazza San Fedele 2
(1)
(2)
Milan
Evaluation by the Politecnico di Milano.
Before 2014 renovation.
Conscious of the fact that the performance of new or renovated buildings requires streamlined maintenance, Beni Stabili decided
in 2012 to set up a team dedicated to commissioning, a first in Italy.
2.7.1.4. Measuring to optimise performance
The portfolio’s energy performance is measured on the basis
of invoices, without climate adjustment, which allows precise
monitoring. Further details are presented in Chapter 2.11.3.7.
The monitoring like-for-like shows a decrease in consumption
of 9% between 2013 and 2014.
Beni Stabili has established environmental reporting that covers
the 19 assets under full management (EPRA scope). Beni Stabili
is carrying out improvement works on its assets, based on the
energy mapping that was prepared in 2009 for the most representative assets in terms of value through its work with Politecnico
di Milano.
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ENERGY CONSUMPTION LIKE-FOR-LIKE
(kWhfe/m2GLA/year)
108
2013
Electric vehicles,
a challenge for urban mobility
98
Air pollution caused by dense city-centre traffic is a serious
concern in Italy. However, air quality has improved in recent
years in Milan as a result of a series of socio-economic
measures introduced in 2008, including: urban congestion
charges, improved public transport, and large-scale public
awareness campaigns. Electric cars are exempt from the
congestion charge because the number of recharging
stations in the centre of the city remains very limited. To
support this initiative, 2013 saw Beni Stabili install charging stations for electric cars (provided free for its tenants)
in eight of its Milan properties, including its head office,
where an electric company car is also available. Moreover,
all the energy supply to these properties is green energy.
2014
Knowledge of the portfolio also involves the use of ratings in
conjunction with BRaVE (with three new ones introduced in 2014)
and with Green Ratings studies.
Lastly, Italian regulations require the performance of the Attestato
di Certificazione Energetica (ACE), which are the Italian counterpart of the French EPCs. They do not use the same calculation
methods as the EPCs, which makes comparison irrelevant. In
addition, they do not have climate (CO2) labels. They are mandatory for all real estate rentals or sales.
2.7.1.6. Sharing building history
Beni Stabili has developed apps for smartphones and tablets to
give stakeholders information on the Garibaldi Towers and the
Symbiosis project. The two apps also include a Chapter on the
environmental performance of these buildings.
2.7.1.5. Sustainable development
as innovation
Developments and renovations also provide the ideal opportunity
to combine the twin aims of innovation and sustainability. As a
result, for the development of Piazza Cardona, some of the roofs
will be green and deliver environmental benefits (increase of
biodiversity in the city centre, heat absorption and regulation of
carbon dioxide), energy savings (a reduction of 1°C in surface
temperature leads to a 5% reduction in electricity consumption
for air conditioning), and improvements in occupant productivity
and well-being (e.g., sound and heat insulation, space for socialising and relaxation).
2.7.1.7. Control of environmental risks
Beni Stabili has a separate department specialising in examining and auditing the environmental risks associated with the
purchase of properties and development projects: it examines
factors such as the presence of asbestos, soil pollution, elevator
compliance, etc. This risk control is a guarantee of safety for
Beni Stabili’s clients. Taking measures a step further, two health
and safety audits were conducted in 2014 aimed at ensuring that
procedures are correctly applied and that all relevant documents
are up-to-date.
Energy efficiency and innovation also feature prominently in
the Garibaldi Towers, specifically through bioclimatic architectural principles and an outdoor air pre-cooling system using
geothermal technologies.
2.7.1.8. A proactive social policy
Green electricity is also produced on-site by the 804 m2 of solar
panels.
The regulatory framework in Italy is based on national industry
agreements, which take the form of collective bargaining
agreements negotiated by representatives of staff affiliated with
representative unions, within each company. As Beni Stabili is
a subsidiary of Foncière des Régions, it is not included in the
Human Resources Chapter (see Chapter 2.9) which covers the
staff of the Foncière des Régions ESU. Information relating to
Beni Stabili employee relations is set out in Chapter 2.11.4.3.
PRODUCTION OF PHOTOVOLTAIC ELECTRICITY (kWh)
50,000
40,000
30,000
20,000
10,000
0
2011
2012
2013
2014
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2.7.2. Urbis Park, a global car park operator and player
in urban mobility solutions
2.7.2.1.2. A policy for the management of car
parks in line with environmental issues
A 60% subsidiary of Foncière des Régions, Urbis Park has
managed to find its place among the main operators in the sector
via a range of services based on innovation and CSR dynamics.
For the management of its car parks as regards both roads and
construction, Urbis Park incorporates environmental impact
mitigation strategies into its activities, via measures to save
energy (installation of LED lighting systems to reduce energy
consumption by about 30%), analysis of air quality (deployment of
controls and improvement of air quality in construction: NO/NO2
detectors, installation of carbon monoxide analysers to detect
and treat stale air), waste reduction and sorting (installation of
waste sorting bins in car parks and the recycling of batteries
used in ticket machines), use of biodegradable cleaning products
and a responsible purchasing policy, and waste management in
partnership with the public entity Eco Systèmes, an eco-organisation recognised by the public authorities for the collection,
pollution control and recycling of waste from electric and electronic equipment (WEEE).
Urbis Park develops its activities in partnership with local
authorities in the cities of the Greater Paris region as well as
the metropolitan areas of Marseille, Bordeaux, Nancy, Reims
and also Metz, where the company was founded and currently
manages five car parks in the city centre.
Even though it is no longer in fashion to adapt the city to the car,
cars remain an essential part of travel policy, which is currently
developed using a comprehensive, intermodal mobility approach.
Parking is thus at the heart of urban mobility policies, whether
to regulate traffic, determine road sharing practices, promote
modal shifts, or strengthen the economic or touristic attractiveness of a city centre.
As a leading car park operator in France (60,000 spaces
managed – €38 million in revenue), Urbis Park is firmly positioned as a player in urban mobility. As such, its CSR policy is
structured around four priority concepts:
2.7.2.1.3. Increasingly energy-efficient
parking facilities
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environmental responsibility
Fluid consumption and CO2 emissions from the works managed
by Urbis Park are detailed in annual reports. The reporting effort
is monitored by Urbis Park executives on the basis of invoicing
and is centralised at the Department of Sustainable Development
at Foncière des Régions and analysed by CSTB.
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innovation to improve urban mobility
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customer satisfaction and responsiveness
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a proactive human resources policy based on solidarity and
respect for the individual.
Average electricity consumption by location over the portfolio
decreased by 5% between 2013 and 2014, from 605 to 575 kWhfe/
space/year, which can be explained by the arbitration of locations in favour of new, more efficient sites. Like-for-like, energy
consumption remained stable, around 580 kWhfe/space/year.
Since electricity is the only form of energy consumed in these
car parks, carbon emissions, like-for-like, changed in the same
proportion, around 49 kgCO2e/space/year. Finally, car parks do
not receive EPCs.
2.7.2.1. Controlling the environmental
impacts associated with Parking
business
2.7.2.1.1. Low-nuisance work sites
There are no environmental certifications, HQE or otherwise, for
parking assets. Nevertheless, the construction and renovations
carried out by Urbis Park meet demanding specifications.
This translates into quality requirements and a voluntary
“Low-nuisance Work Site” protocol that promotes sorting and
reusing rubble. It seeks to preserve and secure the lifestyle of
the neighbourhood during the works.
Energy consumption
like-for-like
(kWhfe/space/year)
The signing of a “clean site” charter by businesses guarantees
environmental monitoring, which requires the cleaning of work
areas and site accommodations, limiting the production of
dust (through regular watering of the ground, etc.) and noise
nuisances, while promoting the use of products that pollute less.
At each major work site, a waste organisation and disposal
monitoring chart (SOSED) is implemented in order to evaluate
and classify waste by category, thus ensuring that it will be routed
for reuse and recycling.
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Carbon emissions
like-for-like
(kgCO2e/space/year)
48.91
48.66
2013
2014
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An approach shared with all subsidiaries
CO2 EMISSION INTENSITY RATIO
GHG emissions like-for-like (kgCO2e/space/year)
2013
2014
CO2
45.680
45.441
CH4
0.064
0.064
NO2
1.069
1.063
HFCs
0.000
0.000
PFCs
0.046
0.045
SF6
0.438
0.436
NF3
0.000
0.000
Other
Total emissions
1.617
48.91
1.608
48.66
2.7.2.2. Car parks, urban mobility challenges
2.7.2.3. Client interactions
and responsiveness
Urbis Park clients can be motorists and cyclists, or pedestrians
or users of public transit. Depending on their restrictions, they
go from one method of transport to another and need car parks
to be able to adapt to these new forms of mobility.
Every year, Urbis Park conducts several types of customer
satisfaction surveys. BVA, a specialised body, conducts these
onsite investigations. Through several regional offices, Urbis Park
clients are surveyed on cleanliness, safety, quality of commercial premises, services and so on. The results of these surveys
measure the level of overall satisfaction and serve as the basis
for improvement efforts.
In Metz, in the République car park (2,100 spaces in the heart of
town), Urbis Park will, in spring 2015, open a Mobility Space, a
place specially arranged so that customers can find information,
practical services and solutions all in one place to easily get them
to where they want to go.
Finally, for its client responsiveness and relations activity, Urbis
Park has set up a number (09 70 60 99 55) to receive calls from
its clients six days a week. On social networks, Urbis Park has
created a Twitter account (@urbisparking) to interact directly with
its clients.
In this specially redesigned space, a range of mobility services
will be on offer:
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carpooling: in partnership with Citiz Lorraine
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car sharing
Finally, a quality management plan was put in place for the
major public service delegation agreements, which resulted in
the establishment of regular controls for both operations and
car park safety.
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secure bike garages
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electric bike rental
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recharging points for electric vehicles: five car parks in all will
be equipped, with a total of about 50 spaces
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a reception area to view the mobility offer and information sites
to manage travel in Metz and the surrounding Sillon Lorrain
region.
2.7.2.4. Innovation to improve urban mobility
Urbis Park was the first company in France to introduce parking
payments by mobile, in Metz in early 2011. Since that date, via
the Urbis Mobile solution (urbismobile.com), Urbis Park manages
the cities of Metz, Nancy, Laval and Bordeaux, a total of nearly
20,000 road spaces. The Urbis Mobile system also allows parking
fees to be paid in car parks using “contactless” NFC technology.
In Metz, Urbis Park deployed seven ticket machines equipped
with this technology as well as 120 smart sensors to transmit,
in real time, the availability of parking spaces in an area of the
city. Urbis Mobile allows for payment of parking time actually
consumed (payment by the minute) and keeps motorists from
having to handle money on public roads.
The accessibility law for institutions receiving public
funding adopted on 26 June 2014 requires all owners
and managers of institutions receiving public funding
(including operators of car parks) to adapt their portfolios. The programmed accessibility agenda also says that
compliance work must be completed no later than October
2018. Urbis Park has anticipated these new regulations
and has begun compliance work. For 2014 and 2015, more
than €600,000 excluding VAT was invested under this new
regulatory context.
Foncière des Régions
This innovative system optimises income and the rate of adherence and allows payments and any claims to be traced. Finally,
Urbis Park place QR codes on walls and/or posts that can be
scanned by clients to send information to their smartphones
about their parking level and space number even if no network
is available.
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2.7.2.5. A committed company
At the end of 2013, Urbis Park signed the Business and Regional
Charter with the Plaine Commune District and the City of SaintOuen, which urges businesses established in this region to
integrate youths unable to find a job.
The company regularly calls on local job insertion and/or social
agencies for workers through the Local Job Insertion Plan (PLIE).
For certain administrative jobs, Urbis Park contacts Work Aid
Centres (CAT) first in order to promote certain categories of
persons finding work.
Information relating to Urbis Park’s employee relations is set out
in Chapter 2.11.4.4. As Urbis Park is a subsidiary of Foncière des
Régions, it is not concerned by the Social Chapter (2.9) relating
to the Foncière des Régions ESU.
2.8. PROMOTING REGIONAL EXPANSION
Foncière des Régions helps transform cities by developing high-performance real estate that is sensitive to the environment, users
and all stakeholders.
Foncière des Régions has had a strong regional foothold since its creation, which has been developed by expanding our asset
ownership activities nationally and developing often-times emblematic operations in major French cities.
In 2014, in line with this momentum, Foncière des Régions led a study on the attractiveness of major regional cities as well as several
works that have resulted in a better understanding of regional stakeholders, particularly with the completion of the first analysis of the
company’s economic impacts, which supports its biodiversity policy and the continued roll-out of its responsible procurement policy.
2.8.1. Accelerating regional transformation
The programmes developed by Foncière des Régions are designed with an eye towards rebuilding previously urbanised areas
by restructuring existing assets, repositioning obsolete sites
and working closely with public players and local authorities. By
contributing substantially towards urban regeneration through
innovative and high-performance projects, Foncière des Régions
is contributing to the emergence of a sustainable, collaborative
and intelligent city. Currently, the challenge is not to continue
urban sprawl or increase the number of m2, but to develop or
restructure the existing surface area as well as possible. This is
what the group is doing in France in its strategic markets.
Study on major regional cities
Every year, Foncière des Régions conducts a study on
major trends in the commercial real estate market. For
its 2014 edition, office real estate and the allure of French
metropolises were put into perspective.
When the law on regional public action and metropolitan
assertion was announced in January 2014, proposing the
creation of future metropolitan region maps, Foncière
des Régions wanted to bring a new perspective to the
logic behind corporate location to a national level. While
companies are managing their real estate more and
more carefully and expanding the geographic scope of
their location strategy and at a time when building users
develop new relations with space and distances, what is
the perception of management and employees on new
metropolitan dynamics?
2.8.1.1. A strong regional foothold
in major regional cities
With more than two thirds of the our French office portfolio
located in Paris, Foncière des Régions pays close attention to
developments in this market. Through the Greater Paris initiative,
the priority is not to create new districts, but to create a coherent
and integrated urban area. For a long-term investor like Foncière
des Régions, the Greater Paris initiative is vital and necessary to
boost the allure of the Capital Region internationally, by better
connecting the different Paris regions and thus ensuring greater
regional coherence.
Carried out with 1,012 employees and 500 managers
of companies with more than 250 employees, the study
revealed three major lessons:
1.Employees, and company managers even more so,
expressed a strong attachment to the region in which they
work or are located
Foncière des Régions is historically present in major regional
cities, and its metropolitan approach is largely the same as in
Île-de-France. It involves offering the best office assets in the
best locations that best meet expectations.
2.Quality of life, public transportation and economic strength
were common determining factors of a region’s appeal
3.Reasons for moving or relocating are economic in nature
first and foremost, for management as well as employees.
Detailed results of the study on office real estate and
French metropolitan appeal are available on Foncière des
Régions’ website.
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2.8.1.2. Promoting the development
of sustainable transport
the impact of a real estate in terms of carbon, due to the proximity
of public transport. Conscious of the increasing impact of these
topics, Foncière des Régions encourages the urban integration
of its sites, and has been studying the distance from each of its
sites in the French office and hotels portfolio to public transport
options since 2011.
Asset location plays a central role in their use and remains a
major concern for tenants. In terms of environmental responsibility, taking accessibility criteria into consideration helps decrease
PROXIMITY TO PUBLIC TRANSPORT – OFFICES
PROXIMITY TO PUBLIC TRANSPORT –
HOTELS AND SERVICE SECTOR (in surface area)
(in surface area)
30%
13%
Accessible between
0.5 to 1km
Accessible between
0.5 and 1km
58%
76%
Within
500 meters
Within
500 meters
11%
13%
Over 1km
away
Over 1km
away
At the end of 2014, 87% of office assets (vs. 81% in 2013) were
located less than 10 minutes by foot (1 km) from public transportation; for the hotel portfolio, the percentage was 89% on the
same date (vs. 90% in 2013).
between colleagues and workplace well-being. Detailed results
of this study are available on Foncière des Régions’ website.
The second study related to challenges pertaining to company
location, the details of which are located in Chapter 2.8.1.1.
Within our first greenhouse gas assessment (Chapter 2.9.6.1)
conducted in 2011 and renewed in 2013 and 2014 on locations we
occupy and on our employees’ commutes, Foncière des Régions
was able to identify its activities with the highest CO2 emissions.
The findings of this assessment led to initiatives such as reduced
use of taxis in favour of Autolib’, the first self-service, shortterm vehicle rental system with 100% electric cars, serving
46 districts in Paris.
2.8.1.3.2. Leading a collaborative policy
on skill-based sponsorships
Sponsor of the Real Estate and Sustainable development Chair of
ESSEC since 2011, Foncière des Régions actively participates in
the Chair’s work, and in particular, in its annual conference organised for the MIPIM. Foncière des Régions has also participated
in the panel of experts during the Chair’s conference with the
theme: “Vegetated buildings: utopia or reality? A sustainable and
profitable asset?” and provided input to the Chair on drafting the
working paper on this subject. By participating in this discussion,
Foncière des Régions is positioning itself on this subject of global
urbanisation and is providing its property expertise from an
investor’s point of view. By engaging in this partnership, Foncière
des Régions is also involved in teaching students by providing
financial support, special contacts and a reception for the 20 or
so students of the Chair. In 2014, three managers and Directors
of Foncière des Régions helped six students with their essays,
and three interns were welcomed during the year.
2.8.1.3. Acting together to promote
a sustainable city
Since 2010, Foncière des Régions has invested in many industry
initiatives on commercial real estate, from conducting industryrelated studies to being pro-actively involved as a sponsor of
various organisations. In 2014, its initiatives were intensified on
several levels.
2.8.1.3.1. Anticipating industry-related challenges
As a founding sponsor of the Fondation Palladio, a benchmark think
tank for property issues, Foncière des Régions is supporting and
getting involved with rolling out initiatives pertaining to one of the
biggest challenges of the 21st century – construction of a city and
its living areas. Created under the aegis of the Fondation de France
in 2008, the Fondation Palladio brings together investors, thinkers
and other players in the city of tomorrow. It undertakes educational
initiatives for the future decision-makers of the real estate industry
by organising seminars and conferences. By supporting applied
research, notably through Palladio Scholarships, the Foundation
supports those who will be building the city of tomorrow and,
With the desire to always better anticipate major property and
socio-economic trends in commercial real estate, Foncière
des Régions published two qualitative studies in 2014. The first
one focused on office neighbours, putting into perspective the
relevance of workplace well-being for its end-users – employees.
Against the backdrop of an economic crisis, life in the workplace
often conjures up the difficulties that it represents (insecurity,
performance obligations, burn out, etc.). The study conducted
by OpinionWay on behalf of Foncière des Régions highlighted
the main positive aspects of life in the workplace: relationships
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via the Institut Palladio, brings together all real estate players in
order to face major challenges pertaining to sustainable cities and
identifies areas of research and development in order to encourage
far-reaching actions with the goal of working more cohesively. In
addition to substantial financial support, more than 15 Foncière
des Régions employees were actively involved in Fondation’s
initiatives and governance in 2014.
participated in the Association des Directeurs Immobiliers (ADI)
working group on rehabilitating brownfield areas, among other
things. As both an investor and player in the new regions of
tomorrow, Foncière des Régions provides unique expertise to
the working group on topics such as rebuilding the city on the city,
thanks to its large-scale renovation operations in Marseille, for
example, and presenting its economic and financial point of view
on these urban development projects. The other organisations to
which Foncière des Régions is providing assistance are shown
in Chapter 2.10.6.5.
2.8.1.3.3. Bridging Education and Enterprise
Since 2008, Foncière des Régions has been involved in an
innovative and concrete skills-based sponsorship programme
to promote equal opportunities. The “Passerelle” programme
enables young high school students located in priority educational zones (ZEP) in Bobigny (French Department 93) and
Forbach (Department 57) to meet professionals (IT, accounting,
human resources, general management, real estate, etc.). During
a time in their life when they must start making committed
choices about their course of study, more than 2,000 high school
students, technical school students or students of preparatory
classes for both schools took part in various activities (career
counselling interviews, CV workshops, internships, participation
in round-table discussions and visits to buildings, etc.) through
the volunteer actions of some 50 group employees. In 2014,
Foncière des Régions supported the university training of a
student who received a summer job through the Passerelle
programme in 2013, this time under the professional internship
status, with a view to obtaining her undergraduate degree.
2.8.1.4. Measuring the local economic
impact of our business activities
In order to characterise its regional foothold, notably in France, in
2014, Foncière des Régions broke new ground by being one of the
first players in its sector to quantify its socio-economic impact.
This initial study was conducted using the LOCAL FOOTPRINT®
methodology in order to estimate the economic benefits of its
Offices business in France (in operation or under development).
This model is based on the national trade statistics tables
between business sectors (from the World Input Output Database,
a project funded by the European Commission) and well-known
scientific work (Wassily Leontief’s algorithm, winner of the Nobel
Prize in Economics in 1973 and the University of Bristol’s research
on regional economics).
Based on data from Foncière des Régions’ Offices business (from
1 November 2013 to 31 October 2014), the economic benefits
(jobs created) were calculated with top-tier suppliers, then
simulated consecutively for the entire chain of suppliers, according to the business sectors and French regional departments
impacted. Regional economic impacts from duties and taxes paid
to public authorities were also evaluated.
Furthermore, paid internships are opened up to high school
students every year at Foncière des Régions, offering them an
introduction to the workplace.
2.8.1.3.4. An industry-specific partnership
approach
The analysis of the footprint was based on a scope that included
395 Office assets in 76 French regional departments representing
more than 1.5 million m2 in surface area.
Foncière des Régions contributes to French government building policy through strong commitments within various French
and European working groups and professional associations,
which enables it to develop its expertise and discussions on its
sustainable development policy. In 2014, Foncière des Régions
Foncière des Régions
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The total impact is represented in the chart below:
CATALYTIC IMPACTS
Total jobs
by department
Around 150,000 jobs
supported thanks to
Foncière des Régions –
Offices activity
TOTAL
IDF
48% of total jobs
6,075 FTE
SUPPORTED
DIRECT IMPACTS
€283 million in expenses
+ €32.5 million in taxes
INDIRECT IMPACTS
INDUCED IMPACTS
Household consumption
Tier 1 supplier
1,968 FTE
846 FTE
Operating expenses
for public administration
1,746 FTE
Tier 2, 3, 4, 5, etc. supplier
1,515 FTE
Bouches-du-Rhône
8% of total jobs
LOCAL IMPACTS
K€4-20
K€20-50
MAIN SECTOR IMPACTED
K€50-100
Business services 17% of total jobs
K€100-200
K€200-1,090
Construction and works 28% of total jobs
FTE: Full-time Equivalent
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impacts resulting from government spending: economic
activity generated in the chain of suppliers resulted in the
payment of duties and taxes, which added €32.5 million paid
by Foncière des Régions. Government operating expenditure caused by Foncière des Régions’ Offices business
supported a total of 1,746 FTE over the entire country. The
main industries impacted were healthcare and social action,
with 518 FTE, public administrations, with 511 FTE, then
education, with 371 FTE.
These impacts can be broken down as follows:
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direct impacts, which include expenses with Foncière des
Régions’ suppliers, for €283 million (excluding tax) and
€32.5 million in duties and taxes paid. This enabled the
creation or perpetuation of a total of 6,075 FTE jobs (full-time
equivalent for one year) for all of the regional departments
in France. The added value (GDP) generated in France thus
rose approximately €392 million. 48% of these total jobs were
located in the departments of Île-de-France, followed by the
Bouches-du-Rhône department, which accounted for 8% of
total jobs. The industries most impacted were construction
and works, which represented 28% of total jobs, and business
services for 17%
This study on socio-economic footprint was supplemented by
an analysis of “catalyst” impacts related to the occupation of
Foncière des Régions’ offices. This involves measuring the total
economic contribution of those occupying offices, produced by
their indirect and induced impacts (estimated from spending
and taxes paid on the regions). This contribution is therefore not
directly attributed to Foncière des Régions, nor is it added to
or compared with the socio-economic benefits from the Offices
business.
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indirect impacts, which refer to jobs supported by Foncière
des Régions’ clients as well as the suppliers of these suppliers
throughout the entire chain, amounted to 3,483 FTE (1,968 FTE
at Foncière des Régions’ suppliers and 1,515 FTE along the rest
of the chain). The main industries impacted were construction
and business services
These initial works highlighted the following information:
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inferred impacts, which include two levels:
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1.5 million m2 of office surface area accommodates approximately 60,000 people
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impacts caused by household consumption: the salaries
paid by the entire chain of suppliers increases purchasing
power in homes, which, in turn, supported 846 FTE through
their consumption. The main industries impacted were
business services, with 113 FTE, retail, with 98 FTE, then
hotel and restaurant businesses with 75 FTE
Foncière des Régions
ww
spending brought about from the activities of the companies
using the office spaces supported around 35,000 FTE in the
chain of suppliers. This activity also support jobs created by
household consumption for approximately 20,000 FTE. Lastly,
jobs induced by government spending via taxes and duties paid
by any activity described above represented around 34,000 FTE.
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2.8.2. Turning each site into a biodiversity driver
Biodiversity is also one of the topics discussed during civic actions
conducted by Foncière des Régions, such as the Passerelle
project (see “First look at the business world” Chapter 2.8.1.3):
secondary school students carry out a study, with the support
of Foncière des Régions and one of its biodiversity consultants
(Astrance), which will feed national biodiversity databases used by
researchers at the National Museum of Natural History (MNHN).
Today, biodiversity constitutes an important and coherent component of Foncière des Régions’ sustainable development policy.
Protecting biodiversity as a social commitment also helps increase
the intangible value of assets by enhancing the well-being of their
occupants (thermal comfort, scenery, recreation, etc.).
Since 2013, Foncière des Régions has particularly collaborated
in work led jointly by the associations HQE and Orée, of which it
is a member; this work resulted in the production of a general
public educational handbook with players in construction and real
estate (http://www.oree.org/_script/ntsp-document-file_download.
php?document_file_id=3528), and in 2015, it highlighted the biodiversity indicators for the next HQE certification reference guide.
2.8.2.2. Two internal Charters
to promote biodiversity
In order to ensure that challenges related to biodiversity are taken
into consideration, and to obtain labels in this area, two internal
Charters were written in 2014 in relation to operational teams,
enabling Foncière des Régions to manage a tool that assists with
every stage in its property chain:
At the same time, an analysis of the impacts of business activities
on biodiversity was led in 2014 using criteria defined by version 4
of the GRI, and two “Blue Butterfly” Charters (see 2.8.2.2) were
drafted internally with the help of a specialised research firm
to outline the process in conjunction with the various teams
concerned.
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one charter concerning the creation of green spaces, intended
for green space development or total renovation operations.
Compliance with its provisions will make it easier to obtain
the BiodiverCity label
2.8.2.1. A comprehensive policy
on biodiversity
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a second charter concerning the management of green spaces,
targeting operations in use. Compliance with its provisions will
enable the company to receive the Eve or EcoJardins label.
Foncière des Régions’ biodiversity policy focuses on five main
areas and takes into consideration the different stages in the
useful life of an asset:
These two charters describe the way in which Foncière des
Régions intends to manage challenges pertaining to biodiversity
and landscaping, by integrating these challenges both during the
creation of green spaces and in their management. These two
documents ensure strong cohesion between the development
and management phases, and in addition to paying particular
attention to butterflies, which are indicators of biodiversity, they
implement a well thought-out maintenance and attentive management plan of grounds and green waste, prioritising customised
selections of plant species, environmentally-friendly watering and
no use of plant protection products.
ww
development and renovation eco-design very early on taking
into account biodiversity and interactions with the urban fabric
as a whole, stakeholders and green corridors
ww
planting native plant species and preserving butterflies and
birds
ww
enhancing the functions of green spaces for building users
ww
adapting the upkeep of green spaces to meet eco-responsible
criteria, such as modifying maintenance schedules, limiting
the use of chemicals, etc.
Foncière des Régions’ biodiversity policy, promoted by the
Sustainable Development Department, involves all departments
concerned (developments, property and asset management) as
well as all players: architects, developers, builders, ecologists,
landscape architects and green space companies. For biodiversity,
as for all other subjects, environmental and social performance
hinges upon suppliers’ compliance with the company’s objectives.
ww
participating in research, in particular to create a mapping of
biodiversity on the commercial portfolio in the Greater Paris
region.
2.8.3. Capitalising on trust-based relationships with our suppliers
2.8.3.1. Challenges
A member of the United Nations Global Compact since 2011
(see Chapter 2.9.4), Foncière des Régions has designed tools for
its responsible purchasing policy as ways to comply with and
encourage its commitments, in its chain of suppliers and internally, in complying with principles related to human rights, labour
standards and the environment, and combating corruption.
Considering that purchases must make up part of its environmental and operational performance, Foncière des Régions has
implemented a responsible procurement policy since 2011, which
covers both business-related activities (building development
and management) and support (IT, service providers, consulting,
etc.) with the decision to exclude a certain number of purchasing
items: insurance, banks, co-ownership entities, tenants, taxes,
duties and fees.
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2.8.3.2. Policy
2.8.3.3.1. 245 committed suppliers
The responsible procurement policy was rolled out in France
and within the Offices business (building development and
management), Logistics and Car parks, as well as for the group’s
corporate scope. It was suspended for the housing business
whose management has been outsourced, and for the hotels and
service sector, where management is the tenant’s responsibility.
It is intended to guarantee:
At the end of 2014, 245 suppliers (vs. 207 at the end of 2013 and
107 at the end of 2012) had responded to the survey and signed
Foncière des Régions’ responsible procurement charter. This
process is useful to Foncière des Régions in better understanding the CSR profiles of its suppliers and characterising their
positioning with regard to the group’s core values.
Responses to the survey led to a grade weighted according to the
supplier’s revenues and number of employees, with an average
grade of 11.2/20 (vs.11.3/20 last year).
ww
respect for the safety of people and property
ww
compliance with legislation regarding labour law and Human
Rights
BREAKDOWN OF GRADES AS AT 31 DECEMBER 2014
ww
use of secure technologies that respect the environment,
promote the fight against climate change, help conserve
energy and water and encourage the recycling of waste
100
ww
technical and economic competitiveness
ww
the quality of the contractual relationship with suppliers
86
75
ww
promoting local economic and social life by understanding
regions better.
49
50
2.8.3.3. Progress and action plan
The responsible procurement policy led by Foncière des Régions
relies on three additional tools:
25
ww
a survey form: handled with the utmost confidentiality, the
responses to this survey enable the company to map out
suppliers’ CSR performance
0
43
29
25
11
1
1
Between Between Between Between Between Between Between Between
17.6
0
2.6
5.1
7.6
10.1
12.6
15.1
and 2.5 and 5 and 7.5 and 10 and 12.5 and 15 and 17.5 and 20
ww
in the new contracts, five contractual clauses embody
suppliers’ CSR commitments
ww
Foncière des Régions’ responsible procurement charter: a
commitment based on ten principles which cover all aspects
pertaining to sustainable development, taken from the Global
Compact and the International Labour Organisation (ILO).
The chart above shows that, as a trend, the commitment of companies in the area of CSR is correlated to their revenue (all customers
together).
CSR COMMITMENTS OF COMPANIES AND REVENUE
100%
80%
60%
40%
20%
0%
Listed
CSR
companies policy
Less than
€0.5 million
CSR Responsible Diversity Global
Social Disability Stress
Carbon
indicators procurement Charter Compact measures
in the footprint
programme
workplace
Between €0.5
and 5 milion
Between €5
and 20 million
Foncière des Régions
Between €20
and 100 million
200
ISO
26001
SA
8001
Between €100
and 500 million
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9001
ISO
18001
More than
€500 million
Sustainable development
Promoting regional expansion
In order to systematise the process, an IT module was developed in conjunction with the management tool: when an order
amounting to more than €200,000 (excluding tax) is involved,
the purchaser must then state the contact information of that
supplier’s Sustainable Development Manager if they have not
yet been assessed. Once contact information has been entered,
a message is automatically sent to the supplier with the survey
form, the five contractual clauses that embody CSR commitments
of suppliers, and Foncière des Régions’ responsible-purchasing
Charter.
The process started by Foncière des Régions with its suppliers
also translates into R&D or societal actions, with partnerships
which involve both research (e.g., CSTB, Vinci, etc.), the development of tools (e.g., BIM with Petit-Lainé-Delau, etc.) and even
studies (value in use with Bouygues, etc.). Certain suppliers have
participated in initiatives from the Passerelle programme (see
Chapter 2.8.1.3) and Green Meetings at Foncière des Régions
(Chapter 2.9.6.3).
Every year, ten audits are conducted by a third-party specialist
with suppliers who responded to the survey. To date, no suppliers
have been removed from the list as no serious anomaly has been
recorded. Feedback to suppliers focuses on progress rather than
exclusion.
STATISTICS
Number of suppliers
Queried
Evaluated
Response rate
Checked
Received
recommendations
”De-listed”
Total at 31/12/2014
377
245
65%
30
23
0
Total at 31/12/2013
327
207
63%
20
14
0
Total as at 31/12/2012
159
107
67%
10
4
0
+15%
+18%
Change as a %
2014/2013
GRI 4
+50%
G4-LA15
G4-SO10
G4-EN33
G4-EN32
G4-LA14
G4-SO9
2.8.3.3.2. In 2014, focus on subcontracting
ww
zero-tolerance policies for wearing PPE (Personal Protective
Equipment)
Foncière des Régions pays very close attention to its own
suppliers’ use of subcontracting (construction, facility management, maintenance) and reserves the right, by contract, to
approve the potential subcontractors based on a detailed file
of their skills and practices. The policies developed and applied
internally by the suppliers must also be distributed to their
subcontractors (called “tier 2”) to ensure the long-term viability
and consistency of the process.
ww
the implementation of “Responsible work site” charters
ww
conducting work site audits, etc.
Certain suppliers have implemented their own responsible procurement process. Platforms dedicated to monitoring subcontractors are often implemented in order to obtain reliable reporting
data. Some organisations (for the large work sites) include the
performance of their subcontractors in their own reporting,
particularly regarding employee safety (accident frequency and
severity rates, for example). Suppliers generally handle waste
safety and sorting well with their subcontractors. Some groups
go even further, by supporting their subcontractors: updating for
small businesses, use of social inclusion clauses, etc.
The 10 suppliers who underwent an audit in 2014 had their use of
subcontractors analysed. Overall, the organisations interviewed
take into account the roll-out of certain initiatives with their
subcontractors very well, notably in terms of work safety and
reducing environmental impacts (often with increased vigilance
on waste or hazardous products). Certain virtuous practices were
thus noted:
ww
the implementation of 15-minute safety meetings or 15-minute
environmental meetings for both the suppliers’ employees as
well as their subcontractors
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2.9. HUMAN CAPITAL
The human resources policy of Foncière des Régions is based on four pillars, defined in 2012, which form part of the strategic 2015-2020
targets set out in Chapter 2.2.5.3, namely:
ww
raising levels of professionalism and seeking excellence at every level
ww
fair-remuneration policy, directly related to performance and achievement
ww
transparent and exemplary management at local team level
ww
a transparent and constructive social climate.
2.9.1. A human resources policy that supports the group strategy
Foncière des Régions’ human resources management helps to constantly adapt the company to the economic context and its corporate
strategy by maintaining strong and ongoing actions in terms of skills development, responsible assistance with strategic changes and
the adaptation of its organisation.
2.9.1.1. A slight decrease in the workforce
The regional breakdown of the teams remains stable, with
nearly a quarter of the workforce based in Metz. The breakdown
by gender is also stable. The breakdown by socio-professional
category has changed slightly, with a slight increase in the
shares of Managers and Employees (73% and 9% respectively,
compared with 71% and 8% in 2013) in relation to the Supervisors
and Building Caretakers categories, which is due to promotions,
more Apprentices (Employee category), and fewer caretakers with
the modifications to the French Residential portfolio.
In 2014, the workforce of the Economic and Social Unit (ESU)
of Foncière des Régions was down compared with 2013. This
decrease is due to the accelerated disposal of the logistics
portfolio, in particular the sale of the Garonor platform, acquired
in 2007. It was also accompanied by the voluntary transfer of
employees to the buyer’s workforce (see Chapter 2.9.1.2), thereby
ensuring continued employment. In the same way, the disposal
of residential assets led to the transfer of their caretakers, who
left the group’s workforce in 2014. Accordingly, the decrease in
the size of the workforce has entailed no loss of employment,
since the employees affected by these transfers have kept their
positions. Restated for these transfers associated with disposals,
turnover amounted to 8.5%.
BREAKDOWN OF WORKFORCE IN 2014
42%
43%
Women
managers
Men
57%
58%
Men
managers
Women
BREAKDOWN OF WORKFORCE BY TYPE OF CONTRACT
290
277
10
10
17
5
276
255
2013
Permanent
contracts
Fixed-term contracts are down (1.8% versus 3.4% in 2013) and 60%
of them concern absent employees (maternity leave or parental
leave). Likewise, the percentage of permanent contracts is slightly
down, due to an increasing number of apprentices in 2014, which
amounted to 17 work-study contracts in the year (6.1% of the
workforce), including three renewals of apprentices working with
the company since 2013. These students are systematically given
a tutor – a recognised professional in his/her field – and are monitored throughout the year by the Human Resources department,
which monitors the successful conduct of the apprenticeship in
terms of the assignments entrusted to the apprentice, his/her
integration in the company and his/her workload.
2014
Fixed-term
contracts
Learning
contracts
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2.9.1.3. An active recruitment policy
The company’s support for young people in employment is
also reflected in the seasonal recruitment of students, 50% of
whom are recruited as part of the Passerelle partnership (see
Chapter 2.8.1.3) on the sites in Paris and Metz. Young people from
two schools, namely Louise Michel (Bobigny) and Blaise Pascal
(Forbach), are thereby offered their first professional experience.
In 2014, Foncière des Régions supported the university training
of a student met through a summer job with Passerelle in 2013,
this time under the professional internship status, with a view to
obtaining her undergraduate degree.
The number of permanent contract hires was kept at a high
level, and in more than half of the cases reflected the creation
of a position corresponding to the development of the activity in
question, thereby attesting to the group’s dynamic momentum,
and in particular to that of the Development, Tenant Relations
and Property Engineering divisions, in addition to the Hotels and
Service Sector Teams, which were strengthened in 2014.
Foncière des Régions continued its graduate training scheme to
recruit young people: 35% of hires under permanent contracts in
2014 were young graduates, and more than half of such contracts
benefited young people under 30 years of age. Among the young
graduates hired in 2014, two former Foncière des Régions
apprentices joined the teams under permanent contracts.
2.9.1.2. Disposal of Garonor:
responsible support
As part of the strategy to focus on offices, German residential
property and hotels, the disposal of logistic assets has accelerated, in particular with the disposal of the Garonor platform in
June 2014. As ten employees working at the site were directly
affected by the disposal, the project was prepared beforehand
with the staff representative bodies, in particular the Works
Council. Accordingly, the project was subject to a memorandum
from the Works Council in October 2013, followed by a consultation in April 2014, which was ultimately approved in terms of the
economic and social aspects.
The commitments of the Generation
Contract in terms of recruitment
The company has set itself the goal of recruiting, before
the end of the agreement, at least 10 young people under
30 years of age under permanent contracts. The company
has also undertaken to foster the recruitment of young
hires under open-ended contracts within the company
under work-study contracts. Lastly, the company has
undertaken to recruit one employee of at least 55 years of
age, and to ensure the continued employment of employees
aged 55 and over, accounting for 5% of its workforce.
The procedures for employee transfers were subject to a memorandum and sustained support was provided to the employees
affected throughout the project. In particular, Foncière des
Régions offered specific support measures to foster the voluntary transfer to the buyer of each employee concerned, thereby
ensuring continued employment.
The recruitment commitments made in the Generation Contract
agreement (which entered into force on 7 August 2013), valid for
a period of three years, have been achieved in 2014, in particular
through the recruitment of an employee over 55 years of age
under an permanent contract.
After the period of reflection, 80% of the employees concerned
decided to join the buyer.
Adapting the organisation
An induction programme has been implemented within the
group and adapted to each profile to facilitate the reception
and integration of new employees. This programme combines
cross-disciplinary participation in team meetings, the meeting
of managers and corporate officers, and even participation
in General Shareholders’ Meetings. Accordingly, each year it
enables new hires to discover the group’s diversity and business
lines and to meet its various players. Each new hire benefits
in particular from an hour-long interview with the Sustainable
Development Director as a first step to raising awareness of
CSR issues and policy. The programme ends with an informal
exchange in the form of a discovery report with a member of the
Executive Committee.
Following the “Chorus” project carried out in 2013,
Foncière des Régions continued the alignment of its
organisation with strategic guidelines in 2014 (creation of
a Sales division in particular), in addition to its communication on the changes, through cross-disciplinary workshops
and conferences bringing together all group employees in
July 2014. The staff representatives were actively involved
and followed the changes introduced through a specific
Commission that met twice in 2014.
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2.9.2. Ensuring the development of skills and rewarding the performance
of each employee
The challenge of developing individual and collective skills within
Foncière des Régions is one of its main concerns to offer the
best service to its clients and partners, in addition to ensuring
the appropriate and motivating development of each employee’s
career.
to the field and to operating conditions. 15% of employees helped
to coordinate internal training sessions in 2014 (5% outside of the
Training Week), and some employees continued their “trainer
training” course in 2014.
Nearly 40% of the training budget is devoted to the development
of management and behavioural skills (personal effectiveness,
communication, public speaking, etc.). For example, a significant
programme on training in negotiation was implemented this year
for the asset management and sales & marketing business lines,
and will be extended to other business lines in 2015.
2.9.2.1. Ambitious training policy
Foncière des Régions takes special care to develop each individual’s skills: in all, 95% of employees have attended training
programmes during the year, whether internal/external or
collective/individual. On average, each trained employee has
benefited from nearly three days of training during the year
(20 hours), i.e. a sharp increase compared with 2013 (due in part
to the semi-annual frequency of the Training Week).
As in 2013, the appropriation of IT tools forms an important part
of the training programme, with 16% of shares and 10% of the
total budget.
3.48% OF PAYROLL WAS ALLOCATED
TO TRAINING
2014 Training Week
With a view toward ongoing improvement and the selection of the
best training bodies and programmes, each training session is
assessed via an online questionnaire sent to the relevant trainee.
In terms of collective programmes, specific assessments are
performed in two stages: immediately afterwards, followed by a
few months later, in order to measure their impact on employee
skills development. The People Reviews of each business line
help to assess 1) the programmes rolled out for a business line
over the last two years, 2) the skills of the employees comprising
the business lines, 3) their initial training, and 4) their strengths
and paths for development, thereby determining the strategic
avenues for skills development over the next few years.
During one week, after the summer holidays, Foncière des
Régions makes an effort to share its internal expertise,
deepen mutual knowledge of business lines and promote
its talent. 15 training modules, prepared and presented by
internal coordinators, are alternated throughout one week,
representing 56 hours of training open to all. Nearly three
out of four employees attended this second edition in 2014,
thereby ensuring the post-holiday return to work was at
once studious, social and fun.
Business training sessions accounted for 70% of the initiatives,
thereby reflecting a continued effort to develop our real estate
expertise for our clients. In this respect, Foncière des Régions
is focusing in particular on internal training, in line with its
conviction that the best skills are acquired as closely as possible
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2.9.2.2. Integrated and dynamic career
management
used to draw up a full report on skills acquired and those that
must be developed in the position or in view of a professional
project. The annual appraisal and development meeting provides
information to Human Resources regarding training, career
management, remuneration and action plans concerning work
organisation. During these meetings, employees are also encouraged to provide feedback to their managers on their managerial
practices and to determine avenues of progress with them with
a view to improving the functioning of the employee-manager
team. In January 2014, a seminar held by the extended Executive
Committee was dedicated to the subject of evaluation, thereby
offering improvements to the evaluation process and form.
Employees’ annual appraisal meetings with their managers
and the various interviews conducted by the Human Resources
department are at the heart of Foncière des Régions’ career
development programme and go beyond the requirements of
the French Labour Code.
In 2014, 98% of the employees present were able to perform an
Annual Evaluation and Development Interview (AEDI) with their
managers. These appraisal meetings, in addition to assessing
achievements and setting targets for the year to come, are also
INTEGRATION
AEDI
Integration process
for new hires position
Annual Evaluation
and Development Interview
wwIntegration programme
wwSix month progress report
with HR
wwPerformance evaluation
wwSkills assessment
wwTraining requirements
wwCareer plan and development goals
TRAINING PLAN
MOBILITY
Framework for year n+1
Changing business line,
promotion, assumption
of managerial
wwAdapting to the job
wwChange in business lines
wwStrategic areas determined
for the year
wwSupport in assuming functions
wwTraining or coaching as required
PEOPLE REVIEWS
HR INTERVIEW
Periodic meeting for each business line
Interview offered by HR depending
on individual situations
wwEvaluation of available skills
wwAnticipating changes in the business
wwIdentifying collective training requirements
wwCareer path appraisal
From 2015, regulatory developments will supplement this
programme through new interviews: interviews to monitor
workload, and professional interviews (periodic review of
employees’ careers and their aspirations for development), which
are separate from the performance evaluation. In addition, the
interviews planned within the framework of the various collective
agreements will be maintained: interviews conducted after a long
absence (maternity leave, individual training leave, etc.), interviews dedicated to employees aged 55 and over, career interviews
upon request, mobility monitoring interviews, etc. Accordingly, the
HR team met with 12% of the workforce in 2014, formally and with
a personalised approach.
Foncière des Régions
wwSenior employees
wwPrior to and after return from long absences
wwSupport and monitoring of mobility
2014 People Review Management
Each of the group’s business lines is periodically subject
to a detailed skills review: the files of all employees of
a single mobility area are assessed collectively by the
managers and corporate officers of the business line in
question, in order to determine their strengths, avenues
of progress, and the individual and collective actions
plans to be implemented (mobility, training, recruitment,
specific guidance, etc.). In 2014, this exercise was carried
out with the Executive Committee for the entire management population (excluding support staff), based on new
“management standards”. This People Review resulted in
an ambitious management development plan which will
be rolled out in 2015.
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2.9.2.3. Compensating performance
Employee investments, profit-sharing schemes and savings
agreements have been rolled out within the group as part of the
agreements negotiated and signed in 2013. An average incentive
of 9.65% of annual salary averages was paid to employees in 2014
based on their performance in 2013. 88% of beneficiaries opted
to invest all or part of their awards in the group Savings Plan.
64% of beneficiaries chose to invest in Foncière des Régions
shares, as such an investment leads to an additional amount of
group share, thereby encouraging employee shareholding.
The bonus-pay policy is incorporated into the concept of individual performance, based on the extent to which the business
objectives determined during the annual appraisal meeting were
achieved. The challenge is to make this essential element of an
employee’s contribution to the group more objective and more
transparent to our employees. 70% of individual bonuses awarded
in 2014 thus varied compared with 2013.
In addition to the individual approach, Foncière des Régions
once again allocated bonus shares to all its employees in 2014.
The idea was to enable the entire staff to share in the financial
achievements of 2013. The promotion of employee shareholding
is an effort to provide a long-term link between employees and
group income.
As of 2013, the bonus criteria of several senior executives include
a CSR component, particularly in terms of improvement in portfolio quality and in the percentage of green portfolio achieved.
2.9.3. Act for Quality of Life at Work
Foncière des Régions undertakes to promote Quality of
Life at Work, in particular through an agreement signed on
19 December, 2014. Recurring or occasional problems related to
workload, organisational changes, ongoing and necessary skills
development, and the widespread use of New Technologies of
Information and Communication (N.T.I.C.) may cause stress and
unease for some employees.
“Quality of life and work and NTIC”
(Extract from Art. 7.3.3 – reorganisation
and reduction of working hours agreement)
“The New Technologies of Information and Communication
(email, laptops, mobile telephones, smartphones, extranet
portal, etc.) are working methods that form part of the
working environment, and are essential for the proper
functioning of the company. However, it is important to
ensure that their use does not infringe on employees’
resting times and private lives. [...]
The Quality of Life at Work agreement provides for the establishment, as of 2015, of tools allowing the prevention and treatment
of psychosocial risks. An external and confidential telephone
counselling unit is available 24/7; the freephone number brings
employees into contact with qualified psychologists only. An alert
procedure has been established internally, covering in particular
any incidents of harassment. A training plan aimed at identifying
hazardous situations and action drivers to prevent and manage
such situations will be rolled out in 2015 for all ESU employees,
in accordance with the procedures specific to each type of player:
Executive Committee, Human Resources and staff representatives, managers and employees.
Employees have a right to disconnect remote communication tools in order to benefit from minimum rest periods.
In the absence of exceptional circumstances, based on the
urgency and importance of the subjects under consideration, and with the exception of senior managers, Foncière
des Régions’ employees must strive not to use working
tools connected remotely outside of conventional working
hours.
In the context of Quality of Life at Work, the agreement on the
reorganisation and reduction of working hours of 25 November
2014 specifies the individual and collective responsibilities and
guarantees regarding the monitoring of workload and the organisation of working hours, in particular the “right to disconnect”,
a strong driver for the primary prevention of psychosocial risks.
It also provides for workload monitoring, which will become a
reality in 2015 through two follow-up interviews that will be held
on this subject.
In any event, outside of special circumstances when the
employees need to be available, the right to disconnect is
ensured for all Foncière des Régions employees, who may
in no case be penalised for not replying to a message or
any other professional request not during their working
hours.”
In terms of work safety, Foncière des Régions is committed
beyond statutory regulations, with 11% of employees holding
first-aid rescue worker (SST) certificates, and 8% of the workforce
trained in 2014, whether through initial training in Health and
Safety at Work or through a refresher course to maintain their
level of expertise and the validity of their certificate. The work
accident rate remains very low at 0.72%.
Health and safety risks related to the group’s business activity
concern mainly business travel. The group’s business travel
policy, updated in 2014, provides that “public transport must
systematically be used for all business travel”. Company vehicles
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be made via public transport, in order to limit the risk of fatigue
and road accidents.
are provided to employees in business lines with high mobility
(technical managers and development project managers, for
example), but all journeys of more than 250 km must necessarily
2.9.4. Promoting diversity and equality
A signatory of the Diversity Charter in 2010 and of the Global
Compact in 2011, Foncière des Régions renewed the Professional
Equality and Diversity agreement of 21 December 2011 in 2014.
In terms of disabilities, Foncière des Régions prepared a thorough
review in 2014 (which was shared with staff representatives)
concerning the employment of people with disabilities, potential
obstacles to their integration, and the means to ensure the
group is more open to this population. Two major avenues for
action have emerged for 2015: renewing the systematic use of
centres providing assistance for employment (ESAT), and increasing contact with associations and organisations connecting
companies with students with disabilities. Given that the great
majority of the group’s employees work as managers and hold
university degrees, the integration of people with disabilities
(77% of whom have not completed secondary school) is very
difficult. Accordingly, Foncière des Régions wishes to help young
people with disabilities to graduate, whether through internships,
apprenticeship contracts, or even by offering them permanent
contracts at the end of their studies.
In terms of recruitment, the review of candidacies and invitations
for job interviews has been under analysis since 2013 to ensure
diversity amongst profiles of those being considered for each
job. The recruiting team received awareness training on this
issue when the recruitment management computer resource
was implemented. In 2014, it presented a report to the members
of the Equality Diversity Commission (staff representatives)
regarding the number of candidacies processed by gender, age
and disability, at each stage of the recruitment process (sorting
through CVs, feedback following the job interview, final decision).
In terms of remuneration, the implementation of the Professional
Equality and Diversity agreement of 21 December 2011 continued
in 2014. The analysis of compensation gaps was repeated, but the
corrective measures to be implemented were marginal given the
progress made in previous years.
Foncière des Régions applies
ILO conventions
Foncière des Régions is also committed to parenthood. In 2014,
100% of male employees took the paternity leave offered to
them. At the same time, the Flexi Crèche programme, which
offers backup infant care solutions to employees (as parents or
grand-parents), continues to support families in need for up to
ten days per year. A guide on parenthood in the company was
prepared as part of the Equality Diversity agreement and will
be distributed in early 2015. It is intended to inform employees
about the rights of parents and future parents, and about the
programmes implemented by the company. Moreover, Foncière
des Régions will sign the Parenthood Charter in 2015.
Foncière des Régions currently applies the eight
International Labour Organisation (ILO) conventions,
including those concerning the right to organise, effective
recognition of collective bargaining, eliminating all forms
of forced labour, ending child labour and suppressing
discrimination in employment and professions, among
others.
2.9.5. Guaranteeing transparent social dialogue
The Works Council was in great demand in 2014, due to major
projects such as the disposal of Garonor (Chapter 2.9.1.2), the
creation of a new structure to develop the Hotels business,
and even recurring topics of information and consultation.
Transparent and effective social dialogue was guaranteed
through the provision of information well ahead of any changes,
and the special attention devoted to employee expectations and
group challenges.
broadening its scope of application to include all psychosocial
risks and by acquiring new tools for the group (psychological
support unit, wider role of the CHSCT, etc.). Mandatory annual
negotiations (N.A.O.) were entered into in November 2014 via an
agreement with social partners. In particular, it determines the
budget for increases in fixed salaries and the terms for such
increases, and provides for the award of 30 bonus shares to all
employees of the ESU.
Organisations such as the Health, Safety and Working Conditions
Committee (CHSCT), the Training Commission and even
Prospective Employment and Skills Management (GPEC) – dedicated in 2014 to the implementation of the Chorus organisation –
met on several occasions to deal with topics in depth and to follow
action plans within the framework of dedicated meetings.
List of agreements signed in 2014
2014 Mandatory Annual Negotiations Agreement:
25 November 2014
Amendment No. 1 to the ARTT Agreement:
29 November 2014
By working with trade union organisations throughout the year,
the company was also able to negotiate and sign four collective
agreements. Two of them were intended to adjust previous agreements (Agreement on the Reduction of Working Hours or Equality
Diversity), taking into account the conclusions of monitoring
committees, for example. The Quality of Life at Work agreement
built on the success of the anti-stress agreement of 2009, while
Foncière des Régions
Quality of Life at Work Agreement: 19 December 2014
Amendment No.1 to the Professional Equality
and Diversity Agreement: 19 December 2014
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2.9.6. Joining forces for sustainable development
The process of change regarding the various challenges for
sustainable development entails the strong commitment of
each Foncière des Régions employee. Foncière des Régions
strives to set an example through the management of its assets
and its internal operations. Accordingly, the various initiatives
undertaken by its teams (the main initiatives are listed below) are
carried out in keeping with the sustainable development policy.
3
0.54
0.16
2
0.28
0.30
0.34
0.28
0.25
1.35
1.18
1.33
2010
2013
2014
1
2.9.6.1. Measuring carbon emissions
0.54
0.71
0
The first greenhouse gas report produced for Foncière des
Régions was conducted in 2011 based on 2010 energy consumption. In January 2015, the practice was repeated based on 2014
energy consumption, once again in keeping with the recommendations of the GHG Protocol (Greenhouse Gas Protocol),
as in 2011 and 2013. This reporting and evaluation standard for
greenhouse gases is currently one of the most widespread in the
international arena.
Business travel
Commuting
Gas
Electricity and cooling/heating networks
The three studies conducted since 2011 analyse the emissions
generated by the business trips and commuter travel of
employees with the Foncière des Régions ESU, working in Paris
and Metz, and by the offices occupied by employees in the capital
(two buildings) and in Metz (two of the seven floors of the Le Divo
building). In 2014, this scope covered 95% of the workforce (vs.
93% in 2013). The results are monitored by an independent third
party, Ernst & Young, as part of its assignment to verify the CSR
information.
Calculating greenhouse gas emissions follows the GHG Protocol
by distinguishing between the following three sources of
emissions:
The average level of emissions per employee is 2.2 tonnes of CO2
equivalent for 2014 (vs. 2.26 tonnes of CO2 equivalent for 2013
and 2.75 tonnes of CO2 equivalent in 2010), i.e. a 20% decrease
compared with 2010, due to the various actions related to the
carbon policy (renovation of the boiler room at 30 Kléber, etc.) and
to the teams from Metz being moved from two less eco-friendly
buildings to a single site, the Le Divo building.
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Scope 2 – indirect emissions related to the purchase of
electricity and to heat/cold from district heating: for Foncière
des Régions, such emissions come from the consumption of
electricity (79 tonnes of CO2 equivalent per year) and to district
cooling and heating (11 tonnes of CO2 equivalent per year).
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Scope 1 – direct emissions: these emissions are related to
the burning of fossil fuels from buildings or company vehicles.
For Foncière des Régions, direct emissions come from the
consumption of natural gas (73 tonnes of CO2 equivalent per
year) and of fuel by fleet vehicles (89 tonnes of CO2 equivalent
per year).
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Scope 3 – other indirect emissions: these are all other indirect emissions, including passenger transport. For Foncière
des Régions, other indirect emissions come primarily from
transport inherent to the business (259 tonnes of CO2 equivalent per year), as well as commuting to work (65 tonnes of
CO2 equivalent per year).
The greenhouse gas footprint is calculated based on the ADEME
V6 carbon footprint table.
Foncière des Régions
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Total 575 tonnes of CO2e
Foncière des Régions breakdown:
CO2 SF6 CH4 N2O HFCs PCFs NF3
98.8%
0%
0.8%
Scope 2
INDIRECT
0.4%
0%
Scope 1
DIRECT
15.6%
28.1%
0%
0%
Scope 3
INDIRECT
56.3%
30.25%
13.58%
12.22%
District
Heating/Cooling
87.78%
54.94%
Gas central
heating
Plane
36.11%
20.06%
Taxi
Expenses
45.06%
Train
Electricity
Commuting
Company
car petrol
2.9.6.2. Eco-behaviour on company premises
Canibal, a fun approach to recycling
The company’s commitment to sustainable development is based
on active involvement at all levels, both in its business performance and through environmental reflexes that are gradually
becoming essential in everyday life. Employees are demanding
more and more practical efforts from the company in favour of
the environment and city life. For an increasing number of them,
initiatives taken in this area contribute to their pride in working
for the company.
Located at the Paris headquarters of Foncière des Régions
since the end of 2011, Canibal has enabled the collection
of nearly 6,000 waste units, of which 49% plastic bottles,
29% cans and 22% water cups in 2014.
The 2014 waste collection has prevented the emission of
63 kg of CO2 and enabled 458 donations to be collected
(€0.05) towards the planting of trees. These donations
made a direct contribution to the planting of five trees
by local producers in the Alto Huayabamba region of the
Peruvian Amazon. This initiative is backed by an organisation invested in fair trade, environmental conservation and
the socio-economic development of communities.
The practical initiatives implemented in Paris and Metz as part
of this eco-friendly approach include the following:
ww
HQE certification for the Le Divo building and BREEAM In-Use
certification for the headquarters premises at 30 and 10 avenue
Kléber in Paris (16th arrondissement), obtained in 2012, 2013
and 2014 respectively
ww
waste sorting at the premises to separate and recycle paper
and cardboard (approximately 80% of office waste). Accordingly,
21 tonnes of paper waste were collected at the two sites in
Paris in 2014. A collection area was also introduced at the
Metz site, where employees could dispose of printer toner
cartridges, batteries and plastic bottle caps for recycling
2.9.6.3. Raise awareness, inform
and train through Green Meetings
In addition to the initiatives indicated in the previous chapter
and the renovation works to improve building performance
(replacement of heating equipment, motion detectors in common
areas, etc.), information and awareness-raising meetings – called
Green Meetings – have been organised every month since 2009
at Foncière des Régions. Open to all employees, these meetings
foster discussions between professionals in the sector (lawyers,
architects, design offices, etc.) regarding cross-disciplinary
topics. In 2014, these meetings focused on the following topics
in particular: energy performance tools, BIM, wooden constructions, urban biodiversity, etc.
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water savings thanks to the introduction of motion-detector
taps, and dual-flush toilets enabling significant reductions in
water consumption
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good practices and awareness-raising articles regularly
disseminated via the group Intranet
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the collection of plastic bottle caps in favour of the Bouchons
d’Amour association, in order to purchase equipment
(wheelchairs, etc.) for people with disabilities
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the Canibal waste compactor, which is used to collect aluminium cans, water cups and bottles, with an incentive system
enabling users to make donations towards tree-planting
projects (see insert below).
Foncière des Régions
In addition to real estate topics, employees are regularly encouraged to adopt eco-responsible behaviour: besides selective waste
collection in offices, aimed at recycling 100% of paper and cardboard, a genuine paper policy was introduced in 2013. This policy
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2.9.6.5. Implementing Green IT solutions
organises the exclusive use of PEFC-certified(1) paper (guaranteeing
that the paper is sourced from sustainably managed forests), and
benefits from the European Eco-label (taking into account the full
product life-cycle, its quality and its use). This paper policy applies
to all print-outs and external publications related to administration
(reports, etc.) and marketing (brochures, etc.). At the same time,
an awareness-raising campaign was launched to encourage all
employees to reduce printing by more than 30% between April 2013
and the end of 2014.
Foncière des Régions confirms its commitment to sustainable
development through changes to its information system. By
rolling out the last phase of its paperless project, Foncière des
Régions fully subscribes to a strategy to reduce the use of paper
documents within the group.
The implementation of the Office365 solution, initially for its
email service, but also for all its other features, represents a
significant step towards Cloud Computing solutions, mobility and
information security. These features can be accessed at any time
from a tablet, smartphone or any workstation via the Internet.
2.9.6.4. Travel policy
Given that commuting and business travel account for 61% of
Foncière des Régions’ overall carbon footprint, they represent an
important driver for improving its carbon footprint. Accordingly,
employees are encouraged to use public transport: for business
trips of under three hours by train, employees may not travel by
air. For Paris and surrounds, the Autolib’ solution is offered as an
alternative to taxi travel, and 50% of public transport and bicycle
passes are paid for by the company.
Sensitive business data is managed and secured within a dedicated data centre. Such data is made reliable through a regularly
tried and tested business continuity plan.
2.10. OPEN AND TRANSPARENT GOVERNANCE
Foncière des Régions has a governance process characterised
by a desire to ensure that corporate entities are effective. By
opting to separate the roles of Chairman and Chief Executive
Officer, the company chose to allow the CEO to focus on executive
management. The Chairman of the Board of Directors, who is
also an independent Director, ensures governance bodies are
transparent and effective.
Foncière des Régions continuously analyses the best practices
in corporate governance in the Afep-Medef Code and endeavours to follow its recommendations. As a result, the company
simultaneously increased the proportion of independent and
female Directors on the Board. It also capitalised on an initial
independent evaluation by an external agency, all in accordance
with commitments undertaken.
2.10.1. A governance structure that adheres to the requirements
of the Afep‑Medef Code and ensures its effectiveness
The corporate governance code of public companies, published by
the Afep-Medef, was adopted in November 2008 as a reference for
Foncière des Régions corporate governance. It currently refers
to the revised version of that Code, which was published on 16
June 2013, and relies on the work of the High Committee on
Corporate Governance.
These efforts were applauded by analysts and rating agencies and
awarded with a Bronze medal in the AGEFI Governance Process
Competition for Dynamic Governance.
Foncière des Régions will pursue this strategy in 2015, again
increasing the share of female and independent Directors on the
Board, while endeavouring to achieve the best balance between
French and foreign Directors and emphasising skills that ensure
efficient corporate governance. The mass expiry of ten terms
of Directors in 2015 will also provide an opportunity to stagger
Directors’ terms starting in 2016.
In 2014, this new Governance system for Foncière des Régions
was strengthened with the addition of a new Board member and
more transparency in communications on the application of Afep
and Medef recommendations.
This progress helped to maintain dynamic Governance oriented
toward serving the long-term interests of the company, its
shareholders, tenants, stakeholders and employees.
(1)
Programme for the Endorsement of Forest Certification.
Foncière des Régions
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2.10.2. Corporate governance around the Board of Directors
In order to adopt an open, transparent, ethical, efficient and
appropriate governance system for the way it functions and for
its shareholding structure, Foncière des Régions changed its
governance structure in January 2011, impacting its composition,
organisation and functioning, in line with the recommendations
of the Afep-Medef, EPRA and the Code of Ethics of the European
Public Real Estate Association (FSIF).
2.10.2.1. Composition and operation of the Board of Directors and its Committees
The governance of Foncière des Régions is based on a Board
structure that has opted to separate the functions of Chairman
of the Board and Chief Executive Officer.
Board of Directors
Independent/total members
Chairman
Term of office
Proportion of women
Performance review
Audit Committee
Appointments and
Remunerations
Committee
1/6 (17%)
4/6 (67%)
2/4 (50%)
7/14 (50%)
Independent Director
Independent Director
Independent Director
4 years
N/A
N/A
N/A
(2)
29%
16%
33%
0%
57
63
49
61
36%
33%
50%
50%
Annually
Annually
Annually
Annually
7
1
3
3
93%
83%
94%
100%
Number of meetings in 2014
2014 attendance rate
Strategic and
Investment Committee
(1)
Average age of Board members
Percentage of international Directors
The following table summarises some of the corporate governance best practices adopted by the company regarding the
recommendations of the Afep-Medef Code:
Vs 46% in 2013 and potentially 57% in 2015.
(2)
Vs 23% in 2013 and potentially 36% in 2015.
N/A: Not Applicable.
(1)
Details of the composition of the Board of Directors and the
Committees are shown in the Chapter on Control of the company
of this report (see Chapter 4.1), and the list of terms held by each
Board member is shown in the Chapter on Terms and Functions
of corporate officers (see Chapter 1.14.3).
as non-independent with regard to one of the criteria, Directors
could still be considered to be free from restrictions. In addition,
during its 19 February 2015 meeting, the Board decided to
recommend the appointment of Delphine Benchetrit as a new
independent Director, subject to the approval of the shareholders
at their meeting on 17 April 2015. Assuming that this appointment
is approved by the shareholders, the percentage of independent
members will increase to 57%, insofar as the Board of Directors
has qualified her character as independent. The independence
criteria used are those shown in the Internal Regulations of
Foncière des Régions published on its Internet site (http://www.
en.foncieredesregions.fr/finance_en/financial_information/
regulated_information/).
2.10.2.2. A Board of Directors increasingly
based on the independence
of its members
Based on recommendations from the Remunerations and
Appointments Committee, the Board of Directors analyses the
independence of the serving Directors on an annual basis. The
Board of Directors classified 50% of Directors as independent
following a review performed by the Board during the 19 February
2015 meeting. To carry out this analysis, the Board applied the
Afep-Medef Code criteria, which specifically require that, in order
to be classified as independent, Directors may not have any sort
of relationship with the company, its group or its management
that may compromise them in exercising their free judgment.
Based on its criteria, the Board conducts an in concreto assessment to determine if, despite complying with the Afep-Medef
Code criteria, Directors have no other links (professional or
personal relationships) that may impede their freedom of analysis
and decision or if, conversely, although they can be classified
Foncière des Régions
2.10.2.3. A better balance of men and women
The percentage of women serving on the Board, which was
29% following the Combined General Shareholders’ Meeting
on 28 April 2014, should increase to 36%, providing the General
Meeting of Shareholders of April 2015 approves the appointment
of Delphine Benchetrit as Board member. The company’s Board
has set the objective of continuing to increase membership of
women on the Board so as to quickly achieve a better balance of
men and women, with a view to achieving early compliance with
legal provisions in this area.
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2.10.2.4. An effective Board of Directors
This applies in particular when, for any transaction being considered or undertaken by the company, a member of the Board
or a company of which a Director is an employee or corporate
officer might have competing interests or interests opposed to
those of the company or the companies in its group. In this case,
the relevant Board member must refrain from participating in
the deliberations of the Board or any Committee relating to
the transaction, and more generally observe a strict duty of
confidentiality.
After producing two internal assessments, in 2011 and 2012,
the company undertook an initial independent evaluation at
the end of 2013, performed by the specialised agency Egon
Zehnder, to review the capacity of the Board of Directors to
meet the expectations of shareholders and assess the contribution of each member through a review of its organisational
structure and its method of functioning. All Directors expressed
their satisfaction with the functioning of the Board as well as
the Chairman – Chief Executive Officer two-man team, notably
because of the quality and relevance of information available to
it. The results highlighted the Board’s ability to take decisions,
while recommending increased outside contributions, especially
on macroeconomic issues. They were presented to the Board of
Directors on 26 February 2014 and are detailed in the Report of
the Chairman of the Board on corporate governance and internal
controls (see Chapter 4.1.1.4.6).
2.10.2.5. A Board of Directors attentive
to CSR challenges
Given the importance of the challenges posed by sustainable
development for Foncière des Régions and its stakeholders, the
Board is regularly consulted on CSR matters, so that they may
be integrated into the company’s strategic focus. Since 2013,
the April meeting of the Board of Directors is devoted to CSR
subjects. On this occasion, the Board will review the company’s
performance in the area of the environment and will monitor
progress of the objectives it has set, confirm the major opportunities of improving CSR performance in the group and compare
results and progress achieved by the company with that of other
companies in the real estate sector.
In 2014, the Chairman of the Board of Directors focused on implementing all of the recommendations in this evaluation, including
the strengthening of real estate and international skills with the
arrival of Sigrid Duhamel, and by extending consultation on risk
management.
An induction programme for new Directors has been in place since
2012. It helps new Directors, particularly through meetings with
management, increase their knowledge of the company and its
sector of activity. Furthermore, the members of the Governance
Committees cooperate from time to time with certain support
departments such as Human Resources and Internal Audit.
The Board of Directors will also examine the group’s social policy
as well as the non-financial information it publishes, particularly
in corporate and environmental areas. It will analyse the ratings
awarded by non-financial rating agencies. Lastly, it ensures
that ethical rules set out by the group are applied and evaluates
sponsoring policies and sponsoring and philanthropic activities
that have been implemented.
Since 2013, measures approved during a Board meeting are
systematically monitored in successive meetings. Furthermore,
more regular strategy and market updates were implemented in
2013 and continued in 2014.
In April 2014, the state of progress with regard to the four lines
of Foncière des Régions’ sustainable development policy was
presented to the Board of Directors:
In consideration for their work with the Board, Directors receive
attendance fees, the value of which is determined by the Board
of Directors based on an overall amount for all Directors that is
approved by the Shareholders’ General Meeting. The attendance
fees include a fixed rate and a variable portion linked to attendance
at meetings and effective contribution to the work of the Board. The
remuneration of Directors is presented and detailed in the management report contained in Part 1 of the Reference Document.
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sustainable building: greening of the asset base, reducing
energy consumption in assets, accessibility of buildings to
persons with reduced mobility and the status of environmental
schedule signatures
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governance: the objective of an increased proportion of women on
the Board, the breakdown of independent Directors, adherence to
recommendations for the composition of Committees, etc.
The Works Council designates two of its members as representatives at meetings of the Board of Directors. These members
attend all the Board’s meetings in a consultative capacity. They
receive the same documents that are circulated to Directors.
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employee-related: employee development initiatives, such as
Training Week, training of Managers; and
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corporate: responsible purchasing policy, financial and skills
assistance through the ESSEC’s Real Estate and Sustainable
Development Chair, the Palladio Foundation, the Passerelle
programme, etc.
The Board’s rules of procedure provide a mechanism to prevent
conflicts of interest arising when investment projects are
submitted to the Board and/or the Strategy and Investment
Committee. More specifically, it states that all Directors have the
obligation to do their best to determine in good faith whether or
not a conflict of interest exists and to report it to the Chairman as
soon as they are aware of any situation that may constitute such
a conflict between the company and themselves or the company
they represent, or any company of which they are employees or
corporate officers.
Foncière des Régions
In November 2013, the AMF (Autorité des Marchés Financiers)
produced a report on information published by public companies in the area of employee-related, societal and Governance
responsibilities, highlighting twelve recommendations and three
points for consideration. This report is a follow-up to the application of Article 225 of the Grenelle 2 Law since the publication
of the decree dated 24 April 2012. Foncière des Régions is part
of a panel of 60 public companies that were analysed as part
of this report. The company adheres to nearly every one of the
recommendations.
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Nevertheless, it strives to make further progress in reporting. The
main point of improvement, which is considered in this report,
is to describe further the process of identification, analysis and
treatment of risks. The AMF did not publish a similar report in
2014, as it prefers to publish such reports at a less frequent rate.
2.10.3. An Executive Committee interested in CSR performance
In addition, Chief Operating Officer Yves Marque also participates in the Executive Committee as Chief Operating Officer for
meetings.
The Executive Committee is the management body consulted
for each major decision or transaction of Foncière des Régions
in terms of Governance, monitoring of subsidiaries/holdings and
financial/asset turnover policies. It is formed by the company’s
corporate officers listed below:
Each member of the Executive Committee is in charge of implementing the CSR objectives of the group within their particular
area of responsibility in coordination with the Sustainable
Development Department. Their achievements in this domain are
now systematically incorporated into the criteria for determining
bonuses for each person.
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Christophe Kullmann – Chief Executive Officer
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Olivier Estève – Deputy General Manager
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Aldo Mazzocco – Deputy General Manager of Foncière des
Régions, and Managing Director of Beni Stabili.
2.10.4. General Meetings
The company encourages shareholder participation in the
General Meetings of Shareholders. With this perspective, it
decided as from the 2013 meeting to make an internet tool
available to shareholders for receiving the notice of the Meeting,
obtaining information about the General Meeting of Shareholders
and entering voting instructions before the General Meeting
directly through the Internet.
This approach has helped to increase shareholder investment, as evidenced by the following results:
Combined General Meeting of
Shareholders of 24 April 2013
Combined General Meeting of
Shareholders of 24 April 2014
2013/2014 change
Ordinary
Resolutions
Extraordinary
Resolutions
Ordinary
Resolutions
Extraordinary
Resolutions
Ordinary
Resolutions
Extraordinary
Resolutions
941
942
1,316
1,310
+39.85%
+39.06%
45,147,143
45,143,231
50,620,471
50,583,266
+12.2%
+12.05%
Attendance rate
78.74%
78.75%
80.94%
80.88%
+3 points
+3 points
Rate of approval of Resolutions
92.70%
98.60%
97.60%
96.46%
+5.3 points
-2.2 points
Number of shareholders present,
represented or having a postal vote
Number of shares that voted
2.10.4.1. Implementation of “Say on pay”
Apart from the financial delegations, the main items submitted
to the shareholders’ vote generally related to the approval of the
company’s financial statements, allocation of income and the
distribution of dividends to all shareholders, decisions regarding
the appointment and renewal of Directors as well as the approval
of regulated agreements.
In application of Article 24.3 of the Afep-Medef Code, shareholders attending the 28 April 2014 General Meeting were consulted
about individual remuneration through the “Say on pay” scheme
due for the year ended 31 December 2013 and pertaining to the
Chairman of the Board of Directors, the Chief Executive Officer
and the Deputy General Manager. Shareholders spoke very
approvingly of these resolutions, thus welcoming the transparency efforts accomplished and the balance of the remuneration
policy.
The 2014 General Meeting provided an opportunity to respond
to questions from shareholders regarding dividends and related
taxation, the company’s shareholding structure, operating costs,
the consequences of adoption of the Alur law on Residential and
the pursuit of the investment strategy in this business sector.
Percentage of votes for
Jean Laurent
Chairman of the Board of Directors
99.63%
Chief Executive Officer
97.14%
Olivier Estève
Deputy General Manager
96.81%
Aldo Mazzocco
Deputy General Manager
83.81%
Christophe Kullmann
Foncière des Régions
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2.10.5. Addressing shareholder concerns and ensuring transparency
of financial information
2.10.5.1. Foncière des Régions listening
to individual shareholders
Foncière des Régions does its utmost to provide institutional
investors and individual shareholders with quality information
regarding its business and strategy. It is conducting a substantive piece of work to consolidate its long-term relationship of
trust with the financial community and to develop its market
transparency.
Foncière des Régions posts an annual letter to its 12,000 individual shareholders. Foncière des Régions also provides them
with a dedicated chapter on the company’s website, a documentation service as well as a shareholders’ freephone number
(0 805 400 865).
Foncière des Régions has no mechanisms to strengthen control
by certain shareholders and plans to propose the abandonment
of the automatic assignment of double voting rights provided by
the Florange law of 29 March 2014 at the next meeting.
This specific multimedia-type communication, which is available
on a permanent basis, enables Foncière des Régions to answer
its shareholders’ questions more efficiently.
The company is also helping to raise the level of professionalism within the industry and to issue high quality information
by means of its active involvement with the IEIF (Real Estate
Savings Institution), the FSIF, EPRA (European Public Real Estate
Association) and IPD (Investment Property Databank).
Lastly, since the General Meeting of Shareholders of 24 April
2013, Foncière des Régions allows its shareholders to receive
their notice of meeting and also related documentation via
the Internet. Shareholders can now vote via the Internet. This
initiative promotes the participation of individual shareholders
in General Meetings of Shareholders.
Foncière des Régions also takes a proactive attitude in dealings
with institutional investors. As a result, management holds some
250 meetings every year with their main representatives, particularly when the annual and semi-annual results are released in
the major European and US markets, and sets up some 15 site
visits of representative assets in its portfolio for these groups.
Foncière des Régions has also been a partner of FFCI (Fédération
Française des Clubs d’Investissement – French Federation of
Investment Clubs) since 2010.
In parallel, Foncière des Régions participates annually in around
a dozen conferences intended for international investors that are
set up by well-known companies working in the financial markets
such as J.P. Morgan, Merrill Lynch, etc.
2.10.5.2. A process recognized
by the 2014 EPRA Awards
The quality and transparency of Foncière des Régions financial
and non-financial reporting was recognised twice at the EPRA
Annual Conference of 2014, with two EPRA Gold Awards. The
first trophy was for the financial portion of the 2013 Reference
Document, and the second was for the non-financial portion of
the same document as well as the 2013 Sustainable Development
Report.
2.10.6. Promoting fair and ethical practices
Foncière des Régions updated its risk mapping in 2014 to
include changes to the company and the environment in which it
operates. Other mapping had previously been carried out in 2006,
2009 and 2012. The methodology and the results of this update
are presented in greater detail in the Report of the Chairman
of the Board of Directors on corporate governance and internal
control (see Chapter 1.11). During its mapping, Foncière des
Régions reviewed the risks related to the environment and to
the group’s social and societal policy. Action plans were defined
for these topics, in particular to strengthen their level of control.
The group is also a signatory of the Diversity Charter and, at the
international level, it has been a member of the Global Compact
since October 2011. Initiated by the United Nations (UN) and
signed on a voluntary basis by companies, this Compact covers
ten universal principles relating to Human Rights, labour,
environmental standards and corruption. Foncière des Régions
incorporates these principles into its strategy, reviews their
progress and promotes the Global Compact with its stakeholders, in particular suppliers, by appending the document to its
responsible purchasing charter.
In 2013, Foncière des Régions renewed its commitment by
publishing its third “Communication On Progress” report, which
is available on the group’s site: http://www.en.foncieredesregions.
fr/ and on the Global Compact site: http://www.unglobalcompact.
or/participant/15495-Fonciere-des-Regions.
Foncière des Régions
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Open and transparent governance
2.10.6.1. A Code of Ethics
for greater responsibility
The Code of Ethics was fully reviewed in 2014. Some points were
expanded, such as the inclusion of a chapter relating to the
implementation of a warning system within the group, which is
explained in the following paragraph. This new Code of Ethics will
be resubmitted to the employee representative bodies in 2015,
then distributed to all employees.
The Foncière des Régions Code of Ethics, which was implemented in 2011 as part of its ethical and compliance strategy, is
intended for all employees in the Economic and Social Unit, and
Code of Ethics were also put in place for staff in Germany and
Italy. It may be consulted on the Foncière des Régions website:
www.foncieredesregions.fr).
2.10.6.2. Preventing the risk of fraud and
corruption with the establishment
of an whistle blowing system
The Code of Ethics defines the ethical principles that all Foncière
des Régions employees must apply to their professional practices
and behaviour vis-à-vis all their outside contacts. Lastly, the Code
of Ethics describes ethical Governance, as implemented in the
company’s various business lines. The basic principles contained
in this Code of Ethics are:
In compliance with the 10th principle of the Global Compact,
which urges companies to act against corruption in all its forms,
including the extortion of funds and bribes, Foncière des Régions
has increased its vigilance on these matters.
ww
compliance with laws and regulations
In view of the findings of the risk mapping process in December
2012, the Board of Directors deemed that, given its business activities and organisation, the potential risk of fraud and corruption
were adequately reviewed and addressed. Transactions that are
deemed sensitive, such as sales of assets or companies, major
construction or renovation works or calls for tender are guided
by stringent procedures, especially regarding contact with
intermediaries, which is subject to regular monitoring. Moreover,
the separation between orders and payments reduces the risk
of fraud.
ww
respect for individuals (health and safety at work, prevention
of discrimination, respect for third parties)
ww
respect for the environment
ww
compliance with rules concerning insider dealing
ww
prevention of conflicts of interest (links with competitors,
clients, suppliers, compliance with anti-corruption rules)
ww
protection of Foncière des Régions’ activities (protection of
information, assets and resources)
ww
transparency and integrity of information.
Since 2011, the company has also implemented, during the
Process Morning sessions (see Chapter 4.1.2), training for
employees managing transactions that involve a risk of fraud.
Anti-fraud audits are carried out regularly within the group and
have revealed no significant dysfunctions.
The Audit and Internal Control department ensures that the
Code of Ethics is distributed to all employees of the Foncière
des Régions ESU. When new hires arrive at Foncière des Régions,
individual interviews are set up with the Audit and Internal
Control, and Human Resources departments specifically review
this Code. Furthermore, training on the procedures, known as
“Process Mornings” is dispensed to employees, which focuses
on the major principles of the Code of Ethics and on the role of
compliance officers. In 2014, close to 50% of employees participated in these awareness meetings, and they will continue in
2015 for other employees.
2.10.6.2.1.Establishment of a warning system
In order to strengthen its risk prevention tools, Foncière des
Régions established a warning system in late 2014. It is restricted
to specific cases of serious and intentional acts that may affect
the company exclusively in the following areas:
The Chief Operating Officer was appointed as the ethics officer.
The Chief Operating Officer is involved in determining rules and
duties in terms of professional ethics and ensures compliance
across the company. He provides assistance and advice on
ethics to any employee who asks for it and helps in adopting and
deploying the Code of Ethics. The Chief Operating Officer was
consulted on around ten occasions in 2014, primarily by staff
who wished to clarify their situation regarding invitations received
from group partners, the purchase of group shares outside of
black out date periods or regarding a personal relationship with
one of the group’s partners.
Foncière des Régions
ww
accounting
ww
banking
ww
financial
ww
fighting corruption
ww
breaches of competition law
ww
efforts against discrimination and harassment in the workplace
ww
protection of the environment.
In this way, any group employee can report a risk that he or
she has identified in these areas by contacting the compliance
officer by any convenient means, including via a dedicated e-mail
address.
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2.10.6.4. Combating money laundering
The compliance officer will systematically examine any declaration and take any measures necessary to the processing of
the alert.
In 2010, Foncière des Régions and its subsidiaries introduced
a system for combating money laundering and the financing of
terrorism, in the form of a procedure that lists and describes
actions to be taken by the employees concerned. The procedure
was reviewed in 2012 to clarify its scope of application. The
Director of Audits and Internal Control is the designated LAB/LFT
Manager. Two Tracfin Correspondents and Registrants, the group
Legal Director and the Corporate Life Legal Affairs Manager were
appointed at the end of 2010 and early 2012 respectively.
Anonymous alerts will not be processed. However, the identity of
the person reporting it will be kept strictly confidential.
If the actions that triggered the alert are not confirmed, the data
from the alert is destroyed without delay, with no penalty for the
person who alerted the company.
Data relating to alerts requiring verification will not be retained
beyond two months after completion of the audit, except for
initiations of disciplinary or judicial proceedings against the
person in question or someone who makes a false alert. Until the
destruction of the data, persons identified under the mechanism
will have a right to access and correct data concerning them,
within the limits of preservation of the whistleblower’s anonymity.
This system is based on a vigilant stance adopted when thirdparty contracts are initiated, in all cases in which a company of
the group is involved as an intermediary for a third party and as
a part of the sale or purchase of an asset, securities or stakes in
real estate companies.
The implementation of the LAB mechanism was supported by an
extensive training campaign that was initiated in 2010 involving
some 60 employees via a dedicated training module set up by the
Legal Department, which contributes to continued adjustments
to the system. Training more specifically for asset managers took
place in 2012 and a refresher during “Process Mornings” was
carried out in 2014.
2.10.6.3. Guaranteeing fair competition
Foncière des Régions, in its business and more specifically in
its sales, acquisition and construction work, complies with the
provision of Articles L. 410-1 et seq. of the French Commercial
Code relating to competition. As such, the company has set up
procedures to address this risk. Consequently, work involving
sums above a certain euro threshold necessitate a mandatory
competitive bidding process and the procedures put in place and
validated by General Management set the bidding conditions.
2.10.6.5. Association with, or membership
of, domestic or international
organisations
Employees carrying out this work by this are briefed about the
risk during the Process Morning sessions (see Chapter 4.1.2).
The major control and validation principles were reviewed,
notably the obligation of setting up bidding procedures for work,
procurement, markets and also for the sale of assets. In this way,
depending on the amounts and type of transaction, bids from one,
two or three companies must be accepted and reviewed prior to
awarding a job. In the same manner, the company uses a procedure for opening bids involving a minimum of two employees and
the drafting of a record of the opening of bids for some tender
processes in order to ensure the widest degree of transparency
and fair competition possible. Audits were carried out in 2013
and 2014 on certain development operations in order to ensure
compliance with the tender procedure. These audits revealed no
significant issues.
Foncière des Régions undertakes no direct lobbying activity.
In contrast, the company contributes to French government
building policy through a strong commitment in working groups
and professional associations. As a member of the Sustainable
Development commissions of EPRA, the Fédération des Sociétés
Immobilières et Foncières (FSIF), of which Christophe Kullmann,
Chief Executive Officer of Foncière des Régions, has been president since 2011, it is also a founding member of SB Alliance and
France GBC, under whose aegis it contributed to the drafting of
the “CSR Reporting Guide – Article 225 Real Estate Construction”.
Foncière des Régions is also a member of the HQE Association
and a signatory of the HQE Performance Charter of Commitment.
Through involvement in these entities, Foncière des Régions plays
a major role in promoting the assimilation of the environment and
CSR. Its commitments in working groups such as Plan Bâtiment
Durable and Orée, as well as its participation in nationwide and
European studies such as RICS, EPRA, Officair and s-i-r-e bear
witness to the company’s commitment to contribute to the
sustainable real estate discussions.
The risk of anti-trust behaviour is limited within the framework
of group activities as ownership of real estate assets is widely
fragmented.
Foncière des Régions and its subsidiaries contribute no funds
and provide no services to any political party whatsoever, nor to
any government incumbent or candidate for any public position.
Notwithstanding, the company acknowledges the commitments
of those of its staff who participate or wish to participate in public
life in the capacity of private citizens.
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2.11. CSR PERFORMANCE
2.11.1. Recognition of our performance by analysts
Foncière des Régions made the decision in 2014 to update its
reporting framework from GRI 3.1 to G4 and the GRI CRESD
(Construction and Real Estate Sector Supplement). This new
methodology focuses on materiality, in contrast to the previous
guidelines which concentrated on comprehensive reporting. G4
refocuses attention on the companies’ core CSR strategy and
management indicators. Having achieved “Core” compliance and
now using the “GRI Materiality Disclosure Service”, Foncière des
Régions reaffirms its commitment to quantitative and qualitative
monitoring of its CSR strategy, in line with policy overall.
Our reporting also complies with the provisions of the French
Decree of 24 April 2012 of the Grenelle 2 Law on CSR transparency, and with the European Directive of 15 April 2014 and
the principles of Integrated Reporting. Similarly, the group
follows the recommendations of the CSR Reporting Guide,
Article 225 of France GBC and the 2014 version of Best Practices
Recommendations issued by EPRA.
Foncière des Régions’ sustainable development policy has not gone unnoticed and was evaluated by the main non-financial rating
agencies and research bodies, as illustrated in the chart below.
Grades
obtained
100
90
80
30
FTSE4Good
Asset4
CDP
DJSI
Novéthic
Vigéo
GRESB
20
EPRA Award
70
60
50
40
10
Report publication year
2009
2010
2011
2012
2013
2014
EPRA
EPRA
EPRA
Bronze
Gold
ww
EPRA BPRs Sustainability Awards: the European Public Real
Estate Association has awarded prizes each year since 2012 to
property companies that implement EPRA best practices and
key indicators in their non-financial reporting (Best Practices
Recommendations). For the third edition, Foncière des Régions
distinguished itself in 2014 by earning the EPRA Gold Award,
having won the EPRA Silver Award in 2013.
The highlights of the year included being singled out for an EPRA
Gold award for non-financial reporting, and the marked 10-point
improvement in our GRESB score, which consolidates the Green
Star rating obtained in 2013.
ww
Asset 4: this index prepared by Thomson Reuters, a CSR
strategy consultant, evaluates companies according to ESG
(2) criteria. Foncière des Régions scores progressed greatly,
moving from 20/100 in 2009 to 90/100 in 2012 and 2013.
Foncière des Régions is included in the index once again in
2014.
ww
Carbon Disclosure Project: with a score of 72C in 2014, up
from 70C the previous year, Foncière des Régions’ performance
continued its steady improvement since 2012.
ww
Ethibel: rated “B”, Foncière des Régions was selected for the
370-company Ethibel Excellence Investment Register index in
2013 and 2014 and the Ethibel Pioneer index, a best-in-class
index containing the best evaluations out of 370.
ww
DJSI: the Dow Jones Sustainability Indexes come out of annual
analyses done by RobecoSAM for the Robeco bank. Foncière
des Régions was selected for the DJSI World Index in 2013 and
2014 with stable ratings, based on a questionnaire submitted
voluntarily since 2011.
Foncière des Régions
Silver
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ww
Oekom: Oekom research AG rates more than 3,500 companies
throughout the world, assigning grades ranging from D- to A+.
Most of the 191 companies in the real estate sector are rated
between D+ and D-. Based on the 2011 report, Foncière des
Régions was ranked 19th out of 191 companies with an overall
grade of D+.
ww
FTSE4Good: a CSR index developed by the Financial Times
Stock Exchange and known for its categories of stock market
indices. Foncière des Régions has been selected for the
FTSE4Good index since 2010.
ww
GRESB: Foncière des Régions was top of the GRESB 2014
ranking in the “Offices France” category, and was ranked 38th
out of the 362 European property companies and 80th out of the
637 companies analysed worldwide. For the second time, the
group achieved a GRESB “Green Star” rating.
While its grades improved for each of the ESG criteria, there is
still room for improvement with regard to how the results are
presented to bring them into line with the frameworks used by
some of the organisations in their surveys (CDP, GRESB and
others). In addition, the methodologies of the agencies implement
Anglo-Saxon methods that in certain cases cannot be transposed
in France. For example, some data, such as origin of employees,
have not been monitored due to the legal context, in this case
the IT laws of 1978 and 2004, and the desires of companies
in this regard.
ww
Novéthic survey: in 2014, Foncière des Régions was ranked
as a “Committed” REIT in this eco-performance index for
buildings. For three years, Foncière des Régions has been one
of the main leaders in this domain.
ww
NYSE Euronext Vigeo: in 2014, Foncière des Régions retained
its listing in the NYSE Euronext Vigeo France 20, Europe 120,
Eurozone 120 and the World 120 indices.
2.11.2. A clear and transparent methodology
2.11.3.1. External verification
by an independent consultant
Every year since 2006, the theme of sustainable development
has taken up a chapter of Foncière des Régions’ Reference
Document. 2010 was the first year for which a standalone
Sustainable Development Report was published.
In compliance with the Decree of 24 April 2012 on CSR transparency, arising from Article 225 of the Grenelle 2 Law, Foncière des
Régions’ CSR reporting was verified by an external independent
consultant, Ernst & Young, in the interest of monitoring reporting
reliability. This verification was also used to measure the application of the EPRA’s BPRs as well as ‘Core’ compliance under
GRI 4 CRESD. This advisor’s statement is included at the end of
the chapter.
The tables presented in the following pages provide a summary
of the indicators used by Foncière des Régions to measure
environmental and corporate performance, particularly with
respect to the targets that have been set. These indicators have
been selected based on the following international standards:
GRI 4 and its sector-specific CRESD, EPRA Best Practices
Recommendations on Sustainability Reporting, as well as the
annual studies: Carbon Disclosure Project (CDP), Global Real
Estate Sustainability Benchmark (GRESB).
Application of GRI 4 – CRESD
Comprehensive
Core
Self-declaration
√
External opinion Ernst & Young
√
2.11.3. Environmental indicators
Processing and analysis
of consumption data by CSTB
In compliance with the Decree dated 24 April 2012, the non-financial reporting scope is based on Foncière des Régions’ financial
scope and includes the following activities: in France: Offices,
Hotels, Service sector, Residential, Logistics and Parking; in
Germany: Residential (Immeo AG); in Italy: Offices (Beni Stabili).
Once consumption figures are collected and consolidated by the
Sustainable Development Department of Foncière des Régions,
they are then processed by the CSTB, Scientific and Technical
Centre for Building, a public organisation for innovation in buildings, which acts on two levels:
In order to follow Foncière des Régions’ financial approach,
assets under construction or renovation are excluded from the
reporting scope, as are assets acquired or sold during the year.
ww
by applying calculations to energy consumption data for the
assets of Offices France (including headquarters assets), and
the Hotels and Service Sector, to take summer and winter
weather-driven demand into account. This method is applied
to the assets of Offices France and Hotels and Service Sector,
Potential material variations in the scope of each portfolio held,
other than those arising from rotating the portfolio via disposals
and acquisitions, are detailed below and the number of assets
involved is specified where relevant.
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Compliance with EPRA Sustainability Best
Practices Recommendations (BPRs)
enabling us to adjust the consumption levels of a given year
under baseline weather conditions (statistics for each of the
three major weather zones in metropolitan France have been
gathered over a thirty-year period). This adjustment is carried
out for consumption of both heating and air conditioning. It
is not applied to other consumption and allows meaningful
comparison of results from one year to another in line with
the CSTB’s scientific rigour
As a member of the EPRA Sustainable Development Commission,
Foncière des Régions helps promote good practices in sustainable reporting for the real estate sector. Since April 2011,
Foncière des Régions has included EPRA recommendations in
its internal and external reporting.
ww
by extrapolating a number of data to the complete portfolio,
based on intensity ratios per m2 on the basis of actual
consumption, data is extrapolated for information purposes
only to the surface area of the entire scope.
In the table below, Foncière des Régions summarises its reporting method and process in connection with the EPRA’s Best
Practices Recommendations (BPR’s) and its General Principles
in order to achieve the highest level of compliance. With regard
to energy, such as electricity, gas, heating and cooling systems,
as well as water, data is collected in conformity with the process
described in the box below.
Reporting tables
In order to simplify the reading of Foncière des Régions’ environmental performance, the indicators were grouped using the
following colour code:
Data collection in compliance
with EPRA BPRs
ww
Blue background: this is the scope covered by EPRA recommendations and represents properties over which Foncière
des Régions or its agent (property manager for FDL) have
“operational control”, meaning that it manages them directly.
This involves:
For assets under Operational Control that are directly
managed by Foncière des Régions, consumption data is
collected based on invoices by the Properties department.
This is indicated by the blue background in the tables
below. For tenant areas in multi-let buildings and for the
whole building in single-let buildings, data is collected
by the tenants (or the energy or water supplier with the
tenant’s approval).
ww
multi-let buildings: Offices France and Italy, Logistics and
Residential France, for which environmental information
concerning common areas is managed by property
managers (internal or external in the case of Foncière
Développement Logements)
ww
car parks, for which all energy and water consumption data
is managed directly by Urbis Park staff and in which there
are no tenant areas.
This data collected refers to calendar years, from 1 January
to 31 December.
In order to ensure maximum accuracy and transparency,
where consumption data is unavailable for any utility, it is
not estimated and thus impacts the portfolio’s coverage
rate.
ww
White background: this involves buildings or parts of buildings
over which Foncière des Régions or its subsidiaries do not have
“operational control”. In these cases, the tenant manages the
building and obtains directly all energy, water consumption and
waste. This information has been collected from the tenant
where available. This refers to either:
Information was estimated for only one family in 2014, but
this concerns a portfolio held by the Hotels and Service
Sector business, for which reporting is optional under the
EPRA BPRs (single-let buildings which fall outside the
scope of Operational Control).
ww
the tenant areas of multi-let buildings: the data collected
in this category either wholly or partially supplement data
recorded under operational control of common areas
ww
single-let buildings: Offices France, Hotels and Service
Sector are all included in this category.
The extrapolated data is clearly identified and appear on
specific lines (against a white background outside EPRA
BPR reporting).
The reporting period for environmental and social information
is the calendar year, except for Car Parks, where the reporting
period runs from 1 October to 30 September of the following year.
The types of surfaces used to calculate the ratio is identical to
those used in the portfolios for each activity: m2SHON in France –
m2GLA in Italy – m2Nütz in Germany. For Car Parks, the ratios are
calculated relative to parking space in accordance with common
practices in the sector.
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COMPLIANCE WITH EPRA RECOMMENDATIONS (2014 VERSION)
Compliant
Partially compliant
EPRA Performance Indicators
Non-compliant
Compliance
self-assessment The Foncière des Régions approach
Total energy consumption
from electricity
(annual kWh)
Elec-Abs – Foncière des Régions reports its energy consumption for all of its portfolios,
taking into account renewable energy production. Annual total energy consumption data
is gathered on the basis of invoice statements using the process described in the box
on the previous page.
Consumption is presented in terms of final energy. Primary energy equivalencies are
indicated for the total, as this is obligatory in France under Thermal Regulations.
Total energy consumption
from district heating and
cooling
(annual kWh)
DH&C-Abs – Foncière des Régions reports its energy consumption for all of its portfolios
in operation and for the headquarters buildings occupied by its teams. Annual total
energy consumption data for district heating and cooling is gathered on the basis of
invoice statements using the process described in the box on the previous page.
Consumption is presented in terms of final energy. Primary energy equivalencies are
indicated for the total, as this is obligatory in France under Thermal Regulations.
Total energy consumption
from fuels
(annual kWh)
Fuel-Abs – Foncière des Régions reports its energy consumption for all of its portfolios in
operation and for the headquarters buildings occupied by its teams. Annual total energy
consumption data for natural gas, fuel oil and wood is gathered on the basis of invoice
statements using the process described in the box on the previous page.
Consumption is presented in terms of final energy. Primary energy equivalencies are
indicated for the total, as this is obligatory in France under Thermal Regulations.
Building energy
intensity
(kWh/m2/year)
Energy-Int – Foncière des Régions reports its energy intensity ratios for all of its
portfolios in operation and for the headquarters buildings occupied by its teams. Intensity
ratio per m2 are calculated directly from invoice statements: energy in kWh is divided by
corresponding occupied areas (in m2SHON). Consumption is presented in terms of final
energy and primary energy.
Total direct GHG emissions
(tCO2e/year)
GHG-Dir-Abs – Foncière des Régions reports on its carbon emissions for each of its
portfolios in operation and on the headquarters buildings occupied by its teams. This
data is reported in tonnes of CO2 equivalent (tCO2e/year) on the basis of energy invoices
including natural gas, fuel oil and wood, for all buildings in the portfolio. These are
Scope 1 emissions as described in the GHG protocol.
Total indirect GHG emissions
(tCO2e/year)
GHG-Indir-Abs – This data is reported in tonnes of CO2 equivalent (tCO2e/year) for all of
the portfolios. The data is reported in tonnes of CO2 equivalent (tCO2e/year) on the basis
of energy invoices for electricity and district heating and cooling. These are Scope 2
emissions as described in the GHG protocol.
Building carbon
intensity
(kgCO2e/m2/year)
GHG-Int – Foncière des Régions reports on the carbon intensity ratios in kgCO2e/
m2SHON/year for all of its buildings in operation. Intensity ratios per m2 are calculated
directly from invoice statements divided by corresponding occupied surface areas (in
m2SHON).
Total water withdrawal
by source
(annual m3)
Water-Abs – Foncière des Régions reports its total annual water consumption in m3
for all of its portfolios in operation and the headquarters buildings occupied by its
teams. Annual total water consumption data is directly gathered on the basis of invoice
statements using the process described in the box on the previous page.
Building water intensity
(litres/person/year, or m3/m2/year)
Water-Int – Data is reported in m3/m2/SHON/year. The intensity ratios per m2 are calculated
by comparing the volumes collected to the corresponding surface areas occupied
(in m2SHON).
Total mass of waste
by treatment method
(tonnes per year)
Waste-Abs – In most cases, waste is collected by public organisations directly linked to
the municipalities. Foncière des Régions then pays for this service through local taxes.
It is not possible to establish monitoring procedures in terms of total mass, except for
buildings with private waste contractors, of which there are four in the French Offices
portfolio as well as the two Foncière des Régions headquarters buildings in Paris.
The proportion of waste by disposal rate (% of total waste) is indicated when it can be
monitored by service providers.
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EPRA Overarching
Recommendations
Compliance
self-assessment EPRA BPRs and methodology references
Organisational boundaries
As in previous years, reporting is based on what is known as “Operational Control”,
which corresponds to the scope within which Foncière des Régions, its subsidiaries and
investments directly manage energy, water and waste. The results for this scope are
given on a blue background in the tables in Chapters 2.11.3.1 to 2.11.3.8.
This environmental reporting is based on Foncière des Régions’ financial reporting
boundaries and scope for consistency and in compliance with the Decree dated
24 April 2012. The scope encompasses the following activities: Offices France, Hotels
and Service Sector, Logistics, Residential and the Urbis Park (Car Parks) and Beni Stabili
(Offices Italy) investments.
The reporting scope for year N includes all assets owned at 31/12/N. Assets under
construction, in redevelopment, vacant and acquired or sold during the year are not
included. If an asset is sold during the year, the tenant will not necessarily provide
consumption data if no legal connection exists with the former owner of the asset.
The environmental reporting period is from 1 January to 31 December, except for parking
facilities, which are reported from 1 October to 30 September, as energy and water
consumption data for this activity is not correlated to climate or to a period of a year.
Breakdown of Landlord –
Tenant consumption
Foncière des Régions’ reporting is separated into three levels of data collection and
analysis:
wwCorporate scope: this includes headquarters buildings.
wwOperational control scope: this includes buildings under full management over
which Foncière des Régions or a contracted Property Manager have control of the
management of shared equipment, i.e. equipment located in common areas of the
building, and over consumption of water and energy, to include lighting, collective
heating, etc. These are Scope 1 and 2 emissions as described in the GHG protocol.
Reporting is done from invoices, with no estimates.
wwTenant areas scope: this relates to the tenant areas of multi-let buildings for which
Foncière des Régions has operational control over common areas of the building.
Tenants are responsible for consumption of energy and individual water use. It also
relates to single-let buildings, for which users are wholly responsible for managing
building equipment and energy and water consumption of the building.
Foncière des Régions does not rebill its tenants for energy, unless it is consumed in the
common areas in multi-let buildings.
Estimates are not made: however data may be extrapolated based on intensity ratios.
These cases are highlighted on a white background.
Consumption reporting –
headquarters buildings
As previously indicated, Foncière des Régions reports the consumption for the assets
occupied by its teams. The results are presented in Chapter 2.11.3.6 under the
Headquarters heading.
Intensity normalisation
Intensity ratios by m2 are calculated by dividing environmental data for a year N concerning
energy, water and carbon to corresponding occupied areas in terms of m2SHON.
These calculations are used to measure efficiency for each indicator.
In France, a distinction is drawn between final energy, which is consumed and invoiced,
and primary energy, which is required to product final energy.
Year-on-year like-for-like
comparison
Elec-LfL, DH&C-LfL, Fuels-LfL, GHG-Dir-LfL, GHG-Indir-LfL, Water-LfL Waste-LfL –
Like-for-like data is calculated for energy, greenhouse gas emissions, water and waste
and are used to assess changes from one year to the next of the various indicators on a
strictly comparable portfolio comprising the same assets.
The calculation uses consumption data collected over 24 months, from 1 January 2013
to 31 December 2014, for assets held at 31 December 2014 and in operation over the
same 24-month period.
Example:
wwin 2013, consumption data collected on 70 assets, with a possible reporting scope
of 90 assets
wwin 2014, consumption data collected on 95 assets with a possible reporting scope
of 100 assets
wwof these, data was collected on 65 assets in 2013 and 2014; while 93 assets were held
in 2013 and 2014 and are considered as applicable.
➡ The like-for-like basis therefore relates to 65 of 93 assets.
Foncière des Régions
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CSR performance
EPRA Overarching
Recommendations
Compliance
self-assessment EPRA BPRs and methodology references
Segmental analysis
Foncière des Régions has structured its analysis by segment and by business type:
Offices France, Hotels and Service Sector, Logistics, Residential and the Urbis Park
(Car Parks) and Beni Stabili (Offices Italy) investments.
Coverage ratio
of data collection
The coverage ratio is indicated by segment and business type in each reporting table
(energy, carbon, water and waste). For each indicator, this coverage ratio is calculated
as an area (% of m2SHON and as a number of assets.
Narrative on performance
Foncière des Régions provides comments and explanations on environmental
performance trends and data:
wwin the body of the report (Chapter 2.3)
wwin the chapter containing data relative to assessing performance for each business
(Chapter 2.11).
Assurance – external
verification by an independent
consultant
Since the report for the 2010 fiscal year, the environmental, social, and societal data
is verified by an independent third party. The EPRA indicators and compliance with its
methodology are verified as part of the process, as are compliance with GRI4 CRESD
and the GHG emissions report.
The advisor’s statement is included in Foncière des Régions’ annual Reference Document
and its Sustainability Report. You will find these documents in both English and French
on the Foncière des Régions website.
Location of EPRA
Sustainability Performance
Measurements
The EPRA performance measurements and correspondence to principles are disclosed
and reported annually in the Foncière des Régions Sustainability Report and in its
Reference Document. You will find these documents in both English and French on the
Foncière des Régions website.
Type and number of assets
certified
Cer-Tot – This indicator is expressed by dividing the value of the assets with certification,
accreditation or a grade at 31 December 2014 by the value of the total portfolio held by
a business on the same date (for example Offices France: 50.1%).
2.11.3.1. Offices France
All consumption data is taken from invoice statements, with no
estimates used at all. As an exception to the “process included”
principle of energy consumption, the energy consumed by
telephone equipment in the buildings rented to Orange is not
included in the calculations based on an assessment performed
by the CSTB.
The scope of reporting for Offices France at 31 December 2014
relates to 211 out of the 432 sites included in the scope of financial reporting, excluding assets under construction, renovation,
or disposed of during the year. A portfolio of 101 non-core assets
representing 2% of the value of the total was not included within
the scope, since portfolio energy and environmental mapping has
not yet been performed.
The results are presented below with climate adjustment (winter
and summer). Weather-related adjustments are calculated by the
CSTB in order to make like-for-like performance more comparable; energy and carbon results are presented in the charts in
Chapter 2.3.2.
CERTIFICATIONS – (CERT-TOT) (SEE CHAPTER 2.3.1)
At 31 December 2014, 50.1% (in value) of the Office assets owned
by Foncière des Régions had HQE and/or BREEAM certification
(construction and/or operation) and/or were certified as low
energy consumption buildings (BBC) or Overall TR. This percentage is expressed relative to all the assets held on this date,
including both assets under construction and in operation.
Foncière des Régions
The rate rose to 68.6% at the end of 2014 if we take the ratio of
certified and or accredited buildings to the total core portfolio,
i.e. those intended to remain in the portfolio in the long term.
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CSR performance
ENERGY – DIRECT ENERGY CONSUMPTION BY PRIMARY ENERGY SOURCE AND ENERGY INTENSITY RATIO
FOR BUILDINGS IN OPERATION
ww
non-operational control scope: reporting is done on the basis
of the energy invoices provided by tenants, concerning:
The results are presented with climate adjustment.
The consumption values reported below are based on the data
collected according to two scopes:
ww
the tenant areas of multi-let buildings
ww
all energy consumption in single-let buildings.
ww
operational control scope: assets managed by Foncière des
Régions’ teams (multi-let buildings). Reporting is done from
invoices, with no estimates. This is the scope involving EPRA
BPRs
Within the “operational control” scope, the coverage ratio of the
data collected is 96% of the area.
Multi-let buildings
Total energy consumption (Abs)
Operational control scope
GRI 4 EPRA BPRs
Coverage of reporting scope
in area
(% of m2SHON)
Coverage of scope
as a number of assets
Intensity
(kWhfe/m2SHON/year)
CRE1
Energy-Int
Intensity
(kWhfe/m2SHON/year)
Tenant areas scope
Single let buildings
Portfolio total
2013
2014
2013
2014
2013
2014
2013
2014
188,886
100%
160,281
96%
82,076
45%
111,926
93%
1,109,404
77%
818,710
77%
1,298,290
76%
978,991
79%
15/15
13/14
4/14
7/14
211/278
147/197
230/307
160/211
198
211
84
101
164
161
178
181
304
326
218
259
374
348
402
374
Total direct energy (kWhfe)
G4-EN3
Fuels-Abs
9,748,123
7,817,944
0
0
24,565,669
31,189,766
34,313,792
39,007,710
Natural gas (direct energy)
G4-EN3
Fuels-Abs
9,748,123
7,817,944
0
0
21,674,837
26,941,161
31,422,960
34,759,105
Fuel oil (direct energy)
G4-EN3
Fuels-Abs
0
0
0
0
2,570,372
4,164,067
2,570,372
4,164,067
Wood (direct energy)
G4-EN3
Fuels-Abs
0
0
0
0
320,460
84,538
320,460
84,538
Total indirect energy (kWhfe)
G4-EN3
Elec-Abs
27,695,677
25,938,916
6,957,840
11,257,339 157,259,532 100,964,488 191,913,049 138,160,744
Electricity (indirect energy)
G4-EN3
Elec-Abs
12,606,219
11,753,738
6,957,840
11,257,339 147,390,821
Renewable energy
production
G4-EN3
Elec-Abs
o/w solar
96,853,604 166,954,880
119,864,682
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
o/w wind
0
0
0
0
0
0
0
0
o/w hydraulic
0
0
0
0
0
0
0
0
o/w geothermal
0
0
0
0
0
0
0
0
15,089,458
14,185,178
0
0
9,868,711
4,110,884
24,958,169
18,296,062
37,443,800
33,756,860
6,957,840
134,798
121,525
25,048
District heating
and cooling
(indirect energy)
Total energy consumption
(kWfe)
Total energy (GJ)
Total energy consumption
(kWhpe)
G4-EN3
DH&C-Abs
57,347,989
52,327,767
17,900,947
Estimated consumption
for vacant space (kWhpe)
0
0
0
Estimated consumption for
occupied areas where no
data is available (kWhpe)
0
2,378,695
25,903,351
57,347,989
54,706,461
43,804,298
Total extrapolated energy
consumption (kWhpe)
Foncière des Régions
223
11,257,339 181,825,201 132,154,254 226,226,841 177,168,454
40,526
654,571
475,755
814,417
637,806
29,043,936 414,574,514 285,149,133 489,823,450 366,520,835
0
0
0
0
86,269,030 150,059,029
90,733,000
31,129,211 538,730,192 371,418,163 639,882,479
457,253,836
2,085,275 124,155,678
Reference Document 2014
0
2
Sustainable development
CSR performance
The table below details the energy consumption paid for by the owner and reinvoiced for shared facilities and common areas in buildings.
The landlord does not invoice tenants for private energy consumption. The energy consumption paid for by the owner relates to shared
facilities, such as lighting and lifts and when provided on a collective basis: boiler, air conditioning, etc. on the basis of a breakdown of
charges between the tenants.
Like-for-like (LfL) –
Operational control scope
Total consumption (Abs) –
Operational control scope
2013
15/15
188,886
Proportion of estimated data
Total district
heating and cooling
consumption data
collected, paid
by the owner
Owner scope
”operational control”
Consumption
re-invoiced
to tenants
Total Gas-Fuel
oil-Wood data
collected, paid
by the owner
Electricity
Elec-Abs
DH&C-Abs
Consumption
re-invoiced
to tenants
kWh
2013
-7%
2014
Change
(%)
131/211
79% 132,529
0%
0
792,510
64%
79%
0%
0%
7,947,626
9,702,532
0
0
0%
22% 99,438,198 105,452,344
0
6%
0
12,606,219 11,753,738
-7%
7,947,626
9,702,532
22% 99,438,198 105,452,344
6%
15,089,458 14,185,178
-6%
14,250,697
13,732,558
-4% 14,456,827
15,514,450
7%
0
0
0
0
-6%
14,250,697
13,732,558
-4% 14,456,827
15,514,450
7%
-20%
8,582,713
7,328,911
-15% 29,381,941
32,536,646
11%
0
0
0
0
-20%
8,582,713
7,328,911
-15% 29,381,941
32,536,646
11%
INTENSITY (kWhfe/m SHON/year)
232.3
232.1
193.7
7%
0
0
15,089,458 14,185,178
Fuels-Abs
Owner scope
”operational control”
132,529
0%
0
Change
(%)
9/14
160,281
96%
12,606,219 11,753,738
District heating and cooling
Total electricity
consumption paid
by the owner
100%
0%
Owner scope
”operational control”
Consumption in tenant
areas re-invoiced to
tenants (metering)
13/14
Like-for-like (LfL) –
Portfolio total
2014
2013
DH&C-LfL
Coverage of reporting scope
in area (m2SHON)
Change
(%)
9,748,123
7,817,944
0
0
9,748,123
7,817,944
Fuels-LfL
Number of applicable assets
2014
Elec-LfL
EPRA BPRs
Gas-Fuel oil-Wood
2
2
Foncière des Régions
224
Reference Document 2014
-0.06%
180.8
Sustainable development
CSR performance
CARBON – TOTAL DIRECT OR INDIRECT GREENHOUSE GAS EMISSIONS FROM BUILDINGS IN OPERATION
The data is calculated by the Building Scientific and Technical Centre (CSTB) based on the invoice statements, as detailed above.
The scopes covered are identical.
Within the “operational control” scope, in accordance with EPRA recommendations, the coverage ratio of the data collected is 96%
of the area.
Multi-let buildings
Total carbon
emissions (Abs)
GHG Protocol
GRI 4
EPRA BPRs
Coverage of reporting
scope in area
(% of m2SHON)
Tenant areas scope
Single-let buildings
Portfolio total
Scopes 1 & 2
Scope 3
Scope 3
Scopes 1, 2 and 3
2014
2013
188,886 100% 160,281
Number of applicable
assets
Carbon intensity
(kgCO₂e/m2SHON/year)
Operational control scope
15/15
CRE3
GHG-Int
Total emissions (tCO₂e)
2013
2014
2013
96% 82,076 45% 111,926 93% 1,109,404 77% 818,710
13/14
4/15
7/14
211/278
2014
2013
2014
77%
76%
79%
147/197
230/307 160/211
33
34
7
8
18
20
20.7
23
6,207
5,512
574
946
20,175
16,471
26,956
22,929
of which direct
emissions (tCO₂e)
G4-EN15
GHG-Dir-Abs
2,281
1,829
0
0
5,851
7,555
8,132
9,384
of which indirect
emissions (tCO₂e)
G4-EN16 GHG-Indir-Abs
3,925
3,682
574
946
14,324
8,917
18,823
13,545
Estimated emissions
for vacant space
(tCO₂e)
0
0
0
0
0
0
0
0
Estimated emissions
for occupied areas where
no data is available
(tCO₂e)
0
0
831
68
6,041
4,983
6,872
5,051
Total extrapolated carbon
emissions
(tCO₂e)
6,207
5,762
1,405
1,014
26,216
21,455
333,828
28,231
Foncière des Régions
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CSR performance
Within the operational control scope, the results shows a reduction of 11.2% in total carbon emissions and a reduction of 4.5%
like-for-like. This presentation is based on the table on page 224.
Like-for-like (LfL) –
Operational control scope
Total emissions (Abs) –
Operational control scope
GRI 4
EPRA BPRs
Number of applicable assets
15/15
Coverage of reporting scope in area (m2SHON)
Proportion of estimated data
0%
33
GHG-Dir-LfL
Scope 2 –
Total indirect emissions G4-EN16 GHG-Indir-LfL
Scope 3 –
Other emissions
(tCO₂e)
GHG-Indir-LfL
Total emissions
(tCO2e/year)
CHANGE IN CARBON EMISSIONS 2014/2013
Change
(%)
2014
2013
13/14
188,886 100% 160,281
Carbon intensity
(kgCO₂e/m2SHON/year)
Scope 1 –
Total direct emissions G4-EN15
2014
2013
79% 132,529
0%
0%
79%
0%
0%
8.7%
-15%
6,904
7,756
12%
1%
11,100
11,806
6%
0
0
1,715 -15%
3,925
3,682
-6%
3,375
3,424
0
0
0
0
1%
5,139
-4.5%
Reference Document 2014
0%
24.7
2,008
226
792,510
22.7
-20%
Foncière des Régions
Change
(%)
-4.5%
1,829
5,384
2014
39
2,281
5,512
2013
131/211
132,529
41
34
-11.2%
Change
(%)
9/14
96%
0%
6,207
Like-for-like (LfL) –
Portfolio total
18,004
19,562
8.7%
Sustainable development
CSR performance
WATER – TOTAL WATER CONSUMPTION AND WATER INTENSITY OF OPERATING BUILDINGS
Water used in the portfolio comes from a single source, municipal water supplies.
Multi-let buildings: the landlord receives the invoices; tenants do not have individual contracts.
Single-let buildings: the tenant has an individual contract with the water supply concessionaire. All elements reported below originate
with invoices.
In 2014, data was consolidated for 90% of the operational control scope based on the information collected, corresponding to the
EPRA BPRs.
Multi-let buildings
Operational control scope
Total water
consumption (Abs)
GRI 4
EPRA
BPRs
Coverage of reporting scope
in area (% m2SHON)
Tenant areas scope
2014
2013
2014
2013
175,579 93% 150,374 90%
Coverage of scope
as a number of assets
13/15
2014
2013
104/278
CRE2 Water-Int
0.35
0.44
Total consumption
of water (m3)
G4-EN8 Water-Abs
61,195
66,722
Portfolio total
2014
2013
751,048 52% 422,103 40% 926,927 57% 572,477 46%
11/14
WATER INTENSITY
(m3/m2SHON/year)
Estimated water
consumption
in vacant space (m3)
Single-let buildings
N/A
46/197
118/307
57/211
0.27
0.32
0.28
0.35
70,275
134,689
131,470
201,410
0
0
0
0
0
0
Estimated consumption
in occupied areas for which
data is not available (m3)
4,638
7,629
428,872
205,589
433,510
232,728
Total extrapolated
consumption of water (m3)
65,833
74,350
499,147
340,278
564,980
434,138
Water consumption – Like-for-like (LfL)
Number of applicable assets
Coverage of scope
of reporting (m2SHON)
8/14
15/197
23/211
124,888
75%
175,295
16%
300,183
24%
Proportion of estimated data
0%
0%
0%
0%
0%
0%
WATER INTENSITY
(m3/m2SHON/year)
0.38
0.45
0.27
0.28
0.31
0.35
47,736
56,178
46,700
49,345
94,437
105,523
Water consumption in cubic
metres like-for-like (m3)
G4-EN8 Water-LfL
CHANGE IN WATER INTENSITY 2014/2013
N/A
18%
Foncière des Régions
6%
227
Reference Document 2014
12%
2
2
Sustainable development
CSR performance
WASTE – TOTAL WEIGHT OF WASTE IN TONNES BY TYPE AND DISPOSAL METHOD
In France, waste is collected by municipal services that do not weigh or monitor data. Recording tonnage data is possible only where
waste is managed by private waste contractors. Four buildings in the Offices France scope, representing 66% of multi-let surface area,
contract private waste suppliers, making monitoring as recorded below possible.
Multi-let buildings
Operational controle scope
Total waste production (Abs)
GRI 4
EPRA BPRs
Number of applicable assets
in area (% m2SHON)
111,050 100%
Number of applicable assets
111,050
4/4
Estimated share
Waste-Abs
316
of which waste recycled,
reused or composted
G4-EN23
Waste-Abs
250
of which incinerated
(including with energy recovery)
G4-EN23
Waste-Abs
N/A
N/A
of which landfill
G4-EN23
Waste-Abs
N/A
N/A
of which other disposal methods
G4-EN23
Waste-Abs
N/A
N/A
100%
100%
0
0
Total extrapolated production of waste
(tonne)
100%
0%
G4-EN23
Rate of selective collection
2013
4/4
0%
Total waste (tonnes)
Tenant areas scope
2014
2013
502
79%
336
67%
Production of waste – Like-for-like (LfL)
Number of applicable assets
(number of buildings)
4/4
Coverage of scope (m SHON)
111,050
2
100%
Proportion of estimated data
0%
0%
Rate of selective collection
60%
100%
369
502
Total waste (tonnes)
G4-EN23
Waste-LfL
of which waste recycled,
reused or composted
290
of which incinerated
(including with energy recovery)
N/A
79%
336
N/A
of which landfill
N/A
N/A
of which other disposal methods
N/A
N/A
CHANGE IN TOTAL WASTE 2014/2013
36.0%
Foncière des Régions
228
Reference Document 2014
67%
N/A
2014
Sustainable development
CSR performance
2.11.3.2. Hotels & Service Sector
The scope of environmental reporting is based on the consolidated financial reporting scope for Foncière des Murs. Any
assets excluded from this scope are detailed below. The reporting
scope includes portfolios in operation in France, excluding the
buildings purchased in advance of future completion: Accor, B&B,
Courtepaille, Jardiland, Korian and Quick (excluding franchised
establishments), account for 94.8% of the total portfolio value at
31 December 2014, and 81.8% of the area. The following assets
have been excluded from the reporting scope: 1 Hotel NH in
Amsterdam, 1 Club Med site in Portugal, 4 Sunparks sites and
the B&B hotels in Germany.
The Hotels and Service Sector portfolio of Foncière des Régions
is made up entirely of single let buildings. The tenants are
responsible for the operation and management of energy,
water and waste for each asset. As such, Foncière des Régions
does not have operational control of the assets and is thus
exempted from environmental reporting in light of EPRA
recommendations.
Nonetheless, Foncière des Régions is determined to monitor and
reduce the environmental footprint of its portfolio and organises
reporting with its tenants, who provide their data on waste
production, energy and water consumption each year.
CERTIFICATIONS AND ACCREDITATION (CERT-TOT)
At 31 December 2014, 36.8% of the reporting scope (in value
group share) had HQE, BREEAM or ISO 14001 certification.
ENERGY – DIRECT ENERGY CONSUMPTION BY PRIMARY ENERGY SOURCE AND ENERGY INTENSITY RATIO FOR BUILDINGS
IN OPERATION
The reporting scope coverage rate is 85% for energy, which
allows relevant comparison like-for-like, making the results
directly comparable from one year to the next. The results are
presented with climate adjustment. These are Scope 3 emissions
as described in the GHG protocol. Since none of this consumption
is managed or paid for by the owner (operational control), all data
is based on energy invoices paid by the tenants, giving the volume
GRI 4
consumed (kWh), with the exception of one hotel portfolio. For
this portfolio, the consumption volumes were calculated based
on the invoice amounts paid to the energy companies, taking
an average of €0.48/kWh for electricity and €0.376/kWh for
gas. Consumption of primary energy fell 1%, while final energy
consumption rose 6%, due to the change in the energy mix
inherent in the changes in the portfolio.
EPRA BPRs
Coverage of scope (m2SHON)
Number of applicable assets
2008
2012
2013
2014
10%
81%
85%
85%
NC
230/385
385/477
343/426
377
286
233
246
CRE1
Energy-Int
690
534
464
459
Total direct energy (kWhfe)
G4-EN3
Fuels-Abs
ND
78,119,049
77,919,945
90,461,340
Natural gas (direct energy)
G4-EN3
Fuels-Abs
ND
73,489,932
69,858,559
82,319,311
Fuel oil (direct energy)
G4-EN3
Fuels-Abs
ND
348,213
1,420,304
1,402,708
Wood (direct energy)
G4-EN3
Fuels-Abs
ND
4,280,904
6,641,082
6,739,320
Total indirect energy (kWhfe)
G4-EN3
Elec-Abs
30,200,862
137,354,946
162,362,690
139,600,209
Electricity (indirect energy)
G4-EN3
Elec-Abs
28,341,446
125,381,923
149,310,942
127,623,102
Intensity (kWhfe/m2SHON/year)
Intensity (kWhpe/m2SHON/year)
Renewable energy production
G4-EN3
Elec-Abs
0
0
0
0
District heating and cooling (indirect energy)
G4-EN3
DH&C-Abs
1,859,416
11,973,023
13,051,748
11,977,108
51,786,937
215,473,995
240,282,635
230,061,549
186,433
775,706
865,017
828,222
94,879,071
412,350,943
473,617,157
429,010,322
0
0
0
0
Total extrapolated consumption of energy
(assets for which no data is available) (kWhpe)
845,336,042
98,372,504
86,873,628
74,512,584
Total consumption of energy, including estimated
and extrapolated consumption (kWhpe)
940,215,113
510,723,447
560,490,785
503,522,905
Total energy consumption (kWhfe)
Total energy (GJ)
Total energy consumption (kWhpe)
Estimated consumption for vacant space (kWhpe)
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CSR performance
The table below presents total energy consumption, as well as like-for-like, and shows a reduction of 5%.
Total consumption (Abs)
EPRA BPRs
Number of applicable assets
Coverage of reporting scope in area (m2SHON)
2013
2014
385/477
343/426
1,027,278
85% 934,068
Proportion of estimated data
0%
Owner scope
“Operational control”
Electricity
Consumption managed
and paid for by tenants
Elec-Abs
Total electricity consumption
Total district heating
and cooling consumption
data collected
Owner scope
“Operational control”
Consumption managed
and paid for by tenants
District
heating and DH&C-Abs
cooling
kWh
Gas-Fuel oilFuels-Abs
Wood
Total gas-fuel oil-wood data
Change
(%)
Change
(%)
2014
2013
309/423
85%
863,681
79% 863,681
0%
0
0
149,310,942
127,623,102
-15%
149,310,942
127,623,102
-15%
0
0
13,051,748
11,977,108
13,051,748
11,977,108
0
0
Owner scope
“Operational control”
Consumption managed
and paid for by tenants
Like-for-like
Elec-LfL
79%
0%
0%
0
0
129,897,657
119,384,885
-8%
129,897,657
119,384,885
-8%
0
0
-8% DH&C-LfL
12,657,710
11,977,108
-5%
-8%
12,657,710
11,977,108
-5%
0
0
81,340,819
80,563,756
81,340,819
80,563,756
-1%
259
245
-5%
77,919,945
90,461,340
16%
77,919,945
90,461,340
16%
Fuels-LfL
INTENSITY (kWhfe m2/year)
-1%
CARBON – TOTAL DIRECT OR INDIRECT GREENHOUSE GAS EMISSIONS FROM BUILDINGS IN OPERATION
Carbon emissions are calculated according to the provisions of the Decree of 15 September 2006. The reduction in emissions since
2008 is significant taken in terms of both absolute volume and intensity. This improvement is due to a combination of the group’s carbon
policy, the acquisition of energy-efficient assets and changes to the energy mix to less carbon-intensive energy products. The coverage
of the reporting scope for carbon emissions is also 85%, since it is based on energy invoices. Like-for-like, the coverage rate is 79%
from one year to the next, with a carbon intensity ratio remaining at around 35 kgCO₂e/m2SHON/year.
Total emissions (Abs)
GRI 4
EPRA BPRs
Number of applicable assets
Coverage of reporting scope in area
(m2SHON)
1,027,278
Proportion of estimated data
Carbon intensity
(kgCO₂e/m2SHON/year)
CRE3
GHG-Int
GHG Protocol
Scope 1 – Total direct emissions
G4-EN15
GHG-Dir-Abs
Scope 2 – Total indirect emissions
G4-EN16
GHG-Indir-Abs
Scope 3 – Other emissions
2013
2014
385/477
343/426
85% 934,068
Total emissions (tCO₂e/year)
Change
(%)
2013
863,681
79%
0%
0%
0%
31
31
35.9
34.5
2013
2014
2013
2014
13%
Change
(%)
0
0
GHG-Dir-LfL
0
0
0
0
GHG-Indir-LfL
0
0
32,023
32,767
2% GHG-Indir-LfL
31,047
29,817
32,023
32,767
31,047
29,817
2.3%
230
Change
(%)
309/423
85%
CHANGE IN CARBON EMISSIONS 2014/2013
Foncière des Régions
2014
0%
(tCO₂e)
GHG-Indir-Abs
Like-for-like
Reference Document 2014
-4.0%
-4%
Change
(%)
-4%
Sustainable development
CSR performance
WATER – TOTAL WATER CONSUMPTION AND BUILDING WATER INTENSITY
Water used in the portfolio comes from a single source, municipal water supplies. Missing consumption data were not included in the
evaluation, with the exception of a hotel portfolio for which the volumes were calculated based on invoices (amounts in euro), taking an
average price per cubic metre of water of €1.83/m3 (based on INSEE data).
GRI 4 EPRA BPRs
Total water consumption (Abs)
Number of applicable assets
Coverage of scope (m2SHON)
Total water consumption (m )
2012
2013
NC
247/385
384/450
2014
343/426
8%
79%
87%
CRE2
Water-Int
2.34
1.76
1.50
1.99
G4-EN8
Water-Abs
250,847
1,285,048
1,583,643
1,836,643
3,135,588
1,626,643
1,820,279
2,180,821
WATER INTENSITY (m3/m2SHON/year)
3
2008
923,283
84%
Estimated water consumption
in vacant space (m3)
Total extrapolated water consumption (m3)
Water consumption – Like-for-like (LfL)
2014
2013
Number of applicable assets
328/423
Coverage of reporting scope in area (m2SHON)
898,406
Proportion of estimated data
82%
0%
WATER INTENSITY (m3/m2SHON/year)
Water consumption in cubic metres
like-for-like (m3)
G4-EN8
Water-LfL
2.01
1.98
1,807,012
1,776,191
CHANGE IN WATER INTENSITY 2014/2013
-2%
WASTE – TOTAL WEIGHT OF WASTE IN TONNES BY TYPE AND DISPOSAL METHOD
In France, the municipalities provide waste removal services. They provide no data with regard to the weight or exact disposal route.
Foncière des Régions is looking to identify the proportion of assets with selective waste collection.
GRI 4
Total waste production (Abs)
EPRA BPRs
Number of applicable assets
2013
2014
266/477
Coverage of scope (m2SHON and %)
258/426
60%
Estimated proportion
821,764
0%
TOTAL WASTE (tonnes)
G4-EN23
Waste-Abs
Rate of selective collection
Total production of waste – Like-for-like (LfL)
0%
NC
NC
100%
100%
2014
2013
Number of applicable assets
229/423
Coverage of scope (m SHON)
707,756
2
Proportion of estimated data
65%
0%
Rate of selective collection
100%
Foncière des Régions
231
Reference Document 2014
75%
2
2
Sustainable development
CSR performance
2.11.3.3. Logistic
In view of the assets disposed of in 2014, there are far fewer
assets included in the reporting for 2014 than in the prior year.
The reporting scope includes multi-let buildings owned in France
and managed by Foncière des Régions staff. The consumption
data appearing below relates exclusively to the operational
control scope. Consumption data of tenants in tenant areas
(energy) or concerning single-let buildings (all energy types) are
not dealt with here. Data is not adjusted for climate.
CERTIFICATIONS AND ACCREDITATION (CERT-TOT)
Since the disposal of the asset portfolio in 2014, Foncière des
Régions no longer holds certified and/or accredited logistics
assets.
ENERGY – DIRECT ENERGY CONSUMPTION BY PRIMARY ENERGY SOURCE AND ENERGY INTENSITY RATIO FOR BUILDINGS
IN OPERATION
The data below relates to landlord obtained energy in multi-let buildings.
It is difficult to compare consumption data between 2013 and 2014 since the facilities managed within the operational control scope
vary significantly from one asset to another (collective or individual heating, extent of exterior lighting, etc.), and the change in the size
of the portfolio. Moreover, a large percentage of the area in one of the assets was vacated and gas consumption fell by 25% at this site
as a result. The results are presented without climate adjustment.
GRI 4
EPRA BPRs
2012
2013
2014
Coverage of scope (m2SHON)
68%
75%
100%
Number of applicable assets
4/11
4/10
7/7
86
91
Intensity (kWhfe/m2SHON/year)
CRE1
Energy-Int
78
89
97
118
Total direct energy (kWhfe)
G4-EN3
Fuels-Abs
15,015,156
14,100,403
13,352,582
Natural gas (direct energy)
G4-EN3
Fuels-Abs
15,015,156
14,100,403
13,352,582
Fuel oil (direct energy)
G4-EN3
Fuels-Abs
0
0
0
Wood (direct energy)
G4-EN3
Fuels-Abs
0
0
0
Intensity (kWhpe/m2SHON/year)
Total indirect energy (kWhfe)
G4-EN3
Elec-Abs
1,406,287
2,846,573
3,027,432
Electricity (indirect energy)
G4-EN3
Elec-Abs
1,406,287
1,435,420
3,027,432
Renewable energy production
G4-EN3
Elec-Abs
0
0
0
o/w solar
0
0
0
o/w wind
0
0
0
o/w hydraulic
0
0
0
o/w geothermal
0
0
0
District heating and cooling
(indirect energy)
G4-EN3
Total energy consumption (kWhfe)
Total energy (GJ)
Total energy consumption (kWhpe)
Foncière des Régions
232
DH&C-Abs
0
1,411,153
0
16,421,443
16,946,976
16,380,014
59,117
61,009
58,968
18,643,376
19,214,940
21,163,357
Reference Document 2014
Sustainable development
CSR performance
The table below details the energy consumption paid for by the owner and reinvoiced for shared facilities and common areas in buildings.
The landlord does not invoice tenants for private energy consumption. The energy consumption paid for by the owner relates to shared
facilities, such as lighting and lifts and when provided on a collective basis: boiler, air conditioning, etc. on the basis of a breakdown of
charges between the tenants.
Total consumption (Abs)
EPRA BPRs
Number of applicable assets
Coverage of reporting scope in area (m2SHON)
Electricity
Owner scope
“Operational control”
District
heating
and
cooling
DH&CAbs
Owner scope
“Operational control”
Consumption
re-invoiced to tenants
Total Gas-Fuel oil-Wood
data collected, paid
by the owner
7/7
75%
Gas-Fuel
oil-Wood
Change
(%)
3,027,432
0
0
1,435,420
3,027,432
1,411,153
0
0
0
1,411,153
0
14,100,403
13,352,582
0
0
14,100,403
13,352,582
kWh
Fuels-Abs
129,719
72%
0%
111%
233
129,719
72%
0%
1,411,705
1,485,037
0
0
111%
1,411,705
1,485,037
5%
-100%
0
0
0%
0
0
-100%
0
0
0%
-5%
14,100,403
11,224,194
-20%
0
0
14,100,403
11,224,194
-,20%
120
98
-18%
Elec-LfL
DH&C-LfL
Fuels-LfL
-5%
Intensity (kWhfe/m2/year)
Foncière des Régions
(%)
3/6
179,260
100%
1,435,420
Change
2014
2013
0%
Elec-Abs
Total electricity
consumption paid
by the owner
Total district heating
and cooling consumption
data collected, paid
by the owner
4/10
0%
Owner scope
“Operational control”
Consumption
re-invoiced to tenants
2014
197,825
Proportion of estimated data
Consumption in tenant
areas re-invoiced
to tenants (metering)
2013
Like-for-like (LfL)
Reference Document 2014
5%
2
2
Sustainable development
CSR performance
CARBON – TOTAL DIRECT OR INDIRECT GREENHOUSE GAS EMISSIONS FROM BUILDINGS IN OPERATION
Carbon emissions are calculated using energy consumption data analysed above and therefore the reservations expressed concerning
the change to the portfolio and the partial vacancy of one of the assets also apply to carbon emissions. Total carbon emissions were
down 8.4% and fell 19.5% like-for-like.
Total emissions (Abs)
GRI 4
EPRA BPRs
Number of applicable assets
Coverage of reporting scope in area (m2SHON)
2014
4/10
7/7
197,825
Proportion of estimated data
Carbon intensity
(kgCO₂e/m2SHON/year)
2013
CRE3
GHG-Int
GHG Protocol
75%
G4-EN15
Scope 2 –
Total indirect emissions
G4-EN16
Scope 3 – Other emissions
179,260
100%
129,719
72% 129,719
72%
-25%
26.35
21.21
2014
Change
(%)
2013
2014
3,299
3,125
-5%
GHG-Dir-LfL
3,299
389
254
-35% GHG-Indir-LfL
119
0
0
GHG-Indir-LfL
0
3,688
CHANGE IN CARBON EMISSIONS 2014/2013
(%)
3/6
19
(tCO₂e)
Change
2014
2013
19
GHG-Indir-Abs
Total emissions (tCO₂e/year)
(%)
0%
GHG-Dir-Abs
GHG-Indir-Abs
Change
0%
2013
Scope 1 –
Total direct emissions
Like-for-like (LfL)
0%
3,379
0%
2,626
3,418
-8.4%
-20%
Change
(%)
-20%
125
5%
0
0%
2,751
-19.5%
WATER – TOTAL WATER CONSUMPTION AND BUILDING WATER INTENSITY
Water used in the portfolio comes from a single source, municipal water supplies.
Total water consumption (Abs)
GRI 4
EPRA BPRs
Number of applicable assets
Coverage of scope (m SHON)
Total water consumption (m )
3
2014
6/6
7/7
100%
100%
CRE2
Water-Int
0.12
0.16
G4-EN8
Water-Abs
31,401
28,034
2013
2014
2
WATER INTENSITY (m3/m2SHON/year)
2013
Water consumption – Like-for-like (LfL)
Number of applicable assets
6/7
Coverage of reporting scope in area (m2SHON)
126,376
Proportion of estimated data
70%
0%
WATER INTENSITY (m3/m2SHON/year)
Water consumption in cubic metres like-for-like (m )
G4-EN8
3
Water-LfL
CHANGE IN WATER INTENSITY 2014/2013
0.24
0.21
29,754
26,138
-12%
Foncière des Régions
234
Reference Document 2014
Sustainable development
CSR performance
WASTE – TOTAL WEIGHT OF WASTE IN TONNES BY TYPE AND DISPOSAL METHOD
As sorting is done by public authorities, it is not possible to obtain relevant information concerning waste tonnage. On the other hand,
selective collection is in operation for the entire reporting scope.
2.11.3.4. Residential Germany
In 2014, the group decided to monitor energy consumption and waste production in a representative sample of this residential portfolio.
Please see Chapter 2.6.3.1 for an explanation of this methodology. All reported consumption relates to the operational control scope.
CERTIFICATIONS AND ACCREDITATION (CERT-TOT)
German residential assets were purchased in operation and without certifications.
ENERGY – DIRECT AND INDIRECT ENERGY CONSUMPTION BY PRIMARY ENERGY SOURCE AND ENERGY INTENSITY RATIO
FOR BUILDINGS IN OPERATION (OPERATIONAL CONTROL SCOPE)
The data relates to the owner scope and is based on invoices with no estimates.
The results are presented without climate adjustment. In most cases, the tenants do not provide the data. Initial trends show a drop in
consumption without climate adjustment (down 12% like-for-like), due mainly to the mild weather in 2014.
2013
2014
Coverage of scope (m2SHON)
100%
100%
Number of applicable assets
124/124
126/126
GRI 4
CRE1
INTENSITY (kWhfe/m2SHON/year)
EPRA BPRs
Energy-int
INTENSITY (kWhpe/m2SHON/year)
276
243
289
256
Total direct energy (kWhfe)
G4-EN3
Fuels-Abs
13,588,755
12,067,178
Natural gas (direct energy)
G4-EN3
Fuels-Abs
13,091,173
11,599,963
Fuel oil (direct energy)
G4-EN3
Fuels-Abs
497,582
467,215
Wood (direct energy)
G4-EN3
Fuels-Abs
0
0
Total indirect energy (kWhfe)
G4-EN3
Elec-Abs
5,868,561
4,995,206
Electricity (indirect energy)
G4-EN3
Elec-Abs
255,855
257,046
Renewable energy production
G4-EN3
Elec-Abs
160,218
174,533
o/w solar
160,218
174,533
o/w wind
0
0
o/w hydraulic
0
0
o/w geothermal
0
0
District heating and cooling (indirect energy)
G4-EN3
DH&C-Abs
TOTAL ENERGY CONSUMPTION (kWhfe)
Total energy (GJ)
TOTAL ENERGY CONSUMPTION (kWhpe)
Foncière des Régions
235
Reference Document 2014
5,772,924
4,912,693
19,457,316
17,062,385
70,046
61,425
19,540,380
18,133,744
2
2
Sustainable development
CSR performance
Like-for-like (LfL)
Total consumption (Abs)
EPRA BPRs
Number of applicable assets
124/124
Coverage of reporting scope in area (m2)
69,212
Proportion of estimated data
255,855
District
heating and DH&C-Abs
cooling
Gas-Fuel
oil-Wood
69,212
0%
0.5%
100%
N/A
230,636
-10%
0%
255,855
257,046
0.5%
255,855
230,636
-10%
5,772,924 4,912,693
-15%
5,248,648
4,912,693
-6%
kWh
Owner scope “operational control”
Consumption re-invoiced to tenants
100%
N/A
Elec-LfL
Owner scope “operational control”
Total district heating and cooling
consumption data collected,
paid by the owner
69,212
Elec-Abs
Total electricity consumption
paid by the owner
Consumption re-invoiced to tenants
257,046
(%)
124/124
0%
255,855
Change
2014
2013
70,917
100%
100%
Owner scope “operational control”
Electricity
(%)
126/126
0%
Consumption in tenant areas
re-invoiced to tenants (metering)
Total Gas-Fuel oil-Wood data
collected, paid by the owner
2014
2013
Change
DH&C-LfL
5,772,924 4,912,693
-15%
5,248,648
4,912,693
-6%
13,588,755 12,067,178
-11%
13,588,755
11,572,047
-15%
13,588,755
11,572,047
-15%
275.86
241.51
-12%
Fuels-Abs
Fuels-LfL
13,588,755 12,067,178
-11%
INTENSITY (kWhfe/m2/year)
CARBON – TOTAL DIRECT OR INDIRECT GREENHOUSE GAS EMISSIONS FROM BUILDINGS IN OPERATION
(OPERATIONAL CONTROL SCOPE)
Carbon emissions are calculated according to energy invoices. Emissions fell 9.9% across the representative sample of assets, and by
13% like-for-like in assets for which data was obtained over a 24-month consecutive period.
Total emissions (Abs)
GRI 4
EPRA BPRs
Number of applicable assets
124/124
Coverage of reporting scope
in area (m2)
69,212
Proportion of estimated data
Carbon intensity
(kgCO₂e/m2SHON/year)
CRE3
GHG-Int
100%
70,917
100%
0%
0%
G4-EN15
GHG-Dir-Abs
Scope 3 – Other emissions
Total emissions (tCO₂e/year)
(tCO₂e)
GHG-Indir-Abs
69,212
100%
0%
0%
50
-13%
2014
Change
(%)
124/124
69,212
100%
0%
2014
Change
(%)
3,213
2,855
-11%
GHG-Dir-LfL
3,213
2,739
-15%
787
747
-5%
GHG-Indir-LfL
787
731
-7%
GHG-Indir-LfL
0
0
58
2013 2013
3,602
-9.9%
Foncière des Régions
Change
(%)
-12%
3,999
CHANGE IN CARBON EMISSIONS 2014/2013
2014
51
2013
Scope 2 – Total indirect emissions G4-EN16 GHG-Indir-Abs
2013
126/126
58
GHG Protocol
Scope 1 – Total direct emissions
2014
2013
Like-for-like (LfL)
Change
(%)
236
Reference Document 2014
3,999
0
3,469
-13%
Sustainable development
CSR performance
WATER – TOTAL WATER CONSUMPTION AND ASSET WATER INTENSITY (OPERATIONAL CONTROL SCOPE)
Water used in the portfolio comes from a single source, municipal water supplies.
Total water consumption (Abs)
GRI 4
EPRA BPRs
Number of applicable assets
2014
2013
124/124
Coverage of scope (m2SHON)
69,212
WATER INTENSITY (m /m2SHON/year)
3
Total water consumption (m3)
126/126
100%
70,917
100%
CRE2
Water-Int
1.61
1.70
G4-EN8
Water-Abs
111,654
120,394
Water consumption – Like-for-like (LfL)
Number of applicable assets
124/124
Coverage of reporting scope (m2SHON)
69,212
Proportion of estimated data
WATER INTENSITY (m3/m2SHON/year)
Water consumption in cubic metres
like-for-like (m3)
G4-EN8
Water-LfL
CHANGE IN WATER INTENSITY 2014/2013
100%
69,212
0%
0%
1.61
1.64
111,654
113,552
100%
2%
WASTE – TOTAL WEIGHT OF WASTE IN TONNES BY TYPE AND DISPOSAL METHOD (OPERATIONAL CONTROL SCOPE)
Waste data is collected in volume (litres) and converted to cubic metres in the table below. The data collected shows that waste production
remained practically stable year-on-year, with a slight 1.1% increase between 2013 and 2014.
Selective collection is in operation for all of the assets in the reporting sample.
Total waste production (Abs)
GRI 4
EPRA BPRs
Number of applicable assets
Coverage of scope (m2)
2013
2014
109/124
115/126
61,287
Estimated share
89%
64,789
0%
TOTAL WASTE (tonnes)
G4-EN23
Waste-Abs
9,168,068
100%
0%
9,462,180
of which recycled, re-used or composted waste
G4-EN23
Waste-Abs
of which incinerated
(including with energy recovery)
G4-EN23
Waste-Abs
N/A
N/A
of which landfill
G4-EN23
Waste-Abs
N/A
N/A
of which other disposal methods
G4-EN23
Waste-Abs
N/A
N/A
100%
100%
Rate of selective collection
N/A
91%
100%
N/A
Production of waste – Like-for-like (LfL)
Number of applicable assets
105/124
Coverage of scope (m2)
58,533
Proportion of estimated data
0%
Rate of selective collection
Total waste (tonnes)
85%
G4-EN23
Waste-LfL
0%
100%
100%
8,810,828
8,904,740
CHANGE IN TOTAL WASTE 2014/2013
1.1%
Foncière des Régions
237
58,533
Reference Document 2014
85%
2
2
Sustainable development
CSR performance
2.11.3.5. Residential France
CERTIFICATIONS AND ACCREDITATION (CERT-TOT)
French residential assets were purchased in operation and without building certification for the most part.
ENERGY – DIRECT AND INDIRECT ENERGY CONSUMPTION BY ENERGY SOURCE AND ENERGY INTENSITY RATIO
FOR FULLY-OWNED ASSETS (OPERATIONAL CONTROL SCOPE)
Consumption data is based on actual invoices obtained from the property management company or energy supply companies. No
estimates were made. Up a slight 1% like-for-like in the period 2013 to 2014 for electricity, consumption was stable overall for the
properties over which Foncière Développement Logements has operational control. District heating and gas usage declined significantly.
The fall in the former was due to a substantial reduction in one of the two assets supplied with district heating, while gas was lower,
because the supplier’s estimates in 2013 were far higher than the actual consumption metered in 2014.
GRI 4
EPRA BPRs
2013
2014
Coverage of scope (m SHAB)
100%
100%
Number of applicable assets
28/28
17/17
45
2
Intensity (kWhfe/m2SHAB/year)
CRE1
Energy-Int
67
85
65
Total direct energy (kWhfe)
G4-EN3
Fuels-Abs
1,996,029
591,803
Natural gas (direct energy)
G4-EN3
Fuels-Abs
1,996,029
591,803
Fuel oil (direct energy)
G4-EN3
Fuels-Abs
0
0
Wood (direct energy)
G4-EN3
Fuels-Abs
0
0
Intensity (kWhpe/m SHAB/year)
2
Total indirect energy (kWhfe)
G4-EN3
Elec-Abs
4,211,519
1,422,399
Electricity (indirect energy)
G4-EN3
Elec-Abs
1,064,430
557,075
Renewable energy production
G4-EN3
Elec-Abs
0
0
o/w solar
0
0
o/w wind
0
0
o/w hydraulic
0
0
o/w geothermal
District heating and cooling (indirect energy)
G4-EN3
DH&C-Abs
TOTAL ENERGY CONSUMPTION (kWhfe)
Total energy (GJ)
TOTAL ENERGY CONSUMPTION (kWhpe)
Foncière des Régions
238
Reference Document 2014
0
0
3,147,089
865,324
6,207,548
2,014,202
22,347
7,251
7,889,347
2,894,381
Sustainable development
CSR performance
Total consumption (Abs)
EPRA BPRs
28/28
Coverage of reporting scope in area
(m2SHAB)
92,902
Proportion of estimated data
100%
Electricity
44,859
100%
44,859
100%
44,859
0%
557,075
Change
(%)
17/17
0%
1,064,430
2014
2013
17/17
0%
Owner scope “Operational control”
Consumption in tenant areas
re-invoiced to tenants (metering)
Change
(%)
2014
2013
Number of applicable assets
Like-for-like (LfL)
-48%
Elec-Abs
100%
0%
562,480
557,075
-1%
Elec-LfL
Total electricity consumption
paid by the owner
1,064,430
557,075
- 48%
562,480
557,075
-1%
Owner scope “Operational control”
3,147,089
865,324
-73%
1,101,393
865,324
-21%
Consumption re-invoiced to tenants
Total district heating and cooling
consumption data collected,
paid by the owner
District
heating and DH&C-Abs
cooling
kWh
Owner scope Operational scope
Consumption re-invoiced to tenants
Total Gas-Fuel oil-Wood data
collected, paid by the owner
Gas-Fuel
oil-Wood
DH&C-LfL
3,147,089
865,324
-73%
1,101,393
865,324
-21%
1,996,029
591,803
-70%
731,894
591,803
-19%
591,803
-19%
Fuels-Abs
Fuels-LfL
1,996,029
591,803
-70%
731,894
53
INTENSITY (kWhfe/m2SHAB/year)
45
-16%
CARBON – TOTAL GREENHOUSE GAS EMISSIONS FROM FULLY-OWNED ASSETS (OPERATIONAL CONTROL SCOPE)
Carbon emissions are calculated according to actual energy consumption. Emissions were down in 2014, reflecting the policy of more
energy efficient facilities and the fact that fuel oil is no longer used in the buildings within the operational control scope.
Total emissions (Abs)
GRI 4
EPRA BPRs
28/28
92,902
Proportion of estimated data
Carbon intensity
(kgCO₂e/m2SHAB/year)
2014
2013
Number of applicable assets
Coverage of reporting scope
in area (m2SHAB)
100%
GHG-Int
2013
Scope 1 – Total direct emissions
G4-EN15
GHG-Dir-Abs
Scope 1 – Total indirect emissions
G4-EN16
GHG-Indir-Abs
Scope 3 – Other emissions
(tCO₂e)
GHG-Indir-Abs
CHANGE IN CARBON EMISSIONS 2014/2013
100%
44,859
0%
8
-35%
2014
Change
(%)
9.54
2013
239
7.80
-18%
2014
Change
(%)
467
138
-70%
GHG-Dir-LfL
171
138
-19%
211
-69% GHG-Indir-LfL
257
211
-18%
0
0
GHG-Indir-LfL
350
-69.7%
Foncière des Régions
100%
687
1,154
Total emissions (tCO₂e/year)
Change
(%)
17/17
0%
12
GHG Protocol
44,859
2014
2013
17/17
0%
CRE3
Like-for-like (LfL)
Change
(%)
Reference Document 2014
0
0
428
350
-18.3%
2
2
Sustainable development
CSR performance
WATER – TOTAL WATER CONSUMPTION AND INTENSITY RATIO FOR FULLY-OWNED BUILDINGS
(OPERATIONAL CONTROL SCOPE)
Water used in the portfolio comes from a single source, municipal water supplies.
Water is supplied by contracts to entire buildings. Invoices corresponding to consumption (common areas: cleaning, landscaped areas,
etc., and tenant areas) are paid by the landlord. The water is then re-invoiced to tenants in the form of charges. The consumption data
is based on the invoices provided by the water supply companies. The total water consumption ratio per m2 rose 15% for the portfolio,
which should be seen relative to the more modest 7% increase like-for-like.
GRI 4
Total water consumption (Abs)
EPRA BPRs
Number of applicable assets
Coverage of scope (m2SHAB)
2014
17/17
81,708
WATER INTENSITY (m /m SHAB/year)
3
2013
26/26
2
Total water consumption (m3)
100%
44,859
100%
CRE2
Water-int
1.14
1.31
G4-EN8
Water-Abs
93,130
58,826
Water consumption – Like-for-like (LfL)
Number of applicable assets
17/17
Coverage of reporting scope (m2SHAB)
44,859
Proportion of estimated data
0%
1.23
WATER INTENSITY (m3/m2SHAB/year)
Water consumption in cubic metres
like-for-like (m3)
G4-EN8
Water-LfL
1.31
55,083
58,826
CHANGE IN WATER INTENSITY 2014/2013
7%
WASTE – TOTAL WEIGHT OF WASTE IN TONNES BY TYPE AND DISPOSAL METHOD (OPERATIONAL CONTROL SCOPE)
It is difficult to quantify production of waste insofar as the information is not available from the majority of public waste management
companies. The only information that can be reported for all of the assets within the reporting scope is the rate of selective collection,
which amounted to 88% in 2014.
Total waste production (Abs)
GRI 4
EPRA BPRs
Number of applicable assets
Coverage of scope (m SHAB)
2013
2014
28/28
17/17
92,902
2
Estimated share
100%
0%
G4-EN23
TOTAL WASTE (tonnes)
Waste-Abs
44,859
0%
N/A
N/A
of which recycled, re-used or composted waste
G4-EN23
Waste-Abs
N/A
N/A
of which incinerated (including with energy recovery)
G4-EN23
Waste-Abs
N/A
N/A
of which landfill
G4-EN23
Waste-Abs
N/A
N/A
of which other disposal methods
G4-EN23
Waste-Abs
N/A
N/A
87%
88%
Rate of selective collection
Production of waste – Like-for-like (LfL)
Number of applicable properties
17/17
Coverage of scope (m2SHAB)
44,859
100%
Proportion of estimated data
0%
0%
Rate of selective collection
88%
88%
Total waste (tonnes)
G4-EN23
Waste-LfL
N/A
CHANGE IN TOTAL WASTE 2014/2013
N/A
N/A
Foncière des Régions
240
Reference Document 2014
100%
Sustainable development
CSR performance
2.11.3.6. Headquarters
CERTIFICATIONS AND ACCREDITATION (CERT-TOT): 100%
The three assets occupied by Foncière des Régions’ teams in France have the following certifications: HQE for the Divo building in Metz,
and BREEAM In-Use for 10 and 30 avenue Kléber in Paris, which brings to 100% the number of certified corporate buildings.
ENERGY – DIRECT AND INDIRECT ENERGY CONSUMPTION BY ENERGY SOURCE AND ENERGY INTENSITY RATIO
FOR “CORPORATE” BUILDINGS OCCUPIED BY FONCIÈRE DES RÉGIONS’ TEAMS (OPERATIONAL CONTROL SCOPE)
Consumption data is based on actual invoices obtained from the property management company or energy supply companies. The area
was adjusted in one of the assets to reflect common areas used by tenants, which increased the total by 6%. No estimates were made.
The results are presented without climate adjustment. Consumption remained stable in the 2013 to 2014 period.
GRI 4
EPRA BPRs
Coverage of scope (m2SHON)
Number of applicable assets
2014
2013
6,721
100%
3/3
Intensity (kWhfe/m2SHON/year)
CRE1
Energy-Int
Intensity (kWhpe/m SHON/year)
2
7,196
100%
3/3
230
230
426
424
Total direct energy (kWhfe)
G4-EN3
Fuels-Abs
378,001
389,820
Natural gas (direct energy)
G4-EN3
Fuels-Abs
378,001
389,820
Fuel oil (direct energy)
G4-EN3
Fuels-Abs
0
0
Wood (direct energy)
G4-EN3
Fuels-Abs
0
0
Total indirect energy (kWhfe)
G4-EN3
Elec-Abs
1,166,536
1,262,887
Electricity (indirect energy)
G4-EN3
Elec-Abs
836,788
886,318
Renewable energy production
G4-EN3
Elec-Abs
0
0
District heating and cooling (indirect energy)
G4-EN3
DH&C-Abs
329,748
376,570
1,544,537
1,652,707
5,560
5,950
2,866,663
3,053,089
TOTAL ENERGY CONSUMPTION (kWhfe)
Total energy (GJ)
TOTAL ENERGY CONSUMPTION (kWhpe)
Foncière des Régions
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CSR performance
The table below shows that the surface areas owned as of 2014 increased slightly as a result of incorporating the private use of some
of the surface area in the Metz building. Accordingly, like-for-like calculations are based on the new total surface area (i.e. 7,196 m2).
Total consumption (Abs)
EPRA BPRs
Number of applicable assets
3/3
Number of applicable assets in area (m2SHON)
6,721
Proportion of estimated data
Change
(%)
3/3
100%
7,196
0%
836,788
Electricity
7,196
2014
2013
3/3
100%
0%
Owner scope
“Operational control”
Consumption in tenant
areas re-invoiced to tenants
(metering)
2014
2013
Like-for-like (LfL)
Change
(%)
100%
0%
886,318
6%
0%
889,385
886,318
0.3%
Elec-LfL
Elec-Abs
Total electricity consumption
paid by the owner
836,788
886,318
6%
889,385
886,318
0.3%
Owner scope
“Operational control”
329,748
376,570
14%
260,224
376,570
45%
Consumption
re-invoiced to tenants
Total district heating
and cooling consumption
data collected and paid
by the owner
District
heating and DH&C-Abs
cooling
Owner scope
“Operational control”
Consumption
re-invoiced to tenants
Total Gas-Fuel oil-Wood data
collected, paid by the owner
Gas-Fuel
oil-Wood
kWh
DH&C-LfL
329,748
376,570
14%
260.224
376.570
45%
378,001
389,820
3%
405,517
389,820
-4%
405,517
389,820
-4%
216
229
6%
Fuels-Abs
Fuels-LfL
378,001
389,820
3%
INTENSITY (kWhfe/m2SHON/year)
Foncière des Régions
242
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CSR performance
CARBON – TOTAL DIRECT OR INDIRECT GREENHOUSE GAS EMISSIONS FROM CORPORATE BUILDINGS
(OPERATIONAL CONTROL SCOPE)
The increase in carbon emissions like-for-like was generated by higher usage of district heating and cooling in 2014 compared with the
previous year, in line with occupant demand.
Total emissions (Abs)
GRI 4
EPRA BPRs
2014
2013
Number of applicable assets
3/3
Coverage of reporting scope
in area (m2SHON)
Like-for-like (LfL)
Change
(%)
3/3
Proportion of estimated data
CRE3
GHG-Int
Scope 1 –
Total direct emissions
G4-EN15
GHG-Dir-Abs
Scope 2 –
Total indirect emissions
G4-EN16 GHG-Indir-Abs
Change
(%)
3/3
6,721 100% 7,196 100%
Building carbon
(kgCO₂e/m2SHON/year)
2014
2013
7,196 100%
0%
0%
0%
0%
28
33
18%
30
33
8%
91
23%
GHG-Dir-LfL
95
91
-3.9%
111
146
0
0
32% GHG-Indir-LfL
124
146
18%
GHG-Indir-LfL
0
0
GHG Protocol:
Scope 3 – Other emissions
74
(tCO₂e)
GHG-Indir-Abs
Total emissions (tCO₂ e/year)
185
CHANGE IN CARBON EMISSIONS 2014/2013
237
219
28.2%
237
8.3%
WATER – TOTAL WATER CONSUMPTION AND CORPORATE BUILDING WATER INTENSITY (OPERATIONAL CONTROL SCOPE)
Water used in the portfolio comes from a single source, municipal water supplies.
Water consumption data was collected for all three Foncière des Régions locations in 2014: in addition to the two buildings in Paris, for
which water consumption remained stable at around 25 m3/m2SHON/year), data was also compiled for water volumes consumed in the
Metz building. Landscaped areas on terraces go some way to explaining the increase in total consumption in 2014.
Total water consumption (Abs)
GRI 4 EPRA BPRs
Number of applicable assets
Coverage of scope (m SHON)
2013
2014
3/3
3/3
6,721
2
WATER INTENSITY (m3/m2SHON/year)
Total water consumption (m3)
100%
7,196
CRE2
Water-Int
0.20
0.31
G4-EN8
Water-Abs
1,317
2,254
Water consumption – Like-for-like (LfL)
Number of applicable assets
2/3
Coverage of reporting scope (m SHON)
5,475
2
76%
Proportion of estimated data
0%
0%
WATER INTENSITY (m2/m2SHON/year)
0.24
0.25
1,290
1,368
Water consumption in cubic metres
like-for-like (m3)
G4-EN3
Water-LfL
CHANGE IN WATER INTENSITY 2014/2013
6%
Foncière des Régions
243
Reference Document 2014
100%
2
2
Sustainable development
CSR performance
WASTE – TOTAL WEIGHT OF WASTE IN TONNES BY TYPE AND DISPOSAL METHOD FOR CORPORATE BUILDINGS
(OPERATIONAL CONTROL SCOPE)
Tonnage of waste produced by the two assets in Paris is monitored monthly, as well as the total paper and cardboard (100% recycled). A
large volume of paper was disposed of in 2013 as a result of reorganising the teams and the layout of the offices. This tonnage dropped
sharply in 2014, as shown in the table below.
Total waste production (Abs)
GRI 4
EPRA BPRs
2014
2013
Number of applicable assets
2/2
Coverage of scope (m2SHON)
5,475
Total waste (tonnes)
G4-EN23
Waste-Abs
56
of which recycled, re-used or composted waste
G4-EN23
Waste-Abs
43.68
of which incinerated (including with energy recovery)
G4-EN23
Water-Abs
0
of which landfill
G4-EN23
Water-Abs
0
of which other disposal methods
G4-EN23
Waste-Abs
12.32
Rate of selective collection
100%
5,475
100%
33
78%
20.94
63%
0
0
22%
100%
12.56
37%
100%
Production of waste – Like-for-like (LfL)
Number of applicable assets
2/2
Coverage of scope (m SHON)
5,475
2
Proportion of estimated data
Rate of selective collection
Total waste (tonnes)
G4-EN23
of which recycled, re-used or composted waste
0%
0%
100%
100%
Waste-LfL
56
43.68
of which incinerated (including with energy recovery)
100%
78%
0
of which landfill
12.32
CHANGE IN TOTAL WASTE 2014/2013
0
22%
-40.1%
Foncière des Régions
244
Reference Document 2014
63%
0
0
of which other disposal methods
33
20.94
12.56
37%
Sustainable development
CSR performance
2.11.3.7. Beni Stabili
CERTIFICATIONS AND ACCREDITATION (CERT-TOT)
The rate of building certification for the EPRA Cert-Tot indicator is detailed in the Beni Stabili Sustainable Development Report.
ENERGY – DIRECT AND INDIRECT ENERGY CONSUMPTION BY ENERGY SOURCE AND ENERGY INTENSITY RATIO
FOR FULLY-OWNED BUILDINGS (OPERATIONAL CONTROL SCOPE)
Consumption data is based on actual invoices obtained from the property management company or energy supply companies.
The results are presented without climate adjustment.
Consumption of gas in 2013 was invoiced on an estimated basis using the metering method. Following improvements to this method,
2013 and 2014 invoices were updated. Consumption like-for-like takes this adjustment into account, but total 2013 consumption remains
unchanged in the energy and carbon reporting tables below.
GRI 4
EPRA BPRs
Coverage of scope (m2GLA)
Number of applicable assets
2014
2013
111,945
100%
16/16
Intensity (kWhfe/m GLA/year)
CRE1
2
Energy-Int
Intensity (kWhpe/m2GLA/year)
150,683
95%
18/19
81
95
162
146
TOTAL DIRECT ENERGY (kWhfe)
G4-EN3
Fuels-Abs
1,324,757
7,861,362
Natural gas (direct energy)
G4-EN3
Fuels-Abs
747,077
7,038,072
Fuel oil (direct energy)
G4-EN3
Fuels-Abs
577,680
823,290
Wood (direct energy)
G4-EN3
Fuels-Abs
0
0
TOTAL INDIRECT ENERGY (kWhfe)
G4-EN3
Elec-Abs
7,724,192
6,478,730
Electricity (indirect energy)
G4-EN3
Elec-Abs
7,724,192
6,478,730
Renewable energy production
G4-EN3
Elec-Abs
0
0
o/w solar
0
0
o/w wind
0
0
o/w hydraulic
0
0
0
0
0
0
9,048,949
14,340,092
o/w geothermal
District heating and cooling (indirect energy)
G4-EN3
DH&C-Abs
Total energy consumption (kWhfe)
Total energy (GJ)
Total energy consumption (kWhpe)
32,576
51,624
18,163,496
21,984,993
The coverage of the reporting scope was 100% in 2013 and 95% in 2014. Consumption was down 9% like-for-like.
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CSR performance
Total consumption (Abs)
EPRA BPRs
2014
2013
16/16
Number of applicable assets
Coverage of reporting scope
in area (m2GLA)
111,945
Proportion of estimated data
100% 150,683
Owner scope “operational control”
Electricity
Total district heating and cooling
consumption data collected,
paid by the owner
116,665
100%
N/A
5,629,404
5,032,101
-11%
0
0
0%
0
7,724,192
6,478,730
5,629,404
5,032,101
0
0
0
0
0
0
0
0
0
Gas-Fuel
oil-Wood
100%
0%
0
Elec-LfL
DH&C-LfL
0
1,324,757
Consumption re-invoiced to tenants
116,665
6,478,730
kWh
Owner scope “operational control”
Total Gas-Fuel oil-Wood data
collected, paid by the owner
95%
7,861,362
Change
(%)
N/A
7,724,192
Owner scope “operational control”
District
heating and DH&C-Abs
cooling
2014
2013
14/14
0%
Elec-Abs
Total consumption of electricity
paid by the owner
Consumption re-invoiced to tenants
Change
(%)
18/19
0%
Consumption in tenant areas
re-invoiced to tenants (metering)
Like-for-like (LfL)
0
0
6,957,713
6,446,045
0
0
-11%
-7%
0
0
1,324,757
7,861,362
6,957,713
6,446,045
-7%
INTENSITY (kWhfe/m2GLA/year)
108
98
-9%
Fuels-Abs
Fuels-LfL
CARBON – TOTAL GREENHOUSE GAS EMISSIONS FROM FULLY-OWNED ASSETS (OPERATIONAL CONTROL SCOPE)
Carbon emissions are calculated based on energy invoices. Emissions fell 9.3% like-for-like, a performance related directly to lower
consumption.
Total emissions (Abs)
GRI 4
EPRA BPRs
Number of applicable assets
16/16
Coverage of reporting scope
in area (m2GLA)
111,945
Proportion of estimated data
CARBON INTENSITY
(KgCO₂e/m2GLA/year)
CRE3
100%
G4-EN15
Scope 3 – Other emissions
Total emissions (tCO₂e/year)
116,665
39
29
-25%
2014
Change
(%)
GHG-Dir-Abs
Scope 2 – Total indirect emissions G4-EN16 GHG-Indir-Abs
14/14
0%
2013
(tCO₂e)
GHG-Indir-Abs
116,665
0%
0%
25
22
2014
2013
100%
-9%
Change
(%)
311
1,624
422%
GHG-Dir-LfL
1,517
1,410
-7%
2,807
-32%
GHG-Indir-LfL
2,439
2,180
-11%
0
0
GHG-Indir-LfL
0
0
4,430
3,956
0.4%
Foncière des Régions
100%
4,102
4,413
CHANGE IN CARBON EMISSIONS 2014/2013
Change
(%)
2014
2013
18/19
150,683
95%
0%
GHG-INT
GHG Protocol
Scope 1 – Total direct emissions
2014
2013
Like-for-like (LfL)
Change
(%)
246
3,590
-9.3%
Reference Document 2014
Sustainable development
CSR performance
WATER – TOTAL WATER CONSUMPTION AND INTENSITY RATIO FOR FULLY-OWNED BUILDINGS
(OPERATIONAL CONTROL SCOPE)
Water used in the portfolio comes from a single source, municipal water supplies. The increase across the entire reporting scope should
be seen relative to the like-for-like 7% increase.
Total water consumption (Abs)
GRI 4
EPRA BPRs
Number of applicable assets
Coverage of scope (m GLA)
Total water consumption (m3)
2014
14/16
15/19
106,134
2
WATER INTENSITY (m3/m2GLA/year)
2013
CRE2
Water-Int
G4-EN8
Water-Abs
95%
139,098
0.92
1.26
97,247
175,071
93%
Water consumption – Like-for-like (LfL)
12/14
Number of applicable assets
Coverage of reporting scope (m2 GLA)
108,650
Proportion of estimated data
Water intensity (m3/m2GLA/year)
Water consumption like-for-like (m3)
93%
0%
G4-EN8
Water-LfL
108,650
1.04
1.12
113,446
121,199
CHANGE IN WATER INTENSITY 2014/2013
93%
0%
7%
WASTE – TOTAL WEIGHT OF WASTE IN TONNES BY TYPE AND DISPOSAL METHOD
Selective collection is available in an increasing number of assets included in the reporting scope (40% at end 2014) and waste is
collected for recycling and composting.
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CSR performance
2.11.3.8. Urbis Park
Reporting was carried out for 17 managed sites as of 31 December 2014 through a Public Service Delegation, a concession or a
commercial lease for parking spaces. The ratios are expressed per parking space and not per m2 to reflect the particular characteristics
of this business. Assets delivered or disposed of during the year are excluded from the reporting scope. In the same way, assets under
lease contracts are not used as the Urbis Park corporate purpose does not include work and operations. This reporting is based on the
periods of 1 October N to 1/30 September N, i.e. 12 months on a sliding scale.
There are no tenant areas in the car parks. Consumption therefore exclusively concerns the scope of management of Urbis Park staff,
within the scope covered by the EPRA recommendations (in blue in the tables).
CERTIFICATIONS AND ACCREDITATION (CERT-TOT)
In France, there is no system of certification covering the construction or operation of car parks.
ENERGY – DIRECT AND INDIRECT ENERGY CONSUMPTION BY PRIMARY ENERGY SOURCE AND ENERGY INTENSITY RATIO
FOR BUILDINGS IN OPERATION (OPERATIONAL CONTROL SCOPE)
Electricity was the only energy consumed in the Urbis Park portfolio in 2011 and 2012. Due to the absence of air conditioning and heating,
electricity consumption does not take into account adjustments for climate conditions. The actions taken on the portfolio including audits,
replacement of lighting, etc. resulted in a reduction in consumption of 9% between 2012 and 2013.
GRI 4
EPRA BPRs
Coverage of scope (m2SHON)
Number of applicable assets
Intensity (kWfe/parking space/year)
CRE1
2012
2013
2014
100%
100%
100%
18/18
17/17
17/17
739
605
575
1,905
1,561
1,483
Energy-Int
Intensity(kWpe/parking space/year)
Total direct energy (kWhfe)
G4-EN3
Fuels-Abs
0
0
0
Natural gas (direct energy)
G4-EN3
Fuels-Abs
0
0
0
Fuel oil (direct energy)
G4-EN3
Fuels-Abs
0
0
0
Wood (direct energy)
G4-EN3
Fuels-Abs
0
0
0
Total indirect energy (kWhfe)
G4-EN3
Elec-Abs
8,383,465
6,603,956
5,807,906
Electricity (indirect energy)
G4-EN3
Elec-Abs
8,383,465
6,603,956
5,807,906
Renewable energy production
G4-EN3
Elec-Abs
0
0
0
District heating and cooling (indirect energy)
G4-EN3
DH&C-Abs
TOTAL ENERGY CONSUMPTION (kWhfe)
Total energy (GJ)
TOTAL ENERGY CONSUMPTION (kWhpe)
Foncière des Régions
248
0
0
0
8,383,465
6,603,956
5,807,906
30,180
23,774
20,908
21,629,340
17,038,206
14,984,396
Reference Document 2014
Sustainable development
CSR performance
Total consumption (Abs)
EPRA BPRs
2013
Number of applicable assets
17/17
Coverage of reporting scope (number of parking spaces)
10,913
Consumption in tenant areas
re-invoiced to tenants (metering)
Change
(%)
2014
15/15
10,103
100%
0%
0%
0%
6,603,956 5,807,906
-12%
Electricity Elec-Abs
6,603,956 5,807,906
Owner scope Operational scope
0
District
heating
DH&C-Abs
and
cooling
Total district heating and cooling
consumption data collected,
paid by the owner
Total Gas-Fuel oil-Wood data collected,
paid by the owner
100%
9,280
100%
N/A
5,403,759
5,375,479
-0.5%
5,403,759
5,375,479
-0.5%
0
0
0%
-12%
0%
0
kWh
0%
DH&C-LfL
Operational control by owner scope
Consumption re-invoiced to tenants
9,280
N/A
Elec-LfL
Total electricity consumption
paid by the owner
Consumption re-invoiced
to tenants
Change
(%)
2014
2013
17/17
100%
Proportion of estimated data
Owner scope Operational scope
Like-for-like (LfL)
0
0
0%
0
0
0%
0
0
0%
0
0
0%
Gas-Fuel
Fuels-Abs
oil-Wood
Fuels-LfL
0
0
0%
INTENSITY (kWfe/parking space/year)
0
0
0%
582
579
-0.5%
CARBON – TOTAL GREENHOUSE GAS EMISSIONS FROM FULLY-OWNED ASSETS (OPERATIONAL CONTROL SCOPE)
Total direct and indirect and greenhouse gas emissions from buildings in operation.
In as much as the sites use a single type of energy utility, the drop observed in carbon emissions is the same as for energy consumption,
i.e. 1% like-for-like between 2013 and 2014.
Total emissions (Abs)
GRI 4
EPRA BPRs
Number of applicable assets
17/17
Coverage of scope
of reporting (number
of parking spaces)
10,913
Proportion of estimated data
Carbon intensity
(kgCO₂e/parking space/year)
CRE3
100%
G4-EN15
Scope 3 – Other emissions
15/15
10,103
100%
9,280
0%
51
48
-5%
2014
Change
(%)
GHG-Dir-Abs
(tCO₂e)
GHG-Indir-Abs
100%
100%
0%
49
49
-1%
Change
(%)
2014
2013
0
0
GHG-Dir-LfL
0
0
555
488
-12% GHG-Indir-LfL
454
452
-1%
-1%
0
0
0% GHG-Indir-LfL
0
0
0%
0%
-12.1%
Foncière des Régions
9,280
0%
Total emissions (tCO₂e/year)
CHANGE IN CARBON EMISSIONS 2014/2013
Change
(%)
2014
2013
17/17
2013
Scope 2 – Total indirect emissions G4-EN16 GHG-Indir-Abs
Change
(%)
0%
GHG-Int
GHG Protocol
Scope 1 – Total direct emissions
2014
2013
Like-for-like (LfL)
249
-1%
Reference Document 2014
0%
2
2
Sustainable development
CSR performance
WATER – TOTAL WATER CONSUMPTION AND INTENSITY RATIO FOR FULLY-OWNED BUILDINGS
(OPERATIONAL CONTROL SCOPE)
Water used in the portfolio comes from a single source, municipal water supplies. Quantities of water consumed in car parks are very
low, as shown below.
GRI 4
Total water consumption (Abs)
EPRA BPRs
Number of applicable assets
Coverage of scope (parking space)
Total water consumption (m )
2013
2014
16/16
15/15
15/17
100%
100%
90%
CRE2
Water-Int
0.23
0.19
0.17
G4-EN8
Water-Abs
2,590
2,057
1,590
2013
2014
WATER INTENSITY (m3/parking space/year)
3
2012
Water consumption – Like-for-like (LfL)
Number of applicable assets
(number of buildings)
14/15
Number of applicable assets
(number of parking space)
93%
Proportion of estimated data
Water intensity (m /parking space/year)
3
Water consumption in cubic metres
like-for-like (m3)
G4-EN8
Water-LfL
CHANGE IN WATER INTENSITY 2014/2013
0%
0%
0.20
0.17
1,696
1,426
-16%
WASTE – TOTAL WEIGHT OF WASTE IN TONNES BY TYPE AND DISPOSAL METHOD (OPERATIONAL CONTROL SCOPE)
Volumes of waste collected in car parks are negligible and are not included in reported data. Furthermore, waste in all car parks
included in the reporting scope is removed by municipal services who do not communicate any data relating to tonnage collected and
proportions recycled or incinerated.
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CSR performance
2.11.4. Social indicators
2.11.4.1. ESU Foncière des Régions
GRI 4
2012
2013
2014
290
290
277
Permanent
95%
93.1%
92.1%
Men
46%
44%
45%
Women
54%
56%
55%
2%
3.4%
1.8%
Men
50%
60%
20%
Women
50%
40%
80%
3%
3.4%
6.1%
63%
10%
18%
Numbers of employees
Temporary
Total workforce by type
of employment contract
broken down by gender
CAP (vocational training certificate)
Men
Total workforce by type
of job broken down
by gender
Distribution of workforce
by geographic area
and broken down by gender
Women
38%
90%
82%
Full-time
92%
90%
90%
Men
50%
46%
47%
Women
50%
54%
53%
8%
10%
10%
Men
13%
17%
10%
Women
88%
83%
90%
Paris
70%
70%
71%
Men
47%
43%
44%
Women
53%
57%
56%
Metz
23%
23%
23%
Men
46%
45%
43%
Women
54%
55%
57%
Part-time
G4-10
Regional offices
Breakdown of workforce
by professional category
6%
7%
5%
Men
44%
40%
40%
Women
56%
60%
60%
Managers
70%
71%
73%
Men
55%
51%
51%
Women
45%
49%
49%
Supervisors
18%
17%
16%
Men
25%
24%
23%
Women
75%
76%
77%
7%
8%
9%
Men
40%
17%
20%
Women
60%
83%
80%
4%
4%
3%
Men
23%
25%
25%
Women
77%
75%
75%
Employees
Building caretakers
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Sustainable development
CSR performance
2012
2013
2014
Breakdown of workforce
by gender
Men
47%
43%
43%
Women
53%
57%
57%
Breakdown
of managerial staff
Men Managers
63%
58%
58%
Women Managers
37%
42%
42%
Makeup of Governance
bodies (Committee
or Council in charge
of Strategic Leadership,
Control, Management)
G4-LA12
Men in Governance bodies
See Chapter 2.10.2.1 on Governance
Women in Governance bodies
Breakdown of workforce
by age group
Age < 30
14%
16%
19%
30-50 years old
65%
63%
58%
Age > 50
21%
21%
23%
54
26
36
6%*
9.4%
8.5%*
7%
5.4%
5.5%
Women
10%
4.0%
7.8%
Age < 30
2%
1%
2%
30-50 years old
8%
5%
7%
Total Permanent Contract departures
Rate of Permanent contract departure turnover
Staff turnover M/W
Men
Turnover by age group
Age > 50
Turnover by geographic area
G4-LA1
Turnover rate
for less than 2 year
Rate of new hires
by contract type
Average number of hours
of training per employee
by gender and professional
category
Percentage of employees
receiving regular
performance and career
development reviews,
by gender and professional
category
*
7%
3%
4%
Paris
11%
6%
9%
Metz
2%
1%
1%
Regional offices
4%
2%
3%
Rate of permanent contract departure turnover
after less than 2 years
9%
10.0%
17.6%
Total entries (first contract for staff position
excluding replacement caretaker staff)
58
50
57
Total recruitment permanent contracts
17
20
21
7
6
Of which Youth Policy
(summer jobs or apprentices)
23
26
Of which medium term/
replacement temporary contracts
14
10
Of which conversion to permanent contract
G4-LA9
G4-LA11
Per employee
22.4
17.6
20.0
Per man
22.4
18.3
23.0
Per woman
22.4
17.0
18.0
Per manager
22.9
18.4
21
Per supervisor
22.4
19.7
20
Per employee
17.0
7.1
10
Total
96%
99%
98%
Per man
46%
45%
44%
Per woman
50%
54%
55%
Per manager
72%
Per supervisor
17%
Per employee
9%
Turnover including the impacts of disposals and transfers of building caretakers was 17% in 2012 and 13.3% in 2014.
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CSR performance
Rate of absenteeism
by geographic area
and broken down by gender
2012
2013
2014
Total
2.4%
2.9%
2.6%
Men
0.6%
0.8%
0.9%
Women
1.7%
2.1%
1.8%
Paris
1.7%
1.6%
1.5%
Metz
0.4%
0.6%
0.6%
Regional offices
0.3%
0.7%
0.6%
1.38%
0.69%
0.72%
0.03
0.01
0.05
Total
Severity rate
Work accident rate
by geographic area
and broken down by gender
G4-LA6
Occupational illness rate
by geographic area
and broken down by gender
Percentage of all employees
covered by collective
bargaining agreements
Frequency rate
2.13
4.55
2.36
Men
0.3%
0.2%
0.4%
Women
1.0%
0.5%
0.4%
Paris
1.0%
0.5%
0.7%
Metz
0.0%
0.0%
0.0%
Regional offices
0.3%
0.2%
0.0%
Total
0%
0%
0%
Men
0%
0%
0%
Women
0%
0%
0%
Paris
0%
0%
0%
Metz
0%
0%
0%
Regional offices
0%
0%
0%
100%
100%
100%
Base salary for men (average)
(before vocational training certificate contracts
(CAP) and suspension)
63,229
62,411
64,727
Base salary for women (average)
(before vocational training certificate contracts
(CAP) and suspension)
44,041
45,594
47,517
0.70
0.73
0.73
Base salary, men, executive
68,973
67,923
69,204
Base salary, women, executive
53,503
57,757
55,525
Executive women-to-men ratio
0,78
0.85
0,80
Average base salary, men, supervisors
31,345
32,133
33,848
Average base salary, women, supervisors
31,563
31,722
31,971
G4-11
M/W ratio (excluding vocational training
certificate contracts and suspension of contract)
Ratio between the base
salary and remuneration
for women compared
with the ratio for men,
by professional category
and by main operating site
G4-LA13
Ratio M/W Supervisors
1.01
0.99
0.94
Base salary, men, office staff
24,193
24,345
26,064
Base salary, women, office staff
24,200
23,536
24,635
Office staff women-to-men ratio
1.00
0.97
0,95
Average base salary, men, property agent
25,988
26,846
29,495
Average base salary, women, property agent
22,483
26,339
25,097
0.87
0.98
0.85
Ratio M/W property agent
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Sustainable development
CSR performance
2012
2013
2014
19%
18%
17%
8%
10%
9%
Men
11%
9%
7%
Number of employees who had children during
the year
6.6%
5.9%
6.5%
Women
3.1%
3.4%
4.0%
Men
3.4%
2,4%
2.5%
Employees who took parental leave (worked part
time or took full parental leave)
21%
19%
44%
Women
44%
33%
55%
0%
0%
29%
Employees who returned to their jobs (full-time)
74%
81%
56%
Women
44%
67%
45%
0%
100%
71%
Employees who returned to work following
parental leave (excluding renewals)
100%
100%
100%
Women
100%
100%
100%
-
-
100%
100%
100%
100%
Number of employees with right to parental
leave (with children younger than 3 years)
Women
Return to work and retention
rates after parental leave,
by gender
G4-LA3
Men
Men
Men
Percentage of total workforce
represented in mixed
Management-employee
committees for health and
safety at work monitoring
and submitting opinions on
the Health and Safety at Work
(HSW) programme
G4-LA5
% of employees
who received training
Foncière des Régions indicators
92%
90%
95%
% of payroll
dedicated to training
Foncière des Régions indicators
4%
3.38%
3.48%
Internal mobility
Foncière des Régions indicators
18
18
14
Loans to personnel
(% of employees who took out
loans compared to total staff)
Foncière des Régions indicators
5%
5%
3%
Works Council subsidies
(percent of payroll)
Foncière des Régions indicators
2%
2%
2%
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2.11.4.2. Immeo AG
As at 31 December 2014, Immeo AG was staffed by 388 employees, most of whom are located in Oberhausen. In 2014, 37 new employees
were taken on, mainly to run the agencies in Berlin, Dresden and Leipzig in order to extend the local administration of buildings. As
Immeo AG is not a member of the Foncière des Régions economic and social unit (ESU) the company has its own HR policy.
G4-10 AND G4-LA12: TOTAL WORKFORCE BY TYPE OF EMPLOYMENT CONTRACT, BY PROFESSIONAL CATEGORY
AND TYPE OF JOB, DIVIDED INTO MEN AND WOMEN, BROKEN DOWN BY GENDER AND AGE GROUP
GRI 4
Total workforce by type of
employment contract broken
down by gender
Total workforce by type of
job broken down by gender
G4-10
2012
2013
2014
Numbers of employees
369
372
388
Permanent
76%
75%
74%
Men
58%
59%
57%
Women
43%
41%
43%
Temporary
22%
23%
23%
Men
47%
32%
40%
Women
53%
68%
60%
CAP
2%
2%
2%
Men
20%
20%
10%
Women
80%
80%
90%
Full-time
89%
88%
90%
Men
61%
59%
59%
Women
39%
41%
41%
Part-time
11%
12%
10%
5%
9%
20%
95%
91%
80%
5%
4%
Men
88%
88%
Women
12%
12%
2%
2%
Men
86%
78%
Women
14%
22%
Employees
82%
83%
Men
45%
46%
Women
55%
54%
Building caretakers
12%
10%
Men
90%
92%
Women
10%
8%
Men
Women
Managers
Supervisors
Total workforce by
professional category
divided by gender
Breakdown of workforce
by gender
Breakdown of workforce
by age group
G4-LA12
Men
54%
53%
52%
Women
46%
47%
48%
Age < 30
17%
9%
12%
30-50 years old
53%
54%
56%
Age > 50
30%
37%
32%
The workforce grew by 4% in 2014 in comparison with 2013, reflecting an increase in business, particularly through the purchase of
new portfolios in Berlin (25 people taken on in 2014), Dresden (four people taken on in 2014) and Leipzig (three people taken on in 2014).
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G4-LA1: STAFF TURNOVER BY GENDER AND AGE GROUP, AND LEVELS OF NEW STAFF RECRUITMENT
2012
Staff turnover M/W
Turnover by age group
Rate of new recruitment
by gender and age groups
2013
2014
Total departures
24
32
36
Rate of departure turnover
6%
8.8%
9.2%
Men
3%
4%
3%
Women
4%
4%
6%
Age < 30
3%
3%
3%
30-50 years old
3%
5%
5%
Age > 50
4%
4%
5%
G4-LA1
Total incoming staff
48
27
48
13%
7%
12%
Men
5%
1%
6%
Women
8%
6%
6%
Age < 30
6%
3%
6%
30-50 years old
6%
3%
5%
Age > 50
2%
1%
3%
Recruitment rate
In 2014, the rate of recruitment exceeded staff turnover which explains the increase in our workforce in 2014. Immeo AG has strengthened
its position with the arrival of new employees taken on as account managers. This is primarily due to increased business activity in 2014
in the regions mentioned in the previous paragraph, which also led to 33 positions being filled via internal mobility. These figures take
account of all incoming staff i.e. permanent contracts, fixed-term contracts and students.
G4-LA6: RATE OF ABSENTEEISM/RATE OF INDUSTRIAL ACCIDENTS AND RATE OF JOB-RELATED ILLNESSES BY GENDER
Rate of absenteeism
by gender
G4-LA6
2012
2013
2014
Total
2.2%
2.0%
1.6%
Men
1.2%
1.0%
0.7%
Women
1.0%
1.0%
0.9%
The rate of absenteeism fell by 0.4% between 2014 and 2013. No cases of work-related illness or industrial accident were reported in 2014.
G4-LA9 – AVERAGE NUMBER OF HOURS OF TRAINING PER EMPLOYEE, BY GENDER AND PROFESSIONAL CATEGORY
Per employee
Average number of hours
of training per employee
by gender and professional
category
G4-LA9
2012
2013
2014
15.0
7.6
18.0
Per man
9.7
4.8
10.0
Per woman
5.3
2.8
8.0
Per manager
0.3
0.2
0.4
Per supervisor
1.6
0.3
0.7
Per employee
13.1
5.7
16.8
0
1
0
Per building caretakers
Training remains a major component of Immeo AG’s Human Resources policy. The average number of hours per employee rose in
2014 thanks to the benefits of the training given to employees on tenant relations and the handling of real estate disputes, linked to the
opening of new agencies in Berlin and Dresden.
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CSR performance
G4-LA13: RATIO BETWEEN THE BASE SALARY
AND REMUNERATION FOR WOMEN AND THAT OF MEN,
BY PROFESSIONAL CATEGORY
Work has also been conducted regarding employee health and
safety with training being delivered concerning first aid and fire
prevention, as well as workshops open to all in 2014 focusing on
the quality of life in the workplace, adapting workstations and
employee behaviour from an ergonomic viewpoint.
In 2014, the average basic wage within the company rose by
over 10% for women and by 3% for men, thereby readjusting the
balance between wages and reducing differences between men
and women in terms of remuneration. The ratio between Men/
Women in terms of basic wage, all job categories included, stood
at 0.80 in 2014, showing that we must continue to work on this
theme in the years to come. The difference is explained primarily
by differences in the number of years of company service and the
fact that some women work flexible hours, after maternity leave,
representing the majority of part-time workers within the group.
2.11.4.3. Beni Stabili
The workforce of Beni Stabili, the Italian subsidiary of Foncière
des Régions, is divided evenly between Milan and Rome, with
an overall total of 59 employees as at 31 December 2014. Beni
Stabili has its own management team and Human Resources
strategy. Consequently, its workforce is not part of the Foncière
des Régions ESU.
The HR strategy of Beni Stabili is based on respect for nationwide
collective bargaining agreements for real estate professions,
respect for work-life balance, a remuneration policy tuned to
each individual profile, business ethics disseminated to each
employee via a dedicated code of ethics, an appropriate health
and safety policy, and ambitious career development plans.
G4-11: PERCENTAGE OF EMPLOYEES COVERED
BY COLLECTIVE BARGAINING AGREEMENTS
As at the end of 2014, 88% of Immeo AG staff were covered by the
sector’s labour agreements regarding real estate management
(the remaining 12% concern employees covered by other agreements, such as managers). The group is also bound by the AGG
act concerning equality of treatment. Employees are regularly
informed of new industrial agreements, most notably by means
of meetings which they are invited to attend from time to time.
Additionally, Beni Stabili began to build its own Sustainable
Development policy in 2014, a move that led to the implementation of a more finely detailed Human Resources policy with, in
particular, an employee training policy.
G4-10 AND G4-LA12: BREAKDOWN OF WORKFORCE BY TYPE OF CONTRACT, GENDER AND AGE
GRI 4
Total workforce by type of employment
contract broken down by gender
G4-10
2012
2013
2014
62
58
59
Permanent
97%
91%
92%
Men
42%
38%
44%
Women
58%
62%
56%
Numbers of employees
Temporary
3%
9%
8%
Men
50%
60%
60%
Women
50%
40%
40%
95.5%
97%
100%
Men
42%
41%
46%
Women
58%
59%
54%
Part-time
4.5%
3%
0%
0%
0%
0%
Women
100%
100%
0%
Men
43.0%
39.7%
45.8%
Women
57.0%
60.3%
54.2%
Full-time
Total workforce by type of job
broken down by gender
Men
Breakdown of workforce by gender
Breakdown of managerial staff
Men Managers
G4-LA12
Breakdown of workforce by age group
Foncière des Régions
75%
Women Managers
25%
Age < 30
10%
12%
14%
30-50 years old
71%
76%
72%
Age > 50
19%
12%
14%
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CSR performance
As at 31 December 2014, Beni Stabili had 59 employees on its
books, with 31 of them in Rome and 38 in Milan. Published figures
do not take into account certain forms of employee status, such
as students, although Beni Stabili enabled 10 students to gain
company work experience in 2013, followed by five in 2014. There
are still more women than men, except on the Board of Directors,
where the applicable legislation is nonetheless respected with
three women out of the nine members of the Board. All Beni
Stabili employees work full-time, but the Human Resources
Department is always attentive to the flexibility of working hours,
depending on individual cases.
G4-LA1: STAFF TURNOVER AND LEVELS OF INCOMING STAFF
Staff turnover M/W
G4-LA1
Turnover by age group
2012
2013
2014
Total Permanent Contract departures
7
5
6
Rate of Permanent contract departure
turnover
12%
9.0%
11%
Men
5%
5%
4%
Women
7%
4%
7%
Age < 30
3%
0%
2%
30-50 years old
2%
8%
7%
Age > 50
7%
2%
2%
2
1
2
Total incoming staff with Permanent
Employment Contracts
Level of incoming staff
Beni Stabili benefits from a high rate of retention as the average
length of service of employees is slightly above five years. Six
employees left the company in 2014.
The rate of absenteeism is rather high but does not only reflect
sick leave; there are also absences for personal reasons, provided
for under Italian labour law allowing absences in cases of major
family events. In 2014, no workplace accidents or cases of workrelated illness were reported.
G4-LA13: RATIO BETWEEN THE BASE SALARY AND REMUNERATION FOR WOMEN AND THAT OF MEN, BY PROFESSIONAL
CATEGORY
2012
2013
2014
Base salary for men (average)
€3,300
€3,300
€3,300
Base salary for women (average)
€3,350
€3,350
€3,350
Women-to-men ratio
Ratio between the base
salary and remuneration
for women compared
with the ratio for men,
by professional category
and for each main operating
site
G4-LA13
1.02
1.02
1.02
Base salary, men, executive
€54,300
€54,300
€54,300
Base salary, women, executive
€54,000
€54,000
€54,000
Executive women-to-men ratio
0.99
0.99
0.99
Average base salary, men, supervisors
€31,700
€31,700
€31,700
Average base salary, women, supervisors
€32,300
€32,300
€32,300
1.02
1.02
1.02
Base salary, men, office staff
€31,700
€31,700.00
Base salary, women, office staff
€32,300
€32,300.00
Office staff women-to-men ratio
1.02
1.02
Ratio M/W Supervisors
Base salaries have changed very little over the past three years;
this apparent wage stability may be explained by the fact that
salaries are set by a national branch agreement. The Beni Stabili
remuneration policy is also based on performance-related
Foncière des Régions
bonuses awarded to employees geared to the achievement of
their objectives. Salaries are still above the minimum levels
provided for by the sector’s collective bargaining agreement.
Gender equality is respected in all categories of employment.
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CSR performance
2.11.4.4. Urbis Park
area, including Saint-Ouen where the company is located), and
its commitments to employment and integration in the labour
force, Ubris Park ensures the following:
Urbis Park is a subsidiary of Foncière des Régions, and its workforce is not part of the group’s Economic and Social Unit (ESU).
Urbis Park has its own Human Resources policy in line with its
car park holding and management business.
ww
particular focus on local job applicants
ww
the use of local job market integration services
ww
mentoring young people to enter the workforce
Its workforce remained stable between 2013 and 2014, reflecting
consistent business volume and a balance between new hires and
staff leaving. In 2014, Urbis Park continued its policy of promoting
local employment and hiring young people. In particular, through
its charter as a “Local Company” in the Plaine Commune (which
comprises several towns and cities in the Seine-Saint-Denis
ww
stands at job fairs and/or participation in local forums.
The breakdown of the workforce by professional category is
dominated by employees who account for the majority of the
staff at its sites.
2012
GRI 4
251
236
237
Permanent
92%
86.4%
90.3%
Men
85%
82%
83%
Women
15%
18%
17%
7%
11.4%
7.2%
Men
83%
81%
94%
Women
17%
19%
6%
CAP (vocational training certificate) +
Emploi d’Avenir contracts
0%
2.1%
2.5%
Men
0%
20%
67%
100%
80%
33%
Full-time
89%
90%
91%
Men
85%
82%
86%
Women
Total workforce by type of
job broken down by gender
G4-10
Women
15%
18%
14%
Part-time
11%
10%
9%
Men
79%
71%
57%
Women
21%
29%
43%
9%
10%
10%
83%
71%
71%
Managers
Men
Breakdown of workforce
by professional category
2014
Numbers of employees
Temporary
Total workforce by type of
employment contract broken
down by gender
2013
Women
17%
29%
29%
Supervisors
10%
12%
11%
Men
58%
61%
67%
Women
42%
39%
33%
Employees
81%
78%
79%
Men
88%
85%
85%
Women
12%
15%
15%
Foncière des Régions
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CSR performance
G4-LA13: RATIO BETWEEN THE BASE SALARY AND REMUNERATION FOR WOMEN AND THAT OF MEN
Ratio between the base
salary and remuneration
for women compared with
the ratio for men
G4-LA13
2012
2013
2014
Base salary for men (average)
(before vocational training certificate
contracts (CAP) and suspension)
€1,829
€1,878
€1,965
Base salary for women (average)
(before vocational training certificate
contracts and suspension)
€2,057
€2,149
€2,170
1.125
1.144
1.104
M/W ratio (excluding vocational training
certificate contracts and suspension of
contract)
Average salary increased 4% between 2013 and 2014 and the
difference between remuneration paid to men and women
narrowed. These indicators on remuneration, career development and training are defined ahead of time and analysed during
professional gender equality committee meetings in order to
adjust our improvement plan where relevant. Issues of equal pay
are analysed consistently during annual salary reviews.
G4-LA1: TURNOVER AND RECRUITMENT BY GENDER AND AGE GROUP
Staff turnover M/W
2012
2013
2014
Total Permanent Contract departures
37
73
32
Rate of Permanent contract departure
turnover
20%
31%
16%
Men
17%
29%
11%
Women
Turnover by age group
G4-LA1
Level of incoming staff
Number and rate of new
hires by age group
3%
3%
5%
Age < 30
6.0%
3.9%
3.4%
30-50 years old
9.3%
14.2%
8.3%
Age > 50
4.9%
13.4%
3.9%
Total recruitment
88
35
36
Recruitment rate
48%
15%
17%
Men
90%
83%
80%
Women
10%
17%
20%
Age < 30
38%
31%
34%
30-50 years old
48%
60%
52%
Age > 50
15%
9%
14%
Employee turnover reduced markedly between 2013 and 2014
from 31% (more than half of which was accounted for by the
non-renewal of a Public Service Delegation contract) to 16%.
term contracts as replacement or temporary personnel. This
year, three new employees were hired on Emplois d’Avenir
contracts (service personnel), bringing the total for this type of
contract to four.
The number of new hires remained stable year-on-year with
36 people hired on permanent contracts in 2014. Excluding
permanent contracts, 71% of new hires in 2014 were on fixed-
Foncière des Régions
Two employees were offered internal mobility opportunities in
2014.
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CSR performance
G4-LA6 AND G4-11: ABSENTEEISM, WORKPLACE ACCIDENTS AND OCCUPATIONAL ILLNESSES BY GENDER
AND PERCENTAGE OF EMPLOYEES COVERED BY COLLECTIVE BARGAINING AGREEMENTS
Rate of absenteeism
by gender
G4-LA6
Workplace accident rate
2012
2013
2014
Total
3.2%
4.5%
4.9%
Men
2.2%
2.7%
3%
Women
1.1%
1.8%
1.9%
Total
4%
3%
3%
Severity rate
0.9
1
0.2
20.69
16.56
14.22
100%
100%
100%
Frequency rate
Percentage of all employees
covered by collective
bargaining agreements
G4-11
The absenteeism rate remained stable (up 0.4%) between 2013
and 2014. However, we note a reduction in the severity rates
(down 0.8 points) and frequency of workplace accidents (down
2.34 points), indicating shorter and less serious work stoppages.
There were no occupational illnesses reported in the three years
of reporting.
G4-LA9 – AVERAGE NUMBER OF HOURS OF TRAINING PER EMPLOYEE, BY GENDER AND PROFESSIONAL CATEGORY
Average number of hours
of training per employee
by gender and professional
category
G4-LA9
2012
2013
2014
Per employee
5.8
6.9
7.2
Per man
5.7
6.6
7.1
Per woman
3.6
3.5
3.6
Per manager
11
6
11.2
Per supervisor
10.5
11.1
16.2
Per employee
4.1
5.1
4.6
The average number of training hours in 2014 was up 7% to
a total of 1,530 hours of training delivered for an investment
that represented 1.35% of payroll. The Urbis Park training plan
includes all training actions by the company over the period of
one year. Training is planned according to the company’s strategy. Urbis Park trains the workforce with a view to adapting to
changes in their position and also to maintain their employability.
The training priorities for 2014/2015 are: fire safety, first aid, electrical, customer relations, operations accreditation, management
and administration.
Foncière des Régions
In addition 98% of the annual evaluation and development interviews were conducted in 2014.
Particular attention is paid to women when it comes to training.
They are given priority in some business line training initiatives
introduced by the national automobile training association
(Association Nationale pour la Formation Automobile – ANFA),
for professional development, skills assessment and raising
levels of professionalism in order to promote gender equality
in the workplace.
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Sustainable development
CSR performance
2.11.5. Article 225 of the Grenelle 2 Law Concordance Table
Foncière
des
Régions
(Offices
France)
Foncière des
Murs (Hotels
and Service
Sector)
Immeo AG
(Residential
Germany)
The total workforce and breakdown of employees
by gender, age and geographic area
2.11.4.1
2.11.4.1
2.11.4.2
2.11.4.1
2.11.4.3
2.11.4.4
New Hires and redundancies
2.11.4.1
2.11.4.1
2.11.4.2
2.11.4.1
2.11.4.3
2.11.4.4
Remuneration and changes in remuneration
2.11.4.1
2.11.4.1
2.11.4.2
2.11.4.1
2.11.4.3
2.11.4.4
Organisation of working hours
2.11.4.1
2.11.4.1
2.11.4.2
2.11.4.1
2.11.4.3
2.11.4.4
Absenteeism
2.11.4.1
2.11.4.1
2.11.4.2
2.11.4.1
2.11.4.3
2.11.4.4
Organisation of staff dialogue, specifically information,
employee consultation and employee negotiation
procedures
2.9.5
2.9.5
2.11.4.2
2.9.5
2.11.4.3
2.11.4.4
Analysis of collective labour agreements
2.9.5
2.9.5
2.11.4.2
2.9.5
2.11.4.3
2.11.4.4
Workplace health and safety conditions
2.9.3
2.9.3
2.11.4.2
2.9.3
2.11.4.3
2.11.4.4
Analysis of workplace health and safety agreements
signed with trade union organisations or employee
representatives
2.9.5
2.9.5
2.11.4.2
2.9.5
2.11.4.3
2.11.4.4
2.11.4.1
2.11.4.1
2.11.4.2
2.11.4.1
2.11.4.3
2.11.4.4
Topics and sub-topics arising from the order of Article 225
Foncière Dév.
Housing Beni Stabili
(Residential
(Offices Urbis Park
France)
Italy) (Car parks)
Employment
Organisation of work
Labour/management relations
Health and safety
Workplace accidents, specifically their frequency
and severity, and occupational illnesses
Training
Training policies implemented
2.9.2.1
2.9.2.1
2.11.4.2
2.9.2.1
2.11.4.3
2.11.4.4
2.11.4.1
2.11.4.1
2.11.4.2
2.11.4.1
2.11.4.3
2.11.4.4
Policy implemented and steps taken to promote gender
equality
2.9.4
2.9.4
2.11.4.2
2.9.4
2.11.4.3
2.11.4.4
Policy implemented and steps taken to promote hiring
and integration of the disabled
2.9.4
2.9.4
2.11.4.2
2.9.4
2.11.4.3
2.11.4.4
Policy implemented and steps taken in the area
of anti-discrimination
2.9.4
2.9.4
2.11.4.2
2.9.4
2.11.4.3
2.11.4.4
Total number of hours of training
Diversity and equal opportunities/equal treatment
Promotion of and compliance with the provisions of basic ILO agreements regarding
Freedom of association and the right to bargain
collectively
2.9.5
2.9.5
2.11.5
2.9.5
2.11.5
2.11.5
The elimination of discrimination in respect
of employment and occupation
2.9.5
2.9.5
2.11.5
2.9.5
2.11.5
2.11.5
The elimination of forced or obligatory labour
2.9.5
2.9.5
2.11.5
2.9.5
2.11.5
2.11.5
The effective abolition of child labour
2.9.5
2.9.5
2.11.5
2.9.5
2.11.5
2.11.5
2.2.5
2.2.5
2.6.2
2.2.5
2.7.1
2.7.2
2.9.6.3
2.9.6.3
2.11.4.2
2.9.6.3
2.11.4.3
2.11.4.4
2.3.6
2.4.3.8
2.6.3.6
2.6.4.5
2.7.1.7
2.7.2.1
General environmental policy
Company organisation to take environmental issues
into account and, as necessary, environmental evaluation
and certification processes
Employee environmental protection training
and information
Resources dedicated to preventing environmental
and pollution risks
Foncière des Régions
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Sustainable development
CSR performance
Foncière
des
Régions
(Offices
France)
Foncière des
Murs (Hotels
and Service
Sector)
Immeo AG
(Residential
Germany)
2.3.6
2.4.3.8
2.6.3.6
2.6.4.1
Measures to prevent, reduce or remedy discharges into
the water, air and soil that have serious environmental
effects
2.3.7.6
2.4.3.8
2.6.3.6
2.6.4.5
2.7.1.7
2.7.2.1
Measures to prevent, recycle and eliminate waste
2.3.7.3
2.4.3.6
2.6.3.5
2.6.4.4
2.11.3.7
2.7.2.1
Consideration of noise and other forms of pollution
specific to a particular activity
2.3.7.5
2.4.3.6
2.6.3.6
2.6.4.5
2.7.1.7
2.7.2.1
Water consumption and water supplies based
on local constraints
2.3.7.1
2.4.3.5
2.6.3.4
2.6.4.3
2.11.3.7
2.11.4.4
Consumption of raw materials and steps taken
to improve efficiency of use
2.3.4.1
2.4.3.1
2.6.3.1
2.6.4.5
2.7.1.2
2.11.4.4
Energy consumption, steps taken to improve energy
efficiency and use of renewable energy
2.3.4.2.
2.4.3.3
2.6.3.3
2.6.4.1
2.7.1.4
2.7.2.1
Land use
2.3.7.6
2.4.3.8
2.6.3.6
2.6.4.5
2.7.1.7
2.7.2.1
2.3.5
2.4.3.4
2.6.3.2
2.6.4.2
2.11.3.7
2.7.2.1
2.3.7.7
2.4.3.4
2.6.3.2
2.6.4.2
2.11.3.7
2.7.2.1
2.3.7.2
2.4.3.7
2.6.1
2.6.1
2.7.1.2
2.7.2.1
Topics and sub-topics arising from the order of Article 225
The amount of provisions and insurance for environmental
risks, except if the nature of this information would cause
serious harm to the company in connection with on-going
litigation
Foncière Dév.
Housing Beni Stabili
(Residential
(Offices Urbis Park
France)
Italy) (Car parks)
Pollution and waste management
Sustainable use of resources
Climate change
Greenhouse gas emissions
Adaptation to climate change impacts
Protection of biodiversity
Steps taken to develop biodiversity
Territorial, economic and social impact of the company’s operations
On employment and regional development
2.8.1.4
2.8.1.4
2.6.3.7
2.8.1.4
2.7.1.2
2.7.2.5
On neighbouring and local populations
2.8.1.4
2.8.1.4
2.6.3.7
2.8.1.4
2.7.1.2
2.7.2.5
Relationships with individuals or organisations affected by the company’s operations
Conditions for dialogue with these individuals
or organisations
2.2.4.1
2.2.4.1
2.6.3.7
2.2.4.1
2.7.1
2.7.2.3
Partnership and sponsorship activities
2.8.1.3
2.8.1.3
2.6.3.7
2.8.1.3
2.7.1.6
2.7.2.2
Consideration of social and environmental issues
in the company’s purchasing policy
2.8.3
2.8.3
2.8.3
2.8.3
2.8.3
2.8.3
Significance of sub-contracting and consideration,
in relationships with sub-contractors and suppliers,
of their social and environmental responsibility
2.8.3
2.8.3
2.8.3
2.8.3
2.8.3
2.8.3
2.10.6.2
2.10.6.2
2.10.6.2
2.10.6.2
2.10.6.2
2.10.6.2
2.3.7.4
2.4.3.8
2.6.3.6
2.6.4.5
2.7.1.7
2.7.2.3
2.9.4
2.9.4
2.11.5
2.9.4
2.11.5
2.11.5
Sub-contracting and suppliers
Fair business practices
Actions taken to prevent corruption
Steps taken to ensure consumer health and safety
Human Rights
Steps taken to support human rights
Foncière des Régions
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Sustainable development
CSR performance
2.11.6. GRI 4 Content Index and CRESD
The table below provides the indicators which Foncière des Régions has chosen to report in order to comply with version four of the
GRI guidelines and its sector-specific supplement (CRESD). The table in the Annex in 2.11.7 compares the topics emerging from the
materiality analysis conducted by Foncière des Régions on the material aspects and the indicators proposed by GRI 4.
Accordingly, the list presented hereafter does not include all the indicators in the framework in order to concentrate on those deemed
material in 2014, with respect to the challenges identified for the group (see 2.2.4). Foncière des Régions selected compliance with the
“essential criteria” of GRI 4 and achieved GRI 4 ‘Core’ compliance.
= examination as part of external verification
= in-depth examination as part of external verification (advisor’s statement: Chapter 2.12)
GENERAL DISCLOSURES
Chapter of the
Reference
Document
General disclosures Indicator content
Strategy and Analysis
G4-1
Statement from the most senior decision-maker of the organisation
G4-2
Description of key impacts, risks, and opportunities
2.1
2.2.3
Organisational Profile
G4-3
Name of the organisation
2.1
G4-4
Primary brands, products and services
2.2
G4-5
Location of organisation’s headquarters
G4-6
Number of countries where the organisation operates, and names of countries that are
specifically relevant to the sustainability topics covered in the report
G4-7
Nature of ownership and legal form
G4-8
Markets served
G4-9
Scale of the reporting organisation
G4-10
Total workforce by gender, employment contract, geographic breakdown, and change,
where necessary
2.9.1
G4-11
Percentage of all employees covered by collective bargaining agreements
2.9.1
G4-12
Organisation’s supply chain
2.8.3
G4-13
Significant changes during the reporting period regarding the organisation’s size,
structure, ownership, or its supply chain
2.2.1
G4-14
Whether and how the precautionary approach or principle is addressed by the
organisation
G4-15
Externally developed economic, environmental and social charters, principles, or other
initiatives
G4-16
Memberships of associations and national or international organisations
Back cover
2.2.1
2.3
2.2.1
2.2.1 & 2.9.1
2.4.3.8
2.9.4
2.10.6.5
Material aspects and scopes identified
G4-17
Entities included in the organisation’s consolidated financial statements
G4-18
Definition of the report content and the aspect boundaries, and implementation of the
reporting principles for defining the report content
G4-19
Material aspects identified in the process for defining report content
2.11.7
G4-20
Aspect boundary within the organisation for the material aspects
2.11.7
G4-21
Aspect boundary outside the organisation for each material aspect
2 .11.7
G4-22
Effect of any restatements of information provided in previous reports, and the reasons
for such restatements
2.2.4
G4-23
Significant changes from previous reporting periods in the scope and aspect boundaries
2.2.4
Foncière des Régions
264
Reference Document 2014
2.2.1.2
2.2.4
External
verification
Sustainable development
CSR performance
= examination as part of external verification
= in-depth examination as part of external verification (advisor’s statement: Chapter 2.12)
Chapter of the
Reference
Document
General disclosures Indicator content
Involvement of stakeholders
G4-24
List of stakeholder groups engaged by the organisation
2.2.4.1
G4-25
Criteria for identification and selection of stakeholders with whom to engage
2.2.4.1
G4-26
Organisation’s approach to stakeholder engagement
2.2.4.1
G4-27
Key subjects and concerns raised during dialogue with stakeholders
2.2.4.1
G4-28
Reporting period
2.11.3.
G4-29
Date of most recent report published
G4-30
Reporting cycle
G4-31
Person to contact for questions regarding the report or its content
G4-32
”Compliance with” option chosen, GRI Index, reference to the External Verification Report
2.11.3.1
G4-33
External verification policy
2.11.3.1
& 2.11.7
Report profile
2014
2.11.3.
Back cover
Governance
G4-34
Governance structure of the organisation
2.10.2
G4-38
Composition of the highest governance body and its committees
2.10.2
G4-39
Independence of the Chairman and the highest governance body from management
2.10.2
G4-41
Processes for the highest governance body to ensure conflicts of interest are avoided
and managed
2.10.2.4
G4-42
Highest governance body’s and senior executives’ roles in CSR policy
2.10.2.5
G4-43
Measures taken to develop and enhance the highest governance body’s collective
knowledge of the organisation’s CSR policy
2.10.2.5
G4-49
Process for informing the highest governance body about critical concerns
2.10.4.1
G4-53
How stakeholders’ views are sought and taken into account regarding remuneration
of the members of the highest governance bodies
2.10.4.1
G4-56
The organisation’s values, principles, standards and norms of behaviour
2.10.6.5
G4-57
Internal and external mechanisms for seeking advice on ethical and lawful behaviour,
and matters related to organisational integrity
2.10.6.5
G4-58
Internal and external mechanisms for reporting concerns about unethical or unlawful
behaviour, and matters related to organisational integrity
2.10.6.2
Ethics and integrity
Foncière des Régions
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Reference Document 2014
External
verification
2
2
Sustainable development
CSR performance
SPECIFIC STANDARD DISCLOSURES
= examination as part of external verification
= in-depth examination as part of external verification (advisor’s statement: Chapter 2.12)
Material aspects
Chapter of
the Reference
Document
Indicator content
CATEGORY: ECONOMIC
Material aspect: Indirect economic impact
G4-DMA
Managerial approach
2.8.1.4
G4-EC7
Development and impact of infrastructure investments and services supported
2.8.1.4
Material aspect: Purchasing practices
G4-DMA
Managerial approach
2.8.3
G4-EC9
Proportion of spending on local suppliers at significant operating locations
2.8.3
CATEGORY: ENVIRONMENT
Material aspect: Energy
G4-DMA
Managerial approach
G4-EN3
Energy consumption within the organisation
2.3.4
2.11.3
G4-EN5
Building energy
2.11.3
CRE1
Energy intensity of buildings in operation
2.11.3
Material aspect: Water
G4-DMA
Managerial approach
2.3.7.1
G4-EN8
Total water withdrawal by source
2.11.3
CRE2
Water intensity of buildings in operation
2.11.3
Material aspect: Biodiversity
G4-DMA
Managerial approach
2.3.7.2
G4-EN11
Operational sites held, leased or managed in, or adjacent to, protected areas and areas
of high biodiversity value outside protected areas
2.3.7.2
G4-EN12
Description of significant impacts of activities, products and services on biodiversity
in protected areas and areas of high biodiversity value outside protected areas
2.3.7.2
G4-EN13
Habitats protected or restored
2.3.7.2
G4-EN14
Total number of IUCN Red List species and National Conservation List species
with habitats in areas affected by operations, by level of extinction risk
2.3.7.2
Material aspect: Emissions
G4-DMA
Managerial approach
2.3.5
G4-EN15
Direct greenhouse gas (GHG) emissions (Scope 1)
2.11.3
G4-EN16
Indirect greenhouse gas (GHG) emissions (Scope 2) related to energy
2.11.3
G4-EN17
Other indirect greenhouse gas (GHG) emissions (Scope 3)
G4-EN18
Greenhouse gas (GHG) emissions intensity
2.11.3
G4-EN21
NOx, SOx, and other significant air emissions
2.9.6.1
CRE3
Carbon intensity of buildings in operation
2.11.3.
CRE4
Greenhouse gas intensity from buildings in construction or renovation
2.3.3.1
2.9.6.1 &
2.11.3
Material aspect: Waste
G4-DMA
Managerial approach
2.3.7.3
G4-EN23
Total weight of waste by type and disposal method
2.11.3
Foncière des Régions
266
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External
verification
Sustainable development
CSR performance
= examination as part of external verification
= in-depth examination as part of external verification (advisor’s statement: Chapter 2.12)
Material aspects
Chapter of
the Reference
Document
Indicator content
Material aspect: Compliance
G4-DMA
Managerial approach
G4-EN29
Monetary value of significant fines and total number of non-monetary sanctions
for non-compliance with environmental laws and regulations
Material aspect: Environmental evaluation of suppliers
G4-DMA
Managerial approach
2.8.3
G4-EN32
Percentage of new suppliers that were screened using environmental criteria
2.8.3
CATEGORY: SOCIAL
Sub-category: Labour Practices and Decent Work
Material aspect: Employment
G4-DMA
Managerial approach
2.9.1.
G4-LA1
Total number and percentage of new employee hires and employee turnover
by age group, gender and geographic area
2.11.4.
G4-LA3
Return to work and retention rates after parental leave, by gender
2.11.4.
Material aspect: Employee relations/management
G4-DMA
Managerial approach
2.9.1.2
G4-LA4
Minimum notice periods regarding operational changes including whether
they are specified in collective agreements
2.9.1.2
Material aspect: Health and safety at work
G4-DMA
Managerial approach
2.9.5
G4-LA5
Percentage of total workforce represented by informal joint management-worker Health
and Safety Committees that advise on workplace health and safety conditions
2.11.4.
G4-LA6
Type of injury and rates of injury, occupational diseases, absenteeism, lost days, and total
work-related fatalities, by geographic area and by gender
2.11.4.
G4-LA8
Health and safety topics covered in formal agreements with trade unions
CRE6
Percentage of the organisation operating under a certified health and safety
management system
2.9.3
2.4.3.2
Material aspect: Training and education
G4-DMA
Managerial approach
2.9.2.1
G4-LA9
Average hours of training per year per employee by gender, and by employee category
2.11.4.
G4-LA10
Programmes for skills management and lifelong learning that support the continued
employability of employees and assist them in managing career endings
2.11.4.
G4-LA11
Percentage of employees receiving regular performance and career development
reviews, by gender and professional category
2.11.4.
Material aspect: Diversity and equal opportunity
G4-DMA
Managerial approach
2.9.4
G4-LA12
Composition of governance bodies and breakdown of employees per employee category
according to gender, age group, minority group membership, and other indicators of
diversity
2.10.2.1
Material aspect: Equal remuneration from men and women
G4-DMA
Managerial approach
G4-LA13
Ratio between the base salary and remuneration for women compared with the ratio
for men, by professional category and by main operating site
Foncière des Régions
2.9.4
267
Reference Document 2014
2.11.4.
External
verification
2
2
Sustainable development
CSR performance
= examination as part of external verification
= in-depth examination as part of external verification (advisor’s statement: Chapter 2.12)
Material aspects
Chapter of
the Reference
Document
Indicator content
Material aspect: Supplier assessment for labour practices
G4-DMA
Managerial approach
2.8.3
G4-LA14
Percentage of new suppliers that were screened using labour practices criteria
2.8.3
Sub-category: Human rights
Material aspect: Non discrimination
G4-DMA
Managerial approach
2.9.4
G4-HR3
Total number of incidents of discrimination and corrective actions taken
2.9.4
Material aspect: Assessment of respect for human rights by suppliers
G4-DMA
Managerial approach
2.8.3
G4-HR10
Percentage of new suppliers that were screened using human rights criteria
2.8.3
Sub-category: society
Material aspect: Anti-corruption
G4-DMA
Managerial approach
2.10.6.5
G4-SO4
Communication and training on anti-corruption policies and procedures
2.10.6.5
Material aspect: Public policy
G4-DMA
Managerial approach
2.10.6.5
G4-SO6
Total value of political contributions by country and recipient/beneficiary
2.10.6.5
Material aspect: Compliance
G4-DMA
Managerial approach
G4-SO8
Monetary value of significant fines and total number of non-monetary sanctions
for non-compliance with laws and regulations
No fines or
sanctions
in 2014
Material aspect: Assessment of suppliers’ impact on society
G4-DMA
Managerial approach
2.8.3
G4-SO9
Percentage of new suppliers that were screened using criteria relating to impacts
on society
2.8.3
Sub-category: Product responsibility
Material aspect: Customer health and safety
G4-DMA
Managerial approach
2.3.6
G4-PR2
Total number of incidents of non-compliance with regulations and voluntary codes
concerning the health and safety impacts of products and services during the life cycle,
by type of outcomes
CRE5
Land and other assets remediated and in need of remediation for the existing
or intended land use according to applicable legal designations
CRE7
Number of people voluntarily or involuntarily displaced and/or rehoused
as part of development projects, by project
No incident
of this type
2.3.6
Nobody was
displaced
Material aspect: Product and service labelling
G4-DMA
Managerial approach
2.3.1
CRE8
Type and number of certifications and accreditations for new buildings, operations,
and renovation
2.3.1
G4-PR4
Total number of incidents of non-compliance with regulations and voluntary codes
concerning product and service information and labelling, by type of outcome
No incident
Foncière des Régions
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External
verification
Sustainable development
CSR performance
2.11.7. Annex: Foncière des Régions materiality concordance table
and GRI 4 indicators
Foncière des
Régions’ topics
Sustainable
value
Climate change
GRI G4 aspects
Aspect boundaries
(G4 20 and 21)
Related GRI 4 indicators
Non-GRI 4 definition (see 2.2.2.2)
All portfolios
N/A
Emissions
All portfolios
(internal and external
impacts)
G4-EN15 – Direct greenhouse gas emissions (Scope 1)
See Chapter on GHG emissions for each business,
2.11.3.
Other G4 indicators: G4-EN 16, G4-EN 21
G4-EN3 – Energy consumption within
the organisation
Energy
Energy
All portfolios
(internal and external
impacts)
Green value
Non-GRI 4 definition (see 2.2.2.2)
All portfolios
N/A
User Health/
Safety
Customer health and safety
All portfolios
(internal and external
impacts)
G4-PR2 – Total number of incidents of non-compliance
with regulations and voluntary codes concerning
the health and safety impacts of products and services
during the life cycle, by type of outcomes
Tenant
partnership
Non-GRI 4 definition
(see 2.2.1)
All portfolios
N/A
Sustainable
cities
Indirect economic impact
General information
Governance
Ethics and integrity/
Combat corruption
All portfolios
(internal and external
impacts)
Foncière des Régions
(internal impacts)
Foncière des Régions
269
Other indicators: G4-EN5; CRE1
See the Chapter on Energy for each business
and 2.11.3
G4-EC8 – Material indirect economic impacts,
including the importance of these impacts
See 2.8.1.4
CRE7 – Number of people voluntarily or involuntarily
displaced and/or rehoused by portfolio, detailed
by project
G4-34 – Governance structure of the organisation
See 2.10
G4-56/G4-SO4 – Communication and training
on anti-corruption policies and procedures
See 2.10
Reference Document 2014
2
2
Sustainable development
CSR performance
Foncière des
Régions’ topics
Risk
management
Aspect boundaries
(G4 20 and 21)
GRI G4 aspects
Consumer health and safety
All portfolios
(internal and external
impacts)
Related GRI 4 indicators
G4-PR2 – Total number of incidents of non-compliance
with regulations and voluntary codes concerning the
health and safety impacts of products and services
during the life cycle, by type of outcomes
See 2.11.6
CRE-5 – Land and other assets remediated and in
need of remediation for the existing or intended land
use according to applicable legal designations
See 2.2.6.
G4-SO4 – Communication and training on anticorruption policies and procedures
See 2.10.6
Ethics/
Transparency
Ethics and integrity/
Combat corruption/
Compliance
Foncière des Régions
Beni Stabili
(internal impacts)
Water
All portfolios
(internal and external
impacts)
G4-EN8 – Total water withdrawal by source
Water
Waste
Effluents and waste
All portfolios
(internal and external
impacts)
G4-EN23 – Total weight of waste by type and disposal
method
See Chapter on Waste for each business, 2.11.3.
Biodiversity
All portfolios
(internal and external
impacts)
G4-EN13 – Habitats protected or restored
Biodiversity
Responsible
Procurements
Purchasing practices/
Environmental assessment/
Human rights/
Suppliers’ employment practices
Offices France,
Logistic, Urbis Park
Corporate France
(internal and external
impacts)
G4-EN32 – Percentage of new suppliers that were
screened using environmental criteria
See 2.8.4
Diversity and equal opportunity
Diversity/
Equality
Equal remuneration for men
and women
Employer/employee relations
Local
employment
Skills/Talent
Human Rights
Philanthropy/
Sponsorship
Indirect economic impacts
Employment
Training/Education
Non discrimination
Non-GRI 4 definition
(see 2.8.1.3 & 2.6.3.7)
G4-56 – The organisation’s values, principles,
standards and norms of behaviour
See 2.10
CRE-2 – Water intensity of buildings in operation
See Chapter on Water for each business, 2.11.3.
G4-EN11/G4-EN12/G4-EN14
See 2.3.7.2
G4-SO9/G4-LA14/G4-HR10
G4-LA1 – Total number and percentage of new
Foncière des Régions employee hires and employee turnover by age group,
ESU, Beni Stabili,
gender and geographic area
Immeo AG, Urbis Park
G4-LA3/G4-LA4/G4-LA5/G4-LA13
(external impacts) See 2.9; 2.11.4
Offices France
(external impacts)
G4-EC7 – Development and impact of infrastructure
investments and services supported
See 2.8.1.4
Foncière des Régions
ESU, Beni Stabili,
Immeo AG
(internal impacts)
G4-LA9 – Average number of hours of training per
employee per year, by gender and professional
category
See 2.9 and 2.11.4
Foncière des Régions
ESU, Beni Stabili,
Immeo AG, Urbis Park
(internal and external
impacts)
G4-HR3 – Total number of incidents of discrimination
and corrective actions taken
See 2.9 and 2.11.4
Foncière des Régions
ESU and Immeo AG
Foncière des Régions
270
G4-HR1/G4-HR6/G4-HR10
N/A
Reference Document 2014
Sustainable development
Verification by an independent third party auditor
2.12. VERIFICATION BY AN INDEPENDENT THIRD PARTY AUDITOR
Independent verifier’s report on consolidated social, environmental and societal information presented in the management report
This is a free translation into English of the original report issued in the French language and it is provided solely for the convenience
of English speaking users. This report should be read in conjunction with, and construed in accordance with, French law and
professional standards applicable in France.
To the shareholders,
In our quality as an independent verifier accredited by the COFRAC(1), under the number n° 3-1050, and as a member of the network
of one of the statutory auditors of the company Foncière des Régions we present our report on the consolidated social, environmental
and societal information established for the year ended on the 31/12/2014, presented in Chapter 2 of the management report, hereafter
referred to as the “CSR Information,” pursuant to the provisions of the article L.225-102-1 of the French Commercial code (Code de
commerce).
Responsibility of the company
It is the responsibility of the Board of Directors to establish a management report including CSR Information referred to in the article
R. 225-105 of the French Commercial code (Code de commerce), in accordance with the reporting protocols used by the company
(hereafter referred to as the “Criteria”), and of which a summary is included in introduction to Chapter 2 of the management report and
available on request at the company’s headquarters.
Independence and quality control
Our independence is defined by regulatory requirements, the Code of Ethics of our profession as well as the provisions in the article
L. 822-11 of the French Commercial code (Code de commerce). In addition, we have implemented a quality control system, including
documented policies and procedures to ensure compliance with ethical standards, professional standards and applicable laws and
regulations.
Responsibility of the independent verifier
It is our role, based on our work:
ww
to attest whether the required CSR Information is present in the management report or, in the case of its omission, that an appropriate
explanation has been provided, in accordance with the third paragraph of R. 225-105 of the French Commercial code (Code de
commerce) (Attestation of presence of CSR Information);
ww
to express a limited assurance conclusion, that the CSR Information, overall, is fairly presented, in all material aspects, in according
with the Criteria.
Our verification work was undertaken by a team of four people between October 2014 and March 2015 for an estimated duration of
nine weeks.
We conducted the work described below in accordance with the professional standards applicable in France and the Order of 13 May
2013 determining the conditions under which an independent third-party verifier conducts its mission, and in relation to the opinion of
fairness and the reasonable assurance report, in accordance with the international standard ISAE 3000(2).
(1)
(2)
Scope available at www.cofrac.fr
ISAE 3000 – Assurance engagements other than audits or reviews of historical information.
Foncière des Régions
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2
2
Sustainable development
Verification by an independent third party auditor
1. Attestation of presence of CSR Information
We obtained an understanding of the company’s CSR issues, based on interviews with the management of relevant departments, a
presentation of the company’s strategy on sustainable development based on the social and environmental consequences linked to the
activities of the company and its societal commitments, as well as, where appropriate, resulting actions or programmes.
We have compared the information presented in the management report with the list as provided for in the Article R. 225-105-1 of the
French Commercial code (Code de commerce).
In the absence of certain consolidated information, we have verified that the explanations were provided in accordance with the provisions
in Article R. 225-105-1, paragraph 3, of the French Commercial code (Code de commerce).
We verified that the information covers the consolidated perimeter, namely the entity and its subsidiaries, as aligned with the meaning
of the Article L.233-1 and the entities which it controls, as aligned with the meaning of the Article L.233-3 of the French Commercial
code (Code de commerce) with the limitations specified in the Methodological Note in Chapter 2 of the management report, notably.
Based on this work, and given the limitations mentioned above we confirm the presence in the management report of the required
CSR information.
2. Limited assurance on CSR Information
Nature and scope of the work
We undertook nine interviews with the people responsible for the preparation of the CSR Information in the different departments in
charge of the data collection process and, if applicable, the people responsible for internal control processes and risk management,
in order to:
ww
Assess the suitability of the Criteria for reporting, in relation to their relevance, completeness, reliability, neutrality, and understandability, taking into consideration, if relevant, industry standards;
ww
Verify the implementation of the process for the collection, compilation, processing and control for completeness and consistency
of the CSR Information and identify the procedures for internal control and risk management related to the preparation of the CSR
Information.
We determined the nature and extent of our tests and inspections based on the nature and importance of the CSR Information, in
relation to the characteristics of the Company, its social and environmental issues, its strategy in relation to sustainable development
and industry best practices.
Concerning the CSR Information that we deemed to be the most important(1):
ww
We consulted documentary sources and conducted interviews to corroborate the qualitative information (organisation, policies,
actions, etc.), we implemented analytical procedures on the quantitative information and verified, on a test basis, the calculations
and the compilation of the information, and also verified their coherence and consistency with the other information presented in
the management report;
ww
We undertook interviews to verify the correct application of the procedures and to identify potential omissions and undertook detailed
tests on the basis of samples, consisting in verifying the calculations made and linking them with supporting documentation.
For the other consolidated CSR information, we assessed their consistency in relation to our knowledge of the company.
Finally, we assessed the relevance of the explanations provided, if appropriate, in the partial or total absence of certain information
taking into account, if relevant, professional best practices.
We consider that the sample methods and sizes of the samples that we considered by exercising our professional judgment allow us
to express a limited assurance conclusion; an assurance of a higher level would have required more extensive verification work. Due
to the necessary use of sampling techniques and other limitations inherent in the functioning of any information and internal control
system, the risk of non-detection of a significant anomaly in the CSR Information cannot be entirely eliminated.
(1)
Environmental and societal information : the overall environment policy (the company’s organisation to take into account environmental issues
and the environmental assessment approaches or certifications), sustainable use of resources and climate change (energy consumption and
greenhouse gas emissions of the portfolio, measures taken to improve energy efficiency and use of renewable energy), relations with stakeholders
(dialogue conditions with stakeholders, including environmental schedules) and taking into account social and environmental issues in responsible
purchasing.
Social Information : employment (total number of employees and breakdown by gender, by age and by geographic region), absenteeism and total
number of training hours per trained employee.
Foncière des Régions
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Reference Document 2014
Sustainable development
Verification by an independent third party auditor
Conclusion
Based on our work, we have not identified any significant misstatement that causes us to believe that the CSR Information, taken
together, has not been fairly presented, in compliance with the Criteria.
Observations
Without qualifying our conclusion above, we draw your attention to the following points:
ww
The reporting scope of the Offices business represents 79% of the surface area of the company’s asset base and 96% of the portfolio
concerned by the EPRA’s Best Practices Recommendations on Sustainability Reporting. The scope of the Service Sector represents
94,8% of the portfolio value and information was assembled on 81,8% in terms of surface area of this reporting scope.
ww
The energy consumption reported for Immeo Wohnen is based on 126 assets representing about 2% of the total portfolio value of
Immeo Wohnen, which represents 17% of the portfolio value, group share.
ww
Furthermore, the ratios of energy and carbon intensity per square meter are calculated based on the consumption data of the tenants
of these surfaces; their reliability depends on the quality of internal and external controls implemented by the tenants.
In addition, and according to a specific request, we designated with a V sign in Chapter 2 of the management report the consolidated
CSR information required by the GRI 4 guidelines (Global Reporting Initiative) in accordance with the Core option, as well as sector
information in accordance with the GRI 4 “Construction and Real Estate” sector supplement.
Paris-La Défense, March 5th, 2015
French original signed by:
ERNST & YOUNG et Associés
Éric Duvaud
Sustainable Development Partner
Bruno Perrin
Partner
Foncière des Régions
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2
3
FINANCIAL
INFORMATION
3.1. CONSOLIDATED
3.4. PARENT COMPANY
FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2014276
3.1.1.
3.1.2.
3.1.3.
3.1.4.
3.1.5.
FINANCIAL STATEMENTS
3.2.7.
3.2.8.
3.2.9.
3.2.10.
3.2.11.
3.4.1.
3.4.2.
Statement of financial position
276
Statement of net income
(EPRA format)278
Statement of comprehensive income 279
Statement of changes
in shareholders’ equity
280
Statement of cash flows
281
3.2. NOTES TO THE CONSOLIDATED
3.2.1.
3.2.2.
3.2.3.
3.2.4.
3.2.5.
3.2.6.
FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2014
3.5. NOTES TO THE COMPANY
FINANCIAL STATEMENTS
3.5.1.
3.5.2.
3.5.3.
3.5.4.
3.5.5.
3.5.6.
283
Accounting principles and policies
283
Financial risk management
291
Scope of consolidation
295
Evaluation of control
303
Significant events during the period 304
Notes to the statement
of financial position306
Notes to the statement of net income 325
Other information
329
Segment reporting
338
Comparative information for 2013
345
Post-balance sheet events
348
355
Significant events during the year
355
Accounting principles,
rules and methods356
Explanation of balance sheet items
359
Notes to the income statement
368
Off-balance sheet commitments
373
Sundry information
375
ON THE ANNUAL FINANCIAL
STATEMENTS384
3.7. STATUTORY AUDITORS’
REPORT ON RELATEDPARTY AGREEMENTS
AND COMMITMENTS386
3.8. AGENDA AND DRAFT
349
RESOLUTIONS391
3.8.1.
3.8.2.
Foncière des Régions
351
353
3.6. STATUTORY AUDITORS’ REPORT
3.3. STATUTORY AUDITORS’ REPORT
ON THE CONSOLIDATED
FINANCIAL STATEMENTS
Balance sheet
Income statement
351
274
Agenda391
Text of the resolutions
392
Reference Document 2014
3.9. STATUTORY AUDITORS’ REPORT
ON THE CAPITAL REDUCTION
3.11. STATUTORY AUDITORS’ REPORT
410
ON THE ISSUE OF SHARES
AND VARIOUS SECURITIES
WITH MAINTENANCE AND/OR
WAIVER OF THE PREFERENTIAL
SUBSCRIPTION RIGHT
412
3.10. STATUTORY AUDITORS’ REPORT
ON THE ISSUE OF SHARES AND/
OR SECURITIESGIVING ACCESS
TO THE CAPITAL RESERVED
FOR MEMBERS OF A COMPANY
SAVINGS PLAN
411
Foncière des Régions
275
Reference Document 2014
3
Financial information
Consolidated financial statements as at 31 December 2014
3.1. CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2014
3.1.1. Statement of financial position
ASSETS
31/12/2014
before
reclass.
Discontinued
operations(1)
31/12/2014
31/12/2013
8,194
0
8,194
8,194
136,701
0
136,701
145,974
68,916
0
68,916
96,255
Other tangible fixed assets
7,066
0
7,066
6,620
Fixed assets in progress
3,654
0
3,654
5,297
3.2.6.1.2
14,535,291
0
14,535,291
14,297,538
Non-current financial assets
3.2.6.2
184,782
0
184,782
155,624
Investments in associates
3.2.6.3
188,718
0
188,718
184,764
3.2.6.4
16,628
0
16,628
90,049
3.2.6.11.3
39,283
0
39,283
11,697
15,189,233
0
15,189,233
15,002,012
Note
(€K)
INTANGIBLE FIXED ASSETS
3.2.6.1.1
Goodwill
Other intangible fixed assets
TANGIBLE FIXED ASSETS
3.2.6.1.1
Operating assets
Investment assets
Deferred tax assets
Long-term derivative instruments
Total non-current assets
Assets held for sale
3.2.6.1.2
824,805
287,840
536,965
1,196,495
Loans and lease receivables
3.2.6.5
8,044
0
8,044
9,636
Inventories and work-in-progress
3.2.6.6
72,928
0
72,928
80,033
Short term derivatives
3.2.6.11.3
20,963
0
20,963
11,421
3.2.6.7
276,962
12,689
264,273
282,556
7,331
4,214
3,117
2,999
3.2.6.8
126,782
4,005
122,777
202,089
9,970
41
9,929
11,920
1,028,642
2,135
1,026,507
381,541
0
0
310,924
0
Total current assets
2,376,427
310,924
2,376,427
2,178,690
TOTAL ASSETS
17,565,660
310,924
17,565,660
17,180,702
Trade receivables
Tax receivables
Other receivables
Prepaid expenses
Cash and cash equivalents
3.2.6.9
Discontinued operations
(1)
Given its disengagement in the Logistics segment with the disposal of nearly 63% of its portfolio over the first half of 2014, this segment is presented
as ”discontinued operations” as from 1 January 2014.
Foncière des Régions
276
Reference Document 2014
Financial information
Consolidated financial statements as at 31 December 2014
LIABILITIES
Note
(€K)
Share capital
Share premium account
Treasury share
Consolidated reserves
Net profit (loss)
Total shareholders’ equity, group share
3.2.6.10
Minority interests
Total shareholders’ equity
Long term borrowings
Long-term derivative instruments
Discontinued
operations
31/12/2014
31/12/2013
188,051
0
188,051
188,049
2,291,130
0
2,291,130
2,370,863
-3,632
0
-3,632
-10,961
1,563,979
0
1,563,979
1,402,064
118,479
-0
118,479
340,126
4,158,007
-0
4,158,007
4,290,141
3,141,678
0
3,141,678
2,925,030
7,299,685
-0
7,299,685
7,215,171
3.2.6.11
7,708,710
0
7,708,710
7,519,639
3.2.6.11.3
539,771
19,981
519,790
476,047
3.2.6.4
261,232
0
261,232
294,811
3.2.6.12
43,829
0
43,829
40,640
Deferred tax liabilities
Pension and other liabilities
31/12/2014
before
reclass.
Other long-term liabilities
10,387
3,553
6,834
37,563
8,563,929
23,534
8,540,395
8,368,700
3.2.6.1.4
2,447
0
2,447
0
90,094
3,267
86,827
109,541
Short-term borrowings
3.2.6.11
1,204,213
6
1,204,207
978,922
Short-term derivatives
3.2.6.11.3
100,702
2,565
98,137
94,555
Total non-current liabilities
Liabilities held for sale
Trade payables
Guarantee deposits
5,365
0
5,365
5,663
146,042
6,954
139,088
134,367
17,195
90
17,105
17,282
6,067
0
6,067
4,994
Other short-term liabilities
92,761
10,937
81,824
204,316
Prepaid expenses
37,160
0
37,160
47,191
0
0
47,353
0
Total current liabilities
1,702,046
23,819
1,725,580
1,596,831
TOTAL LIABILITIES
17,565,660
47,353
17,565,660
17,180,702
Advances and prepayments
Short-term provisions
3.2.6.12
Current tax
Discontinued operations
Foncière des Régions
277
Reference Document 2014
3
3
Financial information
Consolidated financial statements as at 31 December 2014
3.1.2. Statement of net income (EPRA format)
Note
31/12/2014
before
reclass.
Discontinued
operations
31/12/2014
31/12/2013
Rental income
3.2.7.1.1
908,422
33,054
875,368
831,963
Unrecovered rental costs
3.2.7.1.2
-44,021
-4,579
-39,442
-40,035
Expenses on assets
3.2.7.1.2
-28,950
-930
-28,020
-18,286
Net losses on unrecoverable receivables
3.2.7.1.2
-8,578
123
-8,701
-8,820
826,873
27,667
799,206
764,822
22,190
(€K)
Net rental income
Management and administration income
23,660
335
23,325
Business expenses
-5,712
-297
-5,415
-4,891
-104,012
-1,033
-102,979
-82,714
Overheads
Development costs
Net operating costs
3.2.7.1.3
Income from other activities
Expenses of other activities
Net income from other activities
3.2.7.1.4
Depreciation of operating assets
Net allowances to provisions and other
3.2.7.1.5
CURRENT OPERATING INCOME
Income from disposals of trading assets
Exit value and/or amortisations and provisions of trading assets
Gain (loss) from disposal of trading assets
Income from asset disposals
Carrying value of investment assets sold
-228
-2
-226
-520
-86,292
-997
-85,295
-65,935
56,416
0
56,416
48,304
-29,475
0
-29,475
-28,777
26,941
0
26,941
19,527
-15,612
-3
-15,609
-14,999
-19,055
-2,687
-16,368
2,332
732,855
23,980
708,875
705,747
13,764
0
13,764
12,173
-15,814
0
-15,814
-17,335
-2,050
0
-2,050
-5,162
740,896
84,138
656,758
506,740
-503,266
-746,831
-92,113
-654,718
Net gain (loss) from asset disposals
-5,935
-7,975
2,040
3,474
Gains in value of investment assets
290,897
2,672
288,225
195,027
-132,182
-11,315
-120,867
-232,707
158,715
-8,643
167,358
-37,680
0
0
0
3,779
Losses in value of investment assets
Net valuation gains and losses
3.2.7.2
Income (loss) from disposal of securities
Income from changes in scope
3.2.7.3
OPERATING INCOME
Net gains on deconsolidation
32,510
30,562
1,948
48,796
916,095
37,924
878,171
718,954
883
0
883
10,121
Net financing cost
3.2.7.4
-289,138
-6,964
-282,174
-307,353
Fair value adjustment on derivatives
3.2.7.5
-311,441
-7,705
-303,736
109,993
Discounting of liabilities and receivables
3.2.7.5
-3,426
-135
-3,291
-2,938
Net change in financial and other provisions
3.2.7.5
-123,970
0
-123,970
-47,676
Share in earnings of associates
3.2.6.3
21,120
0
21,120
32,505
210,123
23,120
187,002
513,606
NET INCOME BEFORE TAXES
Deferred tax
3.2.7.6.3
-80,640
452
-81,092
6,174
Current income tax
3.2.7.6.2
-9,882
392
-10,274
-7,637
512,143
119,601
0
95,636
Profit (loss) after tax of discontinued operations
NET INCOME FROM CONTINUING OPERATIONS FOR THE PERIOD
0
0
23,964
0
Income from discontinued operations
0
23,964
23,964
0
119,601
23,964
119,601
512,143
-1,121
0
-1,121
-172,017
118,479
23,964
NET INCOME FOR THE PERIOD
Minority interests
118,479
340,126
Group net income (loss) per share in euros
NET INCOME FOR THE PERIOD (GROUP SHARE)
3.2.8.2
1.89
1.89
5.72
Group diluted net income (loss) per share in euros
3.2.8.2
1.88
1.88
5.70
Foncière des Régions
278
Reference Document 2014
Financial information
Consolidated financial statements as at 31 December 2014
3.1.3. Statement of comprehensive income
(€K)
NET INCOME FOR THE PERIOD
31/12/2014
before
reclass.
Discontinued
operations
31/12/2014
31/12/2013
119,601
23,964
119,601
512,143
-2,960
-2,960
-2,924
0
0
9,086
85,521
85,521
86,172
31
31
59
Other items in the comprehensive income statement recognised
directly in shareholders’ equity and:
Destined for subsequent reclassification in the “Net income” section
of the income statement
Actuarial losses on personnel benefits
Changes due to revaluation of financial assets available for sale
Effective portion of gains/losses on hedging instruments
Tax on other items of comprehensive income
Of which not destined for subsequent reclassification
in the “Net income” section
Other items of comprehensive income
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD
0
0
0
0
82,592
0
82,592
92,393
202,193
23,964
202,193
604,536
159,494
23,964
159,494
392,900
42,698
211,636
23,964
202,193
604,536
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE
To the owners of the parent company
To minority interests
42,698
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD
202,193
Group net income per share
2.55
2.55
6.61
Group diluted net income per share
2.54
2.54
6.59
Foncière des Régions
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Reference Document 2014
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3
Financial information
Consolidated financial statements as at 31 December 2014
3.1.4. Statement of changes in shareholders’ equity
Capital
(€K)
Position as at 31 December 2012
173,690
Non
Share
distributed
premium Treasury
reserves
account
shares and income
2,172,659
Securities transactions
Distribution of dividends
Capital increase
Capital reduction –
cancellation of shares
302,605
-942
-13,667
Allocation to the legal reserve
-136,489
Total
Minority shareholders’
interests
equity
-30,503
1,638,715
5,300
-5,300
0
-151,706
-240,910
-105,961
-346,871
317,906
25,871
343,777
-367
79
-288
-89,204
15,301
Gains and
losses
recognised
Group
directly in
share total
shareholders’ shareholders’
equity
equity
14,242
-1,530
3,818,072 2,243,574
6,061,646
0
1,530
0
-73
-73
38
-35
52,774
392,900
211,636
604,536
9,086
9,086
Of which actuarial gains and
losses on employee benefits
(Amendment to IAS 19)
-1,274
-1,274
-1,135
-2,409
Of which effective portion
of gains or losses on hedging
instruments
44,962
44,962
40,754
85,716
Other
Total comprehensive income
for the period
340,126
Of which changes due
to revaluation of financial
assets available for sale
0
9,086
Valuation of bonus shares
2,689
2,689
78
2,767
Impact of asset division –
Eiffage Campus
-76
-76
7,067
6,991
0
542,648
542,648
4,290,141 2,925,030
7,215,171
Impact of FDL
public exchange offer
Position as at 31 December 2013
Securities transactions
188,049
2,370,863
-10,961
2
36
2,302
Distribution of dividends
-79,810
Other
41
5,027
Total comprehensive income
for the period
1,825,905
-83,715
2,340
-85
2,255
-182,911
-262,721
-163,698
-426,419
-5,565
-497
-1,432
-1,929
41,015
159,494
42,698
202,192
Of which actuarial gains and
losses on employee benefits
(Amendment to IAS 19)
118,479
-1,518
-1,518
-975
-2,493
Of which effective portion
of gains or losses on hedging
instruments
42,533
42,533
42,552
85,085
118,479
118,479
1,121
119,600
-33,723
-33,723
339,165
305,442
2,974
2,974
Of which net income
Impact of change in shareholding/
capital increase
Valuation of bonus shares
POSITION AS
AT 31 DECEMBER 2014
188,051
2,291,130
-3,632
1,725,159
-42,700
4,158,007
2,974
3,141,678
7,299,685
Dividends paid in cash during the fiscal year amounted to €262.7 million, of which €79.8 million was charged to the share premium
account and €182.9 million was charged to net income and retained earnings.
Foncière des Régions
280
Reference Document 2014
Financial information
Consolidated financial statements as at 31 December 2014
3.1.5. Statement of cash flows
Note
(€K)
Total consolidated net income of continuing operations
95,636
Total consolidated net income of discontinued operations
Net amortisation, depreciation and provisions
(excluding provisions relating to current assets)
3.2.6.11.3 &
3.2.7.2
Income and expenses calculated on stock options
and related share-based payments
Gains or losses on disposals
Gain or loss from dilution and accretion
Share in income of associates
Dividends (non-consolidated shares)
31/12/2013
23,965
119,601
23,965
119,601
512,143
40,997
-573
41,570
-27,601
152,697
16,348
136,349
-73,626
2,974
2,767
2,974
Other calculated income and expenses
31/12/2014
95,636
23,965
Net consolidated income (including minority interests)
Unrealised gains and losses related to changes
in fair value
31/12/2014
before Discontinued
reclass.
operations
38,840
-198
39,038
34,282
-31,151
-23,494
-7,657
-14,048
0
0
6,533
-21,124
-21,124
-34,016
-896
-896
-10,168
Cash flow from continuing operations after cost
of net financial debt and taxes
285,890
Cash flow from discontinued operations after cost
of net financial debt and taxes
16,048
Cash flow after cost of net financial debt and taxes
301,938
16,048
0
301,938
396,266
Net financing cost
3.2.7.4
289,083
1,441
287,642
307,353
Income tax expense (including deferred taxes)
3.2.7.6
90,522
-844
91,366
1,463
Cash flow from continuing operations before cost
of net financial debt and taxes
664,898
Cash flow from discontinued operations before cost
of net financial debt and taxes
16,645
Cash flow before cost of net financial debt and taxes
681,543
Taxes paid
-31,999
Change in working capital requirements on continuing
operations (including employee benefit liabilities)
105,559
16,645
681,543
705,082
-4,230
-27,769
-26,569
91,666
13,893
-46,066
Net cash flow from continuing operating activities
651,022
Net cash flow from discontinued operating activities
104,081
104,081
Net cash flow from operating activities
755,103
755,103
632,447
Impact of changes in the scope of consolidation(1)
-193,596
44,388
-237,984
154,171
Disbursements for acquisitions of tangible and intangible
fixed assets
3.2.6.1.1
-561,490
-9,535
-551,955
-385,501
Proceeds from the disposal of tangible and intangible
fixed assets
3.2.6.1.1
679,648
82,273
597,375
509,588
-458
-9,177
Disbursements for acquisitions of financial assets
(non-consolidated securities)
-458
Proceeds from the disposal of financial assets
(non-consolidated securities)
Dividends received (equity affiliates,
non-consolidated securities)
Change in loans and advances granted
Foncière des Régions
281
2,792
1,580
1,212
115,849
13,022
0
13,022
43,605
187,923
74,312
113,611
20,625
Reference Document 2014
3
3
Financial information
Consolidated financial statements as at 31 December 2014
Note
(€K)
Investment grants received
Other cash flows related to investment operations
31/12/2014
before Discontinued
reclass.
operations
31/12/2014
31/12/2013
500
0
0
0
-4,526
0
-4,526
Net cash flow from continuing operations
related to investment activities
-69,703
Net cash flow from discontinued operations
related to investment activities
193,018
Net cash flow from investment activities
123,315
193,018
123,315
449,660
301,729
0
Amounts received from shareholders in connection
with capital increases:
Paid by parent company shareholders
Paid by minority shareholders of consolidated
companies
Purchases and sales of treasury shares
301,729
0
0
0
2,217
0
11,492
2,217
-285
Dividends paid during the fiscal year:
Dividends paid to parent company shareholders
3.1.4
Dividends paid to minority shareholders
-262,720
0
-262,720
-240,910
-163,698
0
-163,698
-105,961
Proceeds related to new borrowings
3.2.6.11
3,258,294
0
3,258,294
2,322,684
Repayment of borrowings (including finance lease
agreements)
3.2.6.11
-2,838,347
-298
-2,838,049
-2,465,047
3.2.7.4
-275,535
-275,535
-285,033
-176,885
-75,891
Net interest paid (including finance lease agreements)
Other cash flows from financing activities
-198,716
-21,831
Net cash flow from continuing operations
related to financing activities
-154,647
Net cash flow from discontinued operations
related to financing activities
-22,129
Net cash flow from financing activities
-176,776
Impact of changes in accounting policies
3.2.6.9
-22,129
-176,776
-3,302
0
Change in net cash of continuing operations
-838,951
-3,302
423,371
Change in net cash of discontinued operations
274,970
274,970
CHANGE IN NET CASH
698,341
698,341
243,156
Opening cash position
228,161
228,161
-14,994
Closing cash position
926,502
926,502
228,162
CHANGE IN CASH AND CASH EQUIVALENTS
698,341
698,341
243,156
31/12/2014
31/12/2013
Note
Gross cash and cash equivalents (a)
31/12/2014
before Discontinued
reclass.
operations
3.2.6.9
1,028,642
1,028,642
381,541
3.2.6.11
-94,312
-94,312
-153,378
Net cash and equivalents (c) = (a) - (b)
934,330
934,330
228,161
Of which available net cash and cash equivalents
926,502
926,502
7,828
7,828
Debit balances and bank overdrafts (b)
Of which unavailable net cash and cash equivalents
Gross debt (d)
8,892,922
Amortisation of financing costs (e)
NET DEBT (D) - (C) + (E)
(1)
6
-74,311
7,884,281
6
8,892,916
8,428,157
-74,311
-82,974
7,884,275
8,117,022
The impact of the changes in the scope of consolidation (-€193.6 million) mainly reflect the disbursements for the acquisition of two companies
in the German Residential segment and in the Service sector (Amsterdam -€48.3 million, Germany -€265.2 million) and the sale of securities
in the German Residential segment (+€84.2 million) and the Logistics segment (+€44.4 million).
Foncière des Régions
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Reference Document 2014
Financial information
Notes to the consolidated financial statements
3.2. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3.2.1. Accounting principles and policies
3.2.1.1. General principles – Accounting
references
29 December 2012. This standard requires that entities under
significant influence or investments in “joint ventures” over
which the entity exercises joint control be consolidated using
the equity method. The revision concerns, among other things,
a few clarifications pertaining to the unit of account of certain
equity investments and the recognition of fluctuations in
interest rates
The consolidated financial statements of the Foncière des
Régions group at 31 December 2014 were prepared in compliance
with the international accounting standards and interpretations
issued by the IASB (International Accounting Standards Board)
and adopted by the European Union as of the preparation
date. These standards comprise IFRS (International Financial
Reporting Standards) and IAS (International Accounting
Standards) principles as well as their interpretations.
ww
amendment to IAS 32 “Financial instruments: Presentation”
adopted by the European Union on 29 December 2012. The
amendment aims to clarify offsetting requirements for
financial instruments mentioned in paragraph 42 of IAS 32,
by stating what having a legally enforceable right of set-off
involves and indicating the circumstances under which some
gross settlement systems may be considered equivalent to net
settlements. This amendment has not had a significant impact
on the financial statements as at 31 December 2014
They were approved by the Board of Directors on 19 February 2015.
3.2.1.1.1. Accounting principles and policies
The accounting principles applied to the consolidated financial
statements as at 31 December 2014 are identical to those used
for the consolidated financial statements as at 31 December
2013, with the exception of new standards and amendments
whose application is mandatory as from 1 January 2014 and
which were not applied early by the group.
ww
amendments to IAS 36 “Recoverable Amount Disclosures for
Non-Financial Assets” published by the IASB on 29 May 2013
and adopted by the European Union on 19 December 2013.
These amendments have not had a significant impact on the
financial statements as at 31 December 2014
ww
amendments to IAS 39 and IFRS 9 “Novation of Derivatives
and Continuation of Hedge Accounting” published by the
IASB on 27 June 2013 and adopted by the European Union on
19 December 2013. These amendments have not had a significant impact on the financial statements as at 31 December 2014.
New standards for which application is mandatory on or after
1 January 2014 include:
ww
IFRS 10 “Consolidated financial statements” published by the
IASB on 12 May 2011 and adopted by the European Union on
29 December 2012
As part of the adoption of IFRS 10, 11 and 12, the group conducted
a comprehensive analysis of companies that have governance
agreements in place with external investors in order to assess
the level of control that the group has over the assets concerned.
This analysis did not lead to any modification in the assessment
of control of the group’s companies or the consolidation methods.
ww
IFRS 11 “Joint Arrangements”, published by the IASB on 12 May
2011 and adopted by the European Union on 29 December
2012. This standard introduces a distinction between joint
operations and joint ventures. For the latter, it provides for a
single accounting method – equity accounting – and eliminates
the option of proportionate consolidation
The new amendments and standards adopted by the European
Union for which application was not mandatory until 1 January
2014 and which were not applied early by the Foncière des
Régions group were:
ww
IFRS 12 “Disclosure of Interests in Other Entities” published
by the IASB on 12 May 2011 and adopted by the European
Union on 29 December 2012. The purpose of IFRS 12 is to
require disclosures that enable users of financial statements
to assess the basis of control, any restriction on consolidated
assets and liabilities, exposure to risk resulting from interests
in unconsolidated structured entities, and the participation of
minority interests in the activities of consolidated entities
ww
IFRIC 21 “Levies charged by public authorities”, dated 20 May
2013, adopted by the European Union on 13 June 2014,
IAS interpretation 37 “Provisions, Contingent Liabilities and
Contingent Assets”: states that the obligating event which
creates a liability for a duty or a tax payable is the activity
that makes the duty or tax chargeable, as defined in legal or
regulatory provisions. This interpretation goes into effect for
companies no later than the opening date of their first fiscal
year beginning on or after 17 June 2014. The group is currently
studying the impact of applying the IFRIC 21 interpretation on
the consolidated financial statements as at 1 January 2015
ww
investment entities: amendments to IFRS 10, IFRS 12 and
IAS 27 “Consolidated Financial Statements, Disclosure of
Interests in Other Entities, and Separate Financial Statements”,
published by the IASB on 31 October 2012 and adopted by the
European Union on 20 November 2013
ww
amendments to the transitional provisions of IFRS 10, 11 and
12 “Consolidated Financial Statements, Joint Arrangements
and Disclosure of Interests in Other Entities: transitional
provisions” published by the IASB on 28 June 2012 and adopted
by the European Union on 4 April 2013
ww
amendments to IAS 19 “Defined Benefit Plans – Employee
contributions”
ww
annual improvements to IFRS (2010-2012 cycle)
ww
annual improvements to IFRS (2011-2013 cycle).
ww
amendments to IAS 28 (revised in 2011) “Investments in
associates and joint ventures” published by the IASB on
11 December 2012 and adopted by the European Union on
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Reference Document 2014
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Financial information
Notes to the consolidated financial statements
group takes into consideration any facts and circumstances when
it evaluates whether the voting rights that it holds in the issuing
entity are sufficient to confer power to the group, including the
following:
IFRS standards and amendments published by the IASB but not
adopted by the European Union, not yet mandatory for fiscal years
starting 1 January 2014:
ww
IFRS 15: “Income from contracts with customers”. According to
the IASB, the enforcement date has been set at 1 January 2017
ww
the number of voting rights that the group holds compared to
the number of rights held respectively by the other holders of
voting rights and their dispersion
ww
IFRS 9 “Financial instruments: hedge accounting and modifications to IFRS 9, IFRS 7 and IAS 39”; According to the IASB,
the enforcement date has been set at 1 January 2018
ww
the potential voting rights held by the group, other holders of
voting rights or other parties
ww
annual improvements to IFRS (2012-2014 cycle)
ww
the rights under other contractual agreements
ww
amendments to IFRS 11 “Amendments: Recognition of acquisitions of interests in joint operations”
ww
the other facts and circumstances, where applicable, which
indicate that the group has or does not have the actual ability
to manage relevant business activities at the moment when
decisions must be made, including voting patterns during
previous General Meetings.
ww
amendments to IAS 16 and IAS 38 – Amendments:
Clarifications on methods of depreciation and amortisation”
ww
amendments to IFRS 10 and IAS 28 “Investments in associates
and joint ventures”
ww
amendments to IAS 1 “Presentation of financial statements”.
Subsidiaries and structured entities are fully consolidated.
3.2.1.2. Presentation of the financial
statements
3.2.1.3.2.Associates
An associate is an entity in which the group has significant
control. Significant control is the power to participate in decisions
relating to the financial and operational policy of an issuing entity
without exercising joint control on these policies.
The Foncière des Régions group has applied the EPRA recommendations since the presentation of its consolidated financial
statements for the year ended 31 December 2010.
The results and the assets and liabilities of associates were
accounted for in these consolidated financial statements using
the equity method.
3.2.1.3. Consolidation principles
As part of the application of the new standards under IFRS 10, 11
and 12, the group updated its definition of control.
3.2.1.3.3. Partnerships (or joint control)
Joint control means the contractual agreement to share the
control exercised over a company, which only exists in the event
where the decisions concerning relevant business activities
require the unanimous consent of the parties sharing the control.
3.2.1.3.1. Consolidated subsidiaries
and structured entities
These financial statements include the financial statements of
Foncière des Régions and the financial statements of the entities
(including structured entities) that it controls and its subsidiaries.
3.2.1.3.3.1. Joint ventures
A joint venture is a partnership in which the parties who exercise
joint control over the operation have rights to said operation’s
net assets.
The Foncière des Régions group hold control when it:
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has power over the issuing entity
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is exposed or is entitled to variable returns due to its ties with
the issuing entity
The results and the assets and liabilities of joint ventures were
accounted for in these consolidated financial statements using
the equity method.
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has the ability to exercise its power in such as manner as to
affect the amount of returns that it receives.
3.2.1.3.3.2. Joint operations
The Foncière des Régions group must reassess whether it
controls the issuing entity when facts and circumstances indicate
that one or more of the three elements of control listed above
have changed.
A joint operation is a partnership in which the parties who exercise joint control over the operation have rights to the assets and
obligations for the liabilities pertaining to said operation. These
parties are called co-participants.
A structured entity is an entity designed so that voting rights or
similar rights are not the determining factor to establish control
of the entity; this is the case when voting rights solely concern
administrative tasks while the relevant activities are managed
through contractual agreements.
Each co-participant must account for the following items in
proportion to its interests in the joint operation:
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its assets, including its proportionate share of assets held
jointly, where applicable
If the group does not hold the majority of the voting rights in an
issuing entity in order to determine the power exercised over an
entity, it analyses whether it has sufficient rights to unilaterally
manage the issuing entity’s relevant business activities. The
Foncière des Régions
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its liabilities, including its proportionate share of liabilities
assumed jointly, where applicable
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the income that it made from the sale of its proportionate share
in the yield generated by the joint operation
In accordance with IFRS 8, the group presented comparative
information for the new operating segments.
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its proportionate share of income made from the sale of the
yield generated by the joint operation
As a result, the operating segments are as follows:
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France Offices: office real estate assets located in France
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the expenses that it has committed, including its proportionate
share of expenses committed jointly, where applicable.
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Italy Offices: office and commercial real estate assets located
in Italy
The co-participant accounts for the assets, liabilities, income
and expenses pertaining to its interests in a joint operation in
accordance with the IFRS that apply to these assets, liabilities,
income and expenses.
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Service Sector: service sector in the hotel, retail premises and
health sectors held by Foncière des Murs
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Germany Residential: residential real estate assets in Germany
held by Immeo AG
No group company is considered a joint operation.
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France Residential: residential real estate assets in France and
in Luxembourg held by Foncière Développement Logements
3.2.1.4. Estimates and Judgments
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Car Parks: the parking facilities owned outright or leased by
Urbis Park, and related business activities.
The financial statements have been prepared in accordance
with the historic cost convention, with the exception of investment properties and certain financial instruments, which were
accounted for in accordance with the fair value convention. In
accordance with the conceptual framework for IFRS, preparation
of the financial statements requires making estimates and using
assumptions that affect the amounts shown in these financial
statements.
These segments are reported on and analysed regularly by the
management of the Foncière des Régions group in order to make
decisions on what resources to allocate to the segment and to
evaluate their performance.
As at 31 December 2014, Logistics no longer appears under
operating segments. In accordance with the application of IFRS 5,
the Logistics business activity, which is being sold, is presented
in the financial statements as discontinued operations.
Significant estimates made by the Foncière des Régions group in
preparing the financial statements primarily apply to:
In Section 3.2.10, the group presented the financial statements for
the comparative fiscal year (excluding discontinued operations).
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valuations used for testing impairment, in particular assessing
the recoverable value of goodwill and intangible fixed assets
3.2.1.6. Valuation methods and principles
applied by Foncière des Régions
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the assessment of the fair value of investment properties
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the assessment of the fair value of financial instruments
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the assessment of provisions.
3.2.1.6.1. Intangible fixed assets
Because of the uncertainties inherent in any valuation process,
the Foncière des Régions group reviews its estimates based on
regularly updated information. The future results of the transactions in question may differ from these estimates.
Identifiable intangible fixed assets are amortised on a straightline basis over their expected useful lives. Intangible fixed assets
acquired appear on the balance sheet at acquisition cost. They
primarily include entry fees (long-term leases conferring ad
rem rights and occupancy rights for car parks), and computer
software.
In addition to the use of estimates, the group’s management
makes use of judgements to define the appropriate accounting
treatment of certain business activities and transactions when
the IFRS standards and interpretations in effect do not precisely
handle the accounting issues involved. Specifically, management
exercises its judgment in classifying leasing agreements (operating and finance leases).
Intangible fixed assets are amortised on a straight-line basis,
as follows:
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software: over a period of 1 to 3 years
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occupancy rights: 30 years.
3.2.1.6.1.1. Fixed assets in the concession segment –
Concession activity
3.2.1.5. Operating segments
The Foncière des Régions group holds a diverse real estate
portfolio to collect rental income and benefit from appreciation
in the assets held. Segment reporting has been organised around
client type and asset type.
The Foncière des Régions group has applied IFRIC 12 to the
consolidated financial statements since 1 January 2008. An
analysis of the group’s concession agreements results in
classifying agreements as intangible assets as the group is paid
directly by users for all car parks operated without a subsidy
from public authorities. These concession assets are assessed
at historical cost less accumulated depreciation and any impairment. Wholly-owned car parks remain classified under property,
plant and equipment.
The Foncière des Régions group modified its operating segments
in the presentation of its consolidated financial statements as
at 31 December 2014, in keeping with the reporting segments
and strategy followed by management at the end of 2014. The
Residential segment was divided into France Residential and
Germany Residential.
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3.2.1.6.2. Business combinations (IFRS 3)
The assets are accounted for at their net market value.
An entity must determine whether a transaction or event constitutes a business combination within the meaning of the definition
of IFRS 3, which stipulates that a business is an integrated
set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return directly to
investors in the form of dividends, lower costs or other economic
advantages.
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For France Offices, Italy Offices and Logistics, valuations are
performed via two methods:
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the yield (or income capitalisation) method:
This approach consists of capitalising an annual income,
which, in general, is rental income from occupied assets,
with the possible impact of a reversion potential, and market
rent for vacant assets, taking into account the time needed
to find new tenants, any renovation work and other costs
In this case, acquisition costs are set at fair value on the date
of the exchange of assets and liabilities and equity instruments
issued for the purpose of acquiring the entity. Goodwill is
accounted for as an asset for the surplus of the acquisition cost
on the portion of the buyer’s interest in the fair value of assets and
liabilities acquired, net of any deferred taxes. Negative goodwill
is recorded in the income statement.
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the discounted cash flow (DCF) method
This method consists of determining the useful value of
an asset by discounting the forecast cash flows that it is
likely to generate over a given time frame. The discount
rate is determined on the basis of the risk-free rate plus
a risk premium associated with the asset and defined by
comparison with the discount rates applied to cash flows
generated by similar assets.
To determine whether a transaction constitutes a business
combination, the group considers whether an integrated set of
businesses is acquired in addition to real estate whose criteria
may be the number of assets and the existence of a process such
as asset management or sales and marketing units.
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For the Service Sector, the methodology changes according
to the type of asset:
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the rent capitalisation method is used for retirement homes,
clinics, restaurants, garden centres and Club Méditerranée
holiday villages
If the group concludes that the transaction is not a business
combination, it is accounted for as acquisition of assets and
applies the standards appropriate to acquired assets.
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the DCF method is used for hotels (including the revenue
forecasts determined by the appraiser) and Sunparks holiday
villages.
3.2.1.6.3. Investment properties (IAS 40)
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For the Residential segment, the methodology changes according to the type of asset:
Investment properties are real estate properties held for
purposes of leasing within the context of operating leases or
long-term capital appreciation (or both).
The assets are accounted for at their net fair value. The fair
value is determined based on:
Investment properties represent the majority of the group’s
portfolio. Assets occupied by the Foncière des Régions group
are accounted for under tangible fixed assets.
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a block value for assets for which no sales strategy has been
developed or which have not been marketed
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an occupied retail value for assets on which at least one offer
has been made before the closing date.
Under the option offered by IAS 40, investment properties are
assessed at fair value. Changes in fair value are recorded in the
income statement. Investment properties are not depreciated.
Appraisers assume a lump-sum transfer duty of 6.2% in
France and between 4.5% and 5.0% in Germany, on average.
The following valuation methods were used:
Valuation work is carried out in accordance with the code of
conduct applicable to SIICs, and in accordance with the Charter
of property valuation appraisal, the recommendations of the
COB/CNCC working group chaired by Mr Barthès de Ruyther
and the international plan in accordance with European TEGoVA
standards as well as those of the Red Book of the Royal Institution
of Chartered Surveyors (RICS).
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for assets located in France: the leasing revenue discount
method and the comparison method
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for assets located in Luxembourg: the leasing revenue discount
method
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for assets located in Germany: the discounted cash flow
method.
The real estate portfolio directly held by the group underwent a
complete valuation on 31 December 2014 by independent real
estate experts such as REAG, DTZ Eurexi, CBRE, JLL, BNP
Paribas Real Estate, Cushman and Yard Valtech.
The resulting values are also compared with the initial rate of
return and the monetary values per square metre of comparable
transactions and transactions carried out by the group.
Assets were estimated at values excluding and/or including
duties, and rental income at market value. Estimates were made
using the comparative method, the rent capitalisation method
and the discounted future cash flows method.
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For the Foncière des Régions group, only assets corresponding
to the above criteria and included in a planned sales programme
drawn up by the Board of Directors are classified as non-current
assets held for sale.
IFRS 13 – Fair Value Measurement establishes a fair value
hierarchy that categorises the inputs used in valuation techniques
into three levels:
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Level 1: the valuation refers to quoted prices (unadjusted) in
active markets for identical assets or liabilities that the entity
can access at the measurement date
The conditions for valuing these assets are identical to those
expressed above for investment properties if no sale commitment
has been signed. If a sale commitment exists on the account
closing date, the price of the commitment net of expenses
constitutes the fair value of the asset held for sale.
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Level 2: the valuation refers to valuation methods using inputs
that are observable for the asset or liability, either directly or
indirectly, in an active market
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Level 3: the valuation refers to valuation methods using inputs
that are unobservable in an active market.
3.2.1.6.7. Financial assets
The fair value measurement of investment properties requires
the use of different valuation methods using unobservable or
observable inputs to which some adjustments have been applied.
Accordingly, the group’s portfolio are mainly categorised as Level
3 in respect of the IFRS 13 fair value hierarchy.
3.2.1.6.7.1. Other financial assets
Other financial assets consist of investment-fund holdings, which
cannot be classified as cash or cash equivalents.
These securities are accounted for upon acquisition at acquisition
cost plus transaction costs. They are then valued at fair value
in the income statement on the closing date. The fair value is
arrived at on the basis of recognised valuation techniques (reference to recent transactions, discounted cash flows, etc.). Some
securities that cannot be reliably valued at fair value are valued
at acquisition cost.
3.2.1.6.4. Assets under development
(revised IAS 40)
Since 1 January 2009, in accordance with amended IAS 40, assets
under construction are valued according to the general fair-value
principle, except where it is not possible to determine this fair
value on a reliable and ongoing basis. In such cases, the asset
is valued at cost.
Securities available for sale of public and private companies are
recorded at their stock-market price with an offsetting entry in
shareholders’ equity in accordance with IAS 39.
As a result, development programmes and extensions or
remodelling of existing assets that are not yet commissioned
are valued at their fair value, and are treated as investment
properties whenever the administrative and technical fair-value
reliability criteria – i.e. administrative, technical and commercial
criteria – are met.
Dividends received are recognised when they have been approved
by vote.
3.2.1.6.7.2.Loans
When they are initially accounted for, loans are valued at their
fair value increased by the transaction costs directly attributable
to them.
In accordance with revised IAS 23, the borrowing cost during a
period of construction and renovation is included in the cost of the
assets. The capitalised amount is determined on the basis of fees
paid for specific borrowings and, where applicable, for financing
from general borrowings based on the weighted average rate of
the particular debt.
At each closing, loans are recorded at their amortised value.
Moreover, provisions for impairment are made and accounted
for on the income statement when there is an objective indication
of impairment as a result of an event occurring after the initial
recording of the asset.
3.2.1.6.5. Tangible fixed assets (IAS 16)
3.2.1.6.7.3. Cash and cash equivalents
Pursuant to the preferred method proposed by IAS 16, operating
assets and wholly-owned car parks are valued at historical cost
less accumulated depreciation and any potential impairment.
Cash and cash equivalents include cash, short-term deposits,
and money-market funds. These are short-term, highly liquid
assets that are easily convertible into a known cash amount, and
for which the risk of a change in value is negligible.
3.2.1.6.6. Non-current assets held
for sale (IFRS 5)
3.2.1.6.8. Investments in associates (IAS 28)
In accordance with IFRS 5, when Foncière des Régions decides
to dispose of an asset or group of assets, it classifies it/them as
an asset or assets held for sale if:
In accordance with IAS 28, and IFRS 10, 11 and 12, an associate
is an entity in which the group has significant influence on its
financial and operational policies without having control.
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the asset or group of assets is available for immediate sale in
its current condition, subject only to normal and customary
conditions for the sale of such assets
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its sale is likely within one year and marketing for the property
has been initiated.
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Moreover, finance-lease assets related to doubtful contracts
manifesting termination risks that are considered significant are
independently appraised at market value. When these valuations,
net of transfer taxes, and line-by-line, are lower than the net
financial value, an impairment provision equal to the difference
is accounted for.
Investments in associates are accounted for by the equity method.
According to this method, the group’s investment in the associate
is initially accounted for at cost, increased or reduced by changes
subsequent to acquisition in the share of the net assets of the
associate. The goodwill related to an associate is included in
the book value of the investment, if it is not impaired. The share
in earnings for the period is shown on the line item “Share in
income of equity affiliates”.
3.2.1.6.11. Treasury stock
The financial statements of associates are prepared for the same
accounting period as for the parent company, and adjustments
are made, where relevant, to adapt the accounting methods to
those of the Foncière des Régions group.
If the group buys back its own equity instruments (treasury
shares), these are deducted from shareholders’ equity. No
profit or loss is accounted for in the income statement when
group equity capital instruments are purchased, sold, issued or
cancelled.
3.2.1.6.9.Inventories
3.2.1.6.12. Retirement commitments
The inventories held by the Foncière des Régions group relate
mainly to Beni Stabili’s Trading portfolio. They are intended to be
sold during the normal course of business. They are recorded at
acquisition price and, as applicable, are subject to depreciation in
relation to the sale value (independent appraisal value).
Retirement commitments are accounted for in accordance with
revised IAS 19. Liabilities arising from defined benefit pension
schemes are provisioned on the balance sheet for existing staff
at the closing date. They are calculated according to the projected
credit units method based on valuations made at each year-end.
The past service cost corresponds to benefits granted, either
when the company adopts a new defined-benefits scheme, or
when it changes the level of benefits of an existing scheme.
When new benefits are granted upon adoption of a new scheme
or change in an existing scheme, the past service cost is immediately accounted for in the income statement.
3.2.1.6.10. Trade receivables
Receivables consist mainly of operating and finance lease
receivables. These items are valued at amortised cost. In the
event that the recoverable value is lower than net book value,
the group may be required to account for an impairment charge
through profit or loss.
Conversely, when adoption of a new scheme or change in an
existing scheme gives rise to the vesting of benefits after its
implementation date, the past service cost is accounted for as
an expense on a straight-line basis over the average remaining
period until the benefits become fully vested. Actuarial gains and
losses result from the effects of changes in actuarial assumptions and experience adjustments (differences between actuarial
assumptions and what has actually occurred). The change in
actuarial gains and losses is accounted in other comprehensive
income. The expense recognised in operating income includes
the cost of services rendered during the year, amortisation of
past service costs and the effects of any reduction or liquidation
of the scheme; the cost of discounting is accounted for in net
financial income. Valuations are made taking into account the
Collective Agreements applicable in each country and in keeping
with various local regulations. For each employee, the retirement
age is the social security eligibility age.
3.2.1.6.10.1. Receivables from operating-lease
transactions
For operating-lease receivables, a provision is made at the first
non-payment. The impairment rates applied by Foncière des
Régions are as follows:
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10% of the total amount of the receivable for tenants whose
receivables are less than three months overdue
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50% of the total amount of the receivable for tenants whose
receivables are between three and six months overdue
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100% of the total amount of the receivable for tenants whose
receivables are more than six months overdue, or involving a
vacated tenant.
Receivables and the theoretical provisions resulting from the
rules set out above are reviewed on a case-by-case basis in order
to factor in any specific situations.
3.2.1.6.13. Financial liabilities
3.2.1.6.10.2. Receivables from finance-lease
transactions
Financial liabilities include borrowings and other interest-bearing
debt.
Receivables are accounted for at their amortised value. When the
financial position of the debtor gives grounds for the likelihood of
non-recovery, a provision is made.
When they are first accounted for, financial liabilities are
measured at fair value in accordance with the transaction costs
directly attributable to the issue of the liability. They are then
accounted for at amortised cost based on the effective interest
rate. The effective rate includes the nominal rate and actuarial
amortisation of issue expenses and issue and redemption
premiums.
Provisions for doubtful unpaid receivables in relation to financial
contracts are made for at least the interest billed according to
the terms of the contract.
Termination fees are accounted for when invoiced. Given the
significant possibility of non-recovery, these revenues are generally subject to depreciation by an identical amount.
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Financial liabilities of less than one year are posted under
“Current financial liabilities”.
3.2.1.6.15. Current taxation and deferred taxes
(including the exit tax)
Convertible bonds (ORNANE-type) issued by the Foncière des
Régions group are either (i) accounted for at fair value through
in the income statement or (ii) accounted for separately as a
financial liability at amortised cost and an embedded derivative
measured at fair value in the income statement.
3.2.1.6.15.1. SIIC tax regime (French companies)
Opting for the SIIC tax regime involves the immediate liability
for an exit tax at the reduced rate of 19% on unrealised capital
gains relating to assets and securities of entities not subject to
corporation tax. Exit tax is payable over four years, in four instalments, starting with the year the option is taken up. In return, the
company is exempted from income tax on the SIIC business and
is then subject to distribution obligations.
For Foncière des Régions, the fair value is determined according
to the average monthly bond price.
In the case of financial liabilities resulting from the recognition
of finance lease agreements, the financial liability recognised
against the tangible fixed asset is initially accounted for at the
leased asset’s fair value, or if lower, at the discounted value of
the minimum lease payments.
1. Exemption of SIIC revenues
SIIC revenues are exempt from taxes concerning:
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revenue derived from asset leasing
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capital gains realised on asset disposals, investments in
companies having opted for the tax treatment or companies
not subject to corporation tax in the same business, as well as
the rights adhering to a lease contract and real estate rights
under certain conditions
3.2.1.6.13.1. Tenant security deposits
The Foncière des Régions group discounts security deposits at
the average financing rate of the structure and over the average
remaining term of the leases determined for each type of asset.
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dividends of SIIC and non-SIIC subsidiaries under certain
conditions.
3.2.1.6.14. Derivatives and hedging instruments
2. Distribution obligations
The distribution obligations associated with exemption profits
are the following:
The Foncière des Régions group uses derivatives to hedge its
floating rate debt against interest rate risk (hedging of future
cash flows).
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95% of earnings derived from asset leasing
Derivative financial instruments are recorded on the balance
sheet at fair value. Fair value is calculated using valuation techniques that use mathematical calculations based on recognised
financial theories and parameters that incorporate the prices of
market-traded instruments. This valuation is carried out by an
external service provider.
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60% of the capital gains from disposals of assets and shares in
subsidiaries having opted for the tax treatment or subsidiaries
not subject to corporation tax for two years
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100% of dividends from subsidiaries that have opted for the tax
treatment or subsidiaries under Article 8 of the French General
Tax Code with identical corporate purposes as SIICs.
The group has been applying IFRS 13 since 1 January 2013. This
standard requires accounting for counterparty risk (i.e. the risk of
a counterparty defaulting on its commitments) in the assessment
of the fair value of financial assets and liabilities.
The exit tax liability is discounted on the basis of the initial
payment schedule determined from the first day the relevant
entities adopted SIIC status.
The liability initially accounted for is discounted and an interest
charge is applied at each closing, allowing the liability to reflect
the net discounted value as at the closing date. The discount rate
used is based on the yield curve, given the deferred payment.
The majority of the financial instruments in the Italy Offices
segment qualify for hedge accounting as defined by IAS 39.
Since 1 January 2010, FDR4, a company 75% indirectly owned by
Foncière des Régions and fully consolidated, also qualifies for
hedge accounting as defined by IAS 39. In fact, Beni Stabili and
FDR4 use derivatives to hedge their floating rate debt against
interest rate risk (hedging of future cash flows) and apply hedge
accounting when the terms of documentation and effectiveness
(ex-ante and ex-post) are met. In this case, changes in fair value
of the effective portion of the hedge are accounted for net of tax
in shareholders’ equity until the hedged transaction occurs. The
ineffective portion is recorded on the income statement.
3.2.1.6.15.2. Ordinary law regime and deferred taxes
Deferred taxes result from temporary differences in taxation or
deduction and are calculated using the liability method, and on
all temporary differences in individual accounts, or resulting from
consolidation adjustments. The valuation of the deferred tax assets
and liabilities must reflect the tax consequences that would result
from the method by which the company seeks to recover or settle
the book value of its assets and liabilities at year-end. Deferred
taxes are applicable to Foncière des Régions’ entities that are not
eligible for or have not opted for the SIIC tax regime.
In other cases, given the characteristics of its debt, as at
1 January 2007, the Foncière des Régions group no longer qualifies for hedge accounting under IAS 39. All derivative instruments
are therefore accounted for at their fair value, and changes are
reflected in the income statement. The revaluation reserve for
financial instruments recorded in shareholders’ equity until
31 December 2006 is amortised over the remaining maturity of
the hedges.
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Stock options and bonus shares are valued by Foncière des
Régions at the date of their award under a binomial valuation
model. This model takes into account the features of the plan
(price and exercise period), market data upon award (risk
free rate, share price, volatility and expected dividends), and
assumptions of beneficiary behaviour. The benefits thus granted
are accounted for as expenses for the vesting period, and offset
by an increase in shareholders’ equity.
A deferred tax asset is recognised in the case of deferrable tax
losses in the likely event that the entity in question, not eligible
for the SIIC regime, will have taxable future profits against which
the tax losses may be applied.
In the case where a French company intends to opt directly or indirectly for SIIC tax treatment in the near future, an exception under
the ordinary law regime is applied by anticipating the application
of the reduced rate (exit tax) in the valuation of deferred taxes.
In 2014, a total of 66,471 bonus shares were awarded to certain
categories of employees. This expense is recorded under net
financial income for the period.
3.2.1.6.15.3. SIIQ tax regime (Italian companies)
Opting for the SIIQ tax treatment triggers immediate liability for
exit tax at a reduced 20% tax rate on the unrealised capital gains
relating to the assets eligible for SIIQ tax treatment. The exit tax
is payable over a maximum of five years.
3.2.1.6.18. Earnings per share (IAS 33)
Basic earnings per share are calculated by dividing the income
attributable to holders of ordinary Foncière des Régions shares
(the numerator) by the average weighted number of ordinary
shares outstanding (the denominator) over the period.
In 2014, a new decree was promulgated (Law Decree
No. 133/2014). Previously, the company was exempted from tax on
the SIIQ revenues (“rental” asset rental income and dividends of
subsidiaries subject to the tax treatment) on condition of an 85%
distribution ceiling. This ceiling has now been lowered to 70%.
To calculate diluted earnings per share, the average number of
shares outstanding is adjusted to reflect the conversion of all
dilutive potential ordinary shares, including share subscription
options and bonus shares being vested and convertible bonds
(ORNANE-type).
Moreover, the decree requires that 50% of the capital gains on
the disposal of assets eligible for the SIIQ regime be distributed
within two years following their recognition.
The dilutive effect is calculated using the treasury stock method.
The number calculated through this method is added to the
average number of shares outstanding and becomes the denominator. To calculate diluted earnings, income attributable to
holders of ordinary Foncière des Régions shares is adjusted by:
In compensation, no tax is payable on capital gains from asset
disposals and earnings from this business activity.
3.2.1.6.16. Rental income
According to the presentation of the income statement recommended by the EPRA, rental income is treated as revenues.
Car-park receipts, disposals of assets in inventory and service
charges are thenceforth shown in specific lines of the income
statement below net rental income.
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all dividends or other items under dilutive potential ordinary
shares that were deducted to arrive at the income attributable
to holders of ordinary shares
As a general rule, invoicing is quarterly. The rental income of
investment properties is straight-line accounted for over the
term of ongoing leases. Any benefits granted to tenants (rentfree periods, step rental leases) are amortised on a straight-line
basis over the duration of the lease agreement, in compliance
with SIC 15.
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any change in income and expenses resulting from the conversion of dilutive potential ordinary shares.
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interest accounted for during the fiscal year to dilutive potential
ordinary shares
3.2.1.6.19. IFRS 7 – Reference table
3.2.1.6.17. Share-based payments (IFRS 2)
The application of IFRS 2 has resulted in the recognition of an
expense for benefits granted to employees in the form of sharebased payments. This expense is recorded as non-recurring
income for the year.
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Market risk
§ 3.2.2.1
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Liquidity risk
§ 3.2.2.2
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Financial expense sensitivity
§ 3.2.2.3
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Credit risk
§ 3.2.2.4
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Sensitivity of the fair value
of investment properties
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Covenants
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§ 3.2.6.1.2
§ 3.2.6.11.4
Financial information
Notes to the consolidated financial statements
3.2.2. Financial risk management
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the Italy Offices business is based mainly in the Milan and
Rome areas, where economic activity is the most robust, and
where the assets are rented to top-tier tenants, including
Telecom Italia, which accounts for 53.5% of Beni Stabili’s
annual rental income
The operating and financial activities of the company are exposed
to the following risks:
3.2.2.1. Market risk
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the holding of real estate assets intended for leasing exposes
the Residential segment to the risk of fluctuation in the value of
real estate assets and lease payments. Despite the uncertainty
created by the economic downturn, this exposure is limited
to the extent that the rentals invoiced are derived from rental
agreements, the term and diversification of which mitigate the
effects of fluctuations in the rental market.
The holding of real estate assets intended for leasing exposes
Foncière des Régions to the risk of fluctuation in the value of real
estate assets and lease payments.
Despite the uncertainty created by the economic downturn, this
exposure is limited to the extent that the rentals invoiced are
derived from rental agreements, the term and diversification of
which mitigate the effects of fluctuations in the rental market.
The sensitivity of the fair value of investment properties to
changes in capitalisation rates is analysed in Section 3.2.6.1.2.
Nevertheless, it is important to note the specific features relating
to certain Foncière des Régions segments or geographical areas:
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fluctuations in rental income in the Service Sector are based on
indices used as the basis for the indexation of lease payments
and fluctuations in Accor revenue for the hotels in question.
In the event of a deterioration in the real estate investment
market, Foncière des Murs might experience corrections in
value, the extent of which would be limited by the protection
provided by agreements made with its tenants
3.2.2.2. Liquidity risk
The management of liquidity risk is performed in the medium
and long term in the form of multi-year cash management plans
and, in the short term, by recourse to confirmed and undrawn
lines of credit. At the end of 2014, Foncière des Regions’ available
cash and cash equivalents amounted to €2,449 million, including
€1,261 million in unconditional credit lines, €1,029 million in
investments, and €183 million in unused overdraft facilities.
The graph below summarises borrowing maturities in €m, including treasury bills existing at 31 December 2014:
2,500
2,000
1,500
1,000
500
0
2015
Maturities
2016
2017
2018
2019
2020
2021
2022
2023
and later
Interests
Details concerning debt maturities are provided in Note 3.2.6.11.1,
and a description of banking covenants and accelerated payment
clauses included in the loan agreements is presented in
Note 3.2.6.11.4.
extend their maturity. As a result, €260 million in corporate
credit facilities were renegotiated or refinanced. In addition,
€39 million in new corporate debts were taken out.
In September 2014, Foncière des Régions issued a bond of
€500 million with a maturity of September 2021 and a fixed
coupon of 1.75%, for a spread of 105 bps. This supports the
ongoing strategy of extensive diversification of financing
sources, reduction in the cost of the debt and the extension
of its maturity.
The group set up or renegotiated the following financing facilities
in 2014:
ww
France Offices:
During the second half of 2014, Foncière des Régions continued the process of renegotiating its corporate credit facilities
initiated in 2013 to optimise their financial conditions and
Foncière des Régions
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Financial information
Notes to the consolidated financial statements
3.2.2.3. Interest rate risk
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Italy Offices:
Beni Stabili placed a €350 million, unsecured inaugural bond
issue in January 2014 with an annual coupon of 4.125% and
maturing in four years, i.e. in January 2018.
The group’s exposure to the risk of changes in market interest
rate rates is linked to its floating rate and long-term financial
debt.
As part of the diversification of its sources of financing,
in March 2014, Beni Stabili successfully completed a private
placement with institutional investors for a total of €250 million
with a 3.50% coupon. The bond matures in April 2019.
To the extent possible, bank debt is almost always hedged via
financial instruments (see 3.2.6.11.3). At 31 December 2014, after
taking interest rate swaps into account, approximately 87% of the
group’s debt was hedged, and most of the remainder is covered
by interest rate caps, which resulted in the following sensitivity
to changes in interest rates:
These new lines also free assets secured by the repayment of
mortgage financing.
In September 2014, Beni Stabili also launched the refinancing
of the IMSER securitisation backed by the €1.7 billion Telecom
Italia asset portfolio via bank financing of €500 million, including mortgage financing of €300 million. This refinancing
significantly reduces the average cost of its debt and increases
its financial flexibility and profitability.
The impact of a 100 bps rate increase as at 31 December 2014 is a
loss of -€6,896,000 on the 2015 net recurring income, group share.
The impact of a 50 bps rate increase as at 31 December 2014 is a
loss of -€3,582,000 on the 2015 net recurring income, group share.
The impact of a 50 bps rate reduction as at 31 December 2014 is a
rise of +€454,000 on the 2015 net recurring income, group share.
Finally, during the year, Beni Stabili renegotiated three existing
funding sources totalling €116 million, and took out €60 million
in new bank borrowings.
3.2.2.4. Financial counterparty risk
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Service Sector:
In May 2014, Foncière des Murs took out €208.6 million in
loans backed by a diversified asset portfolio mainly comprised
of hotel assets, to:
Given Foncière des Regions’ contractual relationships with its
financial partners, the company is exposed to counterparty risk.
If one of its partners is not in a position to honour their undertakings, the group’s net income could suffer adverse impacts.
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refinance the balance of mortgage loans set up in 2007
ww
refinance the €60.2 million mortgage loan taken out in 2013
to optimise the financial conditions of the facility.
This risk primarily involves the hedging instruments entered into by
the group and where default of the counterparty could result in the
need to replace a hedging transaction at the current market rate.
In December 2014, Foncière des Murs added another two years
to the maturity of its covered bond backed by hotel assets. The
bond now matures on 16 November 2021, with a coupon of
2.7540% from 16 February 2015 (initial coupon: 3.682%).
The counterparty risk is limited by the fact that Foncière des
Régions is a borrower, from a structural standpoint. The risk is
therefore mainly restricted to the investments made by the group,
and to its counterparties in derivative product transactions. The
company continually monitors its exposure to financial counterparty risk. The company’s policy is to deal only with top-tier
counterparties, while diversifying its financial partners and its
sources of funding.
Foncière des Murs also raised €35 million in new mortgage
loans for its acquisitions, including that of the NH Amsterdam
Centre hotel (Netherlands) for €27 million.
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Germany Residential:
Immeo raised €68 million in new financing for four- and fiveyear maturities, which are to be used to finance the acquisition
of residential portfolios in Berlin, Dresden and Leipzig.
3.2.2.5. Lease counterparty risk
In October 2014, Immeo also took out mortgage acquisition
loans totalling €145 million with a ten-year maturity, backed
by an asset portfolio consisting of 3,500 residential units in
Berlin and Dresden.
The rental income of Foncière des Régions is subject to a certain
degree of concentration, to the extent that the principal tenants
(Orange, Telecom Italia, Suez Environnement, EDF, Accor, and
Korian) generate the main part of the annual rental income.
ww
France Residential:
Foncière Développement Logements refinanced almost all of
its French debt through a five-year €350 million loan signed
in mid-January 2014. This loan will refinance the balance of
the historical debt, all of the debt taken out at the end of 2012
(both in order to improve financial conditions and lengthen the
maturity), whilst gaining some room to manoeuvre in support
of new acquisitions.
Foncière des Régions does not believe it is significantly exposed
to the risk of insolvency, since its tenants are selected based
on their creditworthiness and the economic prospects of their
market segments. The operational and financial performance
of the largest tenants is monitored regularly. In addition, tenants
grant the group financial guarantees when leases are signed.
The group has not recorded any significant overdue payments.
Foncière des Régions
292
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Financial information
Notes to the consolidated financial statements
3.2.2.6. Risks related to changes
in the value of the portfolio
3.2.2.8. Risks related to changes
in the value of shares and bonds
Changes in fair value of real estate investments are accounted
for in the income statement. Changes in property values can
thus have a material impact on the operating performance of
the group.
The group is exposed to risks for two classes of shares (see
Note 3.2.6.2).
This primarily concerns listed securities in companies consolidated using the equity method, which are valued according to their
value in use. Value in use is determined based on independent
assessments of real estate assets and financial instruments and
there is no Goodwill attached to these companies.
In addition, part of the company’s operating income is generated
by sales plan, the income from which is equally dependent
on real estate property values and on the volume of possible
transactions.
In addition, Foncière des Régions and Beni Stabili issued bonds
(ORNANE) valued at their fair value in the income statement at
each closing. The fair value corresponds to the average monthly
bond price, which exposes the group to fluctuations in the value
of the bonds. The specific features of the ORNANE are described
in Note 3.2.6.11.2.
Rentals and real estate property values are cyclical in nature,
the duration of the cycles being variable but generally long-term.
Different national markets have differing cycles that vary from
each other in relation to specific economic and market conditions. Within each national market, prices also follow the cycle
in different ways and with varying degrees of intensity, depending
on the location and category of the assets.
3.2.2.9. Tax environment
The macroeconomic factors that have the greatest influence on
real estate property values and determine the various cyclical
trends include the following:
3.2.2.9.1. Changes in the French tax environment
The tax environment has been subjected to changes that may
affect the group’s tax situation:
ww
interest rates
ww
liquidity on the market and the availability of profitable alternative investments
ww
creation of a new 3% tax on dividend distributions (limited to
the portion that exceeds the legal mandatory distribution),
which has been applicable to SIIC companies since 2013
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economic growth.
Low interest rates, abundant liquidity on the market and a lack of
profitable alternative investments generally lead to an increase
in real estate property values.
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posting deficits is limited to 50% of the profit made. In view of
the tax scheme in use by most of the group’s companies, the
impact is limited to the activities of the Car Parks segment
Economic growth generally increases demand for leased space
and paves the way for rent levels to rise, particularly in the office
sector. These two consequences lead to an increase in the
price of real estate assets. Nevertheless, in the medium term,
economic growth generally leads to an increase in inflation and
then an increase in interest rates, expanding the availability of
profitable alternative investments. Such factors exert downward
pressure on real estate values.
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the 15% deduction for net interest expenses was not allowed
for 2013 and it was increased to 25% starting in 2014
The investment policy of Foncière des Régions is to minimise the
impact of various stages of the cycle by choosing investments
that:
3.2.2.9.2. Changes in the Italian tax environment
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progressive increase of the Corporate Value Added Tax (CVAE).
There are also changes in the area of social charges, including
increased contributions for bonus shares granted to employees
and incentive pay.
The Italian tax environment was impacted by the following
changes:
ww
are comprised of long-term leases and quality tenants, mitigating the impact of the reduction in market rental income and
the resulting decline in real estate prices
ww
modification of the Italian SIIQ tax regime following the publication of Law Decree No. 133/2014 (see Note 3.2.1.6.15)
ww
creation of a new IMU local tax in 2012 equivalent to a real
estate tax
ww
are located in major city centres
ww
have low vacancy rates, in order to avoid the risk of having to
re-let vacant space in an environment where demand may be
limited.
ww
new calculation rules for municipal property taxes, with the
introduction of the tax for municipal services (TASI).
3.2.2.7. Exchange rate risk
The company operates in the euro zone. It is therefore not
exposed to exchange rate risk.
Foncière des Régions
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Financial information
Notes to the consolidated financial statements
3.2.2.9.3. Changes in the German tax environment
SNC Otello underwent an accounting audit for the 2011, 2012
and 2013 fiscal years, which resulted in a reassessment
proposal for the CVAE in the amount of €0.5 million. This
proposed reassessment is being challenged in its entirety. It is
currently being contested via the various administrative review
procedures and, based on the analysis of the company’s tax
consultants, the proposed reassessment was not provisioned
as at 31 December 2014.
The group has not observed any significant change in the German
tax environment.
3.2.2.9.4. Tax risk
Given the ongoing changes to tax legislation, the group is
likely to be subject to reassessment proposals from the Tax
Administration. If an adjustment presents a risk of reassessment
in the opinion of our Advisors, a provision is made at that point.
The list of the main ongoing proceedings includes the following:
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Urbis Park tax inspection
Urbis Park underwent a tax inspection for the 2008, 2009
and 2010 fiscal years. A tax reassessment proposal for
2008, which had no impact on income tax due, was received
in December 2011. As part of the administrative reviews, a
departmental contact person rejected the Urbis Park argument. The matter was referred to the Commission for direct
and revenue tax and it declared that it did not have jurisdiction
over the matter. A claim against it is in progress.
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Foncière des Régions tax inspection
Foncière des Régions underwent a tax inspection for the
2007, 2008, 2009 and 2010 fiscal years. A tax reassessment
proposal was submitted in December 2012 that may result
in a tax adjustment on wages and a reduction of unadjusted
reportable tax loss carry forwards in the amount of €14 million.
The proposed adjustment was contested and the inspection
was closed in July 2014 with a withdrawal of the tax adjustment
on salaries and a €9 million reduction in tax losses on a total of
€240 million at 31 December 2013. The provision of €155,000
accounted for at 31 December 2012 for the tax risk on salaries
was reversed.
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Tax inspection of the Germany Residential segment
Immeo and all of its subsidiaries underwent a tax inspection for the 2008, 2009 and 2010 fiscal years. A provision of
€1.35 million was booked at 31 December 2014 for the three
fiscal years.
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Tax inspection of France Residential segment
In June 2014, FEL received a notice of accounting audit pertaining to the 2011, 2012 and 2013 fiscal years. The inspection is
ongoing.
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Foncière Europe Logistique tax inspection
In June 2014, FEL received a notice of accounting audit
pertaining to the 2012 and 2013 fiscal years. The inspection
is ongoing.
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Comit Fund tax dispute: Beni Stabili
On 17 April 2012, following a court decision, the Italian Tax
Administration refunded the debt borne by Beni Stabili for
the Comit Fund dispute (principal: €58.2 million and interest:
€2.3 million) In April 2012, the Tax Administration appealed this
decision. No provision was recorded against this, based on the
advice of the company’s tax consultants. There were no new
developments on this issue at 31 December 2014.
A tax reassessment proposal on the corporate tax was received
by FEL amounting to €3.2 million for the 2007 and 2008 fiscal
years, followed by a tax collection procedure and a payment
following the various administrative reviews during the first
half of 2012. FEL nonetheless is contesting this reassessment
and has filed a claim against it. The tax administration rejected
the claim on the merits but nevertheless granted an abatement
of €2.4 million in principal and interest to take into account
the fact that the financial consequences were spread out over
2008, 2009, 2010 and 2011. Since 2009 was required, a final
abatement of €0.8 million was obtained. The case was referred
to the Administrative Court and the proceeding is under way.
In Italy, a tax inspection began during the first half of 2013 on
Beni Stabili (2009, 2010 and 2011 fiscal years). The administration issued a tax adjustment of €3.7 million for the 2009 and
2010 fiscal years, which the company disputed in its entirety.
As at 31 December 2014, the tax administration had started
the verifications concerning the IRES, IRAP and VAT for 2011.
An accounting audit pertaining to the 2010 and 2011 fiscal
years took place during the 2013 fiscal year, which ended in a
reassessment proposal on the corporate tax for €3.5 million
on the same grounds as the previous adjustment proposal for
2007 and 2008. This notification was followed by a tax collection
procedure and payment. FEL is contesting this notification
nonetheless, and a claim against it is in progress.
Moreover, the tax inspection for the 2008 fiscal year, for which
the tax administration had proposed a reassessment on the
non-deductibility of interest payments on mortgage loans, was
reviewed by the administration and the amount reduced to
€3.7 million. However, Beni Stabili and its advisors believe that
this reassessment is unfounded and the company is contesting
the entire adjustment.
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Foncière des Murs tax inspection
Foncière des Murs underwent an accounting audit for the
2010 and 2011 fiscal years, which resulted in a reassessment
proposal for the CVAE in the amount of €2.4 million. This
proposed reassessment is being challenged in its entirety. It is
currently being contested via the various administrative review
procedures and, based on the analysis of the company’s tax
consultants, the proposed reassessment was not provisioned
as at 31 December 2014.
As at 31 December 2014, the proceeding had not progressed.
3.2.2.9.5. Deferred tax liabilities
Most of the group’s real estate companies have opted for the
SIIC regime in France and the SIIQ regime in Italy. The impact of
deferred tax liabilities is thus limited, except for certain business
activities, mainly in Belgium, and the Residential segment in
Germany.
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Tax inspection of SNC Otello (a subsidiary of Foncière des
Murs)
Foncière des Régions
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Financial information
Notes to the consolidated financial statements
3.2.3. Scope of consolidation
3.2.3.1. Newly consolidated entities
3.2.3.3. Internal restructuring
3.2.3.1.1. France Offices segment
3.2.3.3.1. France Offices segment
Creation of SCI Charenton, a fully consolidated company, 100%
controlled.
Full transfer of the portfolio of the SCI of 32/50 rue Parmentier
to Foncière des Régions.
This company owns three properties leased to Natixis.
Full transfer of the portfolio of the SCI of 1 rue de Verdun to SAS
Blériot.
3.2.3.1.2. Service Sector segment
Full transfer of the portfolio of SCI Tostel to Foncière des Régions.
Creation of the company “NH Amsterdam Center Hôtel HLD” to
acquire the shares of Stadhouderskade Amsterdam BV.
Full transfer of the portfolio of the SARL Foncière Electimmo to
Foncière des Régions.
This company is fully consolidated and 100% controlled.
3.2.3.3.2. Service Sector segment
Staddhouderskade Amsterdam BV, fully consolidated and 100%
controlled.
Simplified mergers of Castel Immo, Pontlieue Tironneau and SCI
De La Noue with Foncière des Murs SCA on 26 May 2014 with
retroactive effect as of 1 January 2014.
This company has an NH hotel located in Amsterdam’s city
centre.
Full transfer of the portfolio of the companies Nouvelle Lacépède,
Nouvelle Victor Hugo, 105-107 avenue Victor Hugo and Kérinou
Immobilier to Foncière des Murs.
3.2.3.1.3. Germany Residential segment
Immeo Berlin C GmbH: Fully consolidated, 94.65% controlled.
3.2.3.3.3. France Residential segment
Immeo Dansk Holdings Aps: Fully consolidated, 99.73%
controlled.
Full transfer of the portfolio of FDL Deutschland to Foncière
Développement Logements.
Immeo Dansk L Aps: Fully consolidated, 94.65% controlled.
Full transfer of the portfolio of IMEFA 59 to Foncière
Développement Logements.
Solis GmbH: Fully consolidated, 99.73% controlled.
Jupp Grundstückgesellschaft mbH: Fully consolidated, 99.73%
controlled.
Rheinweg Grundstückgesellschaft mbH: Fully consolidated,
99.73% controlled.
3.2.3.4. Change in holding
and/or in consolidation method
Immeo Berlin C GmbH acquired a portfolio of assets in Berlin.
3.2.3.4.1. Germany Residential segment
Immeo Dansk Holdings Aps and Immeo Dansk L. Aps were
created for the acquisition of a portfolio of assets in Berlin and
Dresden.
The sale of Foncière Développement Logements’ investment
in Immeo to its shareholders had an impact on the Residential
holding in Germany.
Foncière Développement Logements sold its investment in the
Germany Residential segment to its shareholders (excluding
Macif and the free float representing 2.5% of FDL’s share capital).
Foncière des Régions directly holds 60.9% of the Germany
Residential segment, compared with an indirect holding of 59.6%
before the transaction.
3.2.3.2. Deconsolidations
3.2.3.2.1. Logistics segment
Disposal of Garonor France 3, Melun 7 and nine German companies on 2 June 2014.
The company which holds the Germany Residential segment is
Immeo Rewo Holding GmbH, a fully-owned subsidiary of Foncière
des Régions.
3.2.3.2.2. Germany Residential segment
Creation of Duha via a partial transfer of assets.
Disposal of 95% of Duha shares.
At the time of its disposal, this company had an asset portfolio
of €96 million.
Foncière des Régions
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Financial information
Notes to the consolidated financial statements
3.2.3.4.2. Share buyback by Foncière Développement Logements and cancellation of shares –
Impact on the Foncière Développement Logements holding
Following Foncière Développement Logements’ cancellation of its own shares in September 2014, Foncière des Régions increased its
holding to 61.3% (versus 59.7% at 31 December 2013).
3.2.3.4.3. Beni Stabili capital increase – Impact on the Beni Stabili holding
On 27 October 2014, Foncière des Régions participated in the Beni Stabili capital increase to the tune of €51.7 million (out of €150 million).
This had a dilutive effect on its holding (48.3% versus 50.9% prior to the transaction) due to the participation of the holders of ORNANE
convertible bonds.
3.2.3.4.4. Foncière des Murs capital increase – Impact on the Foncière des Murs holding
On 21 November 2014, Foncière des Régions participated in the Foncière des Murs capital increase to the tune of €58.4 million (out of
€197.6 million), generating a slight increase in its holding, which now stands at 28.5% versus 28.3% before the transaction.
3.2.3.5. List of consolidated companies
86 companies in the France Offices segment
Country
Consolidation
method
in 2014
Foncière des Régions
France
Parent
company
GFR Ravinelle
France
SAS Blériot
SCI du 288 rue Duguesclin
Percentage
held in 2014
Percentage
held in 2013
FC
100.00
100.00
France
FC
100.00
100.00
France
FC
100.00
100.00
SCI du 15 rue des Cuirassiers
France
FC
100.00
100.00
SCI du 1 rue de Verdun
France
Merger
-
100.00
SCI Fédérimmo
France
FC
60.00
60.00
Iméfa 127
France
FC
100.00
100.00
SCI Atlantis
France
FC
100.00
100.00
EURL Fédération
France
FC
100.00
100.00
SCI Raphaël
France
FC
100.00
99.99
FDR Property SNC
France
FC
100.00
100.00
FDR Développement
France
FC
100.00
100.00
GFR Services
France
FC
100.00
100.00
SARL Foncière Electimmo
France
Merger
-
100.00
SARL Foncière Margaux
France
FC
100.00
100.00
Foncière SGP
France
FC
100.00
100.00
SCI du 32 avenue P Grenier
France
FC
100.00
100.00
SCI du 57/59 rue du CDT R Mouchotte
France
FC
100.00
100.00
SCI du 40 rue JJ Rousseau
France
FC
100.00
100.00
SCI du 3 place A Chaussy
France
FC
100.00
100.00
SARL BGA Transactions
France
FC
100.00
100.00
SCI du 9 rue des Cuirassiers
France
FC
100.00
100.00
SCI 35/37 rue Louis Guérin
France
FC
100.00
100.00
SARL du 25-27 quai Félix Faure
France
FC
100.00
100.00
SCI du 10B et 11A 13 allée des Tanneurs
France
FC
100.00
100.00
SCI du 125 avenue du Brancolar
France
FC
100.00
100.00
SCI du 11 avenue de Sully
France
FC
100.00
100.00
SCI du 8 rue M. Paul
France
FC
100.00
100.00
SCI du 1 rue de Châteaudun
France
FC
100.00
100.00
SCI du 1630 Avenue De La Croix Rouge
France
FC
100.00
100.00
Foncière des Régions
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Financial information
Notes to the consolidated financial statements
86 companies in the France Offices segment
Country
Consolidation
method
in 2014
SCI du 2 rue de Verdun
France
FC
100.00
100.00
SCI du 682 cours de la Libération
France
FC
100.00
100.00
SARI du 106-110 rue des Troënes
France
FC
100.00
100.00
SARL du 11 rue Victor Leroy
France
FC
100.00
100.00
SCI du 2 rue de L’Ill
France
FC
100.00
100.00
SCI du 20 avenue Victor Hugo
France
FC
100.00
100.00
SARL du 2 rue Saint-Charles
France
FC
100.00
100.00
SNC Télimob Paris
France
FC
100.00
100.00
SNC Télimob Nord
France
FC
100.00
100.00
SNC Télimob Rhône Alpes
France
FC
100.00
100.00
SNC Télimob Sud Ouest
France
FC
100.00
100.00
SNC Télimob Est
France
FC
100.00
100.00
SNC Télimob Paca
France
FC
100.00
100.00
SNC Télimob Ouest
France
FC
100.00
100.00
SARL Télimob Paris
France
FC
100.00
100.00
SNC Latécoère
France
EM/JV
50.10
50.10
Palmer Transactions SNC
France
FC
100.00
100.00
Foncière Palmer SNC
France
FC
100.00
100.00
Palmer Plage SNC
France
FC
100.00
100.00
SCI Palmer Montpellier
France
FC
100.00
100.00
SCI Dual Center
France
FC
100.00
100.00
SAS Cœur d’Orly Promotion
France
EM/EA
50.00
50.00
SCI 32/50 rue des Parmentiers
France
Merger
-
100.00
France Offices segment companies
Country
Consolidation
method in 2014
Percentage
held in 2014
Percentage
held in 2013
FDR2
France
FC
100.00
100.00
SCI bureaux Cœur d’Orly
France
EM/EA
25.00
25.00
SCI Holding Bureaux Cœur d’Orly
France
EM/EA
50.00
50.00
SNC Commerces Cœur d’Orly
France
EM/EA
25.00
25.00
SNC Holding Commerces Cœur d’Orly
France
EM/EA
50.00
50.00
FDR4
France
FC
75.00
75.00
FDR5
France
FC
100.00
100.00
FDR6
France
FC
100.00
100.00
SCI Euromarseille 1
France
EM/JV
50.00
50.00
SCI Euromarseille 2
France
EM/JV
50.00
50.00
SCI Euromarseille BI
France
EM/JV
50.00
50.00
SCI Euromarseille BH
France
EM/JV
50.00
50.00
SCI Euromarseille BL
France
EM/JV
50.00
50.00
SCI Euromarseille M
France
EM/JV
50.00
50.00
SCI Euromarseille PK
France
EM/JV
50.00
50.00
SCI Euromarseille Invest
France
EM/JV
50.00
50.00
SCI Euromarseille H
France
EM/JV
50.00
50.00
SCI Euromarseille BH2
France
EM/JV
50.00
50.00
FDR 7
France
FC
100.00
100.00
SNC Sup 3
France
FC
100.00
100.00
Technical
France
FC
100.00
100.00
GFR Kléber
France
FC
100.00
100.00
Foncière des Régions
297
Reference Document 2014
Percentage
held in 2014
Percentage
held in 2013
3
3
Financial information
Notes to the consolidated financial statements
Percentage
held in 2014
Percentage
held in 2013
Merger
-
100.00
FC
100.00
100.00
France
FC
100.00
100.00
Le Ponant 1986
France
FC
100.00
100.00
Ruhl Côte D’Azur
France
FC
100.00
100.00
SCI Pompidou
France
FC
100.00
100.00
OPCI Office CB21
France
FC
75.00
75.00
SCI 11 place de l’Europe
France
FC
50.10
50.10
EURL Languedoc 34
France
FC
100.00
100.00
SCI Lenovilla
France
EM/JV
50.09
50.09
SNC Lenopromo
France
FC
100.00
100.00
SCI Latécoère 2
France
FC
100.00
100.00
SCI Meudon Saulnier
France
FC
100.00
100.00
SCI Charenton
France
FC
100.00
-
22 companies in the Italy Offices segment
Country
Consolidation
method in 2014
Percentage
held in 2014
Percentage
held in 2013
Beni Stabili S.p.A. SIIQ (parent company) 100% controlled
Italy
FC
48.33
50.88
NPLs RE_Solutions Srl
Italy
EM
24.17
25.44
RGD Ferrara Srl
Italy
EM
24.17
24.17
Beni Stabili 7 S.p.A.
Italy
FC
48.33
50.88
Imser S.R.L.
Italy
FC
29.00
30.53
Imser 60 S.I.N.Q. S.P.A.
Italy
FC
48.33
49.76
Beni Stabili Development S.p.A.
Italy
FC
48.33
50.88
B.S. Actività commercial 1 S.r.L.
Italy
FC
48.33
50.88
B.S. Actività commercial 2 S.r.L.
Italy
FC
48.33
50.88
B.S. Actività commercial 3 S.r.L.
Italy
FC
48.33
50.88
B.S. Immobiliare 8 S.p.A.
Italy
FC
48.33
50.88
B.S. Immobiliare 9 S.p.A.
Italy
FC
48.33
50.88
RGD Gestioni S.r.L
Italy
FC
48.33
50.88
Beni Stabili Gestioni S.p.A. S.G.R. S.G.R.
Italy
FC
36.25
38.16
Beni Stabili Retail S.r.l.
Italy
FC
26.58
28.00
Beni Stabili Real Estate Advisory S.r.L.
Italy
FC
48.33
50.88
Beni Stabili Development Milano Greenway S.p.A.
Italy
FC
38.67
40.70
Sviluppo Ripamonti S.r.L.
Italy
FC
48.33
50.88
B.S. Immobiliare 5 S.r.L.
Italy
FC
48.33
50.88
B.S. Engineering S.r.l.
Italy
FC
48.33
50.88
Imser Securitisation S.r.L.
Italy
FC
48.33
50.88
Imser Securitisation 2 S.r.L.
Italy
FC
48.33
50.88
France Offices segment companies
Country
Consolidation
method in 2014
Tostel
France
Oméga A
France
Oméga C
Foncière des Régions
298
Reference Document 2014
Financial information
Notes to the consolidated financial statements
Consolidation
method in 2014
Percentage
held in 2014
Percentage
held in 2013
France
FC
28.47
28.30
France
FC
28.47
28.30
FDM Gestion
France
FC
100
100.00
SCI Le Chesnay
France
FC
28.05
27.89
SCI Marq en Barœul
France
FC
28.37
28.21
SCI Kerinou Immobilier
France
Merger
-
28.30
SCI Les Mimosas
France
FC
28.47
28.30
Foncière Otello
France
FC
28.47
28.30
SCI Pontlieue Tironneau
France
Merged
-
28.30
SCI Castel Immo
France
Merged
-
28.30
SCI Actifoncier
France
FC
28.47
28.30
SCI De La Noue
France
Merged
-
28.30
SNC Hôtel René Clair
France
FC
28.47
28.30
Foncière Manon
France
FC
28.47
28.30
Foncière Ulysse
France
FC
28.47
28.30
Ulysse Belgique
Belgium
FC
28.47
28.30
Ulysse Trefonds
Belgium
FC
28.47
28.30
Foncière No Bruxelles Grand-Place
Belgium
FC
28.47
28.30
Foncière No Bruxelles Aéroport
Belgium
FC
28.47
28.30
Foncière No Bruges Centre
Belgium
FC
28.47
28.30
Foncière Gand Centre
Belgium
FC
28.47
28.30
Foncière Gand Opéra
Belgium
FC
28.47
28.30
Foncière IB Bruxelles Grand-Place
Belgium
FC
28.47
28.30
Foncière IB Bruxelles Aéroport
Belgium
FC
28.47
28.30
Foncière IB Bruges Centre
Belgium
FC
28.47
28.30
Foncière Antwerp Centre
Belgium
FC
28.47
28.30
Foncière Bruxelles Expo Atomium
Belgium
FC
28.47
28.30
Foncière IGK
Belgium
FC
28.47
28.30
Murdelux SARL
Luxembourg
FC
28.47
28.30
Portmurs
Portugal
FC
28.47
28.30
Beni Stabili Hôtel
Luxembourg
FC
32.44
32.81
Nouvelle Lacépède
France
Merger
-
28.30
SCI Victor Hugo
France
Merger
-
28.30
SCI Nouvelle Victor Hugo
France
Merger
-
28.30
Sunparks de Haan
Belgium
FC
28.47
28.30
Sunparks Oostduinkerke
Belgium
FC
28.47
28.30
Foncière Vielsam
Belgium
FC
28.47
28.30
Sunparks Trefonds
Belgium
FC
28.47
28.30
Foncière Kempense Meren
Belgium
FC
28.47
28.30
FDM Gestion Immobilière
France
FC
28.47
28.30
Iris Holding France
France
EM/EA
5.66
5.63
OPCI Iris Invest. 2010
France
EM/EA
5.66
5.63
Foncière Iris SAS
France
EM/EA
5.66
5.63
Sables d’Olonne SAS
France
EM/EA
5.66
5.63
Iris Investor Holding GmbH
Germany
EM/EA
5.66
5.63
69 Service Sector companies
Country
SCA Foncière des Murs (parent company) 100% controlled
SARL Loire
Foncière des Régions
299
Reference Document 2014
3
3
Financial information
Notes to the consolidated financial statements
Consolidation
method in 2014
Percentage
held in 2014
Percentage
held in 2013
Germany
EM/EA
2.85
2.82
Germany
EM/EA
5.66
5.63
Iris Bochum & Essen GmbH
Germany
EM/EA
5.66
5.63
Iris Frankfurt GmbH
Germany
EM/EA
5.66
5.63
Iris Verwaltungs GmbH & co KG
Germany
EM/EA
5.66
5.63
Iris Nurnberg GmbH
Germany
EM/EA
5.66
5.63
Iris Stuttgart GmbH
Germany
EM/EA
5.66
5.63
Narcisse Holding Belgique
Belgium
EM/EA
5.66
5.63
Foncière B3 Hôtel Invest
France
FC
14.29
14.21
B&B Invest Lux 4
Germany
FC
28.47
28.30
NH Amsterdam Center Hötel HLD
Netherlands
FC
28.47
-
Stadhouderskade Amsterdam BV
Netherlands
FC
28.47
-
Foncière Bruxelles Tour Noire
Belgium
EM/EA
5.66
5.63
Foncière Louvain
Belgium
EM/EA
5.66
5.63
Foncière Malines
Belgium
EM/EA
5.66
5.63
Foncière Bruxelles Centre Gare
Belgium
EM/EA
5.66
5.63
Foncière Namur
Belgium
EM/EA
5.66
5.63
Tulipe Holding Belgique
Belgium
EM/EA
5.66
5.63
Iris Tréfonds
Belgium
EM/EA
5.66
5.63
Foncière Louvain Centre
Belgium
EM/EA
5.66
5.63
Foncière Liège
Belgium
EM/EA
5.66
5.63
Foncière Bruxelles Aéroport
Belgium
EM/EA
5.66
5.63
Foncière Bruxelles Sud
Belgium
EM/EA
5.66
5.63
Foncière Brugge Station
Belgium
EM/EA
5.66
5.63
B&B Lux 1
Germany
FC
28.46
28.30
B&B Lux 2
Germany
FC
28.46
28.30
B&B Lux 3
Germany
FC
28.46
28.30
OPCI Camp Invest
France
EM/EA
5.66
5.63
SAS Campeli
France
EM/EA
5.66
5.63
SCI Dahlia
France
EM/EA
5.69
5.66
Foncière B2 Hôtel Invest
France
FC
14.29
14.21
OPCI B2 Hôtel Invest
France
FC
14.29
14.21
6 companies in the Logistics segment
Country
Consolidation
method in 2014
Percentage
held in 2014
Percentage
held in 2013
FEL (parent company) 100% controlled
France
FC
100.00
100.00
Immobilière Pantin Bobigny (IPB)
France
FC
100.00
100.00
SCI Bollène logistique
France
FC
100.00
100.00
SCI Immopora
France
FC
100.00
100.00
Garonor France III
France
Sold
-
100.00
SNC Garonor Melun 7
France
Sold
-
100.00
SCI Bollène Logistique T4
France
FC
100.00
100.00
FEL III Holding GmbH
Germany
Sold
-
100.00
FEL III Bingen GmbH
Germany
Sold
-
100.00
FEL III Kassel GmbH
Germany
Sold
-
100.00
GSS III Hoking GmbH & CO Verwaltungs KG
Germany
FC
94.87
94.87
CCP Duisberg GP SARL & Co KG
Luxembourg
Sold
-
100.00
69 Service Sector companies
Country
Iris General partner GmbH
Iris Berlin GmbH
Foncière des Régions
300
Reference Document 2014
Financial information
Notes to the consolidated financial statements
Consolidation
method in 2014
Percentage
held in 2014
Percentage
held in 2013
Luxembourg
Sold
-
100.00
FEL Partners (Duisberg GP)
Luxembourg
Sold
-
100.00
FEL Partners SNFH
Luxembourg
Sold
-
100.00
FEL Partners Wuppertal
Luxembourg
Sold
-
100.00
FEL Partners SN
Luxembourg
Sold
-
100.00
13 companies in the Car Parks segment
Country
Consolidation
method in 2014
Percentage
held in 2014
Percentage
held in 2013
SAS Urbis Park (parent company) 100% controlled
France
FC
59.50
59.50
Urbis Park Services
France
FC
59.50
59.50
SNC Comédie
France
FC
59.54
59.54
SNC Gare
France
FC
30.23
30.23
SCI Esplanade Belvédère II
France
FC
100.00
100.00
SC Gespar
France
FC
50.00
50.00
BP 3000
France
FC
59.50
59.50
Trinité
France
FC
59.50
59.50
Société du Parking du boulevard de la Reine
France
FC
59.50
29.16
SEVM
France
FC
59.50
59.50
SAS SPHVA
France
FC
59.50
59.50
Médipark
France
FC
59.50
59.50
Laval Urbis Park
France
FC
59.50
59.50
40 companies in the Germany Residential segment
Country
Consolidation
method in 2014
Percentage
held in 2014
Percentage
held in 2013
Immeo AG (parent company) 99.74% controlled
Germany
FC
60.91
59.58
Immeo Wohnen Verwaltungs GmbH
Germany
FC
60.91
59.58
Immeo Grundstücks GmbH
Germany
FC
60.91
59.58
Immeo Grundvermögen GmbH
Germany
FC
60.91
59.58
Immeo Wohnen Service GmbH
Germany
FC
60.91
59.58
Immeo AG & CO KG 1
Germany
FC
60.91
59.58
Immeo AG & CO KG 2
Germany
FC
60.91
59.58
Immeo AG & CO KG 3
Germany
FC
60.91
59.58
Immeo AG & CO KG 4
Germany
FC
60.91
59.58
FDL Wohnen GmbH
Germany
FC
60.91
59.58
RRR Wohnen GmbH
Germany
FC
57.25
56.00
Immeo Gewo Datteln GmbH
Germany
FC
60.69
59.36
Immeo Stadthaus GmbH
Germany
FC
60.69
59.36
Immeo Stadtwohnung GmbH
Germany
FC
60.91
59.58
Immeo Wohnbau GmbH
Germany
FC
60.72
59.39
Immeo Wohnungsgesellechaft GmbH Dümpten
Germany
FC
60.72
59.39
Immobilien GmbH
Germany
FC
60.91
59.58
Immeo Lux
Germany
FC
60.72
59.39
Berolinum 1
Germany
FC
60.72
59.39
Berolinum 2
Germany
FC
60.72
59.39
Berolinum 3
Germany
FC
60.72
59.39
FDR Remscheid
Germany
FC
60.72
59.39
Valore 4
Germany
FC
60.71
59.39
6 companies in the Logistics segment
Country
FEL Partners Duisberg
Foncière des Régions
301
Reference Document 2014
3
3
Financial information
Notes to the consolidated financial statements
Consolidation
method in 2014
Percentage
held in 2014
Percentage
held in 2013
Germany
FC
60.71
59.39
Immeo AG&Co Residential KG
Germany
FC
60.91
59.58
Immeo Berlin 67 GmbH
Germany
FC
57.25
56.00
Immeo Berlin 78 GmbH
Germany
FC
57.25
56.00
Immeo Berlin 79 GmbH
Germany
FC
57.25
56.00
Immeo Dresden GmbH
Germany
FC
57.80
56.53
Immeo Berlin I SARL
Germany
FC
57.80
56.54
Immeo Berlin V SARL
Germany
FC
57.50
56.24
Immeo Berlin C GmbH
Germany
FC
57.80
-
Immeo Dansk Holding Aps
Denmark
FC
60.91
-
Immeo Dansk L Aps
Denmark
FC
57.80
-
Solis GmbH
Germany
FC
60.91
-
Jupp Grundstückgesellschaft mbH
Germany
FC
60.91
-
Rheinweg Grundstückgesellschaft mbH
Germany
FC
60.91
-
Immeo Rewo Holding GmbH
Germany
FC
100.00
59.58
FDR Zehnte GMBH
Germany
FC
98.02
59.73
IWKG
Germany
FC
93.03
56.69
21 companies in the France Residential segment
Country
FC
Percentage
held in 2014
Percentage
held in 2013
FDL (parent company) 100% controlled
France
FC
61.27
59.73
Iméfa 97
France
FC
61.27
59.73
Bagatelle Courbevoie
France
FC
61.27
59.73
Iméfa 59
France
Merger
-
59.73
Iméfa 93
France
FC
61.27
59.73
Iméfa 88
France
FC
61.27
59.73
Iméfa 46
France
FC
61.27
59.73
Iméfa 95
France
FC
61.27
59.73
Suresnes 2
France
FC
61.27
59.73
25 rue Abbé Carton
France
FC
61.27
59.73
40 rue Abbé Groult
France
FC
61.27
59.73
24-26 rue Duranton
France
FC
61.27
59.73
25 rue Gutenberg
France
FC
61.27
59.73
Montrouge 3
France
FC
61.27
59.73
SCI Le Chesnay 1
France
FC
61.27
59.73
Rueil 1
France
FC
61.27
59.73
Saint-Maurice 2
France
FC
61.27
59.73
FDL Deutschland
France
Merger
-
59.73
SCI Saint-Jacques
France
FC
61.27
59.73
SCI Dulud
France
FC
61.27
59.73
Immeo Finance Lux SARL
Luxembourg
FC
61.27
59.73
Immeo Finance Lux 2 SARL
Luxembourg
FC
61.27
59.73
Batisica
Luxembourg
FC
61.27
59.73
40 companies in the Germany Residential segment
Country
Valore 6
FC: Full Consolidation (210 companies).
EM/EA: Equity Method – Associates.
EM/JV: Equity Method – Joint Ventures.
NI: Not Included.
PC: Proportionate Consolidation.
Foncière des Régions
302
Reference Document 2014
Financial information
Notes to the consolidated financial statements
3.2.4. Evaluation of control
3.2.4.1. Foncière des Murs
(consolidated structured entity)
3.2.4.3. SCI 11 place de l’Europe
(consolidated structured entity)
Foncière des Murs SCA, in which Foncière des Régions held a
28.5% stake as at 31 December 2014, is a fully consolidated entity.
As at 31 December 2014, SCI 11 place de l’Europe was 50.1%
owned by Foncière des Régions and fully consolidated. The
partnership with the Crédit Agricole Assurances group (49.9%)
was set up on 18 December 2013 as part of the Eiffage Campus
project. Given the governance rules which give Foncière des
Régions the powers to influence the return on assets, the
company is fully consolidated.
The limited partner FDM Gestion which manages Foncière des
Murs SCA is fully-owned by Foncière des Régions. The Articles
of Association of Foncière des Murs give the manager the power
to set the company’s financial and operating policies. As a result,
Foncière des Régions controls Foncière des Murs SCA and the
subsidiaries that are themselves controlled by Foncière des Murs.
3.2.4.4. Lénovilla (joint venture)
3.2.4.2. Beni Stabili
(consolidated structured entity)
As at 31 December 2014, Lénovilla was 50.09% owned by Foncière
des Régions and consolidated via the equity method. The partnership with the Crédit Agricole Assurances group (49.91%) was
set up in January 2013 as part of the New Vélizy project (Thalès
Campus). The shareholder agreement stipulates that decisions
must be made unanimously. The parties which exercise joint
control have rights to the net assets of the joint venture. The
partnership meets the joint venture criteria and the undertaking
is consolidated via the equity method.
In October 2014, Beni Stabili carried out a capital increase, which
had a dilutive effect on the group’s holding. At 31 December
2014, Beni Stabili was 48.3% held, compared with 50.9% at
31 December 2013. It is fully consolidated.
The Board of Directors remained unchanged after the capital
increase.
Control is established when Foncière des Régions directly
holds more than 40% of the voting rights, provided no other
single shareholder holds more voting rights than Foncière des
Régions. In effect, given the spread of the other shareholders, the
conditions for control of the entity are met.
Foncière des Régions
3.2.4.5. Latécoère (joint venture)
At 31 December 2014, Latécoère was 50.10% owned by Foncière
des Régions and consolidated via the equity method. The partnership with the Crédit Agricole Assurances group (49.90%) was set
up in October 2012 as part of the Dassault Systèmes Campus
project. The shareholder agreement stipulates that decisions
must be made unanimously. The parties which exercise joint
control have rights to the net assets of the joint venture. The
partnership meets the joint venture criteria and the undertaking
is consolidated via the equity method.
303
Reference Document 2014
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Financial information
Notes to the consolidated financial statements
3.2.5. Significant events during the period
3.2.5.2.2.Refinancing
As a reminder, the 2014 income statement reflects the impact
of France and Germany Residential operations over a full year,
compared with only five months in 2013 (switch from equity
accounting to full consolidation in August 2013).
As part of its finance diversification policy, in January, Beni Stabili
issued a €350 million private placement with a 4.125% interest
rate maturing in four years.
In accordance with the application of IFRS 5, the Logistics business activity, which is being sold, is presented in the financial
statements as discontinued operations.
In March 2014, it issued a new €250 million private placement
with a 3.5% interest rate maturing in five years.
These two bond issues allowed the company to pay off existing
debt, i.e. €344.2 million.
All of the recorded assets and liabilities on the balance sheet as
at 31 December 2014 are presented on a single “discontinued
operations” line in both assets and liabilities. This reclassification
is also carried out on the income statement, for which all of the
items from the Logistics business activity is presented in “Net
income from discontinued operations”.
On 18 September 2014, Beni Stabili proceeded with the refinancing of the IMSER portfolio (leased to Telecom Italia) by taking
out two variable-rate borrowings (six-year mortgage loan of
€300 million and two-year corporate loan of €200 million). The
securitisation unwinding costs (termination costs concerning
swaps, inflation swaps, fixed-rate liabilities and penalties)
amounted to €150 million.
Apart from the changes in holdings and/or changes in consolidation methods mentioned in Section 3.2.3.4 above, the other
significant events are as follows:
3.2.5.2.3. Change in Italian SIIQ regime
3.2.5.1. France Offices segment
The implementation of the Decreto Legge 133/2014
in September 2014 brought about a modification of the Italian
REIT regime. The main change concerns the extension of capital
gains on the sale of assets by Italian public companies (SIIQs).
In 2014, this change had a negative impact (-€61 million) on
the income statement following the cancellation of previously
recognised deferred tax assets.
3.2.5.1.1. Disposals and assets under protocol
In 2014, Foncière des Régions sold 65 assets for a sale price of
€248.7 million, including the assets of Lille Arcuriale (€41 million)
and Paris Ségur (€38 million).
As at 31 December 2014, assets under preliminary agreement
amounted to €126.8 million.
3.2.5.3. Service Sector segment
3.2.5.1.2.Acquisitions
Foncière des Régions purchased three assets in Charenton which
are leased to Natixis for €161.8 million, including duties.
3.2.5.3.1. Disposals and assets
under preliminary agreement
3.2.5.1.3.Refinancing
Foncière des Murs disposed of 19 assets for €135 million in 2014.
These disposals were made at a price similar to that booked in the
financial statements at 31 December 2013, excluding disposal costs.
In September, under its policy aimed at diversifying its sources of
funding, Foncière des Régions issued seven-year bonds totalling
€500 million with an interest rate of 1.75%.
As at 31 December 2014, the company signed preliminary sales
agreements totalling €7.7 million concerning two assets.
3.2.5.1.4. Assets under development
3.2.5.3.2.Acquisitions
The Thalès Campus located in Vélizy was delivered during the
year. This asset covering 45,000 m2 is held by Lenovilla, consolidated via the equity method.
During the first half of the year, Foncière des Murs acquired three
B&B hotels (Valenciennes, Salon de Provence and Euralille) for
€11.4 million,
The asset development programme continued in 2014, with over
20 projects in France. They are presented in Note 3.2.6.1.3 and
detailed in the EPRA Reporting section.
and in June 2014, it also acquired a Dutch company that has an
NH Hotel located in Amsterdam’s city centre for €48.3 million.
This transaction was handled as an asset deal.).
3.2.5.3.3. Debt refinancing
3.2.5.2. Italy Offices segment
In May 2014, Foncière des Murs refinanced its existing debt
through a five-year borrowing of €208 million.
3.2.5.2.1. Disposals and assets under protocol
In 2014, the Italy Offices segment disposed of assets for a total
sales price of €108 million, including “Via Fogazzaro” located in
Milan for €61.5 million.
In December 2014, Foncière des Murs added another two years
to the maturity of its covered bond backed by hotel assets. The
bond now matures on 16 November 2021, with a coupon set at
2.754% starting from 16 February 2015 (initial coupon: 3.682%).
As at 31 December 2014, assets under preliminary agreement
amounted to €4.7 million.
Foncière des Régions
It also took out a mortgage loan of €27.2 million in December 2014
to finance the acquisition of the NH Amsterdam centre hotel.
304
Reference Document 2014
Financial information
Notes to the consolidated financial statements
3.2.5.4. Germany Residential segment
3.2.5.5.2. Restructuring of holdings
in the Germany Residential segment
3.2.5.4.1. Investment in a vehicle dedicated
to the Germany Residential segment
On 9 July 2014, Foncière Développement Logements disposed of
the shares of its German subsidiary Immeo AG to its main shareholders (Foncière des Régions 59.7%, Crédit Agricole Assurances
15.1%, Cardif Assurance Vie 13.7% and Generali 8.9%) for up to
their share of FDL’s capital.
For Foncière des Régions, 2014 was marked by an increase in
its exposure to the Germany Residential segment through its
acquisition of a direct interest in the capital of Immeo AG alongside Predica, Generali Vie and Cardif Assurance Vie following the
separation of Foncière Développement Logements’ France and
Germany business activities.
Batisica granted balance of sale financing for this disposal to
the buyers. This financing was transferred to FDL through a
distribution and reduction of the capital of Batisica and of FDL
Deutschland.
Furthermore, to support the development of Immeo AG in
Germany, Foncière des Régions contributed €120 million to
Immeo’s €200 million capital increase. This capital increase
was carried out via Immeo ReWo Holding GmbH and IW FDL
Beteiligungs GmBH.
Under a public offer to buy back its own shares, Foncière
Développement Logements repurchased 1,737,550 shares from
non-participating shareholders for their cancellation.
The Foncière des Régions group now holds 60.9% of the Germany
Residential segment and 61.3% of the France Residential
segment.
3.2.5.4.2. Asset disposals
In 2014, Immeo AG sold €152 million worth of assets, either
directly or via the disposal of interests in holding companies,
mainly in North Rhine-Westphalia.
3.2.5.5.3.Refinancing
In January 2014, Foncière Développement Logements refinanced the Stockholm 1 and 2 debt with outstanding capital of
€279 million via a €350 million borrowing over a five-year period.
3.2.5.4.3.Acquisitions
During the fiscal year, Immeo AG made €374 million in investments including costs and taxes. In line with the German portfolio
geographical diversification strategy in Germany, these direct
asset acquisitions and investments in company securities were
carried out in the promising markets of Berlin, Dresden and
Leipzig.
3.2.5.6. Car Parks segment
3.2.5.6.1. Asset disposals
At the end of the year, two car parks located in Lyon Vaise and
Trinité Paris were sold. The net book value of these car parks
amounted to €24.8 million.
3.2.5.4.4. Financing and refinancing
The acquisitions were partly financed through equity from the
€200 million capital increase, and partly through bank borrowings
amounting to €209 million.
3.2.5.7. Logistics segment
3.2.5.7.1. Asset and company disposals
These borrowings were taken out with German banks under
favourable financial conditions for average terms of nine years.
In June 2014, Foncière Europe Logistique disposed of seven
assets and 11 companies to the Blackstone group (Garonor
France III, Melun 7 and 9 Palier Soviet companies). All together,
the appraised value of these disposals totalled €473 million.
3.2.5.5. France Residential segment
The disposal of the companies generated a positive impact of
€27.9 million (the difference between the net sales price and the
net assets sold).
3.2.5.5.1. Asset disposals
In France, Foncière Développement Logements continued its
sales plan and made disposals for a sales price of €96.3 million
(net of costs).
In addition to this transaction, the company disposed of three
assets for €25.8 million.
As at 31 December 2014, another asset is under preliminary sales
agreement for €106.9 million.
Foncière des Régions
305
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3
3
Financial information
Notes to the consolidated financial statements
3.2.6. Notes to the statement of financial position
3.2.6.1. Portfolio
3.2.6.1.1. Table of changes in the portfolio
(€K)
Goodwill
Intangible fixed assets
Gross amounts
Amortisation
Tangible fixed assets
31/12/2013
Change in
scope and
interest Increase/
rates Allocation
8,194
0
0
145,974
1
247,980
3
-102,006
-2
Disposal/
Recovery
Change
31/12/2014
in fair
before Discontinued
value Transfers
reclass. operations 31/12/2014
0
0
0
8,194
0
8,194
-7,012
-808
0
-1,454
136,701
0
136,701
3,687
-5,328
0
-1,456
244,886
0
244,886
-10,699
4,520
0
2
-108,185
0
-108,185
0
-24,152
0
-4,392
79,636
0
79,636
-3,131 -24,840(2)
0
632
68,916
0
68,916
108,172
8
Operating assets
96,255
0
Gross amounts
117,009
0
56
-34,686
0
615
82,994
0
82,994
Amortisation
-20,754
0
-3,187
9,846
0
17
-14,078
0
-14,078
6,620
8
-1,163
720
0
881
7,066
0
7,066
Other tangible fixed assets
Gross amounts
Amortisation
Fixed assets in progress
Gross amounts
Amortisation
17,383
82
589
85
0
-23
18,116
0
18,116
-10,763
-74
-1,752
635
0
904
-11,050
0
-11,050
5,297
0
4,294
-32
0
-5,905
3,654
0
3,654
5,297
0
4,294
-32
0
-5,905
3,654
0
3,654
0
0
0
0
0
0
0
0
0
Investment properties
14,297,538
331,286
556,577
-71,611
166,749
-745,248 14,535,291
0 14,535,291
Operating assets
13,826,291
331,286(1)
358,610
-71,611
161,839
-617,124 13,989,291
0 13,989,291
471,247
0
197,967
0
4,910
-128,124
546,000
0
546,000
Assets held for sale
1,196,495
- 382,221
8,819
-736,365
- 8,034
746,111
824,805
287,840
536,965
Assets held for sale
(operating assets)
1,196,495 -382,221(1)
8,819
-736,365
- 8,034
746,111
824,805
287,840
536,965
558,384
-832,936
158,715
-4,983
15,584,627
287,840
15,296,787
Assets under development
TOTAL
(1)
(2)
15,756,373
-50,926
Corresponds to the acquisition of the NH at Amsterdam centre hotel for €48.3 million, the acquisition of residential assets in Germany for €289.6 million,
the disposal of Logistics companies for -€412,2 million and the reclassification of the assets of Beni Stabili Gestioni SGR into assets held for sale for
€23.3 million (see Note 3.2.6.1.4).
Sale of Lyon Vaise and Trinité car parks.
The amount of the “Disbursements related to acquisitions of
tangible and intangible assets” line item in the Statement of
Cash Flows totalled €561.5 million. This item corresponds to
(i) increases in the table of changes in the portfolio, excluding
depreciation (€574.0 million), (ii) changes in the inventories
of real estate companies (€2.9 million) and (iii) adjustments
for the change in trade payables to suppliers of fixed assets
(-€15.4 million).
Foncière des Régions
The “Proceeds relating to the disposal of tangible and intangible fixed assets” line item in the Statement of Cash Flows
(€679.6 million) primarily corresponds to income from disposals
as presented in the net income statement (€740.9 million),
proceeds from the disposal of assets in inventory, asset disposal
costs (-€14.1 million), restated for changes in receivables from
asset disposals (-€60.7 million).
306
Reference Document 2014
Financial information
Notes to the consolidated financial statements
3.2.6.1.2. Investment properties
(€K)
31/12/2013
Change in
scope and
interest
rates
Investment properties
14,297,538
331,286
556,577
-71,611
166,749
-745,248 14,535,291
Operating assets
13,826,291
331,286
358,610
-71,611
161,839
-617,124 13,989,291
0
13,989,291
France Offices
3,545,651
0 180,835(1)
-8
78,426
-80,031
3,724,873
0
3,724,873
Italy Offices
3,611,315
0
19,813
-71,603
-4,742
181,977
3,736,760
0
3,736,760
Service Sector
2,989,471
48,338
(3)
21,262
0
52,834
67,173
3,179,078
0
3,179,078
Germany Residential
2,293,722
289,650 126,371(4)
0
29,079
-127,651
2,611,171
0
2,611,171
Increase
(2)
Disposal
Change
in fair
value
31/12/2014
before Discontinued
Transfers
reclass.
operations
31/12/2014
0
14,535,291
France Residential
737,370
0
10,327
0
6,242
-16,530
737,409
0
737,409
Logistics
648,762
-6,702
2
0
0
-642,062
0
0
0
471,247
0
197,967
0
4,910
-128,124
546,000
0
546,000
France Offices
137,224
0
137,823
0
9,529
59,296
343,872
0
343,872
Italy Offices
258,300
0
28,854
0
-4,958
-132,456
149,740
0
149,740
29,198
0
21,495
0
5,337
-26,322
29,708
0
29,708
0
0
0
0
0
0
0
0
0
22,250
0
5,428
0
-4,998
0
22,680
0
22,680
4,367
Assets under development
Service Sector
Germany Residential
France Residential
24,275
0
0
0
-28,642
0
0
0
Assets held for sale
Logistics
1,196,495
-382,221
8,819 -736,365
-8,034
746,111
824,805
287,840
536,965
Assets held for sale
1,196,495
-382,221
8,819 -736,365
-8,034
746,111
824,805
287,840
536,965
2,839 -243,068
France Offices
319,685
0
Italy Offices
195,717
23,316
Service Sector
213,342
Germany Residential
146,239
France Residential
Logistics
TOTAL
(1)
(2)
(3)
(4)
-1,789
115,347
193,014
0
193,014
-24,037
15
-49,521
146,252
0
146,252
0
0 -135,148
-2,929
-40,851
34,414
0
34,414
0
0 -148,733
741
130,497
128,744
0
128,744
111,022
0
0
-94,619
5,603
12,535
34,541
0
34,541
210,490
-405,537
5,218
-90,760
-9,675
578,104
287,840
287,840
0
15,494,033
-50,935
565,396 -807,976
158,715
863
15,360,096
287,840
15,072,256
762
€19 million for work carried out and €161.8 million for the acquisition of three assets in Charenton leased to Natixis.
Work carried out on assets located mainly in Milan.
€9.8 million for work carried out and €11.4 million for the acquisition of three B&B hotels.
Corresponds to acquisitions of assets in the residential portfolio in Dresden, Leipzig and Berlin for €81.6 million and work during the period
for €44.8 million.
The total increase for the period (€565 million) mainly comprises
work completed for €288 million, the capitalisation of financial
expenses on development projects (€23 million), and acquisitions
during the year for €254 million.
Note that the group has not identified an optimal use of an asset
that differs from its current use and therefore the implementation
of IFRS 13 has not altered the assumptions used in the valuation
of a portfolio.
The amounts of disposals correspond to the appraisal figures
published as at 31 December 2013.
Foncière des Régions
307
Reference Document 2014
3
3
Financial information
Notes to the consolidated financial statements
In accordance with IFRS 13, the tables below provide details of the ranges of unobservable inputs by business segment (level 3) used
by real estate appraisers:
3.2.6.1.2.1. France Offices
Grouping of similar assets
Level
Portfolio
(in €m)
Net yield rate
Discount rate
Market rental value
West Central Paris
Level 3
596
4.25% – 7.65%
5.15% – 6.5%
N/A
Northeast Paris
Level 3
306
5.6% – 6.5%
5.15% – 6.5%
N/A
Southern Paris
Level 3
584
4.3% – 6.5%
5.15% – 7.75%
N/A
Western Paris
Level 3
1,201
5.7% – 7.8%
5.15% – 7.75%
N/A
Inner suburbs
Level 3
579
5.9% – 9.5%
5.15% – 8.5%
N/A
Ourter suburbs
Level 3
170
6.3% – 10.25%
5.15% – 10.0%
N/A
486
6.5% – 10.1%
5.15% – 10.5%
N/A
340
7.0% – 13%
5.15% – 13.1%
N/A
Total Île-de-France (Paris Region)
3,436
MRT
Level 3
Regions
Level 3
Total Regions
826
TOTAL FRANCE OFFICES
4,262
3.2.6.1.2.2. Italy Offices
Grouping of similar assets
Milan
Level
Portfolio
(in €m)
Net yield rate
Discount rate
Market rental value
Level 2
381
5.0% – 6.2%
5.3% – 6.0%
270 – 510
Milan
Level 3
1,322
4.6% – 7.2%
4.0% – 7.0%
74 – 2,000
Rome
Level 3
350
3.6% – 7.8%
3.2% – 8.7%
41 – 350
Other
Level 2
151
6.2% – 6.7%
5.7% – 7.0%
120 – 170
Other
Level 3
1,656
2.1% – 8.9%
2.4% – 9.2%
33 – 1,028
6.9%
6.0%
N/A
Total in operation
Assets under development
3,860
Level 3
TOTAL ITALY OFFICES
150
4,009
3.2.6.1.2.3. Service Sector
Grouping of similar assets
Hotels
Level
Portfolio
(in €m)
Net yield rate
Rate
of discount
Market rental value
Level 3
2,381
5.6% – 8.1%
6.2% – 8.2%
N/A
Health care
Level 3
235
5.4% – 6.9%
5.6% – 7.9%
N/A
Retail premises
Level 3
598
5.5% – 6.9%
6.0% – 7.8%
N/A
3,214
5.7% – 8.1%
6.0% – 8.2%
Total in operation
Assets under development
Level 3
TOTAL SERVICE SECTOR
Foncière des Régions
29
6.7% – 8.6%
3,243
6.0% – 8.2%
308
Reference Document 2014
N/A
Financial information
Notes to the consolidated financial statements
3.2.6.1.2.4. Germany Residential
Net yield rate
Level
Portfolio
(in €m)
Total
portfolio
Block value
of assets
Discount rate
Average value
(in €/m2)
Duisbourg
Level 3
509
3.6% – 25.9%
3.6% – 25.9%
5.3% – 11.5%
767
Essen
Level 3
505
4.4% – 22.5%
4.4% – 22.5%
5.0% – 7.8%
1,043
Mülheim
Level 3
185
3.6% – 11.0%
3.6% – 11.0%
4.8% – 7.5%
959
Oberhausen
Level 3
136
5.1% – 10.4%
5.1% – 10.4%
5.5% – 7.1%
764
Datteln
Level 3
107
3.1% – 10.3%
3.1% – 10.3%
4.8% – 7.2%
766
Berlin
Level 3
773
3.7% – 9.4%
3.7% – 9.4%
3.6% – 7.2%
1,218
Düsseldorf
Level 3
39
4.1% – 6.6%
4.1% – 6.6%
4.4% – 6.9%
2,000
Dresden
Level 3
208
3.4% – 8.1%
3.4% – 8.1%
5.3% – 7.1%
1,068
Leipzig
Level 3
21
4.9% – 9.0%
4.9% – 9.0%
5.3% – 7.1%
1,069
Level 3
256
4.9% – 10.9%
4.9% – 10.9%
5.1% – 8.0%
872
LEVEL 3
2,740
3.1% – 25.9%
3.1% – 25.9%
3.6% – 11.5%
935
Grouping of similar assets
Other tangible fixed assets
TOTAL GERMANY RESIDENTIAL
Potential yield rate assumed excluding taxes (actual rents/appraisal values excluding taxes) across the portfolio held by Immeo in Germany (including
commercial premises)
3.2.6.1.2.5. France Residential
Net yield rate
Grouping of similar assets
Level
Portfolio
(in €m)
Total
portfolio
Block value
of assets
Discount rate
Average value
(in €/m2)
Eastern France
Level 3
7
5.1% – 6.2%
N/A
N/A
1,514
Luxembourg
Level 3
10
5.9%
5.9%
N/A
4,491
PACA
Level 3
117
2.4% – 4.8%
1.9% – 4.7%
N/A
2,187
Paris Neuilly
Level 3
425
1.5% – 4.0%
1.5% – 3.25%
N/A
7,542
Rest of Paris Region
Level 3
136
3.2% – 4.5%
3.4% – 3.7%
N/A
4,781
Rhône-Alpes
Level 3
74
2.6% – 4.2%
2.6% – 4.0%
N/A
3,048
Level 3
26
3.0% – 7.5%
N/A
N/A
2,080
LEVEL 3
794
1.5% – 7.5%
1.5% – 5.9%
N/A
4,312
Southwest – Greater West
TOTAL FRANCE RESIDENTIAL
Potential yield rate assumed excluding taxes (actual rents/appraisal values excluding taxes) across the portfolio held by Foncière Développement
Logements in France (including commercial premises)
Foncière des Régions
309
Reference Document 2014
3
3
Financial information
Notes to the consolidated financial statements
IMPACT OF FLUCTUATIONS IN THE RATE OF RETURN ON CHANGES IN THE FAIR VALUE OF REAL ESTATE ASSETS,
BY OPERATING SEGMENT
Yield(2)
Yield rate
-50 bps
Yield rate
+50 bps
Yield rate
+100 bps
France Offices(1)
6.6%
329.0
-282.5
-527.6
Italy Offices
6.1%
355.2
-301.0
-559.4
Hotels and Service Sector
6.1%
262.9
-223.1
-414.7
Germany Residential
6.5%
225.2
-193.2
-360.7
France Residential
3.2%
146.6
-107.3
-189.2
Logistics
7.2%
21.5
-18.7
-35.2
TOTAL
6.3%
1,340.4
-1,125.7
-2,086.8
(in €m)
(1)
(2)
Including DS Campus.
Yield on operating portfolio (Offices and Service Sector – France) and core portfolio (Italy Offices).
ww
If the yield rate (excluding charges) drops by 50 bps (-0.5 point),
the market value of the real estate assets (excluding charges)
will increase by €1,340.4 million.
ww
If the yield rate (excluding charges) rises by 100 bps
(+1.0 point), the market value of the real estate assets (excluding
charges) will drop by 2,086.8 million.
ww
If the yield rate (excluding charges) rises by 50 bps (+0.5 point),
the market value of the real estate assets (excluding charges)
will drop by €1,125.7 million.
3.2.6.1.3. Assets under development
Assets under development relate to building or redevelopment programmes that are subject to the application of IAS 40 (revised).
31/12/2013
Change
in scope
Works
Capitalised
interest
Change
in fair value
France Offices
137,224
0
128,654
9,169
Italy Offices
258,300
0
17,385
11,469
(5)
(€K)
9,529
59,296
343,872
-4,958
-132,456(2)
149,740
(3)
-26,322
29,708
0
22,680
(4)
0
- 128,124
546,000
Service Sector
29,198
0
898
5,337
22,250
0
4,574
854
-4,998
Logistics
24,275
0
3,874
493
0
471,247
0
175,084
22,883
4,910
TOTAL
(2)
(3)
(4)
(5)
31/12/2014
(1)
France Residential
(1)
20,597
Transfers
and disposals
-28,642
The Montpellier B&B and Egis assets on the Pompignane site were delivered in 2014, generating a transfer of -€21.2 million. Four new projects under
development (Lyon Silex 2nd phase, Saint-Mandé, Levallois Anatole France and the Dassault extension) generated a transfer of +€80.5 million.
Delivery of the «Via Dell’Arte» asset in Rome and San Nicolao» assets located in Milan.
Delivery of the Porte des Lilas B&B lease in advance of future completion generating a transfer of -€26.3 million.
Deliveries on the Garonor asset before the disposal of the company.
Including disbursements in 2014 of €6.1 million concerning the three new projects under development in France (B&B Romainville, B&B Torcy
and B&B Lyon Caluire) and €4.4 million for the three new projects under development in Germany (B&B Mülheim, B&B Erfurt et B&B Duisbourg).
Information relating to ongoing construction costs (off-balance sheet) can be found in Note 3.2.8.3.1.
3.2.6.1.4. Assets held for sale
In accordance with IFRS 5, all of this entity’s assets and liabilities were classed as assets and liabilities held for sale at
31 December 2014:
In May 2014, Beni Stabili Gestioni SGR, Banca Fimat and Polaris
Real Estate SGR signed a letter of intent to create a joint-venture
to which Beni Stabili Gestioni SGR securities will be contributed.
The company will be 17.9% held by Beni Stabili and 50.20% by
Banca Fimat.
ww
assets held for sale: €23.3 million
ww
liabilities held for sale: €2.4 million.
After reclassification of the discontinued operation, the other
assets are assets held for sale for €513,649,000 at 31 December
2014, versus €1,196,495,000 at 31 December 2013.
This transaction will take effect in January 2015. This company
will be acquired based on the contract contribution value and
consolidated via the equity method.
Foncière des Régions
310
Reference Document 2014
Financial information
Notes to the consolidated financial statements
3.2.6.2. Financial assets
31/12/2013
net Increase Decrease
(€K)
Ordinary loans(1)
Change
in fair Change
value in scope Transfers(3)
31/12/2014
Gross
Amortisations
31/12/2014
Net
87,932
47,546
-75,023
0
-7
74,282
134,730
0
134,730
0
302
0
0
0
0
302
0
302
Total loans
and current accounts
87,932
47,848
-75,023
0
-7
74,282
135,032
0
135,032
Securities at fair value
through profit or loss
19,488
0
0
-439
0
0
19,048
0
19,048
42,477
458
-3,183
0
3,281
-2,674
40,373
-18,287
22,086
Current accounts
Securities at historical cost
Total other financial assets
61,965
458
-3,183
-439
3,281
- 2,674
59,421
-18,287
41,134
Outstanding amount
of leases (LT)
2,506
0
-378
0
0
146
2,274
0
2,274
Total finance-lease
receivables
2,506
0
-378
0
0
146
2,274
0
2,274
Receivables on financial assets
3,221
0 -108,624
0
0
117,717
13,334
-6,992
6,342
Total receivables
on financial assets
3,221
0 -108,624
0
0
117,717
13,334
-6,992
6,342
155,624
48,306 -187,208
-439
3,274
189,471
210,061
-25,279
184,782
(2)
TOTAL NON-CURRENT
FINANCIAL ASSETS
(1)
(2)
(3)
Ordinary loans include receivables from investments held in equity consolidated companies.
Total other financial assets are broken down as follows:
--securities at fair value through net income: securities from the Technical Fund OPCI were accounted for on the balance sheet at the OPCI’s net asset
value in the income statement
--Securities at cost: investments held by Beni Stabili in real estate funds are valued at their historical cost. Potential impairments are accounted for
in the income statement
The Transfers column mainly concerns the reclassification of non-current loans and receivables into short-term loans and receivables (see Note 3.2.6.5).
3.2.6.3. Investments in associates
(€K)
% held
Operating
segment
Country
31/12/2013
31/12/2014
Changes
Of which
share of
Of which
net income distributions
Iris Holding France
19.90%
Service Sector
Belgium,
Germany
9,232
9,665
433
1,081
- 648
OPCI IRIS Invest 2010
19.90%
Service Sector
France
28,651
25,888
-2,763
-1,400
-1,363
OPCI Camp Invest
19.90%
Service Sector
France
18,357
18,039
-318
785
-1,103
Dalhia
20.00%
Service Sector
France
15,563
15,658
95
856
-761
Latécoère (DS Campus)
50.10%
France Offices
France
95,341
92,849
-2,492
5,360
-7,852
Lenovilla (New Vélizy)
50.10%
France Offices
France
6,873
13,841
6,968
6,968
0
50.00%
France Offices
(assets under
development)
France
6,497
10,346
3,849
3,849
0
25.00%
France Offices
(assets under
development)
France
590
1,170
580
2,951
-2,371
Italy Offices
Italy
3,659
1,262
-2,397
675
-398
184,764
188,718
3,954
21,124
-14,496
Euromarseille
(Euromed)
Cœur d’Orly (Askia)
Beni Stabili
TOTAL
Foncière des Régions
311
Reference Document 2014
3
3
Financial information
Notes to the consolidated financial statements
Investments in associates as at 31 December 2014 amounted to
€188.7 million, compared with €184.7 million as at 31 December
2013. The major change in the period involved the following:
ww
Lenovilla (New Vélizy): a partnership set up beginning
in January 2013 with the Crédit Agricole Assurances group
(49.91%). The +€7.0 million change corresponds to the net
income for the period
ww
Iris, Dalhia and Camp Invest OPCIs: investments held by
Foncière des Murs (20%) in partnership with Crédit Agricole
Assurances (80%). The -€2.5 million change corresponds to
the distribution of dividends for -€3.8 million and income of
+€1.3 million for the year
ww
Euromarseille (Euromed): partnership with Crédit Agricole
Assurances (50%) under the Euromed project. The +€3.9 million
change corresponds to the net income for the period
ww
Cœur d’Orly: partnership with Altaréa under the Askia project.
The €0.6 million change corresponds to the distribution of
dividends for -€2.3 million and income of +€2.9 million for
the year
ww
Latécoère (DS Campus): a partnership set up beginning on
19 October 2012 with Crédit Agricole Assurances (49.90%).
The -€2.5 million change corresponds to the distribution of
dividends for -€7.8 million and income of +€5.3 million for
the year
ww
Beni Stabili: the change includes a reclassification of
-€2.7 million in investment securities.
3.2.6.3.1. Breakdown of shareholding of principal associates
Cœur
d’Orly
Euromed
Group
Latécoère
(DS Campus)
SCI Lenovilla
(New Vélizy)
Foncière des Régions
25%
50%
50.10%
50.09%
Non-group third parties
75%
50%
49.90%
49.91%
Altaréa
25%
50%
49.90%
49.91%
100%
100%
100%
100%
Iris Holding
France
OPCI Iris
Invest. 2010
OPCI
Campinvest
SCI Dahlia
Foncière des Murs
19.9%
19.9%
19.9%
20.0%
Non-group third parties
80.1%
80.1%
80.1%
80.0%
Crédit Agricole Assurances
80.1%
80.1%
68.8%
80.0%
100%
100%
Shareholding as at 31 December 2014
Crédit Agricole Assurances
Aéroports de Paris
50%
TOTAL
Indirect shareholding as at 31 December 2014
Pacifica
11.3%
TOTAL
100%
100%
3.2.6.3.2. Key financial information on associates
Total current
liabilities
excluding
financial
Cash
liabilities
(€K)
Total
Total
Balance non-current
sheet
assets
Cœur d’Orly
146,188
77,195
29,318
Latécoère
349,358
323,111
Lenovilla
259,994
215,349
Euromed
139,484
IRIS Holding France
174,128
OPCI Iris Invest. 2010
Total
non-current
liabilities
excluding
financial
liabilities
73,166
3,289
7,241
35
480
49,278
122,530
5,149
123,244
0
170,599
3,032
4,332
10,586
249,795
238,436
10,766
756
3,949
OPCI Campinvest
178,018
167,862
8,548
690
0
SCI Dalhia
135,528
122,829
4,107
683
745
Foncière des Régions
312
Financial Rental
liabilities income
64,646
Net
financing Net Income
cost consolidated
0
0
3,199
0
163,995 18,023
-3,750
10,698
0
183,083
2,249
0
13,911
0
0
0
7,626
110,595 11,626
-2,812
5,432
115,000 15,981
-4,141
-7,035
86,679 11,302
-3,286
3,943
55,808
-2,051
4,281
Reference Document 2014
7,273
Financial information
Notes to the consolidated financial statements
3.2.6.4. Deferred taxes at year-end
(€K)
Total at
31/12/2013
Increase
Other
First-time
Net
changes
Net
consoli- income for Shareholders’
and income for
dations
the year
equity transfers
the year
Decrease
Shareholders’ Deconsoequity lidations
Total at
31/12/2014
DTA
Tax loss carryforwards
29,337
262
4,941
0
0
-3,378
0
-5,174
25,988
Fair value of assets
81,400
0
1,364
0
0
-71,252
0
-293
11,219
Derivative instruments
20,910
0
1,403
0
0
-4,938
-444
-2,719
14,212
Temporary differences
21,245
0
1,991
506
-2,314
-5,792
0
0
15,636
152,892
DTA/DTL offset
TOTAL DTA
67,055
-62,843
90,049
-50,427
262
9,699
506
Increase
(€K)
Total at
31/12/2013
First-time
Net
consoli- income for Shareholders’
dations
the year
equity
-2,314
-85,360
-444
-8,186
16,628
Decrease
Other
changes
Net
and income for Shareholders’ DeconsoTotal at
transfers
the year
equity lidations 31/12/2014
DTL
Fair value of assets
346,974
15,796
Derivative
instruments
20,192
9
1,029
Temporary differences
9,651
0
19
0
0
8,801
1
0
-17,946
0
-66,385
28
-228
-8
0
840
-28
-5,859
0
-387
12,179
357,654
298,640
311,659
DTA/DTL offset
-62,843
Total DTL
294,811
15,796
29,012
10
-50,427
-204,762
-15,534
-19,313
0
-24,033
496
-2,314
-61,327
TOTAL IMPACT ON THE INCOME STATEMENT:
-80 640
- 8 -66,772
-436
58,586
261,232
-244,604
At 31 December 2014, the consolidated deferred tax position showed a deferred tax asset of €16 million (versus €90 million as at
31 December 2013) and a deferred tax liability of €261 million (versus €295 million as at 31 December 2013).
In view of the SIIC tax scheme applicable in France, potential tax savings on tax losses carried forward on real estate activity in France
are not accounted for.
Foncière des Régions
313
Reference Document 2014
3
3
Financial information
Notes to the consolidated financial statements
(€K)
Non-recognised
DTA
Non-recognised
tax loss
carryforwards
86,949
252,513
France Offices
Italy Offices
3,876
12,343
Service Sector
24,276
70,502
Germany Residential
24,707
156,122
France Residential
76,608
222,481
Logistics
33,245
96,548
Car Parks
TOTAL
4,661
13,536
254,322
824,045
At the end of 2014, non-recognised tax loss carryforwards, calculated at the standard rate, amounted to €824 million.
Given the change in the SIIQ tax regime applicable to disposals in Italy, net deferred tax assets of €61 million were cancelled in 2014.
The primary contributors to the balance of deferred tax liabilities are:
ww
Germany Residential: €180 million
ww
Service Sector: €63 million (primarily in Belgium).
In accordance with IAS 12, deferred tax assets and liabilities are offset for each tax entity when they involve taxes paid to the same tax
authority.
3.2.6.5. Short-term loans and finance-lease receivables – current portion
31/12/2014
Gross Amortisations
31/12/2014
Net
31/12/2013
Net
Change
in scope
Increase
Decrease
Transfers
9,168
0
7,758
-159,156
150,013
7,796
Finance-lease receivables
468
0
0
-61
-146
261
261
Dividend to be distributed
0
0
0
0
0
0
0
9,636
0
7,758
-159,217
149,867
8,057
(€K)
Short-term loans
TOTAL
-13
-13
7,783
8,044
3.2.6.6. Inventories
Inventories consist mainly of assets dedicated to the trading business activity within Italy Offices (€63.3 million), assets dedicated to the
trading business and real estate development within the Residential business activity in Germany (€5.4 million), assets dedicated to the
trading business activity within the Residential business activity in France (€3.2 million) and land in Orleans (€0.8 million).
3.2.6.7. Trade receivables
(€K)
Trade receivables
31/12/2014
before
reclass.
Discontinued
operations
31/12/2014
31/12/2013
Change
311,719
17,401
294,318
314,647
-20,329
Impairment of receivables
-34,757
-4,712
-30,045
-32,091
2,046
NET TOTAL FOR TRADE RECEIVABLES IN DEBT
276,962
12,689
264,273
282,556
- 18,283
After the reclassification of discontinued operations, the balance of trade receivables includes expenses to invoice to tenants for
€118.9 million, rental income receivables for €50.7 million and receivables related to the linearisation of relief granted on rent for
€94.7 million.
Foncière des Régions
314
Reference Document 2014
Financial information
Notes to the consolidated financial statements
3.2.6.8. Other receivables
31/12/2014
before
reclass.
Discontinued
operations
31/12/2014
31/12/2013
Change
Government receivables
35,491
936
34,555
51,015
-16,460
Other receivables
15,615
1,052
14,563
138,534
-123,971
Receivables on disposals
72,778
2,017
70,761
12,412
58,349
2,898
0
2,898
128
2,770
126,782
4,005
122,777
202,089
-79,312
(€K)
Current accounts
TOTAL
ww
Government receivables of €34.5 million include €17 million
in France, €17.2 million in Italy and €0.3 million in Germany.
In France, the receivables are mainly VAT. In Italy, this item
includes, in particular, receivables from payment on tax
litigation for €7.4 million.
ww
The decrease in other receivables is due to the termination
of the €102 million guarantee given to IMSER by Beni Stabili.
Note that this receivable was offset by a payable in liabilities
for the same amount.
ww
The change in receivables on disposals is primarily due to the
disposal of the Fogazzaro asset in Milan for €55 million.
3.2.6.9. Cash and cash equivalents
31/12/2014
before
reclass.
Discontinued
operations
31/12/2014
31/12/2013
Money-market instruments available for sale
686,865
0
686,865
155,926
Cash at bank
341,777
2,135
339,642
225,615
1,028,642
2,135
1,026,507
381,541
(€K)
TOTAL
Foncière des Régions holds no investments subject to capital
risk.
At 31 December 2014, the portfolio of money market securities
available for sale consisted mainly of traditional money market
funds (Level 2).
Note that in 2014, €3,302,000 in cash and cash equivalents was
reclassified as unavailable cash and cash equivalents.
ww
Level 1 corresponds to the portfolio instruments whose price is
quoted on an active market for an identical instrument.
ww
Level 2 corresponds to instruments whose fair value is determined using data other than the prices mentioned for level 1
and observable directly or indirectly (i.e. price-related data).
3.2.6.10. Changes in shareholders’ equity
The capital of Foncière des Régions totalled €188 million as at 31 December 2014.
Reserves correspond to parent-company reserves and amounts carried forward, as well as reserves from consolidation.
As at 31 December 2014, the share capital broke down as follows:
Number of authorised shares 62,683,557
Number of shares issued and fully paid-up 62,683,557
Number of shares issued and not fully paid-up 0
Par value of shares €3.00
Share classes none
Restriction on payment of dividends none
Shares held by the company or its subsidiaries
Foncière des Régions
78,968
315
Reference Document 2014
3
3
Financial information
Notes to the consolidated financial statements
CHANGES IN THE NUMBER OF SHARES DURING THE PERIOD
Date
Transaction
31/12/2013
Stock options
Shares issued
Treasury stock
Shares
outstanding
62,683,088
194,889
62,488,199
469
Treasury shares – Liquidity agreement
-32,092
Treasury shares – Employee awards
-83,829
31/12/2014
62,683,557
78,968
62,604,589
The changes in shareholders’ equity are presented in Note 3.1.4.
3.2.6.11. Indebtedness
(€K)
Borrowings
Other borrowings
31/12/2013
Increase
Decrease
Change
in scope
Other
31/12/2014 Discontinued
changes before reclass.
operations
5,287,006
1,924,037
-2,342,632
15,709
0
4,884,120
0
31/12/2014
4,884,120
45,244
8,689
-275
0
-2
53,656
0
53,656
Treasury bills
201,030
260,120
-15,000
0
0
446,150
0
446,150
Securitised loans
475,892
0
-471,914
0
0
3,978
0
3,978
Non-convertible bonds
935,000
1,100,096
-14,580
0
0
2,020,516
0
2,020,516
27,657
0
-9,013
0
0
18,644
0
18,644
Convertible bonds
1,396,642
0
0
0
0
1,396,642
0
1,396,642
Interest-bearing
loans sub-total
8,368,471
3,292,942 -2,853,414
15,709
-2
8,823,706
0
8,823,706
Accrued interest
59,686
69,904
-59,229
-1,147
2
69,216
6
69,210
Deferral of loan expenses
- 82,974
36,037
-27,374
0
0
-74,311
0
-74,311
Creditor banks
153,378
0
0
0
-59,066
94,312
0
94,312
3,398,883 -2,940,017
14,562
-59,066
Finance leases
Total loans (LT/ST) excl.
JV of ORNANE-type BONDS
8,912,923
6
8,912,917
Long-term
7,519,639
7,708,710
0
7,708,710
Short term
978,922
1,204,213
6
1,204,207
Valuation of financial
instruments
Derivatives of convertible
bonds
Total derivative instruments
8,498,561
529,278
0
0
0
-36,422
492,856
22,546
470,310
18,206
0
0
0
69,165
87,371
0
87,371
547,484
0
0
0
32,743
580,227
22,546
557,681
Assets
-23,118
-60,246
0
-60,246
Liabilities
570,602
640,473
22,546
617,927
9,493,150
22,552
9,470,598
TOTAL BANK DEBT
9,046,045
3,398,883
-2,940,017
14,562
-26,323
The new financings taken out during the year are presented in 3.2.6.11.1 – Bank borrowings.
The “Proceeds from new borrowings” line in the Statement of Cash Flows (+€3,258.3 million) includes:
ww
increases in interest-bearing borrowings” (+€3,292.9 million)
ww
less new debt issuance costs (-€27.4 million).
The “Repayments of borrowings” line of the Statement of Cash Flows (-€2,838.3 million) mainly corresponds to decreases in interestbearing borrowings (-€2,853.4 million).
Foncière des Régions
316
Reference Document 2014
Financial information
Notes to the consolidated financial statements
3.2.6.11.1. Bank borrowings
The below table outlines the characteristics of the borrowings taken out by Foncière des Régions and the amount of guarantees that
go with it (principal amount over €100 million):
(€K)
France Offices
Debt
balance
(> or
< €100 m) Backed debt
Total appraisal
value
for block of
assets
31/12/2014
> €100 m
878,000
401,100
€275 million (2012) – Orange
534,609
254,432
09/05/2012
19/09/2020
> €100 m
1,412,609
655,532
< €100 m
205,880
53,801
1,618,489
709,333
10/09/2014
29/07/2020
> €100 m
REFI 2 Babel
300,000
> €100 m
€340 million (2013) –
formerly Milano Zerosei
162,596
19/12/2006
19/12/2015
> €100 m
€156 million (2011) – TORRI
152,544
27/07/2011
27/07/2016
1,182,270
615,140
643,300
321,810
1,825,570
936,950
€350 million (2013)
567,835
233,545
15/07/2013
15/07/2020
> €100 m
€447 million (2013)
799,379
383,832
25/10/2013
25/10/2020
> €100 m
€255 million (2012) –
Covered bond
486,403
242,570
14/11/2012
16/11/2021
> €100 m
€235 million (2013) –
OPCI B2 HI (B&B)
540,150
229,545
20/12/2013
20/12/2018
> €100 m
€208 million (2014)
377,033
144,591
07/05/2014
30/04/2019
2,770,800
1,234,083
15/01/2014
31/10/2018
Total Italy Offices
> €100 m
> €100 m
< €100 m
267,472
126,290
3,038,272
1,360,373
595,621
299,133
> €100 m
595,621
299,133
< €100 m
173,841
67,564
769,462
366,697
Total Service Sector
> €100 m
€350 million (2014)
Total France Residential
Germany Residential > €100 m
> €100 m
Car Parks
270,000 10/10/2017
and
and
140,000 11/07/2018
Maturity
date
> €100 m
< €100 m
France Residential
Date of
signature
10/10/2010
and
11/07/2011
> €100 m
Service Sector
Debt balance
31/12/2014
€270 million (2010) and
€140 million (2011) Tour CB 21
and Carré Suffren
Total France Offices
Italy Offices
Initial
amount
of the
debt
Wohnbau/Dümpten
326,769
162,589
08/12/2010
14/12/2017
Lyndon Immeo 02
299,126
174,726
07/12/2011
14/12/2021
> €100 m
Lyndon Immeo 01
271,692
172,916
12/12/2011
12/12/2021
> €100 m
Lyndon Immeo 04
715,324
388,170
09/03/2012
14/03/2022
> €100 m
Indigo
210,233
119,063
13/12/2013
19/12/2018
> €100 m
1,823,144
1,017,464
< €100 m
902,026
393,508
Total Germany Residential
2,725,170
1,410,972
Total Residential
3,494,632
1,777,669
185,260
66,292
10,162,223
4,850,617
< €100 m
Total Car Parks
Collateral Total
Foncière des Régions
317
Reference Document 2014
3
3
Financial information
Notes to the consolidated financial statements
(€K)
Debt
balance
(> or
< €100 m) Backed debt
Total appraisal
value
for block of
assets
31/12/2014
€550 million (2011) –
ORNANE-type bonds
France Offices
01/05/2011
01/01/2017
345,000
20/11/2013
01/04/2019
16/10/2012
16/01/2018
Treasury bills
446,150
€180 million (2013) –
Private placement
180,000
28/03/2013
30/04/2020
497,946
10/09/2014
30/09/2021
2,616,539
2,420,200
95,300
Total France Offices
2,711,839
2,420,200
€225 million (2010) –
Convertible bond
105,538
23/04/2010
23/04/2015
€225 million (2013) –
Convertible bond
225,000
17/01/2013
17/01/2018
€270 million (2013) –
Convertible bond
270,000
17/10/2013
17/04/2019
€350 million (2014) – Bond
350,000
22/01/2014
22/01/2018
€250 million (2014) – Bond
250,000
31/03/2014
01/04/2019
€200 million (2014) –
Corporate borrowing
200,000
10/09/2014
21/07/2016
> €100 m
1,400,538
< €100 m
3,978
Total Italy Offices
Total Service Sector
2,267,457
1,404,516
204,928
0
Total Germany Residential
0
Total France Residential
Logistics
Total discontinued operations
Car Parks
Total Car Parks
Total
unencumbered
France Residential
451,104
Maturity
date
500,000
< €100 m
< €100 m
Date of
signature
€500 million (2012) – Bonds
€500 million (2014) – Bonds
Service Sector
Debt balance
31/12/2014
€345 million (2013) –
ORNANE-type bonds
> €100 m
Italy Offices
Initial
amount
of the
debt
29,823
100,000
287,840
0
25,160
0
5,527,047
3,924,716
15,689,270
8,823,706
Other bank borrowings
Other liabilities
48,374
OVERALL TOTAL
Borrowings are valued after their initial recognition at cost, amortised based on the effective interest rate. The average interest rate on
consolidated debt for Foncière des Régions was 3.41% as at 31 December 2014.
Foncière des Régions
318
Reference Document 2014
Financial information
Notes to the consolidated financial statements
BREAKDOWN OF BORROWINGS AT PAR VALUE ACCORDING TO TIME LEFT TO MATURITY AND INTEREST-RATE TYPE
Balance as at
31/12/2014
(€K)
Fixed-rate long-term financial liabilities
Maturity
Less than 1 Balance as at Balance as at Balance as at
year
31/12/2015
2 to 5 years
31/12/2019
4,946,526
560,688
4,385,838
France Offices – Bank borrowings
191,178
3,795
France Offices – ORNANE-type bonds
796,104
0
France Offices – Other
Italy Offices – Convertible bonds
Service Sector
Service Sector – Other
Maturity
Over 5 years
2,581,140
1,804,698
1,804,698
187,383
14,441
172,942
172,942
796,104
796,104
0
0
32,438
0
32,438
0
32,438
32,438
600,538
105,538
495,000
495,000
0
0
38,644
785
37,858
37,858
0
0
15,936
0
15,936
15,936
0
0
807,763
12,307
795,456
118,897
676,559
676,559
5,283
135
5,148
4,438
710
710
Total borrowings and convertible bonds
2,487,882
122,560
2,365,322
1,482,674
882,648
882,648
France Offices – Bonds
1,177,946
0
1,177,946
498,466
679,480
679,480
France Offices – Treasury bills
434,150
434,150
0
0
0
0
Italy Offices – Bonds
600,000
0
600,000
600,000
0
0
3,978
3,978
0
0
0
0
Germany Residential – Bank borrowings
Germany Residential– Other
Italy Offices – Securitisation
Service Sector – Bonds
242,570
0
242,570
0
242,570
242,570
Total debt represented by securities
2,458,644
438,128
2,020,516
1,098,466
922,050
922,050
Floating-rate long-term financial debt
3,877,180
492,846
3,384,334
2,291,131
1,093,203
1,093,203
France Offices – Bank borrowings
518,155
27,688
490,468
407,892
82,575
82,575
Italy Offices – Bank borrowings
1,136,950
347,299
789,651
529,400
260,250
260,250
Service Sector
1,079,159
16,354
1,062,805
450,447
612,357
612,357
France Residential – Bank borrowings
466,697
76,050
390,647
390,647
0
0
Germany Residential – Bank borrowings
597,927
11,659
586,268
505,363
80,905
80,905
Car Parks
Total borrowings and convertible bonds
France Offices – Treasury bills
Total debt represented by securities
TOTAL AT 31 DECEMBER 2014
66,292
1,796
64,496
7,381
57,115
57,115
3,865,180
480,846
3,384,334
2,291,131
1,093,203
1,093,203
12,000
12,000
0
0
0
0
12,000
12,000
0
0
0
0
8,823,706
1,053,535
7,770,172
4,872,271
2,897,901
2,897,901
The ORNANE bonds are presented at par value.
Foncière des Régions
319
Reference Document 2014
3
3
Financial information
Notes to the consolidated financial statements
3.2.6.11.2. Convertible bond issues
3.2.6.11.2.1. France Offices
The specific features of the bond issues are as follows:
Features
ORNANE
France Offices
ORNANE
France Offices
24/05/2011
20/11/2013
550
345
85.86
84.73
Issue date
Issue amount (in €m)
Issue/Conversion price (in €)
1.10
1.03
Number of securities issued
Conversion rate
6,405,776
4,071,757
Number of securities redeemed
1,151,832
Securities outstanding at 31 December 2014
5,253,944
Amount of the issue after redemption (in €m)
4,071,757
451
Nominal rate
3.34%
Maturity date
01/01/2017
0,88%
Bond holders will have the option to convert their bonds either
into cash and existing and/or new shares, or only into shares,
based on the stock market prices over a determined period, at
the company’s discretion.
Interest is payable every six months on 1 January and 1 July for
the ORNANE issued in 2011, and on 1 April and 1 October for the
ORNANE issued in 2013.
The fair value of the ORNANE as at 31 December 2014 is based
on the quoted price (December average):
3.2.6.11.2.2. Italy Offices
ww
€93.00 for the ORNANE issued in 2011, for a fair value
at 31 December 2014 of €488.6 million (5,253,944 bonds
outstanding)
In accordance with section 11A of IAS 39, the ORNANEs for the
Italy Offices segment are made up of hybrid instruments and
are accounted for as a host contract (liability at amortised cost)
and an embedded derivative (financial instrument at fair value
through profit or loss).
ww
€90.43 for the ORNANE issued in 2013, for a fair value at
31 December 2014 of €368.2 million (4,071,757 bonds).
The fair value of the ORNANE issued by Foncière des Régions is
€856.8 million.
At 31 December 2014, derivatives of Beni Stabili convertible bonds
were valued at €53.5 million.
The specific features of these bond issues are as follows:
Features
Issue date
Issue amount (in €m)
Issue/Conversion price (in €)
Conversion rate
ORNANE
Italy Offices
ORNANE
Italy Offices
01/2013
10/2013
225
270
0,5991
0,6591
1.00
1.00
Number of securities issued
375,536,345
409,649,522
Securities outstanding at 31 December 2014
375,536,345
409,649,522
Nominal rate
3.375%
2.625%
Maturity
01/2018
03/2019
Foncière des Régions
320
Reference Document 2014
Financial information
Notes to the consolidated financial statements
3.2.6.11.3. Derivative instruments
Derivative instruments consist mainly of interest rate hedges set up as part of the group’s interest rate hedging policy.
FAIR VALUE OF NET DERIVATIVE INSTRUMENTS
31/12/2013
net
31/12/2014
Net before
reclassification
France Offices
197,060
248,037
Italy Offices
113,965
63,706
63,706
Service Sector
131,353
169,083
169,083
57,773
58,105
58,105
(€K)
Germany Residential
France Residential
Logistics
Car Parks
TOTAL
OF WHICH COUNTERPARTY RISK
The total impact of value adjustments on derivatives in the income
statement amounted to -€303.7 million, after reclassifying
-€7.7 million to discontinued operations. It primarily consists
of changes in value of cash instruments (-€238.6 million), the
change in value of the ORNANEs (-€63.0 million), the change in
value of fixed-rate liabilities recognised during business combinations in 2013 (-€1.7 million) and the change in value of other
financial assets (-€0.4 million). In accordance with IFRS 13, the
fair values include counterparty default risk.
-722
7,938
36,619
22,546
Discontinued
operations
31/12/2014
net
248,037
7,938
22,546
0
11,436
10,812
547,484
580,227
22,546
557,681
10,812
18,467
14,154
556
13,598
The “Unrealised gains and losses relating to changes in fair
value” line of the Statement of Cash Flows (€152.7 million), which
calculates cash flow, mainly integrates the impact of changes
in value of cash instruments on income (€246.3 million), the
change in value of ORNANEs (€63.0 million), the change in value
of long-term investment securities (€0.4 million), the change in
the fixed-rate liabilities recognised during business combinations
in 2013 (€1.7 million) and the change in value of investment
properties (-€158.7 million) (see Note 3.2.7.2).
BREAKDOWN OF HEDGING INSTRUMENTS BY MATURITY OF NOTIONALS
As at 31/12/2014
Less than 1 year
1 to 5 years
Over 5 years
Fixed rate payer swap
3,830,307
434,880
1,713,475
1,681,952
Fixed rate receiver swap
1,493,781
250,000
723,781
520,000
Purchase of fixed rate payer swaption
0
-31,000
-275,000
306,000
Sale of fixed rate borrower swaption
0
-15,500
-200,000
215,500
1,351,471
62,285
1,247,448
41,738
(€K)
FIXED HEDGE
OPTIONAL HEDGE
Cap purchase
Floor purchase
Floor sale
TOTAL
Foncière des Régions
321
60,000
0
60,000
0
147,615
-60,000
195,500
12,115
6,883,174
640,665
3,465,204
2,777,305
Reference Document 2014
3
3
Financial information
Notes to the consolidated financial statements
BALANCE AS AT 31 DECEMBER 2014
(€K)
Fixed rate
Floating rate
Gross borrowings and financial debt (including creditor banks)
4,946,526
3,971,492
NET FINANCIAL LIABILITIES BEFORE HEDGING
4,946,526
3,971,492
Swaps
-2,336,526
Caps
-1,351,471
TOTAL HEDGES
-3,687,997
3.2.6.11.4. Bank covenants
All these LTV or ICR covenants were in strict compliance as at
31 December 2014.
Excluding debts raised without recourse to the group’s property
companies, the debts of Foncière des Régions and its subsidiaries generally include bank covenants (ICR and LTV) applying
to the borrower’s consolidated financial statements. If these
covenants are breached, early debt repayment may be required.
These convenants were established in group share for Foncière
des Régions and for Foncière des Murs (regarding refinance
loans for historical borrowings) and on a consolidated basis for
Foncière Développement Logements and Beni Stabili (if their
debts include them).
Concerning Foncière des Régions, the bank consolidated leverage
ratios at 31 December 2014 were 50.3% for the LTV in group share
and 276% for the ICR in group share (compared to 51% and 249%
respectively at the end of 2013).
Two types of covenants were added to the consolidated LTV and
ICR Group share covenants of Foncière des Régions as part of the
corporate loans taken out by Foncière des Régions:
ww
mainly an portfolio-secured debt covenant (100% scope), the
cap on which is set at between 22.5% and 25% and which
measures the ratio of secured debt (or debt with guarantees
of any nature) to portfolio value.
With respect to Immeo, for which the debt raised is “nonrecourse” debt, there are no consolidated covenants associated
with portfolio financing.
This covenant is in strict compliance and is maintained at a very
comfortable level given the new corporate bond issue in 2014
along with the repayment of mortgage loans
The most restrictive consolidated LTV covenants at 31 December
2014 amounted to 60% for Foncière des Régions, Foncière des
Murs and Foncière Développement Logements. Lastly, a limited
portion (36%) of Beni Stabili financing included a consolidated
LTV covenant (Beni Stabili scope), the most restrictive level of
which was also 60%.
ww
secondarily, unencumbered portfolio covenants, for which the
ceiling is 50%, or an LTV real estate covenant with a 65% ceiling
that assesses the relationship between the debt of Foncière
des Régions and that of its fully-owned subsidiaries and the
portfolio value. At 31 December 2014, these covenants solely
remained applicable to three long-standing corporate credit
facilities, which were either renegotiated since 31 December
2014 within the scope of their extension (termination of the LTV
real estate covenant), or have a short maturity.
The threshold for consolidated ICR covenants differs from one
REIT to another, depending on the type of assets, and may be
different from one debt to another even for the same REIT,
depending on debt seniority. Lastly, only a portion of the Beni
Stabili loans has a consolidated ICR covenant.
These covenants were also complied with at 31 December 2014.
The most restrictive ICR consolidated covenant applicable to the
property investment companies are the following:
No loan has an accelerated payment clause contingent on a
Foncière des Régions rating.
ww
for Foncière des Régions: 200%
ww
for Foncière des Murs: 200%
ww
for Foncière Développement Logements: 150%
ww
for Beni Stabili: 140%.
Consolidated LTV
Scope
Covenant
threshold
Ratio
€350 million (2013)
Foncière des Murs
≤ 60% In compliance
€447 million (2013)
Foncière des Murs
< 60% In compliance
€208 million (2014)
Foncière des Murs
< 60% In compliance
€255 million (2012) – Covered bond
Foncière des Murs
≤ 65% In compliance
€350 million (2014)
France Residential
≤ 60% In compliance
€156 million (2011) – TORRI
Italy Offices
≤ 60% In compliance
€300 million (2014) – REFI 2 Babel
Italy Offices
≤ 60% In compliance
Foncière des Régions
322
Reference Document 2014
Financial information
Notes to the consolidated financial statements
Consolidated ICR
Covenant
threshold
Scope
Ratio
€350 million (2013)
Foncière des Murs
> 200% In compliance
€447 million (2013)
Foncière des Murs
> 200% In compliance
€208 million (2014)
Foncière des Murs
> 200% In compliance
€255 million (2012) – Covered bond
Foncière des Murs
≥ 200% In compliance
€350 million (2014)
France Residential
≥ 150% In compliance
€156 million (2011) – TORRI
Italy Offices
> 140% In compliance
€300 million (2014) – REFI 2 Babel
Italy Offices
> 140% In compliance
These covenants, based on the separate and consolidated
financial statements, are also most often applied together with
specific covenants for the portfolios financed. These “Scope”
convenants, or to a lesser extent, the interest coverage ratios,
usually have less restrictive thresholds for the group’s companies
than consolidated convenant thresholds. Their purpose is mainly
to supervise the use of financing by correlating it with the value
of underlying assets provided as collateral.
3.2.6.12. Provisions for contingencies and losses
Reversal
of provisions
Other
tangible
fixed
31/12/2014 Discontinued
Unused
assets before reclass.
operations 31/12/2014
31/12/2013
Change
in scope
Charge
Used
Other provisions for litigation
1,785
0
169
0
-435
0
1,519
90
1,429
Provisions for guarantees
1,000
0
0
0
-1,000
0
0
0
0
Provisions for taxes
2,377
0
1,422
0
0
0
3,799
0
3,799
(€K)
Provisions for sustainable
development
423
0
0
0
-78
0
345
0
345
Provisions for property
charges
7,153
0
640
0
-2
0
7,791
0
7,791
Other provisions
4,544
-100
724
-433
-613
-381
3,741
0
3,741
Provision sub-total –
current liabilities
17,282
-100
2,955
-433
-2,128
-381
17,195
90
17,105
Provisions for pensions
39,942
0
2,694
0
-1,855
-581
43,160
0
43,160
698
0
57
0
-86
0
669
0
669
Provisions for long-service
awards
Provision sub-total –
non-current liabilities
40,640
0
2,751
0
-1,941
-581
43,829
0
43,829
TOTAL PROVISIONS
57,922
-100
5,706
-433
-4,069
-962
61,024
90
60,934
The provision for retirement benefits amounted to €43.2 million
at 31 December 2014, versus €39.9 million at 31 December 2013.
Provisions for litigation break down as follows: €0.9 million for
France Offices, €0.3 million for Italy Offices and €0.1 million for
France Residential and €0.2 million for the Car Park segment.
The main actuarial assumptions used to estimate Foncière des
Régions’ commitments in France were as follows:
Provisions for taxes exclusively concern the Italy Offices segment
for €3.8 million
ww
salary increase rates of 4% for managerial staff and 3% for
non-managerial staff
Provisions for expenses on assets (€7.8 million) stem from the
Car Park segment and concern provisions for renewal of works.
ww
discount rate: 1.63%, TEC 10 n +50 bps
Other provisions consist primarily of the following:
ww
other provisions for contingencies and liabilities in Italy Offices:
€2.9 million
ww
provision relating to grantor rights in Car Parks: €0.6 million.
Foncière des Régions
323
Reference Document 2014
3
3
Financial information
Notes to the consolidated financial statements
The main actuarial assumptions used to estimate commitments in Germany were as follows:
31/12/2014
31/12/2013
Discount rate
2.5%
3.5%
Annual wage growth
2.5%
2.5%
Rate of social security charges
1.0%
1.0%
-567
-407
-1,297
-1,193
-1,864
-1,600
Assumptions for retirement benefits provisions in Germany
IMPACT OF PROVISIONS FOR RETIREMENT BENEFITS ON THE INCOME STATEMENT (€K)
Cost of services rendered during the year
Financial cost
Effects of plan reductions/liquidations
TOTAL IMPACT ON THE INCOME STATEMENT
NB: impacts are stated on a full-year basis.
3.2.6.13. Recognition of financial assets and liabilities
31/12/2014
Net
(€K)
Amount shown in the statement
of financial position measured at:
At fair value
through
At fair value
shareholders’ through profit or
equity
loss
Fair value
(€K)
19,048
19,048
IAS 39 categories
Line item in statement
of financial position
Assets at fair value
through profit or loss
Financial assets
non-current
19,048
Assets at amortised cost
Financial assets
non-current
22,086
22,086
22,086
Loans and receivables
Financial assets
non-current
143,648
143,648
143,648
Total non-current financial
assets
Amortised
cost
184,782
Loans and receivables
Trade receivables
Assets at fair value through
profit or loss
Derivatives at fair value
through profit or loss
Assets at fair value through
profit or loss
Cash and cash
equivalents
(1)
TOTAL FINANCIAL ASSETS
182,179
184,782
182,179
60,246
60,246
60,246
686,865
686,865
686,865
766,159
1,114,072
910,271
1,415,112
1,114,072
347,913
Liabilities at fair value through
profit or loss
ORNANE
1,378,475
468,204
Liabilities at amortised cost
Financial liabilities
(excluding ORNANE)
7,472,027
7,472,027
Liabilities at fair value through
profit or loss
Financial instruments
(excluding ORNANE)
Liabilities at amortised cost
Guarantee deposits
Liabilities at amortised cost
Supplier debt
TOTAL FINANCIAL LIABILITIES
(1)
(2)
182,179
553,102
15,752
0
7,580,747(2)
50,532
15,752
90,094
90,094
9,509,450
8,046,077
324
553,102
15,752
90,094
50,532
Excluding deductible amount.
The difference between the net book value and the fair value of fixed-rate debt is €108,720,000.
Foncière des Régions
502,570
Reference Document 2014
1,412,841
9,654,807
Financial information
Notes to the consolidated financial statements
3.2.6.13.1. Breakdown of financial assets
and liabilities at fair value
of similar instruments or based on an evaluation method for
which the variables comprise solely data from observable
markets
The table below shows financial instruments at fair value broken
down by level:
ww
Level 3: financial instruments for which the fair value is
evaluated wholly or partially using an evaluation method based
on an unsubstantiated estimate of market transaction prices
for similar instruments.
ww
Level 1: financial instruments listed on an active market
ww
Level 2: financial instruments for which the fair value is
evaluated by means of comparisons with market transactions
Level 1
(€K)
Level 2
Level 3
Total
Derivatives at fair value through profit or loss
60,246
60,246
Money-market instruments available for sale
686,865
686,865
Total financial assets
0
ORNANE
747,111
0
1,415,112
Derivatives at fair value through profit or loss
553,102
Total financial liabilities
747,111
1,415,112
553,102
1,415,112
553,102
0
1,968,214
3.2.7. Notes to the statement of net income
3.2.7.1. Operating income
3.2.7.1.1. Rental income
31/12/2014
before
reclass.
Discontinued
operations
31/12/2014
31/12/2013
Change
(€K)
Change
(as a %)
France Offices
250,730
0
250,730
265,248
-14,518
-5.5%
Italy Offices
228,656
0
228,656
231,699
-3,043
-1.3%
Total Office rental income
479,386
0
479,386
496,947
-17,561
-3.5%
Service Sector
196,057
0
196,057
203,973
-7,916
-3.9%
Germany Residential
171,121
0
171,121
63,820
107,301
N/A
28,804
0
28,804
12,992
15,812
N/A
33,054
33,054
0
54,231
-54,231
-100%
908,422
33,054
875,368
831,963
43,405
5.2%
(€K)
France Residential
Logistics
TOTAL RENTAL INCOME
Rental income consists of rental and similar income (e.g.: occupancy fees and entry rights) invoiced for investment properties
during the period. Rent holidays, common areas and entry rights
are spread out over the fixed term of the lease.
for their renovation (-€3.1 million), acquisition and delivery of
assets under development (+€4.0 million) and various indexations and lease renewals (+€1.5 million)
ww
a drop in rental income in Italy Offices (-1.3%) due to the impact
of asset deliveries, asset management work and the effect of
indexation (+€2.3 million), less disposals (-€6.6 million)
The three tenants who each account for over 10% of overall
turnover are:
ww
a drop in Service Sector rental income (-3.9%), i.e.
-€7.9 million, mainly due to disposals and a drop in Accor and
Jardiland rental income (-€11.0 million), offset by the impact
of the NH hotel in Amsterdam and the B&B hotels acquired in
2014 (+€3.1 million)
ww
Telecom Italia in the Italy Offices segment (€117.0 million)
ww
Orange in the France Offices segment (€87.7 million)
ww
Accor in the Service Sector (€83.9 million).
Rental income amounted to €875.4 million at 31 December 2014,
versus €832.0 million at 31 December 2013, up 5.2%.
ww
the impact of the full consolidation of the France and Germany
Residential segments over the full year compared with five
months in 2013, amounting to +€123.1 million.
The changes by type of asset break down as follows:
ww
a decrease in rental income for France Offices (-5.5%), mainly
due to asset disposals (-€18.6 million), the vacating of assets
Foncière des Régions
325
Reference Document 2014
3
3
Financial information
Notes to the consolidated financial statements
3.2.7.1.2. Real estate expenses
31/12/2014
before
reclass.
Discontinued
operations
31/12/2014
31/12/2013
Change
(€K)
Change
(as a %)
Rental income
908,422
33,054
875,368
831,963
43,405
5.2%
Unrecovered rental costs
-44,021
-4,579
-39,442
-40,035
593
-1.5%
Expenses on assets
-28,950
-930
-28,020
-18,286
-9,734
53.2%
-8,578
123
-8,701
-8,820
119
-1.4%
826,873
27,667
799,206
764,822
34,384
4.5%
-9.0%
- 16,3%
-8.7%
-8.1%
(€K)
Net losses on unrecoverable receivables
Net rental income
RATE FOR REAL EXPENSES
change in expenses on assets would amount to +€3.4 million
at 31 December 2014.
ww
Unrecovered rental costs: these expenses are net of re-invoicing to tenants, and basically correspond to charges on vacant
premises.
ww
Net expenses on unrecoverable receivables: these consist
of losses on unrecoverable receivables and net provisions
on doubtful receivables. The amount for the year primarily
concerns the Italy Offices segment (€2.4 million) and the
Residential segment (€5.9 million).
ww
Expenses on assets: these consist of rental expenses that are
borne by the owner, expenses related to works and expenses
related to property management. Excluding the impact of the
consolidation of the Residential segment (-€13.1 million), the
3.2.7.1.3. Net operating costs
These consist of head office expenses and operating costs net of revenues from management and administration activities.
(€K)
31/12/2014
before
reclass.
Discontinued
operations
31/12/2014
31/12/2013
Change
(€K)
Change
(as a %)
Management
and administration income
23,660
335
23,325
22,190
1,135
5.1%
Business expenses
-5,712
-297
-5,415
-4,891
-524
10.7%
-104,012
-1,033
-102,979
-82,714
-20,265
24.5%
Overheads
Development costs
TOTAL NET OPERATING COSTS
-228
-2
-226
-520
294
-56.5%
-86,292
-997
-85,295
-65,935
-19,360
22.7%
3.2.7.1.4. Income from other activities
Business activity-related expenses consist primarily of appraisal
expenses totalling €2.5 million, asset management fees totalling
€2.0 million, as well as expenses related to inspections totalling
€0.7 million.
Net income from other activities includes:
ww
income of €12.4 million (excluding depreciation and interest)
from the Car Parks segment at 31 December 2014, compared
to €13.1 million at 31 December 2013. Note that this result
includes personnel expenses of €10.0 million (see 3.2.8.1.1)
Overheads included -€59.9 million in payroll expenses as at
31 December 2014 (-€60.3 million before reclassification of
discontinued operations) versus -€47.6 million at 31 December
2013, i.e. a change of -€12.3 million (see 3.2.8.1.1). Excluding
the impact of the consolidation of the Residential segment, the
change in payroll expenses would amount to +€1.8 million.
ww
€14.3 million in income from the real estate development business at 31 December 2014 (versus €7.9 million at 31 December
2013) recognised by reference to the stage of completion,
in accordance with IAS 11 – Construction contracts
ww
income of €0.2 million from financial leasing at 31 December
2014, versus a loss of -€1.4 million at 31 December 2013.
Foncière des Régions
326
Reference Document 2014
Financial information
Notes to the consolidated financial statements
3.2.7.2. Change in the fair value of assets
31/12/2014
before
reclass.
Discontinued
operations
31/12/2014
France Offices
85,134
0
Italy Offices
-9,685
0
Service Sector
55,242
Germany Residential
(€K)
France Residential
Logistics
TOTAL CHANGE IN FAIR VALUE OF ASSETS
31/12/2013
Change
(€K)
85,134
14,780
70,354
-9,685
-76,321
66,636
0
55,242
31,137
24,105
29,820
0
29,820
-249
30,069
6,847
0
6,847
31,227
-24,380
-8,643
-8,643
0
-38,254
38,254
158,715
-8,643
167,358
-37,680
205,038
3.2.7.3. Income from changes in scope
Income from changes in the scope of consolidation amounted to €32.5 million before the reclassification of discontinued operations.
It mainly stems for the sale of Logistics companies, including Garonor France III. The sale price of the securities, net of expenses, was
€51.9 million, for total net asset disposals of €23.2 million.
3.2.7.4. Net financing cost
(€K)
Interest income on cash transactions
Interest expense on financing
operations
Net swap expenses
NET FINANCING COST
31/12/2014
before
reclass.
Discontinued
operations
31/12/2014
31/12/2013
Change
(€K)
Change
(as a %)
13,997
206
13,791
5,399
8,392
155.4%
-241,424
-5,048
-236,376
-235,882
-494
0.2%
-61,711
-2,122
-59,589
-76,870
17,281
-22.5%
-289,138
-6,964
-282,174
-307,353
25,179
-8.2%
Excluding the impact of the full consolidation of the France and Germany Residential segments over the full year in 2014 versus five
months in 2013 (-€33.6 million), the net financing cost would improve by +€58.8 million due to effect of disposals and refinancing.
3.2.7.5. Net financial income
(€K)
Net financing cost
Positive changes in the fair value
of financial instruments
31/12/2014
before
reclass.
Discontinued
operations
31/12/2014
31/12/2013
Change
(€K)
Change
(as a %)
-289,138
-6,964
-282,174
-307,353
25,179
-8.2%
7,125
0
7,125
103,052
- 95,927
Negative changes in the fair value
of financial instruments
-318,566
-7,705
-310,861
6,941
-317,802
Changes in the fair value
of financial instruments
-311,441
-7,705
-303,736
109,993
-413,729
99
4
95
264
-169
Financial income from discounting
-376.1%
Financial expenses from discounting
-3,525
-139
-3,386
-3,202
-184
Discounting
-3,426
-135
-3,291
-2,938
-353
12.0%
Impact of discounting
and changes in fair value
-314,867
-7,840
-307,027
107,055
-414,082
-386.8%
Expenses net
of financial provisions and other
-123,970
0
-123,970
-47,676
-76,294
160.0%
TOTAL NET FINANCIAL INCOME
-727,975
-14,804
-713,171
-247,974
-465,197
187.6%
Foncière des Régions
327
Reference Document 2014
3
3
Financial information
Notes to the consolidated financial statements
Expenses net of financial and other provisions include financial asset impairments, the deferral of bond issue costs and the cost of
refinancing Beni Stabili’s Imser debt.
3.2.7.6. Taxes
3.2.7.6.1. Exit tax
Liability for exit tax amounted to €20.0 million (on Beni Stabili only) as at 31 December 2014. This liability, which matures in 2015,
generates accrued interest, which is directly accounted for in income tax expense.
3.2.7.6.2. Taxes and theoretical tax rate by geographical area
Taxes payable
(€K)
Deferred tax
Total
Tax rate
France
-2,339
-40
-2,379
34.43%
Italy
-4,149
-56,123
-60,272
31.40%
Germany
-3,350
-18,054
-21,404
15.83%
Belgium
-173
-4,507
-4,680
33.99%
7
1,103
1,110
30.00%
-148
-2,849
-2,997
23.00%
25.00%
Luxembourg
Portugal
Netherlands
TOTAL
-122
-622
-744
-10,274
-81,092
-91,366
(-) corresponds to an income tax expense; (+) corresponds to tax income.
ww
The income tax expense payable in France takes account of a capital gain made in 2011 and spread over 4 years (note that this is the
last instalment).
ww
The income tax payable in Italy breaks down as follows: €2.8 million for the rental business and €1.3 million for capital gains on
disposals.
ww
The income tax payable in the Germany Residential segment breaks down as follows: €1.5 million for the rental business and
€1.8 million for capital gains on disposals.
3.2.7.6.3. Deferred tax impact on income
(€K)
31/12/2014
before
reclass.
Discontinued
operations
France Offices
Italy Offices
Service Sector
Germany Residential
France Residential
Logistics
Car Parks
TOTAL
31/12/2014
31/12/2013
Change
29
0
29
-439
468
-56,123
0
-56,123
25,271
-81,394
-8,478
0
-8,478
-3,645
-4,833
-17,832
0
-17,832
-13,231
-4,601
1,312
0
1,312
-43
1,355
452
452
0
-2,299
2,299
0
0
0
560
-560
- 80,640
452
-81,092
6,174
-87,266
ww
Following the modification of the Italian SIIQ regime, Beni Stabili cancelled nearly €61 million in deferred tax assets.
ww
The deferred tax expense of the Germany Residential segment is mainly attributable to increases in the fair value of investment
properties.
ww
The deferred tax expense of the Service Sector was impacted by the change in the value of the NH hotel in Amsterdam.
Foncière des Régions
328
Reference Document 2014
Financial information
Notes to the consolidated financial statements
3.2.7.6.4. Tax proof
The real estate management companies that opted for the SIIC tax regime in previous years do not pay corporate income tax, except
for those that also have a taxable business activity.
31/12/2014
(€K)
Net income before tax
210,123
Theoretical tax rate of 34.43%
(a)
72,353
Impact of rate differentials between France and other countries
-37,284
Impact of rate differential between the statutory tax rate and the reduced tax rate
-1,505
Impact of rate differential on companies not subject to the 3.3% contribution
806
Impact of tax credits and fixed tax rates
-690
Impact of permanent differences
36,337
Equity affiliates
-7,272
Changes in goodwill (negative goodwill)
564
Impact of SIIC regime
-142,310
Charged to prior year losses without DTA
-3,338
Tax losses for the year without DTA
114,515
Total tax impacts
(b)
Corrected theoretical tax for the year
(a) + (b)
Effective tax rate for the year
-40,177
32,176
15.31%
Netting off income and adjustment for previous years
790
3% contribution on dividends paid
135
Prior tax loss carryforwards used to reduce or modify the deferred tax expense
-233
Deferred tax expense (and/or income) relating to the SIIC regime
56,123
Deferred tax expenses or income pertaining to future expenses
1,531
Income tax not related to the fiscal year
(c)
Total tax impacts and income tax not related to the fiscal year
Income tax expense recorded
58,346
(d) = (b) + (c)
18,169
(a) + (d)
90,522
Overall effective tax rate
43.08%
3.2.8. Other information
3.2.8.1. Personnel remuneration
and benefits
3.2.8.1.1.1.Workforce
The actual headcount as at 31 December 2014 for the fully
consolidated companies, excluding the Car Parks segment,
where personnel expense is stated in “Expenses of other activities”, amounted to 718 employees, divided between France (260),
Germany (369) and Italy (89).
3.2.8.1.1. Personnel expenses
At 31 December 2014, personnel expenses amounted to
€70.3 million, against €57.2 million at 31 December 2013. With
regard to the Net Income Statement in the EPRA format, personnel
expenses are included under “Overheads” in the amount of
€60.3 million, and in the “Expenses in other businesses” line item,
amounting to €10.0 million for the Car Park segment.
Foncière des Régions
The average headcount for 2014 was 725.5 employees.
The average headcount in the Car Parks segment in 2014 was
229 employees.
329
Reference Document 2014
3
3
Financial information
Notes to the consolidated financial statements
3.2.8.1.2. Details of share-based payments
At 31 December 2014, there were no longer any stock option plans.
In 2014, bonus shares were awarded by Foncière des Régions. The following fair-value assumptions were made for the bonus shares:
February 2014 plan
Award date
Number of shares awarded
France without
performance
condition
France with a
performance
condition
France with
performance
condition
Italy, subject to
performance
condition
Italy, subject to
performance
condition
Germany, not
subject to
performance
condition
Without
market-related
performance
condition
Part 1 – with
market-related
condition
Part 2 – with
internal
performance
condition
Part 1 – with
market-related
condition
Part 2 – with
market-related
performance
condition
Without
market-related
condition
26/02/2014
26/02/2014
26/02/2014
26/02/2014
26/02/2014
26/02/2014
5,812
11,500
11,500
3,000
3,000
2,000
Share price at award date
€67.50
€67.50
€67.50
€67.50
€67.50
€67.50
Exercise period
3 years
3 years
3 years
4 years
4 years
4 years
Cost of non-collection of dividends
-€12.97
-€12.97
-€12.97
-€17.31
-€17.31
-€17.31
€54.53
€54.53
€54.53
€50.19
€50.19
€50.19
Actuarial value of the share net
of dividends not collected during
the vesting period
Forward price method –
non-transferability discount
(2-year lock-up period)
€3.69
€3.69
€3.69
Actuarial value of the share net
of dividends not collected during
the vesting period and
non-transferability discount
€50.84
€50.84
€50.84
€50.19
€50.19
€50.19
Actuarial value of the share net
of dividends not collected during
the vesting period, non-transferability
discount, turnover and any performance
conditions that may be applicable
€43.59
€32.69
€32.69
€30.66
€30.66
€40.88
France with
performance
condition
France with
performance
condition
Italy with
performance
condition
Italy with
performance
condition
Part 1 – with
market-related
performance
condition
Part 2 – with
internal
performance
condition
Part 1 – with
market-related
performance
condition
Part 2 – with
internal
performance
condition
Part 1 – with
market-related
performance
condition
Part 2 – with
internal
performance
condition
25/06/2014
25/06/2014
25/06/2014
25/06/2014
25/06/2014
25/06/2014
38,750
38,750
2,500
2,500
10,750
10,750
June 2014 plan
Award date
Number of shares awarded
Germany with Germany without
performance
performance
condition
condition
Share price at award date
€77.55
€77.55
€77.55
€77.55
€77.55
€77.55
Exercise period
4 years
4 years
4 years
4 years
4 years
4 years
Cost of non-collection of dividends
-€17.51
-€17.51
-€17.51
-€17.51
-€17.51
-€17.51
€60.04
€60.04
€60.04
€60.04
€60.04
€60.04
€33.68
€33.68
€33.68
€33.68
€33.68
€33.68
Actuarial value of the share net
of dividends not collected during
the vesting period
Forward price method –
non-transferability discount
(2-year lock-up period)
Actuarial value of the share net
of dividends not collected during
the vesting period and
non-transferability discount
Actuarial value of the share net
of dividends not collected during
the vesting period, non-transferability
discount, turnover and any performance
conditions that may be applicable
Foncière des Régions
330
Reference Document 2014
Financial information
Notes to the consolidated financial statements
December 2014 plan
Award date
France
Italy
Germany
05/12/2014
05/12/2014
05/12/2014
Number of shares awarded
42,280
5,650
1,800
Share price at award date
€76.31
€76.31
€76.31
Exercise period
3 years
4 years
4 years
Cost of non-collection of dividends
-€13.20
-€17.58
-€17.58
Actuarial value of the share net of dividends not collected
during the vesting period and non-transferability discount
€63.11
€58.73
€58.73
Actuarial value of the share net of dividends not collected
during the vesting period, non-transferability discount, turnover
and any performance conditions that may be applicable
€54.11
€47.84
€47.84
The cost of bonus share awards accounted for at 31 December 2014 was €2,974,000. It is presented in the EPRA-format income statement
on the “Discounting of liabilities and receivables” line.
It includes the impacts of the following: the 2010 and 2011 plans in Germany and Italy and 2012 plan (€1,006,000), the 2013 plan
(€1,004,000) and the 2014 plan (€964,000).
3.2.8.2. Earnings per share and diluted earnings per share
The net income per share is calculated by dividing the net income attributable to shareholders by the weighted average number of
ordinary shares outstanding during the fiscal year.
The diluted earnings per share take into account the dilution induced by the bonus shares not yet issued but already awarded and the
conversion of ORNANE bonds in France as at 1 January 2014.
To meet the requirements of paragraph 9 of IAS 33, the calculation of earnings per share is based on the group’s share of net income
from continuing operations.
Net Income
Net income from
continuing operations
118,479
94,515
62,538,274
62,538,274
337,123
337,123
337,123
337,123
62,875,397
62,875,397
GROUP SHARE (€K)
Undiluted average number of shares
Total dilution impact
Number of bonus shares(1)
Diluted average number of shares
Non-diluted earnings per share (in €)
Impact of dilution – Bonus shares (in €)
DILUTED EARNINGS PER SHARE (in €)
(1)
1.89
1.51
-0.01
-0.01
1.88
1.50
The number of shares awarded breaks down as follows:
2011 Plan
11,650
2012 Plan
60,127
2013 Plan
74,804
2014 Plan
190,542
Total
337,123
In accordance with IAS 33 “Earnings per share”, the dilution impact is only kept when the latter is accretive.
Foncière des Régions
331
Reference Document 2014
3
3
Financial information
Notes to the consolidated financial statements
3.2.8.3. Off-balance sheet commitments
3.2.8.3.1. Commitments given
Financial guarantees given are detailed in Note 3.2.6.11.1.
3.2.8.3.1.1. Fully consolidated companies
Off-balance sheet commitments given
(€M)
31/12/2014
31/12/2013
59.5
0.0
Investment commitments
0.0
0.0
Commitments relating to ad hoc non-consolidated entities likely to have significant
impacts on the financial statements
0.0
0.0
Maturity
Off-balance sheet commitments related to consolidated companies
Commitments giv