UNIVERSALREGISTRATIONDOCUMENT
2020

CONTENTS

1
2

3
4

THE GUERBET GROUP

9

1.1
1.2
1.3
1.4
1.5
1.6
1.7

10
12
12
13
22
23
28

Our business model
History of the Company
Main consolidated dataOverview of activities
Industrial and logistics activity
Research and Development
The Group’s governance structure at December 31, 2020

CORPORATE GOVERNANCE
2.1 Report of the Board of Directors
on corporate governance
2.2 Board of Directors
2.3 General Management
2.4 Compensation of company officers
2.5 Exceptions to the Afep-Medef Code
2.6 Agreements referred to in Article L. 225-37-4-2°of the French Commercial Code
2.7 Delegations of authority regarding capital increases
2.8 Provisions in the articles of association relating
to General Meetings of Shareholders
2.9 Factors that could have an impact in the eventof a takeover or exchange offer referred to in
Article L. 225-37-5 of the French Commercial Code

31
32
32
52
54
71
72
72
73

75

3.1
3.2
3.3
3.4
3.5
3.6

76
77
77
78
79
79

MANAGEMENT REPORT
4.1
4.2
4.3
4.4
4.5

6

74

CAPITAL AND SHAREHOLDING STRUCTURE
Stock market data
Relations with the financial community
Distributed dividends
Shareholding structure
Share buyback program
Additional information about the capital587

Analysis of the Group’s activity and results
88
Major events since the start of the 2021 fiscal year
91
Consolidated companies
91
Results of subsidiaries held by Guerbet S.A.
91
Companies directly or indirectly controlled
by Guerbet S.A.91
4.6 Transactions in treasury shares of Guerbet S.A.
92
4.7 Statement on non-financial performance
92
4.8 Risk management, internal control, and internal audit
92
4.9 Risk factors
96
4.10 Other legal information
101

7

STATEMENT OF NON‑FINANCIALPERFORMANCE105
5.1 CSR governance, organization, strategy, risks
and opportunities106
5.2 Quality products and services with societal value added108
5.3 Human Resources
110
5.4 Keeping people safe and healthy 
119
5.5 Minimizing environmental impacts throughout
the product life cycle
123
5.6 Human rights and responsible purchasing130
5.7 Business ethics 
133
5.8 Guerbet’s contribution to
the Sustainable Development Goals136
5.9 External recognition of Guerbet’s CSR performance
137
5.10 CSR data consolidation methodology
137
5.11 Report by one of the Statutory Auditors, designatedas an independent third party, on the consolidated
statement of non-financial performance
142

FINANCIAL STATEMENTS
AND RELATED NOTES145
6.1 Consolidated financial statements and notes
146
6.2 Statutory Auditors’ report on the consolidated
financial statements194
6.3 Individual annual financial statements and notes
200
6.4 Statutory Auditors’ report on the annual financial
statements227
6.5 Statutory Auditors’ special report on regulatedagreements231

ADDITIONAL INFORMATION

233

7.1 Person responsible for the accuracy of the Universal
Registration Document
234
7.2 Statement by the person responsible for the accuracyof the Document234
7.3 Statutory Auditors
234
7.4 Share capital
235
7.5 Public access to this document
235
7.6 General information about the Company
236
7.7 Articles of association (excerpts)
237
7.8 Concordance tables
239This Universal Registration Document was filed on April 27, 2021 with the AMF in its capacity as the competent authority under Regulation (EU) 2017/1129, without prior approvalin accordance with Article 9 of said regulation.
The Universal Registration Document may be used for the purpose of a public offering of financial securities or the admission of financial securities for trading on a regulated market
if it is supplemented by a securities note and, if applicable, a summary and all amendments made to the Universal Registration Document. The resulting set of documents is approvedby the AMF in accordance with Regulation (EU) 2017/1129.
Pursuant to Article 19 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, the following documents are included by reference in this
Universal Registration Document:
1. The consolidated financial statements for the fiscal year ended December 31, 2018, as well as the related report of the Statutory Auditors, contained in sections 6.1 and 6.2of the Registration Document filed with the AMF on April 18, 2019, under number D.19-0363 (https://www.guerbet.com/media/5qbn3aru/guerbet_ddr_2018_fr.pdf);
2. The consolidated financial statements for the fiscal year ended December 31, 2019 as well as the related report of the Statutory Auditors, contained in sections 6.1 and 6.2of the Registration Document filed with the AMF on April 28, 2020, under number D.20-0369 (https://www.guerbet.com/media/yyoamg3l/guerbet_deu_2019.html).

SOLUTIONS FORIMAGING SPECIALISTSLimited company with a board of directors (Société Anonyme à Conseil d’administration)with a capital of €12,602,674
Head office: 15, rue des Vanesses
93420 Villepinte 308 491 521 Trade and companies register of Bobigny

2020
UNIVERSALREGISTRATIONDOCUMENT
Including the Annual Financial Report

80

1,356

400

2,635

20

COUNTRIESTRADEMARKSPATENTSEMPLOYEESINDUSTRIAL
MODELSVALUESOURourVALUESCAREINNOVATE

COOPERATEACHIEVE

Respect everyone in
Guerbet’s ecosystem
and its environment.

Be a source of new
thinking to improve
Guerbet’s performance.

Cooperate with others
and venture beyond
our comfort zone forcollective success.

Achieve our objectives
and ensure the satisfaction of our partners.

Guerbet  Universal Registration Document 2020

1

INTERVIEWWITHDAVID HALE
Chief Executive Officer
The year 2020 created havoc for everyone
personally and for businesses. How did
Guerbet cope with this crisis?

I didn’t expect to start my new term of office having to deal
with such a crisis. There’s no denying that it was a difficultyear. We set up a crisis management unit in February tomonitor the spread of the pandemic day by day, and its
impact on our businesses and plants in France and inother countries where we are present. We immediately
identified two priority goals, which guided us throughout
the year: the safety and health of our employees and thecontinuity of our business. I’m proud of all our employees
who complied with all the safety instructions and lockdown
measures taken to minimize contamination. In addition,
all our plants continued to manufacture the contrast media
essential for diagnosing certain patients with COVID-19.
All our activities were definitely under pressure – not to mention
the personal lives of each of us. The first lockdown hit thecompany hard. Almost all imaging procedures – excluding
COVID – were suspended for several weeks in nearly all
the countries where we operate. Activity picked up in
the second half of the year, albeit at a slower pace than
expected. Many patients didn’t have follow-up examinations
for their illnesses due to a smaller number of examinations
per day in radiology centers because it took so long toclean and disinfect examination rooms between patients.
Despite the arrival of vaccines, we can’t reasonably expect
to return to normal before the end of the first half of 2021.
During your first year in office, you changed
the composition of your Executive Committee.
What prompted this choice?

I wanted to make several changes to the composition of theGroup’s Executive Committee in order to achieve our strategic
ambitions based on our three pillars – Diagnostic Imaging,Interventional Imaging, and Digital Solutions/Augmented
Intelligence – in all the markets where we operate.

2

Guerbet  Universal Registration Document 2020

INTERVIEW

Seeing the commitment of our employees on a daily basis
fills me with pride. During this unprecedented year, I wasable to appreciate the enthusiasm of our teams and theircommitment to meeting the challenges!

Today, the Executive Committee includes the directors ofthese business arms as well as our two sales directors
representing the regions.
I’m also proud to lead an Executive Committee with many
more women and international members, making it more
representative of the Group. In 2021, 36% of the Executive
Committee members are women, and 70% of the Group’s
employees work in a department led by women.
What has this pandemic taught you today as
the crisis continues?
First of all, our company’s strength. Seeing the commitment of
our employees on a daily basis fills me with pride. During thisunprecedented year, I was able to appreciate the enthusiasmof our teams and their commitment to meeting the challenges.
They mobilized at our industrial plants to handle production
while becoming organized to produce and distribute handsanitizer. They were attentive to maintaining customer
relationships and making sure that they could guarantee thebest diagnoses for patients. They energetically did everythingneeded to continue our activities, very often by teleworking.
Our operating procedures have all become virtual without
affecting our efficiency. Everyone was able to adapt in record
time to the new constraints imposed by the pandemic thanks
to our IT systems, which also adapted.

In the spring of 2020, after the first lockdown, we initiatedvarious lines of work based on what the new normal will
be post-COVID. One of them relates to commitment andmotivation. This led us to start our work on the Guerbet
Corporate Purpose. This Corporate Purpose will guide us
in our choices and decisions, and I look forward to telling
you more in a few months.
Another lesson from this crisis is the essential role of our
products for patients. Contrast media proved necessary
not only for some patients with COVID-19, but also for allother patients when the diagnosis or monitoring of theirillness couldn’t wait.

What are your priorities today?

We’re going to keep up the momentum in Diagnostic
Imaging. This includes defending Dotarem in a mature
market and preparing for the launch of our future MRI
product. Its phase III clinical trials were completed in 2020.
We will also put in place a package of comprehensive
solutions for radiologists on scanning and MRI procedures.
In Interventional Imaging, we are maintaining our strategies
of organic growth – through new indications or new markets– and external growth. Lastly, we see digital solutions andAugmented Intelligence as our way to stand out from thecompetition. We will work to strengthen our expertise inthis area, from development to sales. Guerbet is becominga recognized, credible player in Augmented Intelligence,
and we will continue our partnerships.
We will also further strengthen our environmental commitments.
We have already been engaged in reducing our energy
consumption and controlling the environmental impact of
our activities for several years. We also have a strong
societal commitment in the regions where we are present.
The recognition of our ESG performance can be seenin our constant progress in various indexes and investor
questionnaires (CDP, Gaia Index, etc.).
What is your outlook for 2021?

The Covid-19 crisis has impacted the Group and will leave
traces in 2021, which will be the year of transformation for
Guerbet. Major transformations are now needed to enable
the Group to continue to be one of the leaders in medical
imaging. This will include a review of our processes andof how we operate. We will also prioritize our projects to
put all our energy into those that create the most value andprovide innovations for patients.

SOLUTIONS FORIMAGING SPECIALISTS

Guerbet  Universal Registration Document 20203

GUERBETFROM ITS CREATION
TO THE PRESENT1901
DISCOVERY OF LIPIODOL® BY MARCEL GUERBET(1861-1938) LIPIODOL®, THE FIRST IODINATEDCONTRAST MEDIUM
The international scientific community contributes to the successof Lipiodol®: it is used as a therapeutic product (in the formof sugar-coated pills, capsules, slabs of chocolate, etc.)
and as a contrast medium for diagnostic purposes to make cavities
like the lungs opaque.

1926
FOUNDING OF
LABORATOIREANDRÉ GUERBETAt the age of 25, André Guerbet,
son of Marcel Guerbet,
becomes its general manager.
He opens a chemical and pharmaceuticalmanufacturing plant in Saint-Ouen.

1968
MOVE TO
AULNAY-SOUS-BOIS SITE
150 employees moved to this new plant
dedicated to chemical and pharmaceuticalproduction.

1972
THE FIRST INTERNATIONALSUBSIDIARY IN BRAZIL
Guerbet kicks off its international expansion
in a suburb in Rio with a sales subsidiary.
The pharmaceutical production plant would
be opened in 1991.

1980
LIPIODOL® IN
INTERVENTIONAL IMAGING
The first chemoembolizations are performed
in Japan with Lipiodol® to treat hepatocellular
carcinoma patients.

1981
CREATION OF THE LANESTER PLANT
Hexabrix®, the first ionic, low-osmolality contrast medium, is launched
in France in 1979, and, to meet the market demand, the Lanester plant
starts its production in 1981.

1986
GUERBET IS LISTED ON THE
PARIS STOCK EXCHANGE

1987
ACQUISITION OF SIMAFEX, A FINE CHEMICALS PLANT
This new industrial investment is primarily intended for the manufacture of
Dotarem®, but it is also used today for the production of Lipiodol®.

1988
DISTRIBUTION OF OPTIRAY® STARTEDIN BELGIUM, FRANCE AND SWITZERLAND

1989
DOTAREM® IS LAUNCHED IN FRANCE
Dotarem® is the only macrocyclic and ionic contrast medium.

4

Guerbet  Universal Registration Document 2020

Guerbet undertakes the development and thenthe pharmaceutical production of Optiray®
at the Aulnay-sous-Bois plant and markets it
in France, Belgium and Switzerland.

GUERBET FROM ITS CREATION TO THE PRESENT1995
XENETIX®, A NEW
PRODUCT FOR X-RAYS

2002 and 2005
OPTISTAR® ELITE, OPTIVANTAGE®,
AND ANGIOMAT ILLUMENA®

2004
ACQUISITION OF MEDEX
A company specialized in the design, production
and distribution of medical devices.

These three injectors by Mallinckrodt
are marketed by Guerbet in France,
Belgium and Switzerland.

2006
GUERBET LAUNCHES SCANBAG® BY XENETIX®
An ecological softbag combinedwith an injector (Medex SBi®).

YEARS

2010-2019

2013

2017

REGISTRATION OF DOTAREM® IN
THE UNITED STATESVECTORIO® AND
CONTRAST&CARE®

The world’s top medical
imaging market.

Launches of Vectorio forInterventional Imaging andContrast&Care® for digital services.

2014
LAUNCH OF FLOWSENS®
New-generation injection
solution for X-ray imaging.

2015
ACQUISITION OF
MALLINCKRODT’S“CONTRAST MEDIA AND
DELIVERY SYSTEMS”
ACTIVITY
Guerbet takes on a new international
dimension and expands its productportfolio. The workforce increases from1,500 to more than 2,500 employees.

PARTNERSHIP WITH IBM WATSONHEALTH®

2018
ACQUISITION OF ACCURATE
MEDICAL THERAPEUTICS
It offers a range of
microcatheters forembolization procedureson tumors or aneurysms.
ACQUISITION OF A TECHNOLOGYDEVELOPED BY OCCLUGEL

Co-development of Augmented
Intelligence solutions to help diagnose
and treat liver cancer.

2019
AI Second co-development withIBM Watson Health (prostatecancer). Agreement with Icometrix
to distribute Icobrain(France, Italy, Brazil).
DIGITAL
Partnership with
InterSystems forContrast&Care.

It is deployed in several rangesof microspheres for use in vascularembolization of benign tumorsand vascular chemoembolizationof tumors.

2020
Mobilization of all our teams to ensure continuity of our business and our deliveries to our customers during the pandemic.
Approvals of Lipiodol in Europe for hysterosalpingography in women undergoing infertility testing.
Registration in the United States of new microcatheters to extend the Interventional Imaging range.
End of Phase III clinical trials of Gadopiclenol in Diagnostic Imaging.

Guerbet  Universal Registration Document 2020

5

KEY FIGURES(CONSOLIDATED DATA AT DECEMBER 31, 2020)

The Guerbet Group supports healthcare
professionals specializing in “Diagnostic”
and “Interventional” medical imaging.
Guerbet develops and markets contrast
RALEIGH

media, delivery systems, medical devices
and digital solutions adapted to the needsof healthcare professionals.

RIO DE JANEIRO

2020 €712.3m

REVENUEBY PRODUCT
RANGE
3.3%

Other

BY GEOGRAPHICREGION
45%

X-Ray

10.2%

Delivery
Systemsand Services
10.3%

Interventional
Imaging

6

Guerbet  Universal Registration Document 2020

31.1%

Magnetic
Resonance
Imaging

40.8%

Europe

59.2%

Other
markets

KEY FIGURESLANESTERDUBLINCINCINNATIMARANS
AULNAY-SOUS-BOIS
LANESTERDUBLINCINCINNATI

LYON

MARANS
AULNAY-SOUS-BOIS
LYON

3 active pharmaceutical ingredient (API)
3 active
manufacturing
sites pharmaceutical ingredient (API)manufacturing sites
3 contrast media fill-and-finish sites
3 contrast media fill-and-finish sites(vials, syringes,
bags)(vials,syringes, bags)
2 imaging solutionsites
2 imagingsolution sites

Head office

Head officeCountries with direct sales

Countries with direct sales

Countries
with indirect
Countries
with indirect
sales throughdistributors
sales throughdistributors

FINANCIALRESULTS€17.7m€1.41m€100.7m€41.3mNet
incomeEBITDANet income
per share€67.1mGross investments
restated for debts on
fixed assets

OperatingincomeGuerbet  Universal Registration Document 2020

7

OUR MISSION

Guerbet’s employees are committed toproviding healthcare professionals with thecontrast media, medical devices andinnovative solutions that are vital for
Diagnostic and Interventional Imaging to
improve patient prognosis and quality of life.
Driven by passion for their work,
every day they strive to combine
performance, quality and sustainable
development.

Thanks to the products provided by Guerbet group,
images are used to guide radiologists whenadministering treatments, give insight into thefunctioning of organs, speed up diagnoses, assess
the severity of an illness and enable early validationof the efficacy of treatments.
Guerbet recently launched a strategic initiative todevelop a new activity based on digitaltechnologies and artificial intelligence, with two
objectives:1﻿
Improve the productivity of radiologist
imaging centers,for example, with diagnostic assistance tools.

2
Obtain a tumor tissue characterization
through imaging,
to better guide treatments and to reduce the numberof biopsies.

8

Guerbet  Universal Registration Document 2020

OUR
AMBITION

1

THE GUERBETGroup

1.1 OUR BUSINESS MODEL
1.2 HISTORY OF THE COMPANY

1012

1.6 RESEARCH
AND DEVELOPMENT
1.6.2 Therapeutic areas

1.6.9 Clinical data protection

24
24
25
25
26
26
27
27

1.7 THE GROUP’SGOVERNANCE STRUCTURE
AT DECEMBER 31, 2020

28

1.6.3 Diagnostic Imaging

1.3 MAIN CONSOLIDATED DATA

12

1.3.1 Revenue12
1.3.2 Main consolidated data 

13

1.4 OVERVIEW OF ACTIVITIES

13

1.6.4 Interventional Imaging
1.6.5 Public/private partnerships
1.6.6 Research and Development costs
1.6.7 Research and Development portfolio
1.6.8 Intellectual property

13
1.4.2 Guerbet’s products
19
1.4.3 Markets20
1.4.4 Main competitors
21

23

1.6.1 Organization23

1.4.1 Medical imaging techniques

1.7.1 A global presence

1.5 INDUSTRIAL AND LOGISTICS
ACTIVITY22
1.5.1 An integrated network of plants
1.5.2 A regionalized logistics platform
1.5.3 Development based on investment

and continuous improvement

2830
1.7.3 Distribution30
1.7.2 Property owned 

22
22
22

Guerbet  Universal Registration Document 2020

9

1
1.1

The Guerbet GroupOur business model

OUR
BUSINESSMODEL
OUR
BUSINESSMODELOUR MISSION
Guerbet’s employees are committed to providing healthcare professionals with the contrast media, medical devices and innovative
solutions that are vital for Diagnostic and Interventional Imaging to improve patient prognosis and quality of life. Driven by passion
for their work, every day they strive to combine performance, quality and sustainable development.

OUR ACTIVITIES AND STRATEGYMENTELOP CTSEDEVSS IC PROJE
SIN ATEGU
B TR
S◆ Breakdown of capital:◆ X-Ray and MRI

D◆ Rapid, successful integration of Mallinckrodt’s

CMDS activities◆ Program of targeted acquisitions in

MS
YSTE

Interventional Imaging initiated in 2018

◆ 2,635 employees worldwide

N◆ Products marketed in more than 80 countries

TE

RV

ENT

Marketing◆ 8 production plants in Europe, North America

IONAL IMAG

and Latin America
AN OPERATIONAL EXCELLENCE PROGRAM

G

To accelerate and build thefuture of medical imaging withinternal and external growth
initiatives for Diagnostic andInterventional Imaging and in
Digital Technology.

I

A GLOBAL PRESENCEN

AMBITIONCOMPUTER S

A PROACTIVE, AMBITIOUS ACQUISITIONPOLICYOSTIC IMAGIOURDistribution
and Sales◆ Digital Solutions and Services

GNIN

Production
and solution
preparation

PU

RC
HA
SIN
G

of people and the quality of
products and services◆ Optimization of natural resourcesand expert control of wastewater
and waste treatment processes◆ Reduction of carbon emissions◆ HR policy for skills
development, internal mobility
and talent management

E
LL
TE RT
N
E
I
P
,
AL RO
P
LEG

Y

◆ Top priority given to the safety

Regulatory
Affairs

G◆ Medical Devices

IA

AND
IN

FIN
AN
CE

INNOVATIVE FLAGSHIP PRODUCTS

S
RISK
ND
RA
CS
E,
HS

Research, Innovation
and Development• 55.22% owned by the Guerbet family• 2.92% owned by employees◆ 11 Directors, including 2 representing
the employees

TERNAL AUDIT◆ 90+ years of expertise

HUMA
N RE
SOU
RC
ES

CO
NTR
OL

A STABLE, LONG-TERM SHAREOWNERSHIP STRUCTURE AND ROBUST
GOVERNANCE

CT
UA
L

OUR STRENGTHSPUBLIC AFFAIRS,COMMUNICATIONDIAGNOSTICIMAGING

INTERVENTIONALIMAGING

DIGITAL &AI

SIGNIFICANT RESOURCES
DEVOTED TO INNOVATION◆ 4 R&D centers◆ 10% of revenue◆ Acceleration of digitizationof products and services

KEY
ATTRIBUTES

Mature market with slow, lasting
growthHigh price sensitivity● Presence of generics

●

●

●

◆ Scientific partnerships with public and private

players worldwide for the development ofcontrast media and artificial intelligence
BUSINESS ETHICS◆ Global ethical charter for all employees,

Switch from a productoffering to a comprehensive
solution offering● Refine the portfolio● Actively control costs● Adapt our market introduction
strategy●

WHAT WE
WILL DO

concerning stakeholders and healthcare
professionals◆ Global anti-corruption program◆ Responsible purchasing approach

GENERATE

resources to invest
in growth areas

10

Guerbet  Universal Registration Document 2020

High added value of
products
High sensitivity
to “functionalities”● Rapid market development●

Open up new markets
Expand indications● Inorganic strategy● Dedicated sales
●
●

BOOST
growthDouble-digit growth
Guerbet differentiator● Added value for customers●●

Develop our IT skills andthe development, sales andmarketing of these products● Boost the commercial andoperational excellence ofservices●

CREATEan activity

The Guerbet GroupOur business model

OUR VALUESACHIEVE: achieve our objectives and ensure
the satisfaction of our partners.
COOPERATE: cooperate with others and venture beyond
our comfort zone for collective success.

CARE: respect everyone in Guerbet’s
ecosystem and environment.
INNOVATE: be a source of new thinking
to improve Guerbet’s performance.

1

GENERATING POSITIVE RESULTS FOR OUR STAKEHOLDERSGROWING GLOBAL DEMAND

POPULATIONAGINGGROWING DEMAND
FOR MEDICALIMAGING

INCREASEDHEALTHCARE
SPENDING IN
EMERGING MARKETSv

Every second,a patient undergoes
an imaging procedure
with a Guerbet
product

PATIENTS
Accurate diagnosis
Personalized treatment
Minimally invasive
procedures

DIAGNOSTIC IMAGING
86% OF REVENUE

MARKET
DEVELOPMENTS
Mature market
Single-digit growth

CUSTOMER FOCUS
Reduction of costs
Increased
productivity

MRI
World number 2

HEALTHCAREPROFESSIONALS

14.1%
EBITDA margin

Improved efficacy
Greater intervention
accuracy

EFFECTIVE R&D
More than 400
patents owned andpatents pending

X-Ray
World number 4

Innovative new devices addressing
identified medical needs

1,356 trademarks

Digital Services and Solutions
Artificial Intelligence

INTERVENTIONAL IMAGING
10% OF REVENUE

MARKET CHANGES
Double-digit growth-10.0%
Decrease in revenue
at constant exchange rates

CUSTOMER FOCUS
Improvement ofclinical results

Contrast media
Lipiodol® and Patent Blue V
Innovative medical devices
including microcatheters

20 industrial models
Continuous launchof new products,
extensions of ranges

IMPROVED
SAFETY RESULTS
Decrease in accident
frequency rate by 50%(vs. 2017 *)ENVIRONMENTALPERFORMANCEMONITORING
Decrease in relative GHG emissions
from energy consumption in theindustrial plants by 16% (vs. 2017 *)Increase in relative water consumption
by 6% (vs. 2017 *)SOCIETAL IMPACT
Promote outpatient treatment to limit
health system spending
Economic impact on the territories
where Guerbet operates (direct andindirect jobs)
An approach of promoting its socialand environmental values among its
key suppliers
Recognized CSR performance:
Number 1 healthcare company in
the Gaïa Index ranking, A- ratingfrom CDP, and A++ rating on the
CAHPP** green index
Group commitment
to local organizations
to promote the employment
and integration of young people* 2017 is the reference year of our 5-year HSE performance plan.
** Purchasing center.

Guerbet  Universal Registration Document 2020

11

1

The Guerbet Group
History of the Company

1.2

HISTORY OF THE COMPANY

Guerbet is a French healthcare company that has been supporting
healthcare professionals specialized in Diagnostic and Interventional
Medical Imaging since 1926. Guerbet develops and markets
contrast media, delivery systems, medical devices, and related
solutions adapted to their needs.
Guerbet is listed in Euronext Segment B, and a majority of its shares
are owned by the Guerbet family. The Company originated with
Marcel Guerbet’s discovery of the first iodinated organic contrast
medium in 1901.
The Company was founded in 1926 by André Guerbet. Since then,it has expanded significantly, thanks to the discovery of innovations
that have left their mark on medical imaging technologies andthe contrast media associated with them. Guerbet now sells a

1.3

MAIN CONSOLIDATED DATA

1.3.1

RevenueThanks to the products provided by Guerbet group, images areused to guide radiologists when administering treatments, giveinsight into the functioning of organs, speed up diagnoses, assess
the severity of an illness and enable early validation of the efficacyof treatments.
Guerbet recently developed a new activity based on digitaltechnologies and artificial intelligence with two objectives: first,
to improve the productivity of radiologists, e.g. with diagnostic
assistance tools, and second, to obtain a tumor tissue characterization
through imaging to better guide treatments or even eventuallyreplace a biopsy.

2020

2019

€ 712,295€ 816,906

Breakdown of revenue by geographic region

2020

2019

Europe40.8 %

42.3 %

Other markets

59.2 %

57.7 %Breakdown of revenue by product range

2020

2019

X-Ray

45.0 %

45.6 %

MRI

31.1 %

32.8 %

Delivery Systems and Services

10.2 %

9.8 %TOTAL DIAGNOSTIC IMAGING

86.4 %

88.2 %

INTERVENTIONAL IMAGING

10.3 %

9.2 %OTHER SOURCES OF INFORMATION

3.3 %

2.6 %

(in € thousands – IFRS)Revenue

12

comprehensive range of products suitable for X-Ray and magnetic
resonance imaging (MRI).

Guerbet  Universal Registration Document 2020

The Guerbet Group
Overview of activities

Main consolidated data

1.3.2

2020

2019

EBITDA (1)100,689

111,519

Operating result

41,346

51,744

Net income

17,71437,3281.41

2.97(in € thousands – IFRS)Net income per share (in €)Dividend per share (in €)

0.70

(2)

0.70

Cash flow

81,251

99,257

Shareholders’ equity

364,305

389,192

Net financial debt

256,588296,487

Gross investments restated for debts on fixed assets

67,10865,5362.5

2.7

Net financial debt/EBITDA

1(1) EBITDA refers to operating income, with the net allowance for amortization, depreciation and provisions added back in.
(2) Amount that will be proposed to the General Meeting of Shareholders for the 2020 fiscal year.

1.4

OVERVIEW OF ACTIVITIES

1.4.1

Medical imaging techniques

X-RAY

MRI

ULTRASOUND

NUCLEAR MEDICINE

An irradiating imaging
technique to examine theanatomy of the humanbody.

A non-irradiating imaging
technique to examine theanatomy and functioningof organs.

(Echography)
A non-irradiating first-line
technique to examine theanatomy and functioning oforgans.

(Scanning, PET – Positron
Emission Tomography.)
An irradiating imaging
technique to examine thefunctioning of organs.

Medical imaging is a medical specialty that aims to orientate
or confirm a diagnosis and/or guide treatment. It explores theinside of the human body using four techniques: X-Rays, magnetic
resonance imaging (MRI), ultrasound, and nuclear medicine.

X-Ray radiography, discovered in 1885, is its oldest form,
whose development was revolutionized by the invention of CT(computerized tomography) scanners. In Interventional Imaging,
image capture guides a medical or surgical procedure.

Guerbet  Universal Registration Document 2020

13

1

The Guerbet Group
Overview of activities

These methods and the associated products play a role at various
stages of patient diagnosis and treatment:●

Diagnostic support;A) Contrast media●

Assessing the severity of an illness;●

Intervention support;

Contrast media are drugs that are suited to the imaging techniques
used, due to their nature and method of action:●

Treatment and therapeutic monitoring support;●

Advancement of knowledge of research teams.

By encompassing all of the techniques used in medicine for the
diagnosis and treatment of a large number of illnesses, medical
imaging has revolutionized medicine and provided immediate
and reliable access to information essential to clinical diagnostics,
revealing new anatomical characteristics in terms of both themetabolism and the actual functioning of organs.
Medical imaging techniques no longer just provide a “snapshot” ofthe tissue or organ being examined. They give a visual representation
based on specific physical or chemical characteristics. These
explorations have been made possible by contrast media adapted
to imaging techniques and equipment that are pushing back theboundaries of knowledge concerning the human body.
Technological and IT developments at the start of the 21st century
have ushered in a new era for medical imaging.
Rapid scanning, high-definition images and the advent of big
data are factors that are further improving early detection andtherapeutic monitoring.
We are currently witnessing what looks like the start of a revolution
in radiologists’ practice thanks to the introduction of artificial
intelligence solutions. This revolution has been made possible by,among other things, advances in the field of deep learning. These
solutions should help radiologists by improving their productivity
and the quality of diagnoses. Examples of potential applications
include automatic segmentation or reset, patient prioritization
based on algorithm-assessed severity, preliminary reading withidentification and segmentation of lesions of interest, automatic
second reading, decision support to guide treatment, and tumor
tissue characterization to avoid biopsies. This revolution will notoccur overnight and will probably take ten years, but the significant
level of current investments and initial announcements of new
solutions at radiology conferences indicate that it is underway.

14

1.4.1.1 Diagnostic Imaging

Guerbet  Universal Registration Document 2020

●

●

●

●

The medium of choice for X-Ray Imaging is iodine, due to its
ability to absorb this radiation;
Gadolinium, the raw material used in magnetic resonance imaging(MRI), is chosen for its paramagnetic properties. The injection ofa gadolinium complex in response to a radiofrequency wave
in a magnetic field speeds up the paramagnetic relaxation of
the protons in water molecules, enhancing the contrast of thesignal observed through MRI;The contrast media used for ultrasound scans consist of
microbubbles of gas that interact with the ultrasound waves
and boost the ultrasound signal;
In nuclear medicine, the radioactive agent or tracer is theradiation source.

These products are used to reveal the invisible. They are usefulfor medical purposes, as they increase the contrast so that an
anatomical structure can be viewed separately from the surrounding
tissues. These agents play a crucial role in, for example, assessing
the functioning of an organ such as the kidney or tissue such as
the heart when measuring the myocardial perfusion of the heart.
The diagnostic efficacy sought by radiologists and clinicians istherefore very closely linked to the suitability of the information
received as a result of the contrast medium’s enhancing properties
and its development over time after injection. This translates into
high-quality static or dynamic images that provide data about
the anatomy and functioning of organs, the structure of arterial
and venous blood vessels, and perfusion parameters. Diagnostic
quality is now a key factor in clinicians’ decisions regarding
treatment and surgery.
These rapid advances also have a direct impact on patients’quality of life. Because they result in earlier diagnoses andimproved selection of treatment options suited to each patient’s
profile, these drugs now play a decisive role in the developmentof personalized medicine while meeting the economic imperativeof reducing healthcare costs to the community.

The Guerbet Group
Overview of activities

B) Our range of contrast media

C) Injectors and contrast media delivery systems

X-Ray

Injection devices are divided into two main categories: injectors,
which are permanent devices connected to a power sourcethat enable the completely safe programming, management
and monitoring of contrast media injections, and the associatedconsumables. These are mostly single-use sterile devices thatdeliver the contrast medium to the patient from receptacles in theform of vials, pre-filled syringes or pouches.

Guerbet’s X-Ray range includes:
●

●

●

●

Optiray® or Optiject®, a non-ionic LOCM (Low Osmolar
Contrast Medium). It is available in four concentrations: 240,
300, 320 and 350 mg of iodine/ml. It comes in vials andpre-filled syringes, a form of packaging that is especiallyappropriate for single-patient injections. The product is used in
CT examinations, and its profile is especially suited to arterial
investigations (CathLab).
Xenetix®, a non-ionic LOCM. It was released for sale in 1995.
Xenetix®, initially contained in vials, has also been available inpolypropylene bags since 2006 (ScanBag® by Xenetix®). This
innovative packaging preserves the properties of Xenetix® while
making it simpler to use, enhancing the safety of patients andmedical staff and representing a major step forward in waste
management. This packaging is one of Guerbet’s solutions tosustainable development challenges. Xenetix® is available inthree iodine concentrations: 250, 300, and 350 mg of iodine/ml. The 350 mg/ml concentration should preferably be used
for cardiovascular disorders, and the 300 mg/ml concentration
for the investigation of parenchymal conditions (e.g. diseasesof the liver or kidneys).
Telebrix®, which belongs to the HOCM (High Osmolar Contrast
Medium) class, gradually being replaced by LOCMs. This productis preferred in certain situations because of its drinkable format,
Telebrix® Gastro®, which is especially useful for investigating
digestive disorders, and particularly for colorectal cancer
screening through virtual colonoscopies.
Conray® and MD® (mainly MD Gastroview®), which belong
to the HOCM class. They are available for sale only in certain
countries.

MRI
Guerbet’s MRI range includes:
Dotarem®, a non-specific gadolinium-based contrast medium, is theEuropean market leader by volume. Thanks to its physicochemical
properties and its safety profile, it is the benchmark MRI agent.
Dotarem® is used to investigate many diseases, particularly conditions
affecting the central nervous system as well as abdominal, boneand joint, and vascular disorders.

1

Both injectors and the associated consumables are vital to thedaily work of radiology technicians and must be easy, intuitive,
quick and safe to handle. There are also considerable economic
challenges for imaging plates, and this is leading Guerbet toinnovate by offering competitive solutions.
Iodinated contrast media injectors are now essential devices.
Scanners have such high computing power that they can produce
images of the whole body in just a few seconds. These rapid
scanning sequences therefore require a highly accurate injection
rate that can only be provided by electromechanical devices
to synchronize signal acquisition with the arrival of the contrast
medium. The use of injectors also protects radiology techniciansfrom the ionizing radiation emitted during examinations using X-ray
imaging. Lastly, high injection rates are sensitive to the viscosityof injected solutions, which results in high injection pressures andtherefore mechanical power that only a machine can provide.
In MRI, the use of injectors is becoming widespread. Just as with
X-ray scanners, technological development is leading to faster
image acquisition and requires more complex and precise injection
protocols that only an injector can perform.
Consumables are used in combination with contrast media injectors.
These devices come in different forms: single-use or multiple-use,and devices dedicated to a specific injector or compatible witha series of injectors. Guerbet now offers a complete range ofconsumables for the injection of opacifiers permitting safer practices
and easier medical procedures. These sterile devices require
rigorous approval in an environment constrained by imaging
centers’ operating costs.

Artirem®, an MRI medium specifically used for bone and joint
examinations, was first launched in 2002 in France and is now
available in nine countries, mostly in Europe. This is the first
medium indicated for such conditions that can be injected directly
into the joints. It expands Guerbet’s MRI range and sets it apartfrom the competition.

Guerbet  Universal Registration Document 2020

15

1

The Guerbet Group
Overview of activities

D) Our range of delivery systems
Guerbet has a portfolio of syringe and softbag injectors. Delivery Systems and Services are a major growth driver.

MRI

X-Ray
Scans

Medical Devices

Trademarks

Injectors

OptiVantage®/OptiVantage® Multi-use
Dual-head CT scan injector√

Illumena Néo
CathLab injector (new Néo version)√

OptiOneSingle-head CT scan injector√

FlowSens
CT scan Injector compatible with ScanBag® by Xenetix®
and other receptacles√

Interventional
Imaging

®

√

®

®

OptiStar Elite
MRI injector√

Complete range of extension lines√√

Secufill®
Patient-side connector with secure double-check valve√√

Manyfill®
Filling system for syringe injectors(multi-patient use)

√

√

®

Consumables for all
types of injectors

OptiVantage® is a syringe injector dedicated to CT scan imaging
studies, available in a multi-use version.

Contrast&Care® is compatible with the main Guerbet injectors in
the CT, MRI and angiography ranges.

FlowSens® consists of a dual softbag injector for scanner (CT)examinations, consumables, and a full range of associated services.
The FlowSens® solution is the only solution on the market to combine
a syringe-free hydraulic injection technique with procedure safetyat every stage of the injection process. FlowSens® is compatible
with ScanBag® and all the X-Ray contrast media available on
the market.

Contrast&Care® was first presented at the RSNA (RadiologicalSociety of North America) in 2017. In 2018, a second version
was presented at the RSNA and complies with the US HIPAA(Health Insurance Portability and Accountability Act) and includes
advances in cybersecurity. In 2019, a strategic partnership with
InterSystems (one of the world leaders in information technology,
particularly for healthcare) was established to develop a newversion. The InterSystems technology will ensure interoperability
and enable optimal integration of the Contrast&Care solution® withhospital information systems. Guerbet presented the new versionof its solution, Contrast&Care®+, at the RSNA 2020. This version
is more efficient thanks to the addition of injection protocol librarymanagement and the possibility of sending an injection protocol
directly to a compatible injector.

OptiStar® is a dedicated syringe injector for MRI.

E) Digital and AI solutionsI) Digital solutions related to injection
Guerbet has developed Contrast&Care®, a computerized solution
for contrast medium injection management.
Contrast&Care® is an integrated computing solution that stores
all injected examination information (contrast medium, injection
protocol, patient data, etc.) and which interfaces with information
systems used in radiology such as RIS (Radiology Information
System), PACS (Picture Archiving and Communication System),and EMR (Electronic Medical Records).
This solution improves efficiency and traceability while simplifying
the decision-making process in imaging centers.

16√

Guerbet  Universal Registration Document 2020

Dose&Care® is a diagnostic imaging operational solution formonitoring patient exposure to ionizing radiation. It collects
data from a variety of methods (CT, X-ray tables, fluoroscopy,
mammography, etc.), creates a history of examinations for eachpatient, and helps imaging centers implement good practice
policies and meet regulatory requirements. Dose&Care® collects
data in a centralized library and presents the X-ray dosage history
for each patient, with options to display information graphicallyand digitally, and as an effective dose. Dose&Care interfaces
with information systems used in radiology such as RIS (Radiology

The Guerbet Group
Overview of activities

Information System), PACS (Picture Archiving and Communication
System) and HIS (Hospital Information System) using DICOM andHL7 communication standards.

II) Augmented Intelligence
Augmented Intelligence refers to diagnostic support solutions or, moregenerally, therapeutic support solutions, which can be provided
by software using artificial intelligence technologies. This is anarea where strong growth is expected in radiology for several
reasons: firstly, the need is enormous given the lack of radiologists
worldwide to cope with population aging and the developmentof chronic diseases; secondly, machine learning technologies,
in particular those using deep learning networks, have made
spectacular progress in recent years and allow high-performancetools to be developed relatively quickly. Lastly, there is a strong
promise of improved health thanks to these solutions, which should
reduce variability in image interpretation, increase radiologist
productivity, and ultimately identify new predictive biomarkers
of disease progression (cancers in particular) and thus reduce
the number of biopsies required thanks to tissue characterization
through imaging.
An initiative to explore new opportunities related to Augmented
Intelligence was implemented at Guerbet with the recruitmentof a Chief Digital Officer in September 2017. In June 2018,a significant first milestone was achieved with the signing of astrategic partnership with IBM Watson Health to co-develop
innovative clinical decision support solutions. The first, Watson
Imaging Care Advisor for Liver, is designed to be a diagnostic
aid that will use artificial intelligence to automate the detection,
characterization, monitoring, surveillance, and prediction of thetherapeutic response of primary and secondary liver cancer.
The partnership with IBM Watson Health was supplemented bya second co-development project in September 2019 with the
Watson Imaging Care Advisor for Prostate project. Its purpose
is to help diagnose prostate cancers through MRI imaging. This
procedure is expanding rapidly worldwide because it allows
much more precisely targeted and appropriate biopsies to be
performed. However, reading prostate MRI images is complex
and therefore requires highly specialized radiologists, who are
not available in sufficient numbers, which creates a significant
need for AI solutions to provide diagnostic support.
This strategic partnership also allows commercial cooperation
between Guerbet and IBM Watson Health to be considered. For
example, since July 2019 Guerbet has marketed the Patient Synopsis
solution, developed by IBM Watson Health in the United States.
Patient Synopsis is an artificial intelligence (AI) tool that extracts
relevant patient information, summarized in personalized, specificand concise reports to better inform diagnostic decisions.

Guerbet has also established a strategic partnership with Icometrix,
a leading start-up in the field of artificial intelligence to help
diagnose brain imaging. Guerbet has become the exclusive
distributor of Icometrix products in France, Italy, and Brazil. The
four products certified in these countries are used for dementia,
multiple sclerosis, head trauma and epilepsy.

1.4.1.2 Interventional Imaging

1

Interventional Imaging covers any invasive medical procedure
whose purpose is to diagnose and/or treat a disease. The process
is guided and controlled by an imaging method (X-ray, ultrasoundor MRI), where the contrast medium is used to guide the handof the interventional radiologist and trace the active substancesused during the procedure as close as possible to the lesion to
be treated. It is used in innovative ways for many indications.
Interventional Imaging therefore allows diagnosis and treatment
to be combined in a single procedure thanks to radiological
techniques. These minimally invasive procedures, often consideredan alternative to surgery, shorten hospitalization times and limit
post-procedure complications. The best-known of these therapies arevascular dilation, embolization and tumor ablations using physicalor chemical agents (such as thermal or radiofrequency agents orin situ chemoembolization or radioembolization respectively).

A) Our Interventional Imaging Solutions
Lipiodol® (ethyl esters of iodinated fatty acids of poppy seed oil) was
initially developed for Diagnostic Imaging, including the diagnosisof liver lesions, lymphography and hysterosalpingography. It is
now also used in Interventional Imaging for classic transarterial
chemoembolization (cTACE) in the treatment of hepatocellular
carcinoma (HCC), where Lipiodol® is used as a visualizer (contrast
medium), drug carrier (medium for the antineoplastic agent) andembolic agent. cTACE was then established under guidelines
by numerous scientific societies as the standard of care for thetreatment of patients suffering from intermediate-stage HCC in
Europe, Japan, China and the United States.
Guerbet recently initiated a global registration process. The
indications of Lipiodol® in the treatment of HCC are as follows:●●

In September 2013, the Japanese Ministry of Health, Laborand Welfare approved a new indication for Lipiodol® in thetransarterial chemoembolization of HCC in combination withdrugs and medical devices.
In April 2014, Lipiodol® obtained approval from the FDA(Food and Drug Administration) in the United States for selective
hepatic intra-arterial use to visualize tumors in adults sufferingfrom known HCC.

Guerbet  Universal Registration Document 2020

17

1
●

●

The Guerbet Group
Overview of activities

In August 2014, the French national agency for medicine andhealth product safety (ANSM) approved the indication for“Visualization, location and vectorization during transarterial
chemoembolization of intermediate-stage hepatocellular carcinoma
in adults”, as well as embolizations of vascular anomalies withsurgical adhesives.

This indication, which has already been authorized in several
countries, including France, Germany, Switzerland, Belgium, theNetherlands, Israel, Peru, Thailand, Brazil, Mexico, Canada,Hong Kong, Cambodia, the Philippines, Slovakia and Hungary,is important as it can answer the question of whether or not to
perform aggressive surgery in the form of lymph node dissection.

In addition to those already obtained in many countries since2016, new extensions of indications were obtained. In 2020,
registration for the treatment of HCC was in effect in 39 countries.

SeQure® and DraKon™ are two microcatheters for peripheral
embolization procedures. They provide interventional radiologists
with improved navigational capabilities to access complex
anatomies and more remote areas. While both are designed to
optimize navigation performance, SeQure® differs from DraKon™
in the presence of lateral perforations. These perforations willallow reflux to be controlled using flow dynamics to form a fluid
barrier to deliver more treatment into the target vessel and reduce
the risk of non-target embolization.

To date, Lipiodol® is indicated for lymphography in 49 countries,
cTACE and liver cancer imaging in 39 countries, and selective
vascular embolization in combination with surgical adhesives in
18 countries. Lipiodol® is also indicated for hysterosalpingography
in 17 countries, including four with an indication in women
undergoing an infertility assessment. Guerbet expects an extension
and approval of the indication in women undergoing an infertility
assessment in many countries in Europe, Asia-Pacific, and Latin
America.
In endocrinology, Lipiodol®, now called Oriodol®, is used worldwide
in softgel capsule format for the prevention and treatment of iodine
deficiency in adults and children. This is why iodinated oil is
included in the World Health Organization’s list of essential drugs.
Vectorio®, a cTACE Mixing & Injection System, specificallydeveloped for Lipiodol® as part of cTACE, obtained the CE
marking in September 2017 and approvals in 36 countries
around the world.
Patent Blue V is an injectable medium containing a dye. It is used for
imaging of the lymphatic system, and particularly for intraoperative
sentinel lymph node mapping in breast cancer surgery.

18

Guerbet  Universal Registration Document 2020

SeQure® and DraKon™ were added to the Guerbet portfolio
following the acquisition of Accurate Medical Therapeutics inJanuary 2018. These two microcatheters received 510k approval(US FDA) and were launched in the US market in 2018. The CE
marking was obtained in April 2019 for the injection of intra-arterial
treatments and embolizing agents in peripheral vascularization.
Today, the products are available in several European countries andthe United States and are registered in 15 other countries (Australia,
Hong Kong, New Zealand, Singapore, Thailand, Vietnam, Korea,
Argentina, Brazil, Colombia, Costa Rica, Guatemala, Peru, Canada
and Israel). With requests for authorization submitted in several
other countries, this list will be extended over the next two years.

The Guerbet Group
Overview of activities

1.4.2

Guerbet’s products

The range of products sold by Guerbet covers Diagnostic Imaging (X-Rays, MRI) and Interventional Imaging techniques.
The main Group products are:1
DIAGNOSTIC IMAGINGDIAGNOSTICIMAGING

Optiray®

TECHNICALSERVICES

MRI

X-RAYS

Illumena
Neo®

Dotarem®

DIGITAL &AI

OptiStar
Elite®

Xenetix®

INTERVENTIONAL

Consumables

OptiVantage®

Artirem®

INTERVENTIONAL IMAGING

Lipiodol®
Ultra-Fluid

SeQure® andDrakonTM

PatentBlue V

Vectorio®

Microcatheters

Guerbet  Universal Registration Document 2020

19

1

The Guerbet Group
Overview of activities

1.4.3

Markets

1.4.3.1 Interventional Imaging market

Trends in these markets

The Diagnostic Imaging market is divided between contrast media
for X-ray imaging, MRI, and injection solutions:

In 2020, the COVID pandemic had a dramatic, immediate
impact on these markets:

X-Ray imaging contrast media
Guerbet is number 4 worldwide in X-ray imaging contrast media
with an estimated value of €2.5 billion in 2020(1).
This market estimate is based on an estimated global decline involumes of between -8% and -10% compared with 2019 in X-Rays(average annual growth rate), with the rate of decline varying
from one continent or region to another(2).

MRI contrast media
Guerbet is number 2 worldwide in MRI contrast media with anestimated value of €0.9 billion in 2020.
This market estimate is based on an estimated global decline involumes of between -8% and -10% compared with 2019 in MRI(average annual growth rate), with the rate of decline varying
from one continent or region to another(2).

Market shares for injectors and medical injection
devices
Guerbet is number 3 worldwide in the market for injectors andmedical devices for diagnostic imaging injection.
The market’s estimated value was €1.2 billion in 2020 (1), driven
both by:a. growth in the number of examinations involving injections;b. growth in the number of CT and MRI equipment installations.

(1) Estimated market value +/- 5%.
(2) Source: financial reports and specific market studies.

20

Guerbet  Universal Registration Document 2020

a. CT/MRI scan equipment installation delays, resulting in adecrease in injector installations in 2020;b. a decrease in the number of procedures, and therefore injections,in 2020 due to the cancellation of examinations, temporary
closure of imaging centers, and reduced productivity due tohealth measures;c. lower prices for consumable medical devices and contrast
media due to the growth of generics.
The pandemic will have long-term effects, but the market remains
optimistic about a recovery in equipment installations and in thenumber of examinations, with even more investment in health insome countries.
In addition, the services market is burgeoning due to the development
of digital technologies.

1.4.3.2 Interventional Imaging market
The transarterial embolization market is estiimated at €0.9 billion,
and Guerbet is number 7 worldwide in this segment.
It includes procedures such as the treatment of malignant or
benign tumors by embolization (liver, uterine fibroma, etc.) and thetreatment of vascular malformations or aneurysms using a portfolioof media including embolization particles, liquid embolic agents,and microcatheters.
This market is experiencing robust growth of 3% to 9% in value
depending on the region (internal data), particularly due to theincreasing incidence of liver cancer.

The Guerbet Group
Overview of activities

1.4.4

Main competitors
Its main competitors differ according to the activities – Diagnostic
or Interventional Imaging – some of which are not present in these
two markets.

Guerbet’s portfolio consists of:●

MRI and X-Ray contrast media for Diagnostic Imaging;●

Delivery Systems and Services;●Media for Interventional Imaging.

Diagnostic Imaging

Delivery Systems andServices

Interventional
ImagingCompany

MRI

X-Ray

Guerbet

√

√

√

√

Bayer HealthCare√√√
Medrad√GE HealthCare√√

Bracco

√

√

1

√
√
Acist
SwissMedical Caree-z-emNemoto√Medtron√Ulrich Medical√√

MeritMedical√

SirtexMedical√

Terumo√Boston Scientific/BTG√

Medtronic√

Siemens Healthineers/Varian√

The leading companies selling X-Ray and MRI contrast media worldwide are Guerbet, Bayer HealthCare, General Electric Healthcare,and Bracco, which offer the following main products:
Company

Nationality

MRI

X-Ray

GuerbetFranceDotarem®
(Magnescope® in Japan)
Artirem®

Optiray®
Optiject® Xenetix®
Telebrix®
Conray®
Gastroview®

Germany

Gadovist® (Gadavist® in
the US)
Magnevist®
Primovist®
Generic of Dotarem®

Ultravist®
Radioselectan®

United States

Omniscan™
Generic of Dotarem®

Visipaque®
Omnipaque®

Italy

Multihance®
Prohance®

Iomeron®
Iopamiron®

Bayer HealthCare

GE HealthCare
BraccoGeneric versions of Dotarem® have also been registered in several European countries by GE HealthCare, Sanochemia, and Bayer
HealthCare and its subsidiaries, T2Pharma and b.e. imaging, and in South Korea by DongKook Pharmaceutical and China by Jiangsu
Hengrui Medicine.

Guerbet  Universal Registration Document 2020

21

1

The Guerbet Group
Industrial and logistics activity

1.5

INDUSTRIAL AND LOGISTICS ACTIVITY

This activity is under the responsibility of the Technical Operations
Division, which manages the entire supply chain, from raw materials
to delivery to end customers, so as to optimize turnaround times
and costs while guaranteeing the highest quality from one endof the chain to the other.

1.5.1

An integrated network of plants

Guerbet develops, industrializes and manufactures most of its
products in its integrated network of specialized plants.
The active ingredients used as raw materials in contrast media aremainly produced in Europe (France and Ireland) in the Group’s
three specialized chemical plants:●●

Lanester and Dublin, which are plants specialized in the productionof active ingredients for the X-Ray activity with a common goalof reducing manufacturing costs through a policy of continuous
improvement of industrial performance and synthesis processes;
The Marans plant produces the active ingredients of Dotarem®
and Lipiodol®. This plant’s strategy was refocused in 2015
to concentrate on these two strategic active substances while
phasing out the custom production of active substances forother producers in the sector. This refocusing has improved the
security of supply for Dotarem® while significantly increasing
the available capacities.

Active ingredient formulation, solution preparation and filling
activities take place at the Group’s three pharmaceutical plants,
located on three continents, with the support of outside partners
for some targeted production requirements:
●

1.5.3

the Raleigh plant in North Carolina (USA), which was previously
primarily an X-Ray media filling site for the North and SouthAmerican markets, but where Dotarem® has been produced invial and pre-filled syringe formats since 2020.

Filling of Lipiodol® for all markets served, as well as a limited
number of X-Ray media for occasional markets, are entrusted to a
network of specialized external partners in Europe but also in Asia.
Injectors and the associated medical devices are produced
mainly at the Guerbet plant in Cincinnati (in the United States), thebirthplace of the Liebel-Flarsheim brand, and the Guerbet plant in
Lyon (France). These plants perform design and assembly, while
the production of components and consumables is subcontracted
to specialized partners.
Lastly, manufacture of the microcatheters recently included in the
Guerbet product range is entrusted to a partner outside the UnitedStates for all markets served.

transport and storage. These synergies were made possible byrevamping our distribution and transport network in all regions.

Development based on investment and continuous improvement

Guerbet is continuing with its program of industrial investments
and expansion of its network in order to ensure:22●

the Rio de Janeiro plant (in Brazil), specialized in X-Ray media
and Dotarem® and serving Latin American markets;

A regionalized logistics platform

The acquisition of CMDS, doubling the volumes to be transported
to customers, also enabled Guerbet, as of 2017, to reach asufficient global critical mass to capture significant synergies in●●

the Aulnay-sous-Bois plant (in France), Guerbet’s long-standing
filling plant for X-Ray media and Dotarem®, which mainly serves
the European and Asian markets;

1.5.2

●

In all its decisions, Guerbet pays particular attention to fulfilling its
CSR commitments. They are set out in Chapter 5.

the safety and compliance of operations by harmonizing the
production and quality management systems;
a high-quality service and reliable supplies by increasing capacity,and by improving plant reliability and supply chain planning;

Guerbet  Universal Registration Document 2020●

the competitiveness of our industrial platform, and especially
its environmental performance, by modernizing plants andimproving production processes.

This investment program was reinforced by a global Operational
Excellence program aimed at rolling out best practices from theGroup or external benchmarks in all the plants and strengthening
the Group’s continuous improvement culture.

The Guerbet Group
Research and Development

1.6

RESEARCH AND DEVELOPMENT

Guerbet’s research ambition is to offer radiology professionals andpatients safe and innovative solutions, both drugs and medical
devices (including “software” solutions), that meet their needs.

1.6.1

Guerbet’s work is focused on two medical imaging segments:
Diagnostic Imaging and Interventional Imaging.

Organization

The Research & Innovation team involved in the Diagnostic
Imaging and Interventional Imaging activities comprises experts
in various scientific fields. These experts are organized in clusters
to investigate and then validate areas of research:

1
This head-office organization is backed up by a Quality Assurance
Department and regional structures in Europe, North America,
Latin America and the Asia-Pacific region to allow faster response
times in order to meet the local demands of patients, radiologists
or the authorities.

●

Chemical research;●Physicochemical formulation;●

Mass spectrometry – bioanalysis;●

Biology and pharmacology laboratory;●

Identification and analysis of a medical need;●

Experimental imaging;●

Defining the product(s) meeting the need;●●

Optimization of products and manufacturing and formulation
processes at the interface between Research and Development;
Specialized engineering in the development of medical devices(plastics, mechanics, electronics, software, and health IT);The discovery of a new product, whether in Diagnostic Imaging
or Interventional Imaging, follows a precise procedure:●●Developing and validating the product’s manufacturing processes;●

Validating the concept in preclinical experimentation;
Validating the technical solution with the end user;●

Patent portfolio;●●

Public and/or private partnerships.

●

The Development and Medical and Regulatory Affairs team isorganized in three main sections:
●

●

●

●

Clinical development: all the activities involved in conducting
clinical studies for Medical Devices and drugs, from phase I tophase IV, from designing the protocol to writing the final research
report, including publication of the results by scientific journals;

Medical affairs: all activities aimed at developing scientificpartnerships to optimize patient care through the organizationof symposiums, expert committees, and scientific exchanges
with health professionals.

Developing the product in pre-clinical and clinical experimentationaccording to the regulatory guidelines.

New contrast media or new chemical entities (NCEs) aredeveloped in several successive phases in the same way as fortherapeutic drugs:●

Regulatory affairs: all the activities involved in managing theportfolio of product registrations, including medical devices,for every country;
Drug and medical device safety monitoring: all the activities
involved in collecting side effects and/or post-marketing data
and writing periodic summary reports (or PMS for Medical
Devices) on risk/benefit analysis, to be submitted (for drugs) tothe regulatory authorities;

Developing and validating a prototype (formulation andcharacterization);●●

Phase I to study the clinical and biological tolerance in healthy
volunteers and the pharmacokinetics (how the product is
distributed, metabolized and eliminated within the organism)of increasing doses of the product, and thereby determine themaximum tolerated dose;
Phase II to study, in patients, the diagnostic efficacy of different
doses of the product, usually compared with a baseline productalready approved or a baseline technique;
Phase III to confirm, for a large cohort of patients, the diagnostic
effectiveness and tolerance profile of the product comparedwith a leading product or technique.

The main objective of Life Cycle Management (LCM) activities is to
manage the life cycle of products that are already on sale. TypicalLCM activities include obtaining approval for new indications,the development of new formulations or presentations, securing
registrations in new geographic regions, and the clinical studies
that take place in the final phase (phase IV).

Guerbet  Universal Registration Document 2020

23

1

The Guerbet Group
Research and Development

1.6.2

Therapeutic areas

The two radiology activities, Diagnostic Imaging and Interventional
Imaging, are researched in the three main therapeutic areas of
oncology, cardiology and neurology.
In oncology, the incidence of the most common forms of cancer(lung, breast, prostate, colorectal and liver) is constantly growing.
For example, injections with contrast media are used in more than
14 million examinations each year in the five largest European
countries. This increase is due to a combination of longer life
expectancy and known risk factors, such as smoking, unhealthyeating, stress, environmental risks, etc. This is resulting in agreater number of diagnostic examinations at increasingly earlystages aimed at improving patient care and quality of life andthe monitoring of patient treatment. The trend in the treatment ofbreast cancer is a perfect example of the role played by the various
types of medical imaging, as MRI plays a vital role in screening
for and/or monitoring the disease. European data indicate that
more than 40 million women aged over 50 should benefit fromsystematic radiographic screening. This procedure speeds up
earlier diagnosis, radically changing the treatment strategy andallowing disease-free remission from the condition. Furthermore,sentinel lymph node mapping can be used in this same disease
to limit surgical intervention to what is strictly necessary.
For some types of cancer, such as hepatocellular carcinoma(HCC), Interventional Imaging is of great benefit as it enables
the precise imaging and mapping of hepatic lesions and eventhe administering of anti-cancer drugs within these tumor lesions
through transarterial chemoembolization, usually as an outpatient
procedure.
In cardiology, the assessment of cardiovascular diseases throughimaging by injecting contrast media is vital for investigating theconsequences of serious diseases for patients who are symptomatic
and/or present associated risk factors (such as obesity, diabetes,
high cholesterol, stress, high blood pressure and smoking).

1.6.3

Effective diagnosis allows patients to be categorized according
to their risk profile and the presence or absence of clinical signs
to determine the most appropriate treatment options: preventive
monitoring, choice of one drug alone or several drugs incombination, or a strategy of major or interventional surgery.
In this specialty, for example, Interventional Imaging provides aview of the narrowed part of blood vessels that needs medical
attention, guides endovascular procedures and provides animmediate check on the effectiveness of the resulting dilation.
This type of treatment, which is less invasive for the patient andless costly for the community in terms of hospitalization time andpatient monitoring, has replaced surgery in many cases.
In neurology, MRI has proven its worth through central nervous
system (CNS) imaging, by making it possible, for the first time,
to diagnose lesions that cannot be seen using an X-Ray scanner.
Injections of contrast media during CNS imaging allow theinvestigation of tumor diseases (primary brain tumors or brain
metastases linked to a primary cancer), inflammatory diseases(such as multiple sclerosis), degenerative conditions (such as
Alzheimer’s disease), vascular disorders (such as strokes), andinfectious diseases (such as brain abscesses).
For most of these chronic disorders, the drugs available to stop theirdevelopment are still inadequate. They are therefore a major publichealth issue due to population aging, longer life expectancy andthe high cost of caring for these dependent patients. Interventional
Imaging can also be used to successfully treat a large number of
cerebral arteriovenous malformations without surgery.

Diagnostic Imaging

In the MRI segment, the aim of recent research on Dotarem®
has been to confirm its diagnostic effectiveness compared withother products, to confirm its safety profile, and to document its
pharmacokinetic profile for children under the age of 2 (at the
FDA’s request). An application to extend the indication for children
under the age of 2 was approved in August 2017 by the FDA. At
the same time, in response to requests from the US, Japanese andEuropean authorities, Guerbet has provided all of the available
preclinical and clinical data on Dotarem® regarding the potential
risk of brain deposits with repeated use of gadolinium. Deposits
have been reported with linear gadolinium chelates, but far less soor not at all with macrocyclic gadolinium chelates like Dotarem®.
After the EMA began interim proceedings (Article 31) that led to a24More than seven million examinations are carried out worldwide
to analyze the condition of blood vessels (detecting significant
narrowing of vessels due to arterial plaque) and the impact on
the blood flow rate needed to adequately supply essential tissues
such as the heart (risk of a heart attack) or the brain (risk of stroke).

Guerbet  Universal Registration Document 2020

reassessment of the risk/benefit analysis for all gadolinium chelates,
the European Commission confirmed in November 2017 the EMA’s
decision to suspend non-specific linear gadolinium chelates, torestrict MultiHance® and Primovist® to liver imaging only, and tomaintain gadolinium macrocycle chelates in all their indications.
Also in November 2017, the authorities in Japan decided tomaintain first-line gadolinium macrocycle chelates and to restrict
the use of second-line linear products. In December 2017, the
FDA officially recognized that linear gadolinium chelates cause
greater gadolinium deposits than macrocycles and requestedchanges to the legal notices for all products. Guerbet LLC,
like other laboratories marketing this type of product, therefore
received a request from the FDA to carry out preclinical studies

The Guerbet Group
Research and Development

and a clinical study for Dotarem®, marketed in the United States(approval obtained in 2013). These studies examine the potential
long-term neurobehavioral effects of gadolinium chelates and invivo gadolinium deposition. Preclinical and clinical programs areunderway, and progress is reported regularly to the FDA. Somestudies are being conducted in a consortium with other laboratories
marketing gadolinium chelates in the United States.
Guerbet is continuing to develop NCE Gadopiclenol, a gadolinium
chelate-based molecule for use in MRI. As preclinical studies haveshown, this particularly effective product is suitable for the highmagnetic fields (1.5 T and 3 T) used in routine clinical practice.
Phases I and II have been completed. Phase III studies began
in 2019 in Europe, North and Latin America, and Asia. The
enrollment of patients in phase III studies is now complete and1.6.4

With regard to Delivery Systems and Services, the Research andDevelopment engineers are currently focusing on three strategicareas:●●●

Connecting injectors to imaging equipment;

1

Developing solutions for the tracing of injected doses(Contrast&Care®);Ensuring the safety of medical procedures through innovative
injection devices, whether single-use or designed for safer
multi-use practices.

Interventional Imaging

In early 2018, Guerbet acquired Accurate Medical Therapeutics(“Accurate”).
Accurate has developed a range of microcatheters for embolization
procedures on tumors or vascular aneurysms based on a newtechnology that makes it possible to administer more embolization
microparticles to the targeted treatment area while preventing
them from refluxing upstream to arteries irrigating healthy tissues(non-targeted areas are unaffected).
This range consists of two series of SeQure® and DraKon™
microcatheters in the United States and Europe as well as inmany other countries in Latin America and the Asia-Pacific region.
An expansion of the range of these SeQure® and DraKon™
microcatheters covering new references in 1.7Fr, 1.9Fr, and
3.0Fr was approved in October 2020 in the United States.
Further expansions of the range are under examination. At thesame time, scientific collaborations are being established with theexpert centers in HCC chemoembolization, arterial embolizationof prostatic adenoma in men, and uterine fibroma in women.

1.6.5

was only slightly impacted by the COVID-19 health crisis. To
complete the registration application, clinical studies in specificpopulations and/or populations at risk, such as renal failure
patients and children, were also conducted.

During 2018, Guerbet acquired a technology developed by
Occlugel, a company specialized in the R&D of microspheres usedin embolization. This technology is available in several ranges of
microspheres for use in vascular embolization of benign tumors
such as uterine fibroma or prostate adenoma and in vascularchemoembolization of malignant tumors such as certain liver, lung or
kidney cancers. The technology will supplement Guerbet’s existing
Interventional Imaging solutions and will especially offer significant
synergies with Accurate’s range of anti-reflux microcatheters.
Numerous scientific collaborations have been established inEurope, the Asia-Pacific region and the Americas, with renowned
teams to conduct studies on the efficacy and safety of Lipiodol
Ultra-Fluid® in various uses in interventional radiology.
Lastly, Guerbet is continuing the international deployment of
Vectorio®, the only medical device dedicated to conventionaltransarterial chemoembolization (cTACE). This device can beused to produce a homogeneous mixture of Lipiodol Ultra-Fluid®
and anticancer agents in complete safety.

Public/private partnerships

To meet its Research and Development targets, Guerbet is building
a strategy of partnership and collaboration agreements. Thanks tothis outward-looking approach, it is able to benefit from international
scientific expertise. Medical imaging is a multi-disciplinary fieldrequiring expertise in chemistry, physics, computing, image
processing, electronics, biology and medicine.
Several collaborative research programs are being conducted.
One of the most important projects, Iseult, financed by Bpifrance– Banque publique d'investissement, was completed in 2020.
The expected benefit of these new technologies is improved
sensitivity in the detection of small brain lesions that cannot be
detected using standard techniques, as analyzed in the context
of the development of Gadopiclenol.

Some collaborative research partnerships involve two types offinancial clauses:●●

Repayment of advances if product sales are successful;
Payment of a share of the profits based on the revenue and/or operating profit generated by the products resulting fromthese projects.

Investments continue to be made in the BioMedTech FPCI fund,initiated in 2017. This fund is managed by Truffle Capital, aspecialist investor in start-ups developing breakthrough technologies
and products in the life sciences sector. This investment is part of
the Group’s innovation strategy and also illustrates its diversification
strategy to seek growth beyond contrast media, by linking up withhigh-potential French MedTech or BioTech start-ups, in the field ofinterventional medicine.

Guerbet  Universal Registration Document 2020

25

1

The Guerbet Group
Research and Development

1.6.6

Research and Development costs

The table below presents the Research and Development costs incurred by Guerbet group over the last two years.
2020*

2019*

Research and Development costs (in € thousands)

71,42072,545

Research and Development costs (as % of revenue)

10%

8.9%

*

Including the research tax credit (CIR).

Medical and registration of a new range of microcatheters in
the United States;

Guerbet is stepping up its investments:●●

in Diagnostic Imaging with the finalization of two phase III
clinical studies related to Gadopiclenol in MRI;●in Interventional Imaging with increased research related tothe microcatheter range following the acquisition of Accurate

1.6.7

in the digital sector, by developing imaging solutions coupledwith Artificial Intelligence, in particular as part of a partnershipwith IBM.

Research and Development portfolio

A

DIAGNOSTICIMAGINGCONTRAST
MEDIA

DELIVERYSYSTEMSDIGITAL
SOLUTIONSAND
AUGMENTEDINTELLIGENCEEARLY
DEVELOPMENTLATE
DEVELOPMENT

Confidential

Gadopiclenol

Confidential

Optistar
Elite® upgrades

Future versions of Liver
Advisor and Prostate
AdvisorAI solutions in partnershipwith IBM Watson Health

B

OptiVantage® Multi-use
EuropeIllumena® Neo
Asia

OptiOne® CT
Asia
Dose&Care®
Contrast&Care®
Patient Synopsis®

Contrast&Care cloud

Icobrain®

®

Newregistrations

Confidential

Guerbet  Universal Registration Document 2020

OptiVantage® Multi-Use
ASEAN market

AI solution in partnershipwith IBM Watson HealthNew
Accurate
microcatheters

26

LAUNCH OF A NEW
MEDEX PRODUCTFIRST TWO YEARSLiver Advisor V1 and
Prostate Advisor V1

Patent Blue V
INTERVENTIONALIMAGINGREGISTRATION

SeQure® and DraKon™
China
Lipiodol®
HSG indication: APAC
wave 1, EMEA, LATAM
wave 2Vectorio®
APAC wave 2

SeQure® and DraKon™
Superselective Ultraflow 3F

Lipiodol®
c-TACE: Asia, LATAM
HSG: EMEA wave 1
Vectorio®
EMEA wave 2,
LATAM & APAC wave 1

The Guerbet Group
Research and Development

1.6.8

Intellectual property

Intellectual property is vital, as it compensates for part of the timeand cost involved in innovation, while allowing companies toreap the benefits of researchers’ work. The patent has a term oftwenty years from the date on which the application is submitted.
In practice, product development times, especially for drugs, aresuch that the exclusivity period is often considerably reduced. The
expiration of a patent may lead to the emergence of very strong
competition due to the arrival of generic products.
In some cases, and where the patent relates to the active ingredientof a drug, it may be extended for up to an additional five years
through an additional protection certificate, known as a “Patent
Term Extension” in the United States or a “Supplementary Protection
Certificate” in other countries.

1.6.9

1

The Guerbet group and its subsidiaries have 427 patents andpatents pending (mainly in the names of Liebel-Flarsheim Company
LLC, Guerbet, Accurate Medical Therapeutics and Medex), 1,356
trademarks registered or pending registration, and 20 industrial
models. The portfolio of patents, trademarks, and industrial
models contributes to the Group’s valuation and strengthens its
position in the growing market for contrast media combined withmedical devices.

Clinical data protection

Clinical data protection is a complement to protection by patent. Thisis a period of exclusivity during which a regulatory administrative
authority will refuse:●

Products may also be protected by other patents during thedevelopment and/or marketing phase. Guerbet has a portfolio of
patents covering active ingredients (e.g., contrast and radiotherapy
media), new pharmaceutical formulations, emulsions, formulationand manufacturing processes, delivery systems and medical devices(syringes, tubing, microcatheters, etc.).

●

or the granting of marketing authorization for generics developedon the basis of the clinical data covered by this protection
relating to an originator drug.

either submissions of marketing authorization applications for
a competing product;

Guerbet  Universal Registration Document 2020

27

1

The Guerbet GroupThe Group’s governance structure at December 31, 2020

1.7

THE GROUP’S GOVERNANCE STRUCTURE AT DECEMBER 31, 2020

1.7.1

A global presence
GUERBET S.A.

Guerbet Imagem do
Brasil Ltda.
(Brazil)

99.99%

Guerbet Produtos
Radiologicos Ltda.
(Brazil)

99.99%

Guerbet Panama S.A.
(Panama)

100%

Guerbet Grosshandel
mit pharmazeutischen
Produkten Ges.m.b.H.
(Austria)

Guerbet Nederland B.V.
(Netherlands)

100%

100%
Guerbet Imaging
Panama S.A.

S.A. Guerbet N.V.
Belgium

Guerbet Ireland
Unlimited Company

100%

99.78%

100%(Panama)(Belgium)Laboratorios
Farmaceuticos Guerbet
S.A.U.

Guerbet Chile Limitada(Chile)100%(Spain)(Ireland)

Guerbet S.p.A.
(Italy)100%

100%
Guerbet Mexicana S.A.
de C.V.
(Mexico)98.33%

Guerbet LLC

Guerbet America LLC

100%

100%

(United States)(United States)

Guerbet Poland Sp.z.o.o(Poland)

Guerbet Caribbean Inc.
(United States)

100%

Liebel-Flarsheim
Ireland Limited

100%(Ireland)100%

A. Martins & Fernandes(Portugal)

Operadora de Insumos
para la Salud Guerbet
S.A. de C.V.
(Mexico)98.95%

Liebel-Flarsheim
Company LLC

100%(United States)

100%

Guerbet Laboratories
Limited(United Kingdom)

100%

Guerbet Argentina
Limited(United Kingdom)

100%

Argentina

Guerbet Colombia S.A.S.

(Columbia)

100%

NORTH AMERICA AND SOUTH AMERICA

28

Guerbet  Universal Registration Document 2020EUROPE–MIDDLE EAST–AFRICA

The Guerbet GroupThe Group’s governance structure at December 31, 2020

GUERBET S.A.
1
Guerbet Czech Republic
S.r.o.

Guerbet France

Guerbet Japan KK(Czech Republic)

100%

100%

Guerbet Sweden AB

Medex

Guerbet Taiwan Co., Ltd.

100%

100%

100%

100%

(Sweden)(France)(Japan)(France)(Taiwan)

Simafex

Guerbet Korea Ltd.

(France)(South Korea)

100%

100%

Abalux

Imaging Solutions
Korea Ltd.

(France)

100%(South Korea)

100%

Guerbet Imaging
Switzerland AG

India(Switzerland)

Abarem100%

Guerbet Asia Pacific
Limited(France)100%(Hong Kong)

Guerbet AG(Switzerland)

Guerbet Luxembourg
SARL
100%

100%

Guerbet Medical Devices
Consulting (Shanghai)Co., Ltd. (China)
100%

Guerbet Ilaç Tibbi A.S.
(Turkey)

100%

China

Guerbet GmbH

Guerbet South Africa(Pty) Ltd.

100%

100%

(Germany)

100%(China)100%(Luxembourg)

GuerbetPharmaceutical(Wenzhou) Co., Ltd.

(South Africa)

Guerbet Australia
Pty Ltd.
(Australia)

100%
Accurate Medical
Therapeutics Ltd.
(Israel)100%

Guerbet India
Private Limited(India)99%

Subsidiary

EUROPE–MIDDLE EAST–AFRICA

BranchRepresentative
office% heldASIA-PACIFIC

Guerbet  Universal Registration Document 2020

29

1

The Guerbet GroupThe Group’s governance structure at December 31, 2020

1.7.2

Property owned

Country

Town/City

Address

BrazilRio de Janeiro

Rua André Rocha, 3000, Jacarepaguá, CEP 22710, 568 – Rio de Janeiro

Cincinnati

2111 E Galbraith Road, Cincinnati, Ohio 45237

Raleigh

8800 Durant Road, Raleigh, North Carolina 27616

Aulnay-sous-Bois

16/24, rue Jean-Chaptal et 1, rue Nicéphore-Niepce – 93600 Aulnay-sous-Bois

Marans16, rue des Fours-à-Chaux – 17320 Marans

LanesterZI de Kerpont, 705, rue Denis-Papin – 56600 Lanester

Villepinte

15, rue des Vanesses – 93420 Villepinte

IrelandDublinDamastown Mulhuddart – Dublin 15

Portugal

LisbonRua Raul Mesnier – Ponsard 4B 1750 Lisboa

1.7.3

Distribution

United States

FranceGuerbet markets its products in more than 80 countries on allcontinents in several ways:●

directly through its subsidiaries and branches;●through distributors;●

through license-holders.

Direct operations
The Group has direct operations in more than 20 countries in
Europe, Asia and Oceania, North America and Latin America.

Africa and the Middle East, Canada and some countries in SouthAmerica, Asia and Oceania. These distributors are now joinedby a network of companies dedicated to providing after-sales
services for injectors.

Customer types
Guerbet’s local customer structure in each of its national markets,
excluding distributors and licensees, differs from one country to thenext. There are two factors common to most countries, however:●Distribution agreements
For markets in which Guerbet does not have direct operations ora licensing agreement, it has agreements with distributors. The
main agreements cover Scandinavia, Eastern Europe, Greece,

30

Guerbet  Universal Registration Document 2020●

A large proportion of sales are made to hospitals, clinics,
radiology centers and purchasing pools. In the vast majority ofcases, such sales are based on negotiated contracts or calls
for tenders;
A second major category of customers consists of wholesale
distributors that in turn supply pharmacies.

2

CORPORATE
governance

2.1 REPORT OF THE BOARD OF
DIRECTORS ON CORPORATE
GOVERNANCE32
2.2 BOARD OF DIRECTORS

32

2.2.1 Composition of the Board of Directors 32
2.2.2 Operation and powers of the Boardof Directors49
2.2.3 Organization of the work of the Boardof Directors and the Committees
49
2.2.4 Assessment of the Board of Directors
and its Committees
51

2.3 GENERAL MANAGEMENT
2.3.1 Chief Executive Officer
2.3.2 Deputy CEO – Chief Pharmacist
2.3.3 Executive Committee

52
52
52
53

2.4 COMPENSATION OF COMPANY
OFFICERS54
2.4.1 Company officer compensation policy 54
2.4.2 Compensation of the Chairperson of

2.4.3
2.4.4
2.4.5
2.4.6
2.4.7

the Board of Directors, Marie-Claire
Janailhac-Fritsch59
Compensation of the Chief Executive
Officer, David Hale
61
Compensation of the Deputy CEO,
Pierre André
64Compensation of the Directors
66
Equity ratios
66
Annual changes in compensation andcompany performance
68

2.4.8 Commitments made to company

officers on assuming, changing or
terminating their duties
2.4.9 Stock option and performance shareplans for company officers

2.5 EXCEPTIONS TO THE
AFEP‑MEDEF CODE

69
69

71

2.6 AGREEMENTS REFERRED TO IN
ARTICLE L. 225-37-4-2° OF THE
FRENCH COMMERCIAL CODE 72
2.7 DELEGATIONS OF AUTHORITYREGARDING CAPITALINCREASES72
2.8 PROVISIONS IN THE ARTICLESOF ASSOCIATION RELATINGTO GENERAL MEETINGS OF
SHAREHOLDERS73
2.9 FACTORS THAT COULD HAVEAN IMPACT IN THE EVENT OF
A TAKEOVER OR EXCHANGE
OFFER REFERRED TO IN
ARTICLE L. 225-37-5 OF THE
FRENCH COMMERCIAL CODE

74

Guerbet  Universal Registration Document 202031

2

Corporate governance
Report of the Board of Directors on corporate governance

2.1

REPORT OF THE BOARD OF DIRECTORS ON CORPORATE
GOVERNANCE

In accordance with Article L. 225-37, paragraph 6 of the Frenchcommercial code, we are pleased to present to you the reportof the Board of Directors on Guerbet's corporate governance.
In particular, this report gives an account of the composition,
conditions for preparation and organization of the Board's
work, the organization of the General Management, as well as
the principles and rules for determining the compensation andbenefits of any kind granted to the company officers. This report
was approved by the Board of Directors on March 24, 2021.
Guerbet has adopted the Corporate Governance Code publishedby Afep-Medef (French Association of Private-Sector Companies/

French Business Confederation). Any deviations from this Coderelating in particular to the composition of the Board of Directors
and the Committees are referred to in the summary table atthe end of this report. This Code is available at https://afep.
com/wp-content/uploads/2020/01/Code-Afep_Medefr%C3%A9vision-janvier-2020_-002.pdf.
Guerbet is a French public limited company (société anonyme)
with a Board of Directors and a separate Chairperson of theBoard and CEO.

2.2

BOARD OF DIRECTORS

2.2.1

Composition of the Board of Directors
2019, on business growth and transformation, the Company's
articles of association were amended at the General Meeting ofMay 29, 2020. As such, article 9 c) of the Company's articles
of association now provide that a second Director representing
the employees must be appointed in the event that the Board of
Directors is made up of more than eight (8) Directors;

2.2.1.1	General principles governing
the composition of the Boardof Directors
The operation of the Board of Directors is governed by the Company's
articles of association and the law. It also has internal regulations
that clarify and supplement the procedures governing its operationand the operation of its Committees. The articles of associationand the internal regulations are available on the Guerbet group's
website (under “Investors” – “Corporate Governance” section).

●

The main principles governing the composition of the Board of
Directors are as follows:●

32

The Board of Directors is composed of i) three to eighteen
Directors appointed by the Ordinary General Meeting and ii)
by one to two Directors representing the employees, elected fromand by the staff of the Company and that of its direct or indirect
subsidiaries whose registered office is located on French territory,
depending on whether the Board of Directors has fewer thaneight (8) Directors or more than eight (8) Directors. It should be
noted that in accordance with Law No. 2019-486 of May 22,

Guerbet  Universal Registration Document 2020●

Directors, whether they are individuals or legal entities, areappointed by the General Meeting, upon the proposal of theBoard of Directors following approval by the Appointment andCompensation Committee, for a term of six (6) years. Each
Board member, with the exception of the Employee Director,
must own at least 200 Company shares (as provided for inarticle 9.b of the articles of association). If, on the day of his or
her appointment, a Board member does not hold the requisite
number of shares, or if, during his or her term of office, a Board
member ceases to own them, the Board member is automaticallydeemed to have resigned if the situation is not rectified withinsix (6) months;
Board members are reappointed, resign, are co-opted if avacancy arises and are dismissed under the conditions provided
for by law.

Corporate governance
Board of Directors

2.2.1.2 Current composition of the Board of Directors
As of December 31, 2020, the Board of Directors had eleven members, including two Directors representing the employees:

Position Independence

Appointment
andAudit Compensation
Committee
Committee

Marie-Claire
Janailhac-Fritsch Chairperson

Yes

Marion Barbier

Director

No

Mark Fouquet

Director

No

Éric Guerbet

Director

No

Didier Izabel

Director

Yes Chairperson

Céline Lamort

Director

No

Nicolas Louvet

Director

No

ClaireMassiot-Jouault

Director

No

Isabelle Raynal

EmployeeDirector

No

Jean-Sébastien
Raynaud

EmployeeDirector

No

Thibault Viort

Director

Yes

MemberMemberDate of first
appointment

End of term

Member Chairperson

May 27,2011

2023 GM

July 27,2011

2023 GM

MemberMay 23,2014

2026 GM

MemberMay 19,20172023 GM

MemberMay 23,2014

2026 GMMay 29,2015

2021 GM

MemberMay 27,20162022 GM

MemberMay 24,2013

2025 GM

MemberNovember25, 2017

November24, 2023

October27, 2020

October 26,
2026

May 19,20172023 GM

Member Chairperson
MemberMemberMemberMemberMemberMemberChairperson

Marie-Claire Janailhac-Fritsch has chaired the Board since
September 30, 2013.

●

Michel Guerbet is honorary Company Chairperson.
In view of its reference shareholding structure, the Board of
Directors has a majority proportion of Directors representing theShareholder Agreement. In general, the Board of Directors andthe Appointment and Compensation Committee seek to balance
the composition of the bodies in the selection of Directors. This
reflects the desire for balance:●

StrategyandInnovation
Committee

Ethics,Governanceand CSR
Committee

in representation between women and men: a good balance
between female and male Directors (45% with the entry ofa new Employee Director; 44% women on the Board of
Directors, excluding Employee Directors, as recommended by
the Afep-Medef Code). Half of the Committees are chaired by
women (Strategy and Innovation Committee; Ethics, Governanceand CSR Committee). The Board of Directors is chaired byMarie-Claire Janailhac-Fritsch;●

Member2

by the diversity of skills and professional experience to best meetits needs and carry out its work. The Board therefore covers
legal and financial skills, and expertise in entrepreneurship,
corporate governance (several have obtained or are in theprocess of obtaining the company director certificate from theIFA), growth operations, information systems, digital technology,
project management, and competencies in logistics andindustrial management. Sectoral experiences are also varied:in the healthcare sector of course, but also in sectors that haveor have not experienced major technological disruptions in
consumer goods and services, in BtoB or BtoC;
with regard to the age of the Directors, the distribution is alsobalanced: one-third are aged 60 or more, 18% are between
50 and 59 years old, and 45% are aged under 50.

In addition, more than half of the Directors have international
experience, having lived abroad for several years or still living
abroad in the course of their career (United States, Singapore,
United Kingdom, Belgium, etc.).

Guerbet  Universal Registration Document 202033

2

Corporate governance
Board of Directors

The Directors have been appointed for a six-year term, in
accordance with the law and the articles of association. Notethat the Afep-Medef Code's recommendation that Directors' termsof office should last for four years has not been adopted. The
Company strives to meet the criteria of the Afep-Medef Codewhenever this is compatible with its organizational structure andoperating procedures. However, due to the Company's size,
its capital-intensive nature, and the Board's desire to adopt a
long-term perspective while drawing on past experience, it has
decided not to follow this recommendation.

2.2.1.3 Director Declarations
No conviction for fraud, involvement in bankruptcy,
or incrimination and/or official public sanction
To Guerbet's knowledge, as of the date of preparation of thisdocument, none of the Directors has been convicted of fraud or
is subject to government proceedings or involved in bankruptcy,
receivership, or liquidation proceedings.

Conflicts of interest

2.2.1.4 Independent Directors
Each year, after consulting the Appointment and Compensation
Committee, the Board of Directors reviews the individual situationof each Director with regard to all the independence rules of the
Afep-Medef Code (Article 9). The Code considers a Director
independent “where the Director has no ties of any kind to theCompany, its Group or its Management that might compromise
the independent exercising of his or her judgment. The term'Independent Director' therefore refers to any non-executive officerof the Company or its Group who has no links of particular interest(significant Shareholder, employee, other) with them”. In viewof these criteria, at its meeting on December 16, 2020, andon the recommendation of the Appointment and Compensation
Committee, the Board of Directors deemed that the three Independent
Directors are still eligible for such status. They are Marie-Claire
Janailhac-Fritsch, Chairperson of the Board of Directors, Didier
Izabel, Chairperson of the Audit Committee, and Thibault Viort,
Chairperson of the Appointment and Compensation Committee.
The criteria used to assess the independence of the Directors are
as follows:●

In 2020, the Board of Directors was not informed of any potential
conflicts of interest. General declarations of non-conflict of interest
are made in writing and signed by each Director each year, in
accordance with the conflict of interest management procedurevalidated by the Board of Directors. The Board of Directors as awhole found no occasional or newly emerged conflicts of interest
throughout the year.

• an employee or executive officer of the Company,• an employee, executive officer or Director of a company that
the Company consolidates,• an employee, executive officer or Director of the parent
company of the Company or of a company consolidated
by that parent company;●

Service contracts
No member of the Board of Directors or the General Management
is bound by a service contract with Guerbet S.A. or any of its
subsidiaries that would provide for the granting of benefits undersuch a contract.

●

Internal procedure of regulated agreements and“open” agreements
The Procedure was established in accordance with i) the regulations
applicable to open and regulated agreements and commitments,
as in force following the promulgation of Law No. 2019-486 of
May 22, 2019, known as the PACTE Law, as well as ii) therecommendations of the Autorité des Marchés Financiers. The
purpose of the Procedure is to:a. recap the regulatory framework applicable to regulatedagreements and commitments and clarify the methodology
applied internally to describe the various agreements enteredinto; andb. implement, in accordance with the provisions of Article
L. 22-10-12 of the French Commercial Code, a procedure
for regularly assessing open agreements.
The Procedure was approved by Guerbet's Board of Directors
on March 24, 2020, and is available on Guerbet's website.

34

Guerbet  Universal Registration Document 2020

Criterion 1: not be or not have been during the preceding
five years:

●
●

●

●

Criterion 2: not be an executive officer of a company in which
the Company holds, either directly or indirectly, a Directorship orin which a Directorship is held or has been held within the past
five years by an employee designated as such or an executive
officer of the Company;
Criterion 3: not be a significant customer, supplier, investmentbanker or commercial banker or consultant of the Company or
its Group or for which the Company or its Group represents
a significant proportion of its business. The assessment of
whether the relationship with the Company or its Group issignificant is discussed by the Board, and the quantitativeand qualitative criteria that led to this assessment (continuity,
economic dependence, exclusivity, etc.) are explained in thecorporate governance report;
Criterion 4: not have close family ties with a corporate officer;
Criterion 5: not have been a Statutory Auditor for the Company
in the past five years;
Criterion 6: not have been a Director of the Company for morethan 12 years;
Criterion 7: Directors representing significant Shareholders of
the Company or of its parent company may be considered
independent if such Shareholders do not participate in thecontrol of the Company. However, beyond a threshold of
10% in capital or voting rights, the Board, on the basis of areport by the Appointment Committee, systematically questions
the classification as independent by taking into account thecomposition of the Company's capital and the existence of apotential conflict of interest.

Corporate governance
Board of Directors

Board Members

Criterion 1 Criterion 2 Criterion 3 Criterion 4 Criterion 5 Criterion 6

Criterion 7

Marie-Claire Janailhac-FritschCompliant Compliant Compliant Compliant Compliant Compliant

CompliantDidier Izabel

Compliant Compliant Compliant Compliant Compliant Compliant

CompliantThibault Viort

Compliant Compliant Compliant Compliant Compliant Compliant

CompliantIndependent Directors

Non-independent Directors
Marion Barbier

Compliant Compliant Compliant Compliant Compliant Compliant Non-compliant

Mark Fouquet

Compliant Compliant Compliant Compliant Compliant Compliant Non-compliant

Éric Guerbet

Compliant Compliant Compliant Compliant Compliant Compliant Non-compliant

Céline Lamort

Compliant Compliant Compliant Compliant Compliant Compliant Non-compliant

Nicolas Louvet

Compliant Compliant Compliant Compliant Compliant Compliant Non-compliant

Claire Massiot-Jouault

Compliant Compliant Compliant Compliant Compliant Compliant Non-compliant

Isabelle Raynal(Director representing the employees)

Non-compliant Compliant Compliant Compliant Compliant Compliant

CompliantJean-Sébastien Raynaud(Director representing the employees)

Non-compliant Compliant Compliant Compliant Compliant Compliant

Compliant2

As of December 31, 2020, independent members represented one-third of the Board of Directors (in accordance with the Afep-Medef
Code, Employee Directors are not included in this calculation). The recommendation of the Afep-Medef Code in this regard is therefore
respected.

2.2.1.5 Changes to the Board of Directors
during the 2020 fiscal year
In 2020, the General Meeting reappointed Didier Izabel andMark Fouquet.
Jean-Sébastien Raynaud was elected Employee Director on
October 27, 2020.
As of December 31, 2020, the Board of Directors had elevenmembers, including two Directors representing the employees.

2.2.1.6	Expiring terms of office
The term of office of Céline Lamort will expire at the General
Meeting to be held on May 28, 2021.
The terms of office of the other Directors will expire at the following
General Meetings:
2022 GM

Nicolas Louvet

2023 GM

Marion Barbier
Éric Guerbet
Marie-Claire Janailhac-Fritsch
Thibault Viort

2025 GM

Claire Massiot-Jouault

2026 GM

Mark Fouquet
Didier Izabel

The renewal date of the term of office of Isabelle Raynal, Director
representing the employees, is November 24, 2023.
The renewal date of the term of office of Jean-Sébastien Raynaud,
Director representing the employees, is October 26, 2026.

Guerbet  Universal Registration Document 202035

2

Corporate governance
Board of Directors

2.2.1.7	Offices and positions held by members of the Board of Directors, the Chief Executive
Officer, and the Deputy Chief Executive Officer
As of December 31, 2020, the Board of Directors consisted of the following members:

Marie-Claire JANAILHAC-FRITSCHCHAIRPERSON OF THE BOARD OF DIRECTORS
Independent
CAREER HISTORY: Consultant in the cosmetics sector at Hellébore since 2003

Date of birth:
July 3, 1955
Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte - France
First appointment
to the Board:
May 27, 2011

 Professional activity in the cosmetics industry since 1987; creation, development andsale of start-ups in this field Sales and marketing positions held in the pharmaceutical industry at Eurorga and Smith

Kline from 1978 to 1987

 Member of the Institut Français des Administrateurs (French Institute of Directors) since2007 and member of the IFA Training Commission from 2007 to 2013

EDUCATION:

Marie-Claire Janailhac-Fritsch is a graduate of the École des Hautes Études Commerciales
de Paris (HEC Paris)

Date of last reappointment:
May 19, 2017

Current offices held

End of term of office:2023 General Meeting Chairperson of the Board of Directors

AT GUERBET Chairperson of the Strategy and Innovation Committee Audit Committee member
 Member of the Appointment and Compensation Committee
 Member of the Ethics, Governance and CSR Committee

2020 meeting attendance rate
Board of Directors: 100%
Audit Committee: 100%
Strategy and Innovation Committee: 100%
Ethics, Governance and CSR Committee: 100%
Appointment and Compensation Committee: 100%

Current offices held in French companies
 Chairperson of Hellébore SAS (not listed)

Current offices held in foreign companies
None

Offices held over the past five years
FRENCH COMPANIES Director and Vice-Chairperson of Biom'up (listed on Euronext) (end of term in 2019)
 Director of Biophytis (listed on Euronext Growth) (end of term in 2018)

FOREIGN COMPANIES

None

36

Guerbet  Universal Registration Document 2020

Corporate governance
Board of Directors

Marion BARBIER
DIRECTOR

Non-independent: member of the Guerbet family
CAREER HISTORY: Partner in the law firm Bird&Bird since 2000

Date of birth:
October 14, 1958
Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte - France
First appointment
to the Board:
July 27, 2011
Date of last reappointment:
May 19, 2017
End of term of office:2023 General Meeting2

 Lawyer at the law firm Jeantet & Associés from 1984 to 2000

EDUCATION:
 Graduate of Panthéon-Sorbonne University in international law
 Admitted to the Paris Bar

Current offices held
AT GUERBET Director
 Chairperson of the Ethics, Governance and CSR Committee
 Member of the Appointment and Compensation Committee

2020 meeting attendance rate
Board of Directors: 100%
Ethics, Governance and CSR Committee: 100%
Appointment and Compensation Committee: 100%

Current offices held in French companies
 Manager of SCI Les Fous de Kerio

Current offices held in foreign companies
None

Offices held over the past five years
FRENCH COMPANIESNoneFOREIGN COMPANIESNone

Guerbet  Universal Registration Document 202037

2

Corporate governance
Board of Directors

Mark FOUQUETDIRECTOR

Non-independent: member of the Guerbet family
CAREER HISTORY: Corporate Secretary, assisting with and arranging industrial and financial partnerships at

Date of birth:
July 6, 1959

MGF Easybike from 2011 to 2016

 Financial engineering key account manager for Paris and Abidjan at Maréchal &Associés Finance, from 2010 to 2011

Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte - France

 CEO and Partner, consultant in financial engineering and arranging financial deals at

First appointment
to the Board:
May 23, 2014

 Seller of French and European equities to institutional clients and IPO financing at KBC

Date of last reappointment:
May 29, 2020
End of term of office:2026 General Meeting

FG Partner SAS from 2007 to 2010

 Consultant in financial engineering and arranging financial deals at Simpl-Fi from 2003

to present

Securities France from 1999 to 2003

EDUCATION:

European Business School

Current offices held
AT GUERBET Director
 Audit Committee member
 Member of the Strategy and Innovation Committee

2020 meeting attendance rate
Board of Directors: 100%
Audit Committee: 100%
Strategy and Innovation Committee: 100%

Current offices held in French companies
 CEO of SIMPL-FI Director of Lucibel SA (listed on Euronext Growth, Paris)

Current offices held in foreign companies
None

Offices held over the past five years
FRENCH COMPANIES Chairperson of the Supervisory Board of Terranere – Ixow (end of term in 2016)
 Chairperson of Calenzane (end of term in 2016)
 Chairperson of SAS Xelos (end of term in 2016)

FOREIGN COMPANIES

None

38

Guerbet  Universal Registration Document 2020

Corporate governance
Board of Directors

Éric GUERBETDIRECTOR

Non-independent: member of the Guerbet family
CAREER HISTORY: IT Program Manager at BNP Paribas – Corporate & Institutional Banking – Global

Date of birth:
August 4, 1976
Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte - France
First appointment
to the Board:
May 19, 2017
Date of last reappointment:
not applicableEnd of term of office:2023 General Meeting

Markets (Paris) since 2010

 IT Project Manager at BNP Paribas (London) from 2003 to 2009
 IT Project Manager at BNP Paribas (Singapore) from 2000 to 2003

EDUCATION:

2

 Information Systems Engineer (ESME engineering school)

Current offices held
AT GUERBET Director
 Member of the Strategy and Innovation Committee

2020 meeting attendance rate
Board of Directors: 100%
Strategy and Innovation Committee: 100%

Current offices held in French companies
None

Current offices held in foreign companies
None

Offices held over the past five years
FRENCH COMPANIESNoneFOREIGN COMPANIESNone

Guerbet  Universal Registration Document 202039

2

Corporate governance
Board of Directors

Didier IZABELDIRECTOR

Independent
CAREER HISTORY: Senior Partner at Axys Finance since 2009

Date of birth:
December 6, 1955
Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte - France
First appointment
to the Board:
May 23, 2014
Date of last reappointment:
May 29, 2020
End of term of office:2026 General Meeting Managing Director at Group Banca Leonardo (2006-2009) Partner at Toulouse & Associés (2003-2006)
 Head of Mergers and Acquisitions at Compagnie Financière Edmond de Rothschild(1994–2003)

 Head of the Financial Engineering Department at Banexi (BNP Group) (1989-1994)

Ministry for Industry: General Directorate for Industry, in charge of the Pharmaceutical Industry (1985-1989)
 Provence-Alpes-Côte d'Azur Region DRIR (Regional Directorate for Industry andResearch), in charge of the Industrial Environment (1982–1985)

EDUCATION: École Polytechnique (1976)
 École Nationale des Mines de Paris (1981)
 Member of the Corps des Mines

Current offices held
AT GUERBET Director
 Chairperson of the Audit Committee
 Member of the Appointment and Compensation Committee
 Member of the Strategy and Innovation Committee

2020 meeting attendance rate
Board of Directors: 100%
Audit Committee: 100%
Strategy and Innovation Committee: 100%
Appointment and Compensation Committee: 100%

Current offices held in French companies
 CEO of Axys Finance since March 2009

Current offices held in foreign companies
None

Offices held over the past five years
FRENCH COMPANIES CEO of SARL LMP 07 (until 2017)
 Manager of SARL Financière des pins (until 2016)

FOREIGN COMPANIES

None

40

Guerbet  Universal Registration Document 2020

Corporate governance
Board of Directors

Céline LAMORTDIRECTOR

Non-independent: member of the Guerbet family
CAREER HISTORY: Head of strategic projects at Barry Callebaut since 2016

Date of birth:
March 30, 1982
Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte - France
First appointment
to the Board:
May 29, 2015

 Head of Operations in the Food and Crop Protection division of Royal DSM N.V. from2013 to 2016

 Head of Supply Chain in the Food and Crop Protection division of Royal DSM N.V.

from 2011 to 2013

 Head of Logistics at Royal DSM N.V. in 20112

 Head of continuous improvement/operational excellence projects at Royal DSM N.V.

from 2008 to 2011

 Process Engineer at Royal DSM N.V. from 2006 to 2008

EDUCATION:

Date of last reappointment:
not applicable IFA/Science-Po Paris – Company Director Certificate

End of term of office:2021 General Meeting École Nationale Supérieure de Chimie de Paris (ENSCP) Unitech International Program

Current offices held
AT GUERBET Director
 Audit Committee member

2020 meeting attendance rate
Board of Directors: 100%
Audit Committee: 100%

Current offices held in French companies
None

Current offices held in foreign companies
None

Offices held over the past five years
FRENCH COMPANIESNoneFOREIGN COMPANIESNone

Guerbet  Universal Registration Document 202041

2

Corporate governance
Board of Directors

Nicolas LOUVETDIRECTOR

Non-independent: member of the Guerbet family
CAREER HISTORY: Head of the BU improvement plan at Yazaki Europe Limited since 2013

Date of birth:
June 27, 1976
Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte - France
First appointment
to the Board:
May 27, 2016
Date of last reappointment:
not applicableEnd of term of office:2022 General Meeting Head of component key accounts at Yazaki Europe Limited from 2012 to 2015
 Head of Strategic Projects at Yazaki Europe Limited from 2007 to 2012
 Project Manager at Valeo Éclairage et Signalisation from 2005 to 2007
 Engineer, then R&D Project Manager at Valeo Éclairage et Signalisation from 2001 to

2005

EDUCATION:
 Graduate of the UTC (Université de Technologie de Compiègne)Current offices held
AT GUERBET Director
 Member of the Ethics, Governance and CSR Committee
 Member of the Strategy and Innovation Committee

2020 meeting attendance rate
Board of Directors: 100%
Strategy and Innovation Committee: 100%
Ethics, Governance and CSR Committee: 100%

Current offices held in French companies
None

Current offices held in foreign companies
None

Offices held over the past five years
FRENCH COMPANIESNoneFOREIGN COMPANIES

None

42

Guerbet  Universal Registration Document 2020

Corporate governance
Board of Directors

Claire MASSIOT-JOUAULTDIRECTOR

Non-independent: member of the Guerbet family
CAREER HISTORY: Head of Operational Excellence and Lean Manufacturing at Sanofi R&D since 2016

Date of birth:
August 27, 1961
Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte - France Head of Clinical and Medical Quality at Sanofi R&D (2010–2015)
 Quality assurance/good clinical practices and drug safety monitoring at Sanofi R&D(1992-2010)

 Biotech research at Advanced Magnetics, Cambridge, the United States (1990-1991)

 Hospital pharmacy intern at Assistance publique des hôpitaux de Paris (Paris Public

Hospital Authority) (1985-1989)

First appointment
to the Board:
May 24, 2013

EDUCATION:

Date of last reappointment:
May 24, 2019

 Master's degree in biological and medical sciences – Paris VI

End of term of office:2025 General Meeting2

 Clinical research, Glaxo Laboratories (1989-1990)

 Advanced diploma in hospital pharmacy – Paris V

 PhD in pharmacy – René-Descartes University – Paris V

Current offices held
AT GUERBET Director
 Member of the Appointment and Compensation Committee
 Member of the Strategy and Innovation Committee

2020 meeting attendance rate
Board of Directors: 100%
Strategy and Innovation Committee: 100%
Appointment and Compensation Committee: 100%

Current offices held in French companies
 Manager of non-commercial partnership RFDC

Current offices held in foreign companies
None

Offices held over the past five years
FRENCH COMPANIESNoneFOREIGN COMPANIESNone

Guerbet  Universal Registration Document 202043

2

Corporate governance
Board of Directors

Isabelle RAYNALDIRECTOR REPRESENTING THE EMPLOYEES
Non-independent: Guerbet employee
CAREER HISTORY: Director of Strategic Projects, Guerbet, since 2018

Date of birth:
May 3, 1968
Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte - France
First appointment
to the Board:
November 25, 2017
Date of last reappointment:
not applicableEnd of term of office:November 24, 2023

 Portfolio Manager and Project Manager in Strategic Projects, Guerbet (2011-2017)
 R&D Program Manager (Central Nervous System, Oncology) and Analytical Chemistry

Specialist in Research/Innovation at Guerbet (1995–2011) Engineer and PhD student in life sciences at CEA Saclay (1992-1994)

EDUCATION: PhD in pharmaco-chemistry (Faculty of Pharmacy – Paris V) ESPCI-Paris Tech engineering degree

Current offices held
AT GUERBET Director representing the employees Member of the Ethics, Governance and CSR Committee
 Member of the Strategy and Innovation Committee

2020 meeting attendance rate
Board of Directors: 100%
Strategy and Innovation Committee: 100%
Ethics, Governance and CSR Committee: 100%

Current offices held in French companies
None

Current offices held in foreign companies
None

Offices held over the past five years
FRENCH COMPANIESNoneFOREIGN COMPANIES

None

44

Guerbet  Universal Registration Document 2020

Corporate governance
Board of Directors

Jean-Sébastien RAYNAUDDIRECTOR REPRESENTING THE EMPLOYEES
Non-independent: Guerbet employee
CAREER HISTORY: Head of Medical Affairs France, Guerbet France since 2019

Date of birth:
July 2, 1971
Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte - France
First appointment
to the Board:
October 27, 2020
Date of last reappointment:
not applicableEnd of term of office:October 26, 2026

 International Scientific Advisor and Head of the KOL International network, Guerbet SA(2012-2019)

 MRI Specialist in the Research and Innovation Division, Guerbet SA (2002-2012) Road construction and maintenance engineer, LCPC, on analysis of materials by MRI,

Paris (2000)

2

EDUCATION:

Doctorate in Physics in Medical Imaging at Institut de Myologie, Pitié-Salpêtrière, Paris

Current offices held
AT GUERBET Director

2020 meeting attendance rate
Board of Directors: 100% (since the beginning of his term of office)Current offices held in French companies
None

Current offices held in foreign companies
None

Offices held over the past five years
FRENCH COMPANIESNoneFOREIGN COMPANIESNone

Guerbet  Universal Registration Document 202045

2

Corporate governance
Board of Directors

Thibault VIORTDIRECTOR

Independent
CAREER HISTORY: CEO New Business of AccorHotels and member of the Executive Committee from 2018

to 2020

Date of birth:
September 24, 1972

 Chief Disruption and Growth Officer of AccorHotels (2016-2018)

Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte - France Teaching at École Polytechnique and Sciences Po Paris.

 Creation and development of several companies (Novao, Abileo, Ysance, IsCool,

Actimos, LaTeam AI)

 Mentoring for several start-ups (Openclassrooms, Des bras en plus)

First appointment
to the Board:
May 19, 2017

EDUCATION:

Date of last reappointment:
not applicable

Current offices held

End of term of office:2023 General Meeting Information Systems Engineer (EPITA 1996)

AT GUERBET Director
 Chairperson of the Appointment and Compensation Committee
 Member of the Strategy and Innovation Committee

2020 meeting attendance rate
Board of Directors: 90%
Strategy and Innovation Committee: 100%
Appointment and Compensation Committee: 100%

Current offices held in French companies
 Chairperson of FASAB SASU
 Chairperson of LATEAM AI SAS
 Chairperson of SMACH SAS
 Chairperson of Recruiters Club SAS
 Director, CodingGame SA Director, Studapart Director, Swile (formerly LunchR)

Current offices held in foreign companies
None

Offices held over the past five years
FRENCH COMPANIES Chairperson of the Board of Directors of Hotel Homes SAS (end of term in 2019)
 Chairperson of the Managing Committee of NDH SAS (end of term in 2019) Manager, Navao (end of term in 2015)
 Chairperson of the Supervisory Board of GEKKO SAS (end of term in 2020)
 Chairperson of the Supervisory Board of VeryChic SA (end of term in 2020)
 Chairperson of Dedge (end of term in 2020)

FOREIGN COMPANIES Chairperson of the Board of Directors of Concierge Holding Company Limited(incorporated under English law)46

Guerbet  Universal Registration Document 2020

Corporate governance
Board of Directors

General Management

David HALECHIEF EXECUTIVE OFFICER SINCE JANUARY 1, 2020
CAREER HISTORY: Chief Commercial Officer, Guerbet (2018-2019)
 Chairperson of GE Healthcare Digital Imaging and Care Area Solutions
 Management positions in Europe, for the EMEA region, the United States and Canada

Date of birth:
July 2, 1968
Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte - France
Appointed Chief Executive Officer
of Guerbet:
January 1, 2020

at GE Healthcare Management of commercial initiatives and services across European companies in GE's

2

Corporate Initiatives Group in 2000

 Product and service management at Milliken Textiles, Eastman Kodak,

and Ascom (Switzerland) Project management at Boston Consulting Group in Germany

EDUCATION:
 MBA – Institute of Management Development (IMD), Switzerland Degree in industrial and systems engineering – Georgia Institute of Technology (UnitedStates)Current offices held
AT GUERBET
 Chief Executive Officer since January 1, 2020

Current offices held in French companies
None

Current offices held in foreign companies
None

Offices held over the past five years
FRENCH COMPANIESNoneFOREIGN COMPANIESNone
The Chief Executive Officer is not a member of the Board of Directors.

Guerbet  Universal Registration Document 202047

2

Corporate governance
Board of Directors

Pierre ANDRÉDEPUTY CHIEF EXECUTIVE OFFICER
Chief Pharmacist
Group Head of Quality, Technical Operations
CAREER HISTORY:

Date of birth:
February 11, 1969
Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte - France
Appointed Deputy CEO and Chief
Pharmacist:
May 24, 2016

 Head of Quality, Technical Operations, Guerbet (since 2016) Group Head of Quality, Regulatory Affairs and Regulatory Compliance – Member of theboard of the Technical/R&D Committee – Chief Pharmacist at FAMAR laboratories from2009 to 2016

 EMEA Quality Director and Chief Pharmacist at Capsugel/Pfizer laboratories from2004 to 2009

 International Quality Director at Johnson & Johnson Laboratories from 1999 to 2004
 Quality management functions at transfusion centers in France and at an R&D center in

the Netherlands, and director of a pharmaceutical distribution plant in France

EDUCATION:
 Transcultural Leadership – Insead, 2007–2008
 Operational Excellence – Certified Six Sigma Black Belt in 2001
 Doctor of Pharmacy – Faculty of Pharmacy of Clermont Auvergne in 1996
 Master's degree in Biological and Medical Sciences, 1995

Current offices held
AT GUERBET Deputy Chief Executive Officer
 Chief Pharmacist

Current offices held in French companies Director of A3P (Association pour les Produits Propres et Parentéraux – Association forsterile parenteral products)

Current offices held in foreign companies
None

Offices held over the past five years
FRENCH COMPANIESNoneFOREIGN COMPANIESNone
The Deputy Chief Executive Officer is not a member of the Board of Directors.

48

Guerbet  Universal Registration Document 2020

Corporate governance
Board of Directors

2.2.2

Operation and powers of the Board of Directors

In accordance with Article L. 225-35 of the French Commercial
Code, the Board of Directors sets the guidelines for the Company's
activity and oversees their implementation in keeping with its corporate
interest, taking into consideration the social and environmental
implications of its activity. Within the powers expressly grantedby law to General Meetings of Shareholders and within the limitsof the Company's purpose, it deals with all issues affecting theCompany's operations and regulates the Company's affairs.
It performs the controls and verifications it deems appropriate.
Each Director receives all the information necessary to carry out
his or her assignment and can obtain the documents he or she
considers useful for accomplishing this assignment.
The Board of Directors grants the authorizations provided for bylaw (particularly those foreseen under the provisions of Article
L. 225-38 of the French commercial code).
The Board of Directors can decide to create committees. It determines
the composition and duties of such committees that carry out theiractivity under its responsibility, although without delegating to said
committees the powers that are assigned to the Board of Directors
itself by law or the articles of association and without reducing or
limiting the powers of the Board of Directors.

2.2.3

●

financial topics (examination and approval of accounts, budget);●strategic topics and growth and partnership operations;●human resources topics;●

corporate social responsibility topics;●

In 2020, the Board of Directors met nine times with an averageattendance rate of 99%. The following people participated inthese meetings:●

the Directors;●

the Secretary of the Board;●●

three representatives of the Central Works Council in anadvisory capacity;
the CEO.

2

Since the start of 2021, the Board of Directors has met threetimes, including to review the annual financial statements forthe 2020 fiscal year. In 2020, no meetings were held without
the presence of the CEO in view of his recent appointment on
January 1, 2020, and considering the COVID-19 crisis, which
required his presence at meetings of the Board of Directors inorder to ensure that the Board of Directors is constantly informed
about the management of this crisis.

Organization of the work of the Board of Directors and the Committees

The Board of Directors met nine times in 2020 and worked on:●

The Board of Directors can grant special mandates to one orseveral of its members for one or more specific purposes.

topics related to cybersecurity and the Company's information
systems;
monitoring of the COVID-19 crisis and its impact on the Company.

Since the beginning of the crisis and throughout its duration, theGeneral Management has informed the Board of Directors on a
weekly basis about its management and the impacts on the Group.

The Board of Directors relies on the work of four Committees:
the Strategy and Innovation Committee, the Appointment andCompensation Committee, the Audit Committee and the Ethics,
Governance and CSR Committee.
The Committees are forums for analysis and reflection. They issue
opinions and recommendations but are not decision-making
bodies. They report on their work at each meeting of the Board of
Directors. The Directors have a digital platform for secure accessto the documents necessary to perform their duties for the Boardof Directors and its Committees.

Guerbet  Universal Registration Document 2020

492

Corporate governance
Board of Directors

COMMITTEES MEMBERS at December 31, 2020
AUDIT COMMITTEESTRATEGY AND INNOVATION COMMITTEE

Didier Izabel * (Chairperson)

Marie-Claire Janailhac-Fritsch * (Chairperson)

Mark FouquetMarie-Claire Janailhac-Fritsch *Céline Lamort

Mark Fouquet
Éric Guerbet
Didier Izabel *Claire Massiot-Jouault
Nicolas Louvet
Thibault Viort *Isabelle Raynal

APPOINTMENT AND COMPENSATION COMMITTEEETHICS, GOVERNANCE, AND CSR COMMITTEE

Thibault Viort * (Chairperson)

Marion Barbier (Chairperson)

Marion Barbier
Didier Izabel *Marie-Claire Janailhac-Fritsch *Claire Massiot-Jouault

Marie-Claire Janailhac-Fritsch*
Nicolas Louvet
Isabelle Raynal* Independent director.

2.2.3.1	Audit Committee
The Committee met five times in 2020. It is chaired by Didier
Izabel, Independent Director, and is composed of four members.
The Board of Directors’ Internal Regulations set the minimum numberof Independent Directors on the Committee and provide that the
Chairperson of the Audit Committee must be an Independent
Director. Note that the Afep-Medef Code's recommendation
providing that at least two thirds of the Committee's members
should be Independent Directors was therefore not compliedwith. This Committee composition rule was not adopted due tothe significant proportion of members representing the Shareholder
Agreement on the Board.
In accordance with Article L. 823-19 of the French Commercial
Code, the Audit Committee, under the sole collective responsibility of
the Board's members, oversees issues relating to (i) the preparationand examination of the parent-company financial statements and,
where applicable, the consolidated financial statements; (ii) the
independence and objectiveness of the Statutory Auditors, and (iii)the effectiveness of the internal control, audit, and risk management
systems. It makes a recommendation to the Board of Directors on
the Statutory Auditors, whose appointment and reappointment will
be proposed to the General Meeting. The Committee questions
the CEO, the CFO and the Statutory Auditors. It also regularly
questioned the Director of Internal Control, the Heads of Internal
Audit and Internal Control, and the Head of Risks.
In 2020, the Committee devoted its meetings in particular to:●●50

an examination of the Company's accounts;
internal audit topics (review of the previous year's internal audit,
follow-up on the audit recommendations, and presentation ofinternal audit reports);●

development and improvement of internal control;●

analysis and control of the Group's risks;

Guerbet  Universal Registration Document 2020●

the statutory auditors' audits and reports and the examinationof their independence.

The Audit Committee participation rate in 2020 was 100%.

2.2.3.2 Strategy and Innovation Committee
This Committee met seven times in 2020. It is chaired by MarieClaire Janailhac-Fritsch, Chairperson of the Board of Directors
and Independent Director. It has eight members.
The mission of the Strategy and Innovation Committee is toprepare the work of the Board of Directors on topics of major
strategic interest, in particular the examination of medium-term
strategic directions, changes in the competitive environment, theannual budget, the industrial strategy, research and development
priorities and projects, investment, divestment and external growth
operations, stock market financial strategies, and compliance withmajor financial balances. The agendas notably included:●

Follow-up on the deployment of the strategic plan;●

The 2021-2025 medium-term plan;●

The 2021 budget;●

Business Development plans;●

The Augmented Intelligence strategy;●

The Group's growth in certain regions;●Feedback on certain projects.

The participation rate in the Strategy and Innovation Committee
in 2020 was 100 %.
In 2020, the Committee drew on the external expertise of fiveadvisors from various professional and international backgrounds.

Corporate governance
Board of Directors

2.2.3.3	Appointment and Compensation
Committee
The Committee met five times in 2020. It is chaired by Thibault
Viort, Independent Director, and is composed of five members.
The current proportion of Independent Directors on this Committee isthree-fifths of its members. The Afep-Medef Code's recommendation
providing for a majority of Independent Directors on this Board
was therefore complied with. In 2020, the Employee Director was
not a member of this Committee. With the arrival of a second
Employee Director at the end of 2020, the Board of Directors
decided during its self-assessment to include one of them in theCommittee, as recommended by the Afep-Medef Code, in 2021.
The role of the Appointment and Compensation Committee is tomake recommendations or proposals to the Board of Directors on:
●

●

●
●

●

●

●

discussed the qualification as Independent Director in view of
the criteria of the Afep-Medef Code.

The participation rate in the Appointment and Compensation
Committee in 2020 was 100%.

2.2.3.4	Ethics, Governance and CSR
Committee
The Committee met twice in 2020. It is chaired by Marion Barbier,a Non-Independent Director.
This Committee prepares the work of the Board of Directors withregard to ethics, governance and CSR within the Group. As such,
the Committee handles and monitors all issues relating to:●●Management integrity;●

The Group's compensation policy and long-term compensation
policy;The definition of and compliance with good governance rules;●

The compensation policy for company officers;●

Succession planning for the Chief Executive Officer, senior
executives, and people holding key positions within the Group.

●

made recommendations for the appointment of new membersof the Executive Committee;
analyzed the fixed and variable compensation of members of
the Executive Committee through a new comparative study ofother companies in the same sector and of similar size;
reviewed the priorities for the Human Resources Department
in 2021;
examined medium-term variable compensation (performance
shares plan);

2.2.4

2

Compliance of the Company's values, actions and projects
with social, legal and regulatory standards;

Appointment and reappointment of Directors and appointment,
dismissal and compensation of the Chief Executive Officer andthe Deputy Chief Executive Officers;

The Committee specifically:●●

Prevention of corruption and fraud and compliance with the
Ethics Charter;
The Company's Articles of Association and the Internal Regulationsof the Board of Directors;
The CSR strategy and the implementation of CSR actions.

In general, the Committee also ensures that the Board and theBoard's Committees are operating effectively.
The agendas covered:●Compliance with the provisions of the Sapin II law;●

The mid-term review of the Group's CSR roadmap;●

Revision of the Ethics Charter;●

Discussions on the Corporate Purpose project;●

Establishment of anti-harassment policy.

The participation rate in the Ethics, Governance and CSR Committee
in 2020 was 100%.

Assessment of the Board of Directors and its Committees

2.2.4.1	Assessment of the Board of Directors
As recommended every three years, the Board of Directors calledon an external and independent provider this year to conduct
the evaluation of the Board of Directors. This external evaluation
supplements the self-assessment conducted through a written
questionnaire sent to the members of the Board of Directors
and the representatives of the Works Council by the Board's
Corporate Secretary (detailed questionnaire with closed-ended
and open-ended questions so that each of the Directors could
explain their responses). This questionnaire was analyzed by theexternal evaluator in addition to the individual discussions heldwith the Directors.

The conclusions of the external evaluation showed an overall
positive view of the functioning of the Board of Directors. Amongthe strengths identified by the evaluator were very good governancepractices, in particular truly independent governance, recognitionof the contribution of the Board's secretariat, the work of theCommittees, and the strong involvement of the Chairperson.
However, he noted areas for improvement to increase discussions
at Board meetings and the need to work on “post-Board meeting”
communication with external and internal stakeholders. He also
underscored the concentration of the Directors' mandates to be
renewed in 2023, including that of the Chairperson of the Boardof Directors. Shareholder dialog is also an important area for
improvement for the Group.

The reporting on this evaluation took place at the Board meetingof December 16, 2020.

Guerbet  Universal Registration Document 202051

2

Corporate governance
General Management

After a special year in 2020, the Directors believe that the Board
was definitely able to cope with management of the COVID-19
crisis. The digitization of the Board's work and remote participation
made it possible to cope with this unprecedented situation. However,“tele-governance” has its limitations, which impact the ability of
the Board of Directors to hold collective discussions.
In the internal self-assessment questionnaire, the Directors also
identified topics to be addressed and handled:●●●

Monitoring the deployment of the Group Strategy, in particulartransformation projects and diversification projects in Interventional
Imaging and Augmented Intelligence;
Preparing for the launch of the future product in MRI;
Composition of the Committees, which could be reviewed in
2021;

●

Shareholder dialog;●

Integrating CSR issues into all aspects of the company.

2.3

GENERAL MANAGEMENT

2.3.1

Chief Executive Officer

David Hale, appointed on January 1, 2020, served as Chief
Executive Officer, a position separate from Chairperson of theBoard of Directors, throughout the 2020 fiscal year.
In accordance with the provisions of the French Commercial
Code and the Company's articles of association, Guerbet's Chief
Executive Officer is appointed by the Board of Directors on the
proposal of the Appointment and Compensation Committee. This
officer may be dismissed at any time by the Board of Directors.

2.3.2

For the third year, each Board Committee conducted its own
self-assessment using specific questionnaires sent to the membersof each Committee.
In general, Director attendance at Committee meetings is very
high (100% for all the Committees in 2020). Each Committee
member has been particularly active and effective, contributing
according to his or her expertise.
The self-assessment of each Committee indicates a high level ofsatisfaction with the appropriateness of the Committees' composition,with regard to both the number of members and competencies
and the allocation of roles. The Directors then outlined the priority
themes to be explored by each Committee.

Pursuant to Article L. 225-56 of the French Commercial Code,the CEO has the broadest powers to act in all circumstances on
the Company's behalf. The Chief Executive Officer exercises his
powers within the scope of the corporate object and subject tothose powers expressly granted to Shareholders' meetings andto the Board of Directors by law. He represents the Company in
its relations with third parties.
The provisions relating to the CEO's compensation, detailing therules and principles for determining the CEO's compensation andthe compensation paid and awarded during the 2020 fiscal year,
are specified in section 2.4 of this report.

Deputy CEO – Chief Pharmacist

On the proposal of the CEO, the Board of Directors may appointa Deputy CEO to assist the CEO in performing his duties. Pursuant
to Articles L. 5124-2 and R. 5124-34 of the French public healthcode, the Company has a Chief Pharmacist with the role of Deputy
CEO, whose duties are performed with the same authority as the
CEO with respect to third parties.
In accordance with the provisions of the law on simplification,clarification, and modernization of corporate law of July 19,
2019, amending Article L. 225-53 of the French Commercial
Code, Article 14 of the Company's articles of association wasamended to specify that in the event of the appointment of a
Deputy Chief Executive Officer, the Board of Directors shalldetermine a selection process that guarantees the presence ofat least one person of each sex among the candidates until theend of the process.

52

2.2.4.2	Assessment of the Committees

Guerbet  Universal Registration Document 2020

This officer may be dismissed at any time by the Board of Directors.
Pierre André was appointed Deputy CEO and Chief Pharmacist
on June 1, 2016.
The Deputy CEO receives compensation for performing the duties
of Chief Pharmacist. Pierre André has an employment contract
for which he receives compensation as Group Head of Quality,
Technical Operations.
The provisions relating to the Deputy CEO's compensation, detailingthe rules and principles for determining the CEO's compensationand the compensation paid and awarded during the 2020 fiscal
year, are specified in section 2.4 of this report.

Corporate governance
General Management

2.3.3

Executive Committee

Guerbet's Executive Committee is chaired by the Chief Executive
Officer and includes the Directors of the main operational andfinancial functions of Guerbet. The Executive Committee meetsonce a month.
This body supports the Chief Executive Officer in implementing thestrategy defined by the Board of Directors, and provides operational
guidance for decision-making. Its main tasks are as follows:●

Determine the Group's budget lines according to the medium-term
strategic priorities determined with the Board of Directors;

●

●
●

●

Propose annual qualitative and quantitative objectives to theBoard of Directors;
Guide and monitor operational performance;
Issue opinions on the Company's guidelines and decide on
reallocations of resources if necessary;
Manage critical risks.

As of December 31, 2020, the members of the Executive
Committee are:

Chief Executive Officer

David Hale

Chief Pharmacist – Chief Executive Officer

Pierre André

Director of Interventional Imaging

Jean-François Blanc

Senior VP of Development, Medical & Regulatory Affairs

Philippe Bourrinet

Director of Diagnostic Imaging

Valérie Brissart

Director of Research and Innovation

Claire Corot**

Chief Commercial Officer, Asia-PacificMathieu Élie

Chief Financial Officer

Jérôme Estampes

Chief Commercial Officer, Europe and Americas

Gitte Hesselholt

VP, Technical Operations

Jean-Michel Martinet*

Chief Digital Officer

François Nicolas

VP, Human Resources

Pétra Zalabak

2* Jean-Michel Martinet held the position of Acting VP of Technical Operations until Sarah Dayre's arrival on February 1, 2021.
** Claire Corot left the Company on December 31, 2020; François Nicolas took over the Research and Innovation Department effective January 1, 2021.

2.3.3.1	Equality on the Executive Committee
Guerbet is committed to the implementation of a gender equality
policy in its Executive Committee and more broadly within its
population of senior executives. The Group has set itself theobjective of having 30% of women on its Executive Committee
and more than 36% of female senior executives by 2022.

As of December 31, 2020, women represented one-third of the
Executive Committee members. At the beginning of 2021, women
represent 36% of the Executive Committee members.
The addition of new Executive Committee members increased thediversity of its members, both in terms of nationality and age, andimproved the gender balance.

Guerbet  Universal Registration Document 202053

2

Corporate governanceCompensation of company officers

2.4

COMPENSATION OF COMPANY OFFICERS

2.4.1

Company officer compensation policy

The information set forth below is part of the compensation policy
for company officers established in accordance with Article
L. 225-37-2 of the French Commercial Code. This policy describes
all the components of the fixed, variable, and, where applicable,
exceptional compensation of Guerbet's company officers, including
its Chairperson of the Board of Directors, its Chief Executive
Officer, its Deputy Chief Executive Officer, and its Directors, andexplains the decision-making process for its determination, review
and implementation.
The payment and award in year N of the variable compensation
components for fiscal year N-1, which are set out below, areconditional on the approval by the Ordinary General Meeting inyear N of the compensation components for the company officer
concerned under the conditions provided for in Article L. 225-100 of
the French Commercial Code.
The compensation policy applicable to company officers isdetermined by the Board of Directors on the basis of recommendations
made by the Appointments and Compensation Committee and isreviewed annually. Guerbet's Appointments and Compensation
Committee has no company officers and is composed of amajority of independent Directors and chaired by one of themin accordance with the recommendations of Article 18.1 of the
Afep-Medef Code on the composition of this committee.
The Committee may call upon external advisors specializing inexecutive compensation.
The Board of Directors ensures that the compensation policy isappropriate for the Company's strategy and context and aims topromote its performance and competitiveness in the short, medium,and long term. It is based on the following principles:
●
●

●

●

54

compliance with the recommendations of the Afep-Medef Code;consistency with compensation policies within the market in orderto remain competitive. Benchmarks are periodically produced
to measure compensation levels and structures against panelsof comparable companies in the healthcare sector;
overall consistency, reviewed annually, to respect the principleof balance between the various compensation components(annual fixed, annual variable, multi-year variable) and in viewof the compensation in force in the Company;a concern for attractiveness and retention to attract, motivate
and retain talent, while taking into account the requirementsof stakeholders, including Shareholders, in terms of social andenvironmental responsibility, transparency and performance;

Guerbet  Universal Registration Document 2020●●

an alignment of performance conditions with the Company's
interests and objectives in terms of sustainable and profitable
growth in the short, medium, and long term;transparency and clarity of the compensation policy.

The Appointments and Compensation Committee ensures thatthese principles are correctly applied in connection with recommendations to the Board of Directors, both in the developmentof the compensation policy and in its implementation and in theestablishment of the amounts or valuations of compensation or
benefits.
The compensation policy for company officers, and in particular theirvariable compensation, is part of the Company's short-, medium-,and long-term strategy. The objectives for the Chief Executive Officer
are based on the Company's medium- and long-term strategicplans. The annual variable compensation criteria are the short-term(one-year) version of the objectives of the medium- and long-term
strategic plan. The Chairperson of the Board does not receive
variable compensation. The Deputy Chief Executive Officer may
receive variable compensation for his employment contract and notfor his corporate office. The performance criteria for determining
multi-year variable compensation are set out in the medium- andlong-term strategic plans.
The criteria for awarding compensation are determined in order
to be consistent with the corporate interest of the Guerbet groupand to help ensure its sustainability. The compensation of company
officers also depends on their responsibilities, the results achieved,
and the work completed. It depends, particularly for the Chief
Executive Officer and the Deputy Chief Executive Officer, on thetype of duties entrusted to them, or on exceptional situations.
In addition, to make sure that the compensation is competitive, theprinciple of Comparability is also applied so that the awarded
compensation can be compared with the reference market of
healthcare. A new benchmark was established in 2020 for the
Chief Executive Officer and members of the Executive Committee.
Changes in the compensation of company officers are decidedin accordance with the labor policy and the compensation policy
applicable to all employees, including other executives andemployees of the Company.
The compensation conditions for company officers are reviewed
annually by the Appointments and Compensation Committee,
which makes a proposal to the Board of Directors, consistent withthose of the Company's employees.

Corporate governanceCompensation of company officers

2.4.1.1 Compensation of the Chairpersonof the Board of Directors
Compensation structure
The Chairperson of the Board of Directors receives total compensation
composed of:

For the 2020 fiscal year, the fixed annual compensation of the
Chairperson of the Board of Directors was maintained at €110,000.
On the recommendation of the Appointments and Compensation
Committee, the Board of Directors will propose maintaining thiscompensation for the 2021 fiscal year at the General Meetingof Shareholders of May 28, 2021.

●

fixed compensation for serving as Chairperson;●compensation for serving as a Director;

2021 fixed annual compensation●group welfare insurance and health insurance plans;●a supplementary pension plan.

On the proposal of the Appointments and Compensation
Committee and after deliberation by the Board of Directors
on March 24, 2021, the Board Chairperson's fixed annualcompensation for the 2021 fiscal year is maintained at€110,000, subject to approval by the Annual General Meeting
called to approve the financial statements for the 2020 fiscal
year, to be held on May 28, 2021.

Consistent with her non-executive role, and in line with market
practices in France, the Chairperson of the Board of Directors
does not receive any short-term annual variable compensationor any multi-year variable compensation and is not part of any
long-term incentive plan.
In accordance with the recommendations of the Afep-Medef
Code, the fixed compensation of the Chairperson of the Boardof Directors, a company officer, is reviewed periodically. It may
be subject to change according to changes in the company's
scope as well as market compensation trends so that it remains
competitive.
The Chairperson does not receive variable compensation in cash
or securities or any other compensation based on the performanceof the Company or Group.

Fixed annual compensation
The fixed annual compensation of the Chairperson of the Boardof Directors is determined in view of market studies and isawarded as payment for the responsibilities inherent to this typeof corporate office.
Accordingly, the following factors are taken into account in its
determination:●●●

responsibilities and duties specific to this corporate office, as
provided for by law and the internal regulations of the Boardof Directors, which notably involve ensuring that the Company
is properly governed and that its governance bodies (Board of
Directors and its Committees, General Meeting of Shareholders)function effectively;
the skills, experience, expertise, and professional profile of theholder of this position;market benchmarks on compensation awarded to a non-executive
chairperson in comparable companies of the healthcare market
in France.

2

Compensation for serving as a Director
As a Director, the Chairperson of the Board of Directors receives
compensation for this role. Details of this compensation (fixed
portion and variable portion) are described in section 2.4.2 below.

Benefits in kindGroup welfare insurance and health insurance plans
Since 2015, the Chairperson of the Board of Directors has beena beneficiary under the following plans, subject to the sameterms and conditions applicable to all employees of the Group's
French entities:●

an “incapacity, disability, or death” benefit plan;●

A supplementary health insurance plan.

Supplementary pension plan
In accordance with the decision of the Board of Directors on
March 27, 2018, the Chairperson of the Board of Directors iscovered by Guerbet S.A.'s funded supplementary pension plan(“Article 83”) starting in 2018, subject to the same conditions as
Guerbet's executives.

Other compensation components
The Chairperson of the Board of Directors does not have use of
a company car.
She will not receive severance pay if her corporate office isterminated.

The compensation policy may be changed during the term of thecorporate office and prior to its renewal if there is a significant
change in the company's scope and in the responsibilities entailed
by this position or if it diverges further away from the benchmark
market. In such specific situations, the nature of any adjustment to
the fixed compensation and the associated reasons are publicly
disclosed.

Guerbet  Universal Registration Document 202055

2

Corporate governanceCompensation of company officers

2.4.1.2 Compensation policy for the
Chief Executive Officer (executive
company officer)

Officer's total compensation and the evolution of the Company's
performance.
The structure of the Chief Executive Officer's compensation isbroken down as follows:

Compensation structure●

The Chief Executive Officer's compensation policy aims to strike abalance between long-term and short-term performance in order topromote the development of the company for all its stakeholders.

●●

As such, in order to safeguard their interests, the Company
endeavors to maintain consistency between the Chief Executive

1/3 fixed annual compensation, not subject to performance
conditions;
1/3 variable annual compensation, subject to performance
conditions;
1/3 multi-year variable compensation, subject to performance
conditions.

PERFORMANCE CONDITIONS

Present at the end of the vesting period
70% financial performance
30% CSR performance

33%

33%

MULTI-YEAR> Performance
shares66%

compensation subject
to performance
conditions

33%

ANNUAL> Fixedcompensation

33%

PERFORMANCE CONDITIONS

Implementation of current strategic plan
Commercial performance
Financial performance
Industrial performance
CSR performance

ANNUAL> Variable
compensation

Fixed annual compensation

Variable annual compensation

The Chief Executive Officer's fixed annual compensation is awarded
as payment for the responsibilities inherent to such a position.

Calculation

The following factors are among those considered:●●●

the level and complexity of the duties and responsibilities
attributed to this position;
the skills, experience, expertise, and professional profile of theholder of the position;market analyses and studies on the compensation awarded
to international executives in comparable companies of thehealthcare industry in France to ensure attractive, competitivecompensation levels.

For the 2020 fiscal year, the Chief Executive Officer's annual
fixed compensation was maintained at €469,500. On therecommendation of the Appointments and Compensation Committee,
the Board of Directors will propose maintaining this compensation
for the 2021 fiscal year at the General Meeting of Shareholdersof May 28, 2021.

Fixed annual compensation for 2021
On the proposal of the Appointments and Compensation
Committee and after deliberation by the Board of Directors
on March 24, 2021, the Chief Executive Officer's fixedannual compensation for the 2021 fiscal year is maintainedat €469,500, subject to approval by the Annual General
Meeting called to approve the financial statements for the2020 fiscal year, to be held on May 28, 2021.

The Chief Executive Officer's variable annual compensation isintended to encourage the achievement of the annual performance
objectives determined by the Board of Directors in line with theimplementation of the Company's strategy. Provided that all theapplicable objectives are achieved, this variable compensation
equals 100% of the fixed annual compensation. If the objectives
are exceeded, it may amount to a maximum of 150% of the fixedannual compensation.
Its calculation is based on quantitative and qualitative criteria thatcover Guerbet's short-term strategy and objectives, in particular the
implementation of the current strategic plan, Guerbet's financial,industrial, and commercial performance, as well as Corporate
Social Responsibility.
The financial performance objectives based on financial indicators
are determined in a specific manner on the basis of the budget
pre-approved by the Board of Directors and are subject to theperformance thresholds mentioned above.
The variable annual compensation is calculated and set by the
Board of Directors following the close of the fiscal year to which
it applies. On the recommendation of the Appointments andCompensation Committee, the Board of Directors determines thevarious objectives, their weightings, and the expected performancelevels. It thus sets:
●

●

●

56

compensation
without performance
conditions

Guerbet  Universal Registration Document 2020

the trigger threshold under which no variable compensation
is paid;the variable compensation target level, corresponding to theamount due when each objective is achieved; andthe criteria for assessing quantitative and qualitative performance.

Corporate governanceCompensation of company officers

Therefore:●●●

0% of the premium below a minimum threshold of achievementof the objectives;
100% of the premium is paid if the objectives are achieved;
150% of the premium may be paid if these objectives are
exceeded.

Payment condition
In accordance with French law, payment of the compensation is
subject to approval at the Ordinary General Meeting.

Appointment to or termination of office
If a new Chief Executive Officer is appointed or the existing Chief
Executive Officer's term of office is terminated during the course ofa year, the same principles as above will apply, on a proportional
basis by reference to the period during which the Chief Executive
Officer concerned actually holds office.

2021 Objectives
As in previous years, the Chief Executive Officer's 2021
variable compensation in 2021 will be based on quantitative,
financial (EBITDA, Net Cash Flow, etc.), non-financial (CSR)
and qualitative criteria in connection with the progress of key
projects for the Group's development.

Multi-year variable compensation

Compulsory holding period
Pursuant to the provisions of Article L. 225-197-1 of the French
Commercial Code, and as determined by the Board of Directors,
the Chief Executive Officer must keep 20% of the awarded sharesin registered form for their entire term of office.
In the event of retirement upon reaching the legal retirement age
before the end of the performance share vesting period, the Chief
Executive Officer continues to benefit from the performance shares
initially awarded but remains subject to the other conditions of thePlan, including performance conditions. In the event of a departurefrom the Group for reasons other than retirement, the Chief Executive
Officer loses the benefit of the awarded performance shares.

2

Welcome compensation
Welcome compensation may be granted to a new Chief Executive
Officer arriving from a company outside the Group. This is intended
to compensate for the loss of benefits previously enjoyed. This
compensation and its payment are disclosed in the Company's
annual report.
It may take several forms. In particular, it may be granted in theform of shares, 20% of which fully vested must be retained inregistered form until the end of the term of office.

Exceptional compensation
Exceptional compensation may also be awarded in exceptional
circumstances.

Objective
Since 2016, Guerbet's Board of Directors has included theawarding of performance shares in the Group's compensation
policy. The Board of Directors considers that this mechanism,
which also applies to other key positions within the Company, isparticularly suited to the position of Chief Executive Officer in viewof the role's expected level of direct contribution to the company's
medium- and long-term performance in line with the objectives
communicated to the market. The compensation helps to increase
the company officer's motivation and loyalty while aligning thecompany officer's interests with those of the Company's Shareholders
and its corporate interest.

System and conditions
Guerbet's multi-year compensation system currently consists solelyof the award of performance shares.
On the recommendation of the Appointment and Compensation
Committee, the Board of Directors defines the performance
conditions pertaining to compensation in performance shares for all
beneficiaries of Guerbet and its subsidiaries throughout the world.
Failure to meet the performance conditions over the assessment
period results in the loss of all or part of the initial award.

Benefits in kindGroup welfare insurance and health insurance plans
The Chief Executive Officer is a beneficiary under the following
plans, subject to the same terms and conditions applicable to all
employees of the Group's French entities:●

an “incapacity, disability, or death” benefit plan;●

A supplementary health insurance plan.

Pension commitments
The Chief Executive Officer is covered by a pension plan offeredpursuant to “Article 83”. This is a mandatory Group insurance policy
for the executive category, governed by the French insurance codeand in particular Article L. 141-1 et seq. It is a retirement savings
policy in accordance with Article 107 of Act No. 2010-1330
of November 9, 2010. Contributions are based on the annual
gross compensation of policyholders for the insurance period inquestion, limited to Social Security bracket C. The contribution
rate is exclusively employer-based. The employer contributionsof 4.5% are monthly. There are no tax charges associated withthe policies.

Awards are also subject to a condition of presence in the Group at
the end of the vesting period and entail an obligation for the Chief
Executive Officer to hold these shares until the end of the term ofoffice. On the proposal of the Appointments and Compensation
Committee, the Board of Directors validates the achievement of
the defined criteria at the end of the vesting period.

Guerbet  Universal Registration Document 202057

2

Corporate governanceCompensation of company officers

Unemployment insurance coverage
Guerbet has taken out a private unemployment insurance policy
with the French association of unemployment insurance for corporate
officers (Association pour la garantie sociale des chefs et dirigeantsd'entreprises – GSC). Under this policy, benefits would be payable
if the Chief Executive Officer were to lose this office.

Company car
The Chief Executive Officer has use of a company vehicle.

Legal and tax assistanceIf necessary, the Chief Executive Officer may receive assistancefor the preparation of personal tax returns with French and foreignauthorities (for example, US authorities).

Compensation for serving as a Director
A Chief Executive Officer who is also a Director receives
compensation for that role, including for participating in meetingsof the Board of Directors.
Currently, the Chief Executive Officer is not a Director and therefore
does not receive any compensation in this respect.

Termination compensation
The Chief Executive Officer does not receive any commitment fromthe Company regarding compensation or benefits owed due tothe termination or change of his office.

2.4.1.3 Compensation policy for the Deputy
Chief Executive Officer (Group Chief
Pharmacist)
Fixed annual compensation for the Deputy Chief
Executive Officer, Chief Pharmacist
The Deputy Chief Executive Officer receives “Chief Pharmacist”
compensation for serving as Chief Pharmacist for the Guerbet group.
The Appointments and Compensation Committee proposes to theBoard of Directors the amount of the Chief Pharmacist premiumfor the Deputy Chief Executive Officer, which is then submitted to
the General Meeting.

58

Guerbet  Universal Registration Document 2020

The Deputy Chief Executive Officer may also be an employee of
the Company with an employment contract for the position that
he holds. In that case, the Deputy Chief Executive Officer receives
fixed annual compensation and variable annual compensationaccording to the conditions in force for Group employees.

Compensation for 2021
On the proposal of the Appointments and Compensation
Committee and after deliberation by the Board of Directors on
March 24, 2021, the fixed annual compensation of the Deputy
Chief Executive Officer – Chief Pharmacist – for the 2021 fiscal
year is maintained at €11,500, subject to approval by the Annual
General Meeting called to approve the financial statements forthe 2020 fiscal year, to be held on May 28, 2021.

Multi-year variable compensation
The Deputy Chief Executive Officer does not receive multi-year
variable compensation.

Compensation for serving as a Director
A Deputy Chief Executive Officer who is also a Director receives
compensation for that role, including for participating in meetingsof the Board of Directors.
Currently, the Deputy Chief Executive Officer is not a Director andtherefore does not receive any compensation in this respect.

Termination compensation
The Deputy Chief Executive Officer does not receive any commitment
from the Company regarding compensation or benefits owed dueto the termination or change of his office.

Exceptional compensation
Exceptional compensation may also be awarded in exceptional
circumstances.

Other compensation components
The Deputy Chief Executive Officer does not receive any otherform of compensation for this office.

Corporate governanceCompensation of company officers

2.4.2

Compensation of the Chairperson of the Board of Directors,
Marie‑Claire Janailhac-Fritsch

2.4.2.1 Summary table of the compensation awarded to Marie-Claire Janailhac-Fritsch,
Chairperson of the Board of Directors
2020

2019

Compensation awarded for the fiscal year (including payroll taxes and benefits in kind)

117,416

117,569

Compensation for serving as a Director(1)48,00050,400165,416 (2)167,969(in €)TOTAL COMPENSATION

2(1) Given that Directors' compensation is considered investment income, it is not subject to payroll taxes.
(2) Amount proposed to the General Meeting of Shareholders of May 28, 2021, for a vote.

In 2020, the Chairperson of the Board of Directors donated 5% of her annual compensation (net fixed compensation and compensation
for serving as a Director) to the internal COVID-19 fund.

2.4.2.2 Detailed table of the compensation awarded to Marie-Claire Janailhac-Fritsch,
Chairperson of the Board of Directors
Amounts due for the fiscal year

Amounts paid during the year

2020

2019

2020

2019

Fixed compensation as Chairperson of the Board of Directors(including payroll taxes)

110,000

110,000

110,000

110,000

Compensation as a Director(1)48,00050,40050,40038,500

7,416

7,569

7,416

7,569

167,969

167,816

156,069(in €)

Benefits in kind

(2)

TOTAL COMPENSATION

165,416(3)(1) Given that Directors' compensation is considered investment income, it is not subject to payroll taxes.
(2) The Chairperson of the Board of Directors has health coverage and a welfare insurance policy. Contributions paid by Guerbet in 2020 totaled €2,466. She is also
covered by the “Article 83” funded pension plan. Contributions for 2020 totaled €4,950.
(3) Amount proposed to the General Meeting of Shareholders of May 28, 2021, for a vote.

Guerbet  Universal Registration Document 2020

59

2

60

Corporate governanceCompensation of company officers

2.4.2.3 Compensation components paid orawarded for the 2020 fiscal year
(ex post vote at the General Meetingof May 28, 2021)

of Directors and the Chief Executive Officer voluntarily decided to
pay 5% of their annual compensation (fixed annual compensationof the Chief Executive Officer). This fund supports employees inhardship and the implementation of specific Guerbet initiatives
in certain countries.

In the context of the COVID-19 crisis and at the suggestion of the
Chairperson of the Board of Directors and the Chief Executive
Officer, an internal COVID-19 a fund was created. On an
exceptional basis, all the Directors, the Chairperson of the Board

The Chairperson of the Board of Directors donated 5% of her
annual compensation (net fixed compensation and compensation
for serving as a Director) to the internal COVID-19 fund.

Amounts awarded forthe past fiscal year orbook valuation Comments

Compensation components
subject to a vote

Amounts paid
during the pastfiscal year

2020 fixed compensation€ 110,000€ 110,000 Section 2.4.1.1 “Compensation policy for the Chairpersonof the Board of Directors”.
The amount was determined based on:● responsibilities and duties specific to this corporate office,as provided for by law and the internal regulations of theBoard of Directors, which notably involve ensuring that theCompany is properly governed and that its governancebodies (Board of Directors and its Committees, General
Meeting of Shareholders) function effectively;● the skills, experience, expertise, and professional profile ofthe holder of this position;● market benchmarks on compensation awarded to a
non-executive chairperson in comparable companies of thehealthcare market in France. In the context of the COVID-19
crisis and at the suggestion of the Chairperson of the Boardof Directors and the Chief Executive Officer, an internal“COVID-19” fund was created. On an exceptional basis,
all the Directors, the Chairperson of the Board of Directors,
and the Chief Executive Officer voluntarily decided to pay
5% of their annual compensation (fixed annual compensationof the Chief Executive Officer). This fund supports employees
in hardship and the implementation of specific Guerbet
initiatives in certain countries.

Directorship compensation€ 50,400€ 48,000 Section 2.4.5 “Compensation of the Directors”.
The compensation of the Directors consists of a fixed portion
and a variable portion. The variable portion is the main partof the Directors' compensation.

Benefits of all kinds Welfare and Mutual Health
Insurance€ 2,466€ 2,466 Section 2.4.1.1 “Compensation policy for the Chairpersonof the Board of Directors”.
Contributions paid by Guerbet for mutual health insurance andwelfare insurance. The Chairperson has health coverage anda welfare insurance policy, taken out by Guerbet under thesame conditions as for Guerbet employees. The contributions
paid by Guerbet totaled €2,466 in 2020, of which €1,217
for welfare insurance and €1,249 for mutual health insurance.

Benefits of all kinds Supplementary pension€ 4,950€ 4,950 Section 2.4.1.1 ”Compensation policy for the Chairpersonof the Board of Directors”.
Marie-Claire Janailhac-Fritsch is covered by the “Article 83”
funded pension plan, a mandatory Group insurance policy forthe executive category. Contributions for 2020 totaled €4,950.

Guerbet  Universal Registration Document 2020

Corporate governanceCompensation of company officers

2.4.2.4 Summary of benefits of the Chairperson of the Board of Directors
TABLE 11 ACCORDING TO THE RECOMMENDATIONS OF THE AFEP-MEDEF CODE AND ACCORDING TO AMF POSITION-RECOMMENDATION
NO. 2009-16

Chairperson of the Board of
Directors

Employment
contract
Yes

Supplementary
pension plan
No

Yes

X

X

Marie-Claire Janailhac-Fritsch

Compensation or benefits
due or liable to be due
following a termination orchange of duties

No

Yes

Compensation relating toa non-compete clause

No

Yes

No

X

X

Start of term: May 27, 2011, reappointed on May 19, 2017.
Expiration date: at the end of the 2023 General Meeting called to approve the 2022 financial statements.

2.4.3

2

Compensation of the Chief Executive Officer, David Hale

2.4.3.1 Summary of compensation awarded to the Chief Executive Officer, David Hale2020

(in €)

Compensation due for the fiscal year (including payroll taxes)

932,678(1)Multi-year compensation:●

Value of performance shares awarded during the fiscal year●

Value of performance shares awarded previously●

Value of performance shares distributed during the fiscal year

– (2)

–

TOTAL

932,678(1) Including the variable annual compensation to be submitted to the General Meeting of Shareholders of May 29, 2021, for a vote.
(2) Given the COVID crisis, the Chief Executive Officer exceptionally decided to forgo his 2020 multi-year compensation.

The Chief Executive Officer donated 5% of his net fixed annual compensation to the internal COVID-19 fund.

2.4.3.2 Details of compensation awarded to the Chief Executive Officer, David HaleAmounts due forthe fiscal year

Amounts paid
during the year

2020

2020

Fixed compensation (including payroll taxes)

469,500

469,500

Variable compensation (including payroll taxes)

406,731(1)

0

–

–

Benefits in kind (2)56,44756,447TOTAL COMPENSATION

932,678

525,947(in €)

Exceptional compensation (including payroll taxes)(1) Gross amount subject to a vote at the General Meeting of Shareholders of May 28, 2021.
(2) David Hale received €56,447 in benefits in kind in 2020. These benefits comprise:– the same supplementary health and death insurance system as Group employees in France: €1,720;– the same welfare insurance and health insurance plan as Group employees in France: € 4,422;– GSC unemployment insurance: € 29,799;– a company car: € 5,697;– the “Article 83” funded pension plan: €14,808.

The Chief Executive Officer donated 5% of his net fixed annual compensation to the internal COVID-19 fund.

Guerbet  Universal Registration Document 202061

2

Corporate governanceCompensation of company officers

2.4.3.3	Performance shares awarded to theChief Executive Officer during the2020 fiscal year
At the Board of Directors meeting of December 16, 2020, theChief Executive Officer informed the Board that in view of the
impacts of the COVID-19 crisis on the Guerbet group's financial
situation, he decided to forgo the Company's payment of his
multi-year variable compensation for the 2020 fiscal year. As aresult, no performance shares were awarded for his role as Chief
Executive Officer.

2.4.3.4 Compensation components paid orawarded for the 2020 fiscal year
(ex post vote at the General Meetingof May 28, 2021)
In the context of the COVID-19 crisis and at the suggestion of the
Chairperson of the Board of Directors and the Chief Executive
Officer, an internal “COVID-19” fund was created. On an
exceptional basis, all the Directors, the Chairperson of the Boardof Directors and the Chief Executive Officer voluntarily decided to
pay 5% of their annual compensation (fixed annual compensationof the Chief Executive Officer). This fund supports employees inhardship and the implementation of specific Guerbet initiatives
in certain countries.
The Chief Executive Officer donated 5% of his net fixed annualcompensation to the internal COVID-19 fund.

Compensation components
subject to a vote

Fixed compensation

Annual variable
compensation

62

Amounts paid
during the pastfiscal year

Amounts awarded forthe past fiscal year orbook valuation Comments€469,500€469,500 Section 2.4.1.2 “Compensation policy for the Chief Executive
Officer”.
The following factors are considered in determining his fixedcompensation:● the level and complexity of the duties and responsibilities
attributed to this position;● the skills, experience, expertise, and professional profile ofthe holder of the position;● market analyses and studies on the compensation awarded
to international executives in comparable companies of thehealthcare industry in France to ensure attractive, competitivecompensation levels. In the context of the COVID-19 crisis
and at the suggestion of the Chairperson of the Boardof Directors and the Chief Executive Officer, an internal
COVID-19 a fund was created. On an exceptional basis,
all the Directors, the Chairperson of the Board of Directors
and the Chief Executive Officer voluntarily decided to pay
5% of their annual compensation (fixed annual compensationof the Chief Executive Officer). This fund supports employees
in hardship and the implementation of specific Guerbet
initiatives in certain countries.

€0€406,731 Section 2.4.1.2 “Compensation policy for the Chief Executive
Officer”.
The variable compensation for 2020 was based on quantitative
criteria (gross margin, EBITDA, free cash flow, several CSR
criteria) and qualitative criteria (progress on projects related
to the integration of acquisitions and progress on businessdevelopment and licensing projects). These criteria werealigned with the Company's objectives.
For confidentiality reasons, the level of achievement required
for the quantitative criteria and the details of the qualitative
criteria, although pre-established precisely, cannot be disclosed.

Guerbet  Universal Registration Document 2020

Corporate governanceCompensation of company officers

Amounts paid
during the pastfiscal year

Compensation components
subject to a vote

Amounts awarded forthe past fiscal year orbook valuation Comments

Multi-year variable
compensation€0€0 Section 2.4.1.2 “Compensation policy for the Chief Executive
Officer”.
Performance shares that became fully vested in 2020.
The Chief Executive Officer received no award of performance
shares during the fiscal year for the reasons mentioned in
section 2.4.3.3.

Benefits of any kind

€56,447€56,447 Section 2.4.1.2 “Compensation policy for the Chief Executive
Officer”.
David Hale received €56,447 in benefits in kind in 2020.
These benefits comprise:● the same supplementary health and death insurance system
as Group employees in France: €1,720;● the same welfare insurance and health insurance plan asGroup employees in France: €4,422;● GSC unemployment insurance: €29,798;● a company car: €5,696;● a supplementary pension.
David Hale was covered by the “Article 83” funded pension
plan, a mandatory Group insurance policy for the executive
category.
Contributions are based on the annual gross compensationof policyholders for the insurance period in question, limited
to Social Security bracket C. The monthly contribution rateis exclusively employer-based and is equal to 4.5% of themonthly compensation. There are no tax charges associatedwith the policies. Contributions for 2020 totaled €14,808.

2

2.4.3.5 Summary table of benefits of the Chief Executive Officer
TABLE 11 ACCORDING TO THE RECOMMENDATIONS OF THE AFEP-MEDEF CODE AND ACCORDING TO AMF POSITION-RECOMMENDATION
NO. 2009-16

Employment contract
Chief Executive Officer

YesDavid Hale

Compensation or benefits due
or liable to be due following atermination or change of duties

Supplementary
pension plan

No

Yes

X

X

No

Yes

No

X

Compensation relating to a
non-compete clause
Yes

No

X

Start of term: January 1, 2020.

Guerbet  Universal Registration Document 2020

632

Corporate governanceCompensation of company officers

2.4.3.6 Compensation of the outgoing Chief Executive Officer, Yves L'Épine
Yves L'Épine's term of office ended on December 31, 2019. However, he received his variable annual compensation for 2019 in
2020, following the assessment of his objectives by the Board of Directors. This compensation was submitted to the General Meetingof Shareholders of May 29, 2020, for a vote.
(in €)

Compensation due for the fiscal year (including payroll taxes)

2020

2019

313,000(1)1,292,483(1) Including only the variable annual compensation that was submitted to the General Meeting of Shareholders of May 29, 2020, for a vote.

Compensation components
subject to a vote

Annual variable
compensation

2.4.4

Amounts paid
during the pastfiscal year

Amounts awarded forthe past fiscal year orbook valuation Comments€313,000€0 Section 2.4.1.2 “Compensation policy for the Chief Executive
Officer”.
The variable compensation for 2020 was based on quantitative
criteria (gross margin, EBITDA, free cash flow, several CSR
criteria) and qualitative criteria (progress on projects related
to the integration of acquisitions and progress on businessdevelopment and licensing projects). These criteria werealigned with the Company's objectives.
For confidentiality reasons, the level of achievement required
for the quantitative criteria and the details of the qualitative
criteria, although pre-established precisely, cannot be disclosed.
● On the proposal of the Board of Directors, the outgoing
Chief Executive Officer's compensation was approved by
the General Meeting of May 29, 2020. Yves L'Épine's
variable compensation for 2019 was paid during fiscal
year 2020.
● No fixed compensation components were awarded to him
during the 2020 fiscal year due to the end of his term ofoffice as of December 31, 2019.

Compensation of the Deputy CEO, Pierre André

The information relating to Pierre André's compensation described inthis section 2.4.4 details the components received for his corporate
office, described in section 2.4.1.3 “Compensation policy for
the Deputy Chief Executive Officer (Group Chief Pharmacist)”.

He receives compensation (annual fixed, annual variable) for his
position as Quality Director for the Guerbet group as a salaried
employee. Given that these types of compensation are received
under his employment contract, and not for his corporate office,they are not detailed in the tables below.

2.4.4.1 Summary table of the compensation awarded to Pierre André, Deputy CEO
2020

2019

Compensation for corporate office held (including payroll taxes)

11,50011,500

Value of performance shares distributed during the fiscal year

25,586–

TOTAL

37,086

11,500(in €)

64

Guerbet  Universal Registration Document 2020

Corporate governanceCompensation of company officers

2.4.4.2 Detailed table of the compensation awarded to Pierre André, Deputy CEO
Amounts due for the fiscal year

Amounts paid during the year

2020

2019

2020

2019

Compensation for corporate office held(including payroll taxes)

11,50011,50011,50011,500TOTAL COMPENSATION

11,50011,50011,50011,500(in €)

2.4.4.3 Compensation components paid or awarded for the 2020 fiscal year
(ex post vote at the General Meeting of May 28, 2021)

Compensation components
subject to a voteCompensation awarded forhis position as Deputy Chief
Executive Officer (Chief
Pharmacist)

Amounts paid
during the pastfiscal year

2

Amounts awarded forthe past fiscal year orbook valuation Comments€11,500€11,500 Section 2.4.1.3 “Compensation policy for the Deputy Chief
Executive Officer (Group Chief Pharmacist)”.
The Deputy Chief Executive Officer receives a “Chief
Pharmacist” bonus for his responsibility as Chief Pharmacist
for the Guerbet group. On the proposal of the Appointment
and Compensation Committee, the gross Chief Pharmacist
premium for the Deputy Chief Executive Officer was stipulated
as €11,500 for 2020. On the proposal of the Appointments
and Compensation Committee, the Board of Directors willsubmit for approval by the General Meeting a resolution thatthe same bonus be awarded for 2021.

2.4.4.4 Summary table of benefits of the Deputy Chief Executive Officer
TABLE 11 ACCORDING TO THE RECOMMENDATIONS OF THE AFEP-MEDEF CODE AND ACCORDING TO AMF POSITION-RECOMMENDATION
NO. 2009-16

Deputy Chief Executive
Officer

Pierre André

Employment contract
Yes

X

No

Supplementary
pension plan
Yes

X

No

Compensation or benefits
due or liable to be due
following a termination orchange of duties
Yes

Compensation relating to a
non-compete clause

No

X

Yes

No

X

Start of term: June 1, 2016.

Guerbet  Universal Registration Document 2020

65

2

Corporate governanceCompensation of company officers

2.4.5

Compensation of the Directors

The compensation policy aims to compensate Directors for theircommitment to corporate governance. It incorporates an identical
fixed share for all Directors and a variable share according tomeeting attendance criteria.

to the Directors for the 2020 fiscal year for a maximum total amountof €300,000, composed of a fixed portion and a predominantvariable portion calculated according to the participation of eachmember in Committee meetings.

As for company officers, changes in the compensation of Directors
are decided in accordance with the labor and compensation
policy applicable to all employees.

The Chairpersons of each of the Committees receive an additionalvariable portion, justified by the workload and additional
responsibility that this function entails.

At the General Meeting scheduled for May 28, 2021, theShareholders will be asked to approve the award of compensation

Isabelle Raynal and Jean-Sébastien Raynaud, Directors representing
the employees, do not receive compensation.

AMOUNT OF COMPENSATION FOR SERVING AS A DIRECTOR TO BE DISTRIBUTED FOR 2020

Director

Annual fixed portion

Variable portion

Net total

Marie-Claire Janailhac-Fritsch€6,000€42,000€48,000

Marion Barbier€6,000€21,600€27,600

Mark Fouquet€6,000€25,200€31,200

Éric Guerbet€6,000€19,200€25,200

Didier Izabel€6,000€37,200€43,200

Claire Massiot-Jouault€6,000€25,200€31,200

Céline Lamort€6,000€16,800€22,800

Nicolas Louvet€6,000€21,600€27,600

Isabelle Raynal

€0

€0

€0

Jean-Sébastien Raynaud

€0

€0

€0

Thibault Viort€6,000€30,000€36,000

TOTAL€54,000€238,800€292,800

In the context of the COVID-19 crisis and at the suggestion of the
Chairperson of the Board of Directors and the Chief Executive
Officer, an internal COVID-19 a fund was created. It consisted of
5% of the compensation of the Directors, 5% of the compensationof the Chairperson of the Board of Directors, and 5% of the fixedannual compensation of the Chief Executive Officer. All thesecontributions were made on a voluntary basis.

2.4.6

Equity ratios

2.4.6.1 Data used
The data used in determining the ratios calculated on the averageand median salary include the following items: salary (including
raises for continued service and long-service awards) + objective
bonus paid (year N-1) + benefits in kind + compensation for
the activity of Directors + performance shares for officers and

66

The fund is intended to be used to support employees suffering
serious financial difficulties due to the pandemic or to support
Guerbet's national initiatives, such as the implementation of ahomework assistance solution for the children of employees inFrance.

Guerbet  Universal Registration Document 2020

employees. All items are in gross amounts. For employees whojoined during the year and for part-time employees, the grossamounts have been adjusted to 100%.
Population: employees on a permanent contract with Guerbet
S.A., excluding employees whose 100% gross salary is lessthan €18,000 (e.g., long-term illness or suspension of activity).

Corporate governanceCompensation of company officers

2.4.6.2 Ratio calculated on average wages
Year

2020

2019

2018

2017

2016

Chief Executive Officer (Yves L'Épine)

5.17

17.83

21.14

14.94

17.87

Chief Executive Officer (David Hale)

8.68

–

–

–

–

Chairperson of the Board of Directors

2.77

2.66

2.05

2.12

1.93

Deputy Chief Executive Officer(2016–2019) (1)

0.61

0.20

0.93

0.21

0.21

Deputy Chief Executive Officer(2015–2016)

–

–

–

–

0.10

2

(1) For the Deputy Chief Executive Officer, his compensation for his corporate office of €11,500 and his variable multi-year compensation are included.

Chief Executive Officer: the change in Mr. L'Épine's ratio in 2020
(5.17) compared with 2019 (17.83) is explained by the paymentof his variable compensation in 2020 for 2019 only, since histerm ended on December 31, 2019. For Mr. Hale, only his fixedannual compensation was paid in 2020.

Deputy Chief Executive Officer: the change in the ratio in 2020
(0.61) compared with 2019 is explained by the distribution of
performance shares in 2020. In 2019, no performance shareswere distributed, which explains the change compared with2020 and 2018.

Chairperson of the Board of Directors: the change in the ratio in2020 (2.77) is explained by an increase in the compensation
for her role as a Director, as the activity of the Board and theCommittees increased by more than 20% in 2020.

2.4.6.3 Ratio calculated on median wages
Year

2020

2019

2018

2017

2016

Chief Executive Officer (Yves L'Épine)

6.31

21.87

26.54

17.84

22.01

Chief Executive Officer (David Hale)

10.60

–

–

–

–

Chairperson of the Board of Directors

3.38

3.26

2.57

2.53

2.38

Deputy Chief Executive Officer(2016–2019) (1)

0.75

0.24

1.17

0.25

0.26

Deputy Chief Executive Officer(2015–2016)

–

–

–

–

0.13

(1) For the Deputy Chief Executive Officer, his compensation for his corporate office of €11,500 and his variable multi-year compensation are included.

Chief Executive Officer: the change in Mr. L'Épine's ratio in 2020
(6.31) compared with 2019 (21.87) is explained by the paymentof his variable compensation in 2020 for 2019 only, since histerm ended on December 31, 2019. For Mr. Hale, only his fixedannual compensation was paid in 2020.

Deputy Chief Executive Officer: the change in the ratio in 2020
(0.75) compared with 2019 (0.24) is explained by the distributionof performance shares in 2020. In 2019, no performance shareswere distributed, which explains the change compared with2020 and 2018.

Chairperson of the Board of Directors: the change in the ratio in2020 (3.38) is explained by an increase in the compensation
for her role as a Director, as the activity of the Board and theCommittees increased by more than 20% in 2020.

Guerbet  Universal Registration Document 2020672

Corporate governanceCompensation of company officers

2.4.7

Annual changes in compensation and company performance
2020

2019

2018

2017

2016

Rate of change

Rate of change

Rate of change

Rate of change

Rate of changeDavid HaleNS*

Yves L'Épine-70.0%-16.3%

51.1%-15.9%

52.9%

Marie-Claire
Janailhac-Fritsch

7.6%

28.8%

3.2%

10.1%

24.4%

Pierre André (1)222.5%

79.0%

376.2%–%NS*

Marion Barbier

20.0%

-7.7%

2.0%

8.5%

-6.0%

Mark Fouquet

15.4%

0.0%

2.0%

15.9%

–%

Éric Guerbet

6.7%

NS*

Didier Izabel

15.2%

-6.3%

8.1%

25.4%

36.2%

Céline Lamort-21.7%

-4.2%

11.6%

7.5%

NS*

Nicolas Louvet

15.0%

6.7%

NS*

Claire Massiot-Jouault

15.6%

0.0%

3.8%

23.8%

-4.5%

Thibault Viort

36.5%

NS*
NS*

-2.2%

Jean-Jacques Bertrand(term expired)
Brigitte Gayet (2)(term expired)-50.0%

Christian Louvet(term expired)

NS*

4.5%

6.8%

0.5%

2.9%

1.6%

1.5%

3.7%

-0.5%

- 9.7%- 8.0%- 14.9%

22.4%

20.3%

Revenue- 12.8%+ 3.5%- 2.2%

4.0%

58.7%

Operating result- 20.1%- 26.1%- 11.7%45.1%- 6.9%NET INCOME- 52.5%- 19.7%

1.3%

59.8%

- 26.3%(3)

Guerbet SA – Average

3.4%

-0.7%

Guerbet SA – Median(3)3.7%

EBITDA

Comments:
The Directors representing the employees, who do not receive compensation for this office, are not included in this table.
Amounts paid: Annual gross (including fixed + variable compensation + Directors' compensation + benefits in kind + exceptional compensation + miscellaneous bonuses+ overtime, etc.).
(1) Pierre André was appointed Deputy CEO on June 1, 2016. His compensation of €11,500 for his corporate office as well as his variable multi-year compensation
are included.
(2) End of term of office: June 30, 2016.
(3) Selected population: Permanent employees of Guerbet S.A. who are part of the workforce on December 31 of each year. Excluding expatriate employees,
employees whose gross annual salary is less than €18K (long-term illness, suspension of activity).
* NS: not significant.

68

Guerbet  Universal Registration Document 2020

Corporate governanceCompensation of company officers

Chief Executive Officer: not significant; this is Mr. Hale's first year
as Chief Executive Officer.
In 2020, Mr. L'Épine's compensation includes only his variable
compensation for 2019, which explains the negative rate ofchange of 70%.
Chairperson of the Board of Directors: the change in the annualcompensation of the Chairperson of the Board is explained by therevision of fixed compensation for this role every three years asrecommended by the Afep-Medef Code as well as by fluctuationsin the activity on the Board and the Committees from year to year.
Deputy Chief Executive Officer: between 2019 and 2020, thedecrease in the Chief Pharmacist's compensation is explained by
the distribution of shares valued at €25,586, decreasing the total

2.4.8

compensation from €11,500 in 2019 to €37,086 in 2020.
No shares were distributed in 2019 for the Deputy CEO/Chief
Pharmacist.
In 2020, there was a distribution of shares that had the effectof increasing the average compensation compared with 2019
for an overall amount of €487,000 in 2020, bringing the
average salary to €60,581 compared with €59,822 (without
the distribution of shares). By way of comparison, the averagesalary in 2019 was €58,592.
Between 2019 and 2020, the increase in the median of Guerbet
salaries is explained by the compensation structure that changed
between 2019 and 2020 due to the arrival of new employees
hired at above the median.

2

Commitments made to company officers on assuming, changing
or terminating their duties

Not applicable.

2.4.9

Stock option and performance share plans for company officers

2.4.9.1	Options awarded in 2020
N/A.

2.4.9.3	Options not exercised at December
31, 2020
N/A.

2.4.9.2	Options exercised in 2020
N/A.

Guerbet  Universal Registration Document 202069

2

Corporate governanceCompensation of company officers

2.4.9.4	Award and distribution of performance shares to executive company officers
Details of the performance sharesawarded to executive company officers

2016 plan

2016 plan (2)2019 plan

May 27, 2016

May 27, 2016

May 28, 2018

Date of Board of Directors' meeting

September 27, 2016

November 8, 2016

March 26, 2019

Share award date

September 28, 2016

December 1, 2016, toNovember 30, 2018

July 1, 2019

Distribution date

September 28, 2018

December 1, 2018, toNovember 30, 2020

July 1, 2022

25

800

8

732

September 28, 2018

December 1, 2018

Date of General Meeting2016 fiscal year
Total number of performance shares awarded to company
officers under each of the plans:●

Pierre André2017 fiscal year
No shares awarded
No shares distributed2018 fiscal year
Total number of performance shares distributed to company
officers under each of the plans:●

Pierre André●

Share distribution date

Total number of performance shares awarded to company
officers under each of the plans:●

Pierre André●

Share distribution date

800
March 1, 20182019 fiscal year
No shares distributed
Total number of performance shares awarded to company
officers under each of the plans:●

Pierre André●

Share award date

800
July 1, 20192020 fiscal year
Total number of performance shares distributed to company
officers under each of the plans:●

Pierre André●

Share distribution date

No shares awarded70

Guerbet  Universal Registration Document 2020

773
March 1, 2020

Corporate governanceExceptions to the Afep-Medef Code

2.5

EXCEPTIONS TO THE AFEP-MEDEF CODE

In accordance with Article L. 225-37-4-8° of the French Commercial Code, the table below lists the Afep-Medef Code's provisions thathave not been adopted and the reasons why.
Theme

Afep-Medef Code

Guerbet situation/Comments

Directors' terms of office

Limitation of theterm of officeof Directors, inaccordance withthe articles ofassociation, to four
years
Article 13 of the
Afep-Medef CodeThe members of the Board have been appointed for a six-year term, in
accordance with the law and the articles of association. Note that theAfep-Medef Code's recommendation that Directors' terms of office should
last for four years has not been adopted.
The Company strives to meet the criteria of the Afep-Medef Code wheneverthis is compatible with its organizational structure and operating procedures.
However, due to the Company's size, its capital-intensive nature, and theBoard's desire to adopt a long-term perspective while drawing on pastexperience, it has decided not to follow this recommendation.

Composition of the Audit Committee Two-thirds of theBoard's members
should be
independent
Article 15 of the
Afep-Medef CodeNote that the Board of Directors' Internal Regulations, setting the minimum
number of independent members of the Audit Committee at one-half, deviate
from the Afep-Medef Code's recommendation that at least two-thirds of
the Committee members should be Independent Directors. This Committee
composition rule was introduced due to the majority proportion of members
representing the Shareholder Agreement on the Board.

Combination of corporate office and Termination of
employment contract
employment
contract if a
corporate office is
held
Article 22 of the
Afep-Medef CodeDuring the first year of his term as Chief Executive Officer, David Hale's
employment contract as Chief Commercial Officer was maintained andended on January 1, 2021, by resignation. When an employee becomes
chief executive officer of the company, the Afep-Medef Code recommends
ending his or her employment contract with the Company or a Group
company either by conventional termination or by resignation. Nevertheless,for the first year of his term of office and in order to allow him to receive
unemployment benefits in the event that he were dismissed within the first
12 months of his term (GSC waiting period), it was decided to maintainhis employment contract. This situation ceased on January 1, 2021.

Meeting of the Board of Directors

Meeting of theBoard of Directors
not attended by
the Chief Executive
Officer
Article 11.3 of the
Afep-Medef CodeDuring the 2020 fiscal year, no meetings of the Board of Directors were
held without the Chief Executive Officer in attendance. The Afep-Medef
Code recommends that at least one meeting be held each year without
the executive corporate officers in attendance. Nevertheless, in view of therecent appointment of the Chief Executive Officer (January 1, 2020) andconsidering the COVID-19 crisis that he had to manage, it was decided tohold all Board meetings in his presence in order to ensure that the Boardof Directors is constantly informed about the management of this crisis.

Compensation Committee

Presence ofa Director
representing theemployees on theCompensation
Committee
Article 18.1 of the
Afep-Medef CodeTo date, the Company's Appointments and Compensation Committee does
not include a Director representing the employees. The Afep-Medef Coderecommends that an Employee Director be a member of this committee.
Nevertheless, a review of the members of the various Committees will be
conducted during the 2021 fiscal year, and this recommendation will betaken into account as part of the review.

Guerbet  Universal Registration Document 2020

2

71

2
2.6

Corporate governanceAgreements referred to in Article L. 225-37-4-2° of the French Commercial Code

AGREEMENTS REFERRED TO IN ARTICLE L. 225-37-4-2°
OF THE FRENCH COMMERCIAL CODE

Agreement between Yves L'Épine and Guerbet following the decisionof the Company's Board of Directors of December 18, 2019, toend his term of office as Chief Executive Officer:●●

By this agreement, in consideration of mutual concessions
granted on both sides, each of the parties waives any current or
future demand, claim, or action whatsoever in direct or indirectconnection with Yves L'Épine's term of office as the Company's
Chief Executive Officer, or one of his terms of office in a subsidiaryof the Company (including compensation components withrespect to these terms of office), and waives all other previous
agreements existing between the parties.
This agreement provides for the payment by the Company toYves L'Épine, between January 1 and 15, 2020, of a fixed,
overall and final compensation settlement (within the meaning of
Articles 2044 et seq. of the French civil code), in full payment,
equal to a gross amount of €1,100,000 before any deductions.

2.7

●

●

This agreement was entered into in the interests of the Company,
in particular because it includes a commitment by Yves L'Épine(as a concession in connection with the settlement covered by
the agreement) not to compete with the Company (on the basisof a list of identified companies) or to recruit any of the Group's
employees for two years.
This agreement was authorized by the Board of Directors on
December 18, 2019. This authorization given by the Board of
Directors was motivated by the need to avoid the risks, costs andtime involved in legal proceedings threatened by Mr. L'Épine,
and the possible publicity surrounding such proceedings, thereby
explaining the interest for the Company of the commitments, inparticular financial commitments, made by the Company, as
recalled above.

During the 2020 fiscal year, Guerbet paid €1,100,000 for thecompensation settlement mentioned above.

DELEGATIONS OF AUTHORITY REGARDING CAPITAL INCREASESA summary of the current delegations of authority granted by the General Meeting of Shareholders with regard to capital increases,
pursuant to Articles L. 225-129-1 and L. 225-129-2, and showing the use of these delegations during the 2020 fiscal year, is provided
in section 3.6.11.

72

Guerbet  Universal Registration Document 2020

Corporate governance
Provisions in the articles of association relating to General Meetings of Shareholders

2.8

PROVISIONS IN THE ARTICLES OF ASSOCIATION RELATING TO
GENERAL MEETINGS OF SHAREHOLDERS

There are no specific statutory provisions in relation to theparticipation of Shareholders in General Meetings. General
Meetings are convened and held and resolutions are adopted inaccordance with the conditions set by law. However, a double
voting right is granted to shares that have been in registered forat least two years.

The General Meeting, deliberating under the quorum and majority
conditions required for Extraordinary General Meetings, has soleauthority to decide on amendments to the articles of association.
The Company's articles pertaining to General Meetings are as
follows:

ARTICLE 19 – NOTICES OF MEETINGS – MEETINGS – ACCESS TO GENERAL MEETINGS
Shareholders' Meetings are called under the conditions set by law.
They are held at the registered office or in any other location
indicated in the notice of meeting.
Any Shareholder who can prove their capacity as such is entitled,
regardless of the number of shares that they own, to attend Meetingsand participate in the deliberations, in person or by proxy, or tovote by post, under the applicable legal and regulatory conditions.
However, to exercise this right, either the shares must be held in aregistered account, by the Shareholder or a registered intermediary,
as referred to in Article L. 228-1 of the French Commercial Code, or2

a certificate of registration in the account of an authorized financial
intermediary attesting to the unavailability of shares held in bearer
form must be deposited, at the locations indicated in the noticeof meeting, at least three (3) days before the General Meeting.
Note that any Shareholder may also participate in General Meetingsby videoconference call or using electronic telecommunication
or remote transmission media, subject to the qualifications andconditions set by the current laws and regulations, if this is permitted
by the Board of Directors when the General Meeting in questionis called. Such a Shareholder shall be deemed to be present at
this Meeting for the calculation of the quorum and the majority.

ARTICLE 20 – VOTING RIGHTThe voting rights attached to shares are proportional to the percentageof the share capital that they represent, except in cases where
shares are disqualified for voting purposes as provided for by law.
However, a double voting right shall be awarded to Shareholders
for all fully paid-up shares that they have held registered in theirname for at least two years, on presentation of proof.
In the event of a capital increase through the capitalization ofreserves, profits or issue premiums, this double voting right shallbe granted upon issuance of the new free shares to Shareholders
based on the existing shares for which they already enjoy this right.
The voting right belongs to the beneficial owner in ordinary
general meetings and to the bare owner in extraordinary general
meetings, with the exception of shares that are the subject of acollective holding commitment subscribed for the application of
Article 787-B of the French general tax code and are a gift with
beneficial ownership. In that case, the beneficial owner's voting
right is limited to decisions concerning the allocation of profits.

ARTICLE 21 – COMPETENCE – QUORUM – MAJORITY FOR GENERAL MEETINGS
The competence of the ordinary and extraordinary general meetings
is the competence provided for by law.
The Ordinary General Meeting deliberates validly only if the
Shareholders present or represented or having voted by post
hold at least, as of the first notice of meeting, one-fifth of theshares having a voting right; on the second notice of meeting,no quorum is required.
The Extraordinary General Meeting deliberates validly only if
the Shareholders present or represented or having voted by post

hold at least, as of the first notice of meeting, one-fourth or, asof the second notice of meeting, one-fifth of the shares having avoting right.
The Ordinary General Meeting rules by a majority of the votes of
the Shareholders present, represented or having voted by post.
The Extraordinary General Meeting rules by a two-thirds majorityof the votes of the Shareholders present, represented or having
voted by post.

Guerbet  Universal Registration Document 202073

2

Corporate governanceFactors that could have an impact in the event of a takeover or exchange offer referred to in Article L. 225-37-5 of the Frenchcommercial code

2.9

FACTORS THAT COULD HAVE AN IMPACT IN THE EVENTOF A TAKEOVER OR EXCHANGE OFFER REFERRED TO IN
ARTICLE L. 225-37-5 OF THE FRENCH COMMERCIAL CODE

Information that could have an impact in the event of a takeover or exchange offer must be included in the corporate governance reportin accordance with Article L. 225-37-5 of the French Commercial Code. The table below indicates the section that readers should referto, for each type of information.

Type of information

1° The Company's capital structure.

Section of the Universal
Registration Document

Guerbet and its Shareholders – 3.3

2° The restrictions in the articles of association on the exercise of voting rights andtransfers of shares or the clauses of agreements brought to the attention of theCompany pursuant to Article L. 233-11.
There are no such restrictions in Guerbet's articles of association. The provisions of thearticles of association relating to General Meetings are set out in this Document.
A Shareholder Agreement is in force.
3° Direct or indirect holdings in the Company's capital of which it is aware pursuant
to Articles L. 233-7 and L. 233-12.

Corporate governance – 2.8 and
Guerbet and its Shareholders– 3.6.1
Guerbet and its Shareholders– 3.6.44° The list of holders of any share with special control rights and a description of suchrights.
There are no such shares in Guerbet's capital.

N/A

5° Control mechanisms provided for in a potential employee shareholding system whencontrol rights are not exercised by the employees.

Guerbet and its Shareholders– 3.6.3

6° Shareholder agreements of which the Company is aware and which may result in
restrictions on the transfer of shares and the exercise of voting rights.

Guerbet and its Shareholders– 3.6.1

7° Rules applicable to the appointment and replacement of members of the Board of
Directors and to amendments to the Company's articles of association.

Corporate governance – 2.2

8° The powers of the Board of Directors, in particular with regard to share issuance orbuybacks.

Guerbet and its Shareholders– 3.6.109° Agreements entered into by the Company that are amended or terminated in the eventof a change in the Company’s control, except where such disclosure could cause
serious harm to its interests, apart from cases of legal obligation of disclosure.
The Group's financing contracts contain change of control clauses.

N/A

10° Agreements providing for the payment of compensation to members of the Board of
Directors or employees in the event of their resignation or dismissal without real andserious cause or if their employment were to be terminated as a result of a publicbuyout or exchange offer.
No such agreement exists.

74

Guerbet  Universal Registration Document 2020

N/A

3

CAPITAL andshareholding structure

3.1 STOCK MARKET DATA

76

3.6.1 Shareholder Agreement

3.2 RELATIONS WITH THE
FINANCIAL COMMUNITY

77

3.2.1 2021 financial calendar

77

3.3 DISTRIBUTED DIVIDENDS

77

3.3.1 Dividends paid over the past three

years77

3.4 SHAREHOLDING STRUCTURE
3.4.1 Breakdown of capital

3.6 ADDITIONAL INFORMATIONABOUT THE CAPITAL

78
78

3.4.2 Change in the breakdown of the sharecapital and voting rights over the last
three years

78

3.5 SHARE BUYBACK PROGRAM

79

3.6.2 Share lock-in commitments through a“Dutreil” agreement

79
79
79

3.6.3 Control mechanisms provided fora potential employee shareholding
system when the control rights are notexercised by the employees
79
3.6.4 Threshold crossings
80
3.6.5 Transactions by executive officers andsimilar individuals
80
3.6.6 Transactions by employees excluding
corporate officers
80
3.6.7 Performance share plans
81
3.6.8 Stock option plans for the 2020
fiscal year84
3.6.9 Limitation of the risk of undue control
by the majority Shareholder
84
3.6.10 Powers of the Board of Directors to
issue and buy back shares
84
3.6.11 Summary of granted authorizations
that may potentially impact the sharecapital85
3.6.12 Provisions in the articles of association
on shares
86

Guerbet  Universal Registration Document 202075

3

Capital and shareholding structure
Stock market data

3.1

STOCK MARKET DATA

Guerbet shares are listed on Euronext Paris – Segment B under ISIN code FR0000032526.
Based on the closing price of €32.85 at December 31, 2020, Guerbet’s market capitalization is €414 million.
SHARE PRICE PERFORMANCE IN 2020*(in €)

50

45

40

35

30

25

20
January*

February

March

April

June

July

AugustSeptember

OctoberNovember

DecemberBased on daily closing prices.

Highest price ina trading session

Lowest price in a
trading session(in €)

Number of shares
traded(in € million)

January

44.1

34.1

287,090

11,458,489.00

February

37.7

31.7

176,790

6,248,040.00

March

34.4

26.2

197,622

5,841,419.00

April

30.9

26.0

135,074

3,915,260.00

May

35.0

27.8

127,008

4,000,211.00

June

38.0

33.3

103,677

3,684,120.00

July

34.9

30.2

68,0172,247,140.00

August30.7

28.4

64,443

1,888,176.00

September

29.6

24.1

182,367

4,965,155.00

October

29.6

27.2

93,7652,664,310.00

November

33.0

28.8

128,690

4,053,237.00

December

35.8

30.5

175,237

5,717,775.00

Data on the share price and monthly transactions for
2020

76

May

Guerbet  Universal Registration Document 2020(in €)

TurnoverCapital and shareholding structure
Distributed dividends

3.2

RELATIONS WITH THE FINANCIAL COMMUNITY

The Finance Division is an interface between the Group andthe financial community consisting of individual Shareholders,institutional investors, and financial analysts. It aims to provide allthese market players with clear, rigorous, transparent informationin real time so as to keep them informed of the Group’s strategy,
products, activity, financial results and medium-term financial
objectives, and the means to achieve them.

Guerbet makes a specific “Investors” section available to the financial
community and its Shareholders on its website www.guerbet.com.
It provides information about the Company and in particular:
●

●

●

3.2.1

The Universal Registration Document, including the annual
financial report;
All publications, financial presentations and press releases(“Presentations, Reports and Regulated Information” section);
Information relating to the General Meeting (“General Meeting”
section).

2021 financial calendar

Event

Date

Publication of 2020 annual revenue

February 11, 2021

Presentation of consolidated financial statements – 2020 fiscal year

March 24, 2021

Publication of Q1 2021 revenue

April 22, 2021

Annual General Meeting of Shareholders for the 2020 fiscal year

May 28, 2021

Publication of Q2 2021 revenue

July 22, 2021

Presentation of half-year consolidated financial statements at June 30, 2021

3

September 22, 2021

Publication of Q3 2021 revenue

October 21, 2021

All publications will be released after the close of Euronext Paris.
The Guerbet group contact person for financial information and investor relations is:
Jérôme Estampes – Chief Financial Officer
Telephone: +33 (0) 1 45 91 50 69
Email: jerome.estampes@guerbet.com

3.3

DISTRIBUTED DIVIDENDS

3.3.1

Dividends paid over the past three years

Fiscal year (in €)Amount distributed

Gross dividend
per share

2017

10,678,854.30

0.85

2018

10,694,071.85

0.85

2019

8,817,312.70

0.70

Guerbet  Universal Registration Document 202077

3

Capital and shareholding structure
Shareholding structure

3.4

SHAREHOLDING STRUCTURE

3.4.1

Breakdown of capital

At December 31, 2020, the share capital amounted to €12,602,674 divided into 12,602,674 fully paid-up shares with a par valueof €1 each.
None of these 12,602,674 shares are pledged.
Taking into account registered shares, the share capital breaks down as follows:
0.09%
Treasuryshares53.46%
Family agreement

1.79%
Other registered(Guerbet family)
1.55%
Other registered(excluding family)

40.21%
Floating/Public

3.4.2

2.92%
Employees, former
employees, andmutual funds (FCP)

Change in the breakdown of the share capital and voting rights over the last
three years

The breakdown of the share capital presented below corresponds to the shares and voting rights for Ordinary General Meetings.
There is little difference compared with the breakdown of the share capital for Extraordinary General Meetings. This difference is due
to divisions of ownership resulting from the gifting of shares within the Guerbet family whose beneficial owners and bare owners do notbelong to the same category of Shareholders.
December 31, 2020

December 31, 2019

% ofvotingrights (1)December 31, 2018

Number of shares% of
Number shareof shares capital

Guerbet family agreement

6,737,550 53.46

67.00 6,654,824 52.83

66.64 6,681,291 53.11

66.78

Other registered shareholders –Guerbet family

221,864

1.76

2.22

232,813

1.85

2.33

313,533

2.49

3.12

Employees, former employees,
and mutual funds (FCPs)

367,906

2.92

3.43

338,718

2.69

3.01

352,748

2.80

3.07

Other registered Shareholders –excluding Guerbet family

195,481

1.55

1.95

271,993

2.16

2.71

201,196

1.60

2.00

Treasury shares

11,880(2)0.09–

43,717(3)0.35–

22,901(4)0.18–

Floating shares

5,067,993 40.21

25.30 5,009,592 39.82

25.03

TOTAL

12,602,674

100

% of
Number of share
shares capital

25.40 5,054,096 40.12
100 12,596,161

100

% of
votingrights (1)Number ofshares100 12,581,261

% of
share
capital% ofvotingrights (1)

100

100

(1) The breakdown of the voting rights is presented in terms of effective voting rights. The number of theoretical voting rights was 19,966,326 at December 31, 2020,
20,017,038 at December 31, 2019, and 20,034,171 at December 31, 2018, assuming that each treasury share grants entitlement to one voting right.
(2) Taking into account the 43,717 treasury shares at the beginning of 2020 and the distribution of 31,837 performance shares.
(3) Taking into account the 22,901 treasury shares at the beginning of 2019, the on-market buyback of 30,430 shares, and the distribution of 9,614 performance shares.
(4) Taking into account the 19,428 treasury shares at the beginning of 2018, the on-market buyback of 53,500 shares, and the distribution of 34,131 performance shares.

78

Guerbet  Universal Registration Document 2020

Capital and shareholding structure
Additional information about the capital

3.5

SHARE BUYBACK PROGRAM

The Guerbet group did not buy back any shares in 2020.

3.6

ADDITIONAL INFORMATION ABOUT THE CAPITAL

3.6.1

Shareholder Agreement

An agreement mainly binding family Shareholders was signed on
November 16, 2002. This agreement was published by the Conseil
du marché financier or CMF (French financial market council) on
December 13, 2002, under number 202C1653. It was updated
in September 2013, particularly to take into account Guerbet’s
current form of governance (French public limited company witha Board of Directors). The updated version of the agreement was
duly transmitted to the AMF (Autorité des marchés financiers: French
financial markets authority). Its purpose is principally “to act as

3.6.2

market-makers for the group of Shareholders, who are mainly offamily origin, to organize trading of the Guerbet shares that eachof the members owns and may own in the future and to ensure thecohesiveness and representativeness of the Group that they form
within the framework of the current laws and regulations”, andalso “to involve the signatories to the agreement in the Company’s
development plans, coordinate sales of shares, actively participate
in the selection of any new Guerbet partners, and suggest theappointment of new members of Guerbet’s Board of Directors”.

3

Share lock-in commitments through a “Dutreil” agreement

The collective share lock-in commitments within the scope of Article 787-B of the French general tax code(1) are as follows(2):Registration date

Type of collective sharelock-in commitment

Duration

December 21, 2010

ISF wealth tax (100%)

5 years and 6 months, then tacit renewal for an indefinite duration

December 21, 2010

ISF wealth tax (80%)

5 years and 6 months, then tacit renewal for an indefinite duration

December 21, 2010

Inheritance

2 years, then tacit renewal for an indefinite duration

January 31, 2013

Inheritance

2 years, then tacit renewal for an indefinite duration

December 30, 2015

ISF wealth tax

5 years and 6 months

December 30, 2015

Inheritance

2 years, then tacit renewal for an indefinite duration

3.6.3

Control mechanisms provided for a potential employee shareholding system
when the control rights are not exercised by the employees

N/A.

(1) Article 787-B of the French general tax code provides that “the shares of companies having industrial operations benefit from a 75% inheritance tax exemption
if the shares are covered by a collective share lock-in commitment”.
(2) The share lock-in commitments pertain to a minimum of 20% of the percentage of the share capital covered by the agreement on its signing date and aminimum of 20% of the percentage of voting rights covered on its signing date.

Guerbet  Universal Registration Document 2020

79

3

Capital and shareholding structure
Additional information about the capital

3.6.4

Threshold crossings

To the best of the Company’s knowledge, one of the registered Shareholders crossed the thresholds set by law for the number of shares
and/or voting rights held.
Ordinary General Meeting

Extraordinary General Meeting

Shareholder

SharesVoting rights

SharesVoting rights

SC Guerbet Fron

5.99%

7.33%

5.99%

7.33%

3.6.5

Transactions by executive officers and similar individuals

N/A.

3.6.6

Transactions by employees excluding corporate officers

3.6.6.1	Options granted to employees
excluding corporate officers in 2020
N/A.

3.6.6.3	Options not exercised by employees
excluding corporate officers at
December 31, 2020
62,870 stock options were not yet exercised in fiscal year 2020.

3.6.6.2	Options exercised by employees
excluding corporate officers in 2020
6,513 stock options were exercised in 2020.

80

Guerbet  Universal Registration Document 2020

Capital and shareholding structure
Additional information about the capital

3.6.7

Performance share plans

Three plans were set up, covering 65,000, 61,000 and
50,000 shares respectively. The stock option and performance
share allocation plans are described in detail in the notes to theconsolidated and individual financial statements (see “Financial
statements and related notes” section). As of December 31, 2020,
Plan 2 was closed following the final distribution of performance
shares on December 1, 2020. The third share allocation plan willremain in force until 2022, when the final distributions will takeplace based on fulfillment of the selected performance criteria.

and officers of the Company and its French and foreignsubsidiaries (Plan 1). Each beneficiary was granted 25 shareson September 28, 2016, including executive corporate officers
Yves L’Épine (Chief Executive Officer) and Pierre André (Deputy
CEO). Following the assessment of the performance criteria,
the Board of Directors decided on September 25, 2018, thateight fully vested performance shares would be distributed tothe beneficiaries.

1. Plan 1: On September 27, 2016, the Board of Directors
approved a performance share allocation plan for all employees
Plan 1 – Decision of the Board of Directors of September 27, 2016 (closed)
Plan 1 Summary

Date of the Extraordinary General
Meeting:

May 27, 2016

Board meeting date:

September 27, 2016

Vesting period/conditions:

Allocation period of two years from September 28, 2016.
Vesting of the allocated shares is subject to a condition of presence at the end of theallocation period and the fulfillment of collective performance criteria.
The vested shares will be available without any holding period.
However, the Chief Executive Officer and the Deputy Chief Executive Officer must holdrespectively 20% and 5% of their vested shares until the termination of their duties in the
Company.

Share allocation date:

September 28, 2016

Share allocation price:

€62.2

3

Distribution on September 28, 2018, Following the assessment of the performance criteria, the Board of Directors decided
at the end of the two-year allocation on September 25, 2018, to set the number of fully allocated performance shares perperiod:beneficiary at 8.
Total number of distributed shares at
September 28, 2018:15,896 shares

Opening price on the share
distribution day:

€63.6

Guerbet  Universal Registration Document 202081

3

Capital and shareholding structure
Additional information about the capital

2. Plan 2 (2016): On November 8, 2016, the Board of Directors approved a performance share allocation plan for all employees
and officers of the Company and its French and foreign subsidiaries (2016 Plan (2)).
Plan 2 (2016) – Decision of the Board of Directors of November 8, 2016 (closed)
2016 plan summary

Date of the Extraordinary General Meeting:May 27, 2016

Board meeting date:November 8, 2016

Vesting period/conditions:

Allocation period of two years from December 1, 2016.
Vesting of the allocated shares is subject to a condition of presence at the endof the allocation period and the fulfillment of collective performance criteria.
The vested shares will be available without any holding period. However,
the Chief Executive Officer and the Deputy Chief Executive Officer must holdrespectively 20% and 5% of their vested shares until the termination of theirduties in the Company.

Share distribution date (1):February 16, 2020

€37.20March 1, 2020

€33.10

May 2, 2020€29.50June 28, 2020

€36.80

September 1, 2020

€29.05

December 1, 2020

€32.202020 fiscal year
Shares allocated during the 2020 fiscal year:

No shares allocated under this plan in 2020

Shares distributed during the 2020 fiscal year:

31,837 shares●●of which distributed to corporate officers:

831 sharesof which distributed to the Group’s top 10
non-officer beneficiary employees:

10,399 shares

Value at December 31, 2020, of shares allocated €0in 2020:
Total number of pending share allocations at
December 31, 2020:

No pending share allocations under this plan in 2020

Value of shares remaining to be distributed at
December 31, 2020:€0(1) Opening price on the distribution date.

82

Guerbet  Universal Registration Document 2020

Capital and shareholding structure
Additional information about the capital

3. Plan 3 (2019): On March 26, 2019, the Board of Directors approved a performance share allocation plan for certain employees
and officers of the Company and its French and foreign subsidiaries.
Plan 3 (2019) – Decision of the Board of Directors of March 26, 2019 (in effect)2019 plan summary

Date of the Extraordinary General Meeting:May 28, 2018

Board meeting date:

March 26, 2019

Vesting period/conditions:

Allocation period of three years from July 1, 2019.
Vesting of the allocated shares is subject to a condition of presence at the endof the allocation period and the fulfillment of collective performance criteria.
The vested shares will be available without any holding period. However,
the Chief Executive Officer and the Deputy Chief Executive Officer must holdrespectively 20% and 5% of their vested shares until the termination of theirduties in the Company.

Share allocation date:July 1, 2019

Shares initially allocated:

47,550 shares●●of which allocated to corporate officers:

10,200 sharesof which allocation to the Group’s top 10
employees excluding corporate officers:

13,800 shares

Share allocation price:3€47.70(1)2020 fiscal year
Number of pending share allocations at December
31, 2020:

33,600 shares

Value of pending share allocations at December
31, 2020:€1,169,000(2)(1) Opening price on the allocation date.
(2) IFRS 2 unit fair value at December 31, 2020 (€34.78).

Guerbet  Universal Registration Document 202083

3

Capital and shareholding structure
Additional information about the capital

3.6.8

Stock option plans for the 2020 fiscal year

See note 22 “Stock subscription and purchase options” in the annual financial statements and notes.

3.6.9

Limitation of the risk of undue control by the majority Shareholder

The Company has taken measures to limit the risk of undue control by the majority Shareholder by separating the positions of Chairpersonof the Board of Directors and Chief Executive Officer and by ensuring that these positions are held by people from outside the Guerbet
family.

3.6.10 Powers of the Board of Directors to issue and buy back shares
On May 29, 2020, the General Meeting renewed the authorization
for the Board of Directors for 18 months to implement a program
to buy back a number of shares of the Company not to exceed (i)10% of the total number of shares making up the share capital or(ii) 5% of the total number of shares making up the share capital ifthey are shares acquired by the Company in view of their holding

84

Guerbet  Universal Registration Document 2020

and their tendering for payment or exchange in connection witha merger, demerger or contribution, with the understanding that
acquisitions carried out by the Company may not in any case resultin the Company holding more than 10% of the shares making up
its share capital at any time whatsoever.

Capital and shareholding structure
Additional information about the capital

3.6.11 Summary of granted authorizations that may potentially impact the sharecapitalPurpose of the delegation

Maximum nominal amountDelegation of authority to the Board of Directors to increase €2,515,000
the share capital by capitalization of reserves, profits, orpremiums or any other sum eligible for capitalization

Duration of
authorization

Expiration

26 months

July 29, 2022

Delegation of authority to the Board of Directors to increase
the share capital by issuing, with preferential subscription
rights, shares and/or debt securities giving access to newsharesCapital increases:€6,295,000(1)Debt security issues:€200,000,000(2)26 months

July 29, 2022

Delegation of authority to the Board of Directors to increase
the share capital by issuing, with cancellation of preferential
subscription rights, shares and/or debt securities giving
access to new shares through public offerings other thanthose referred to in Article L. 411-2 of the French Monetaryand Financial Code

Capital increases:€1,255,000 (1)(3)
Debt security issues:€200,000,000 (2)26 months

July 29, 2022

Delegation of authority to the Board of Directors toincrease the share capital by issuing, with cancellationof preferential subscription rights, shares and/or debt
securities giving access to new shares through public
offerings referred to in Article L. 411-2(1) of the French
Monetary and Financial Code

Capital increases:€1,255,000(1)(3)
Debt security issues:€200,000,000(2)26 months

July 29, 2022

Authorization for the Board of Directors, in the event of
an issue with cancellation of preferential subscription
rights through public offerings, including public offerings
referred to in Article L. 411-2(1) of the French Monetaryand Financial Code, to fix the issue price according to thearrangements established by the General Meeting, within
the limit of 10% of the capital per year

Capital increases:€1,255,000(1)(3)
Debt security issues:€200,000,000(2)26 months

July 29, 2022

Authorization for the Board of Directors to increase theamount of issues with or without preferential subscription
rightsLimit provided for in the applicableregulations (currently 15% of theinitial issue)(1)26 months

July 29, 2022

Delegation of authority to the Board of Directors to increase
the share capital by issuing shares in consideration ofcontributions in kind within the limit of 10% of the sharecapitalCapital increases:€1,255,000 (1)Debt security issues:€200,000,000 (2)26 months

July 29, 2022

Delegation of authority to the Board of Directors to increase €250,000 (1)the share capital with cancellation of the preferential
subscription right by issuing shares of the Company
reserved for members of a Company savings plan

26 months

July 29, 2022

Authorization granted to the Board of Directors to allocate
performance shares freely to certain employees andcorporate officers of the Company and its affiliates

24 months May 29, 2022

3

2% of share capital(1) Delegation subject to the overall limit for capital increases of €6,295,000 (approximately 49.9% of capital).
(2) A sub-limit of €1,255,000 (approximately 9.9% of capital) applies to these delegations.
(3) Delegation subject to the overall limit for debt security issues of €200,000,000.

No granted authorizations were used during the 2020 fiscal year.

Guerbet  Universal Registration Document 202085

3

Capital and shareholding structure
Additional information about the capital

3.6.12 Provisions in the articles of association on shares

3.6.12.1	Identifiable bearer shares(article 8)
The Company is entitled, at any time, to ask the organization
responsible for clearing the securities, under the conditions andaccording to the legal procedures in force, for information concerning
the identity of holders of securities that immediately or ultimately
grant a right to vote at its Shareholder Meetings and the quantityof securities that each of them holds and, where appropriate, any
restrictions to which the securities may be subject.

3.6.12.2	Declaration of threshold crossings
The Company’s articles of association do not provide for any
additional disclosure obligations if the fraction of the sharecapital or the voting rights held by a Shareholder represents lessthan one twentieth of the total, as mentioned in Article L. 233-7,
paragraph 1 of the French Commercial Code.

3.6.12.3	Actions necessary to modify
Shareholders’ rights
The Group has not laid down any provisions that are stricter thanthose imposed by the law.

86

Guerbet  Universal Registration Document 2020

4

MANAGEMENT
report4.1 ANALYSIS OF THE GROUP’SACTIVITY AND RESULTS

88

92

4.1.1 Presentation of reported revenue
4.1.2
4.1.3
4.1.4
4.1.5
4.1.6
4.1.7

88
Revenue analysis
88
Results89
Analysis of the results
89
Financial position
90
Analysis of the financial position
90
Outlook90

4.7 STATEMENT ON NONFINANCIAL PERFORMANCE

4.2 MAJOR EVENTS SINCE THE
START OF THE 2021 FISCALYEAR91
4.3 CONSOLIDATED COMPANIES
4.4 RESULTS OF SUBSIDIARIESHELD BY GUERBET S.A.

91

4.8 RISK MANAGEMENT, INTERNALCONTROL, AND INTERNAL
AUDIT92
4.8.1 Risk management
4.8.3 Internal audit

93
93
95

4.9 RISK FACTORS

96

4.8.2 Internal control

4.9.1 Mapping of main risks

4.10 OTHER LEGAL INFORMATION101
4.10.1 Guerbet S.A.’s results for the last fivefiscal years

91

4.5 COMPANIES DIRECTLY OR
INDIRECTLY CONTROLLED BYGUERBET S.A.91
4.6 TRANSACTIONS IN TREASURYSHARES OF GUERBET S.A.
92

96

101

4.10.2 Information regarding the breakdown

of Guerbet S.A.’s trade payables andtrade receivables by due date102
4.10.3 Information concerning the acquisitionof participating and controllinginterests (Article L. 233-6 of the French
Commercial Code)
103
4.10.4 Information concerning regulatedagreements (Article L. 225-38 of theFrench Commercial Code)
103
4.10.5 Other information from the
management report contained in othersections of the Universal Registration
Document104

Guerbet  Universal Registration Document 2020

87

4Management report
Analysis of the Group’s activity and results

4.1

ANALYSIS OF THE GROUP’S ACTIVITY AND RESULTS

4.1.1

Presentation of reported revenue

Breakdown of revenue by product range

2020

2019

X-Ray

45.0%

45.6%

MRI

31.1%

32.8%

Delivery Systems and Services

10.2%

9.8%

Total Diagnostic Imaging

86.4%

88.2%

Interventional Imaging

10.3%

9.2%

Other

3.3%

2.6%

Breakdown of revenue by geographic region

2020

2019

Europe

40.8%

42.3%

Other markets

59.2%

57.7%

4.1.2

Revenue analysis

The postponement of certain examinations and non-essential
radiological procedures had a significant impact on activity,
resulting in a contraction of the market. In this difficult environment,
the Group has managed to maintain its market share by continuing
to serve its customers to preserve patient health.
At December 31, 2020, reported revenue was €712.3 million,
down 12.8% from December 31, 2019, including a substantial
negative forex impact of €23.1 million. Revenue at constantexchange rates (CER) was down 10.0%, in line with the Group's
guidance.

88

Guerbet  Universal Registration Document 2020

Diagnostic Imaging revenue was down 11.4% at CER. It totaled€615.2 million compared with €719.4 million at December 31,
2019, down 14.5% at current exchange rates.
●●

MRI sales decreased 15.3% at CER and 17.2% at current
exchange rates to €227.6 million. This decline was due to anegative volume effect directly related to the health crisis and,to a lesser extent, an adverse price effect in Europe related to
the generic form of Dotarem®.
X-ray revenue was down 8.8% at CER. It totaled €385.3 million
at current exchange rates, down 12.6% from 2019, with
Xenetix® proving very resilient throughout the year.

Interventional Imaging revenue was down 1.5% at CER (-2.7% atcurrent exchange rates), again driven by Lipiodol® sales, which grewnearly 1% at CER. The segment’s revenue totaled €73.5 million
at current exchange rates compared with €75.5 million in 2019.

Management report
Analysis of the Group’s activity and results

4.1.3

Results
2020

IFRS

2019
% of revenue(in € thousands)+ Revenue% of revenue

712,295

100.0

816,906

100.0

5,397

0.8

2,249

0.3

Purchases consumed and change in inventories(166,552)(23.4)(199,772)(24.5)- External expenses(203,975)(28.6)(246,265)(30.1)- Staff-related costs(236,500)(33.2)(241,852)(29.6)

5,876

0.8(1,375)(0.2)- Taxes(15,852)(2.2)(18,372)(2.2)

EBITDA(1)100,68914.1

111,519

13.7- Depreciation, amortization and provisions(59,343)(8.3)(59,775)

7.3

Operating result

41,346

5.8

51,744

6.3- Net financial expenses(7,156)(1.0)(7,577)(0.9)+/- Foreign exchange gains or losses and otherfinancial income/expenses(12,469)

(1.8)

7,039

0.9

+/- Tax expense(4,008)(0.6)(13,879)(1.7)

NET INCOME

17,714

2.5

37,328

4.6+ Other operating income+/- Other operating income and expenses

4(1) EBITDA = operating income + depreciation, amortization and provisions.

4.1.4

Analysis of the results

At December 31, 2020, the Group’s EBITDA remained above€100 million, representing a margin of 14.1% compared with
13.7% in 2019. This performance was in keeping line theGroup’s guidance.
In an unprecedented health crisis, the Group managed to react
to maintain the quality of its financial balances by ramping up thecost control discipline already initiated in recent years as part of
the Cost-to-Win plan. Over the 2020 fiscal year, the decreasein structural costs was just under €30 million, plus €9 million in
manufacturing cost improvements. Fifty percent of the achievedsavings will be carried over into the 2021 fiscal year.

The industrial organization was optimized with the sale of theMontreal production plant on July 15, 2020. This will further
reduce manufacturing costs in 2022 and 2023.
At December 31, 2020, operating income totaled €41.3 million
for a margin of 5.8%.
Net income was €17.7 million compared with €37.3 million
for the 2019 fiscal year. This decrease is primarily explainedby significant negative forex effects and the impairment of theCanadian subsidiary’s assets for €4.4 million following the saleof the Montreal production plant.

Guerbet  Universal Registration Document 2020

89

4Management report
Analysis of the Group’s activity and results

4.1.5

Financial position
2020

2019

Cash flow after finance costs and taxes

81,251

99,257

Change in working capital requirements, of which:

32,56733,320Change in inventories

17,383

46,148Change in trade receivables

14,0102,991

Change in trade payables

4,614(11,379)

Change in other assets and liabilities(3,439)(4,440)Gross investments restated for debts on fixed assets(67,108)(65,536)

Dividends paid

(8,825)(10,659)

2,014(28,124)

39,89928,258

256,588296,487

IFRS (in € thousands)

Other (1)Free cash flow

(2)

NET DEBT (3)(1) Mainly consisting of tax, the impact of changes in exchange rates, sales of fixed assets, and the capital increases presented in detail in the consolidated cash flow
statement.
(2) The free cash flow is equal to the difference between the surplus operating cash flow and investment expenditure. It explains any increase or decrease in the net debt.
(3) The net debt is calculated by adding up current and non-current financial debts and subtracting cash and cash equivalents.

4.1.6

Analysis of the financial position

At December 31, 2020, equity totaled €364 million. Free cash
flow further improved to €39.9 million, bringing the Group’s net
financial debt to €256.6 million compared with €296.5 million
at the end of 2019, resulting in a net debt/EBITDA ratio of 2.55
at the end of 2020 compared with 2.66 at the end of 2019
(including IFRS 16).

4.1.7

Outlook

Although the future of the health situation is still uncertain, the Groupremains confident that it will find its way back to growth in 2021.
After an expected decline in the first quarter, Guerbet anticipates
revenue growth for 2021 starting in the second quarter. The Groupwill be able to count on:

The Group aims to obtain the first marketing authorizations (MAs)in 2023. As a reminder, the phase III studies are intended tovalidate the efficacy and safety of Gadopiclenol in a large numberof patients compared with a reference product.

●

the continued robust performance of Lipiodol®;Parallel to this sales growth, Guerbet will continue its savings
drive, maintaining 50% of the cost reductions achieved in 2020.

●

growth in delivery systems and consumables;

In terms of profitability, the company's EBITDA targets are as follows:●sales growth in the Asia-Pacific region.

●

In the coming months, the Group’s activity is also expected tobe affected by an acceleration in sales of the generic form of
Dotarem® in the United States. However, the Group believes thatthe impact will be limited, with changes in Dotarem® volumes
and prices expected to be similar to those in Europe, where thegeneric form has already been available for more than three years.
The Group also announced positive results for the two phase III
clinical studies with Gadopiclenol, a new gadolinium-based(Gd) macrocyclic contrast medium for MRI, intended to beadministered at a lower dose of Gd than with existing agents.

90

The Board of Directors will propose a dividend of €0.70 per shareto the shareholders at the General Meeting on May 28, 2021.

Guerbet  Universal Registration Document 2020●

In the short term, 2021 EBITDA growth with an EBITDA margin
at least equal to the 2020 fiscal year margin (14.1%);
In the medium term, the ambition of improving the EBITDA margin
to ensure strong, sustainable growth for the Group.

A detailed presentation of the 2020 annual results is available
in the “Investors” section of Guerbet’s website at https://www.
guerbet.com/investors/.

Management reportCompanies directly or indirectly controlled by Guerbet S.A.

4.2

MAJOR EVENTS SINCE THE START OF THE 2021 FISCAL YEAR

COVID-19
The COVID-19 global health crisis continues, and the effects are still being felt in 2021.

Governance
Board of Directors
Isabelle Raynal, Employee Director, resigned from the Company and therefore from her office as Employee Director on February 26,
2021. In accordance with Article L. 225-34 of the French Commercial Code, the Board of Directors duly noted her replacement by
her alternate Olivier Fougère for the remainder of her term of office.

Chief Pharmacist – Deputy Chief Executive Officer
Pierre André resigned from the Company, effective on April 30, 2021. He submitted his resignation from the office of Deputy Chief
Executive Officer – Chief Pharmacist – to the Board of Directors. On March 24, 2021, the Board of Directors appointed Philippe
Bourrinet, Senior Vice-President of Development and Medical and Regulatory Affairs, as Deputy Chief Executive Officer – Chief Pharmacist.

Executive Committee
4

On January 1, 2021, following the departure of Claire Corot, François Nicolas, Chief Digital Officer and already a member of the
Executive Committee, became Senior Vice-President R&D, R&I, and Chief Digital Officer.
On February 1, 2021, Sarah Dayre was appointed Senior Vice-President of Technical Operations.

4.3

CONSOLIDATED COMPANIESThe consolidated companies are listed in Note 31 to the consolidated financial statements (see section 6.1 “Consolidated financial
statements and notes”).

4.4

RESULTS OF SUBSIDIARIES HELD BY GUERBET S.A.

The results of the subsidiaries controlled by Guerbet S.A. are presented in section 6.3 of the notes to Guerbet S.A.’s financial statements.

4.5

COMPANIES DIRECTLY OR INDIRECTLY CONTROLLEDBY GUERBET S.A.

The companies controlled directly or indirectly by Guerbet S.A. within the meaning of Article L. 233-3 and the stake in the Company’s
capital held by them (treasury shares) are listed in section 6.3 of the notes to the Guerbet S.A. financial statements.

Guerbet  Universal Registration Document 2020

91

4
4.6

Management report
Transactions in treasury shares of Guerbet S.A.

TRANSACTIONS IN TREASURY SHARES OF GUERBET S.A.

Number of shares purchased and sold during the fiscal year:●●

Number of shares purchased during the year: none (seesection 3.5 “Share buyback program”).

Value measured at the purchase price: €550,000.

●

Nominal value: €1.

●

Number of shares sold during the year: none.

Number of shares registered in Guerbet S.A.’s name at the closeof the fiscal year and their value measured at the purchase priceas well as their nominal value:●●

Number of shares registered in the Company’s name at theclose of the fiscal year: 11,880 (see section 3.4 “Shareholding
structure”).

4.7

Fraction of the capital that they represent: 0.09% (see section 3.4“Shareholding”).

Authorization to buy back shares and the conditions underwhich the shares were bought back and used during the last
fiscal year ended:●

See section 3.5 “Share buyback program”.

STATEMENT ON NON-FINANCIAL PERFORMANCE

Refer to section 5 “Statement on non-financial performance”.

4.8

RISK MANAGEMENT, INTERNAL CONTROL, AND INTERNAL AUDIT

Guerbet’s risk management system is structured around the concept of the three lines of control as defined by the IFACI (French institute ofauditors and internal controllers), allowing each person’s risk management and internal control roles and responsibilities to be distributed
clearly and effectively.
BOARD OF DIRECTORS
AUDIT COMMITTEEEXECUTIVE COMMITTEEFirst line of control

Second line of control

Third line of control

HSE & Risk Management

HR & CSR Division

Operational
functionsInternal Control

Internal Audit

Group support functions

CONTROL ENVIRONMENTHeadof Risk Management

92

Oversees
Risk Management

Guerbet  Universal Registration Document 2020

Providesindependent assurance

Audit, Internal Control andCompliance Division

Management report
Risk management, internal control, and internal audit

Through its Audit Committee, the Board of Directors is responsible
for monitoring issues relating to the effectiveness of internal control,internal audit and risk management systems.
Together with the Executive Committee, the Chief Executive
Officer is responsible for the risk management, internal control,and internal audit system.
The first line of control is the responsibility of each line manager
and his or her employees as part of their day-to-day activities. Eachline manager is responsible for putting in place the appropriate
preventive and detective controls for risks related to their activities
or any necessary corrective measures recommended by the secondline of control functions.

4.8.1

●

the functions that oversee risks, in particular the HSE and Risk
Management function (see section 4.8.1), and the Internal
Control function (see section 4.8.2); andall support functions in their area of expertise (human resources,
purchasing, finance, legal, compliance, quality, etc.). They
contribute their expertise and make recommendations in theirareas of expertise.

The third line of control involves providing the General Management
and the Board of Directors with reasonable assurance of the levelof risk control independently and objectively. This activity is carriedout by the Group’s internal audit function (see section 4.8.3).

Risk management

The risks to which the company is exposed are identified, assessed,
and ranked. A mapping of the Group’s major risks is thus drawn
up and regularly updated. Risks are categorized by theme. Theirassessment takes into account the severity of the potential impact,
the probability (qualitative or based on feedback) of occurrence,and the current level of control. All sectors of activity are assessed
twice a year. Once identified, the Risk Manager meets twice withthe “owners” of these risks in order to follow up on the action
plan and update it if necessary. A presentation is made to the
Executive Committee twice a year to discuss the risks and progresson the action plans.
The risk mapping is discussed by the Audit Committee and then by
the Board meeting with the Risk Manager and the Chief Executive
Officer once a year, and the monitoring of certain risks, such as
those related to cybersecurity, is performed more frequently.
The Risk Manager, who is responsible for promoting and developing
risk management skills, transmits know-how and expertise whileproviding methodological support to line management and theidentified risk “owners”.
The Risk Manager also optimizes the cost of risk by possiblytransferring it to the insurance policies that he manages.

4.8.2

The second line of control includes:●

During monthly meetings, the Risk Manager communicates andshares with the Internal Control Department in order to discuss
the description of risks, their rating, and the control methods. This
work refines the perception of risks and strengthens the monitoringand effectiveness of control methods.
Lastly, the Risk Manager is called on by the Internal Audit department
to provide a view of the risks and relevant topics to be audited.

4

The insurance program allows the Group’s insurable risks to
be secured through the purchase of centralized insurance. This
program incorporates the various liability and damage insurance
policies covering Guerbet and its officers, personnel and assets.
The use of a global broker allows all of the Group’s activities tobe covered. The broker and our insurers provide support andexpertise to the Risk Management Department in the managementof insured losses and the Group’s prevention efforts. Our program
covers five areas:●

Civil liability;●

Damage and operating loss;●

Insurance for loss of goods in transit;●“Travel” insurance;●

Cyberattacks.

Internal control

Definition
Internal Control is a process implemented by the Board of Directors,
the Executive Committee, and the Group’s officers as well as all
employees so that there is reasonable assurance of achieving theobjectives relating to:●

Effectiveness and efficiency of internal processes;●

Reliability of financial information;●●

Compliance with applicable internal rules and with laws andregulations;
Safeguarding of assets and prevention of fraud.

Internal control thus contributes to risk control but cannot provide
an absolute guarantee that all risks are completely eliminated orcontrolled.

Guerbet  Universal Registration Document 202093

4Management report
Risk management, internal control, and internal audit

Objective
In this context, the objectives of the Internal Control function are to:
●

●

●

●

●
●

structure, build and maintain the Group’s risk management system
according to the process and the roles and responsibilities
defined in the Group’s Internal Control Charter, validated by
the Chief Executive Officer and the Audit Committee, basedon the COSO (Committee of Sponsoring Organizations of theTreadway Commission) framework;
analyze the main operational and support processes with theappropriate managers in order to identify risks and ensure theexistence of appropriate controls or help strengthen them bydefining actions to be implemented;

●

●
●

●

support them in drafting Group policies and procedures on themain key processes;●

build and maintain a document base accessible to all Group
employees containing the main Group policies and procedures(processes outside the quality scope) and the existing internal
control standards;●

maintain the Group’s signature delegation system;
lead a network of correspondents to promote Internal Control
and deploy Internal Control standards within the Group’s main
entities.

Organization

Building and deploying internal control standards on the control
environment and key processes;
Producing e-learning to train managers within the Group;
Deploying the segregation of duties policy among the Internal
Control specialists, in particular on the Purchasing process, inorder to identify the risks of potential conflicts and the remedial
measures to be implemented;
Monitoring the implementation of the action plans defined
following self-assessments or projects;
Coordinating the annual review of access in critical information
systems;
Regularly raising Group employees' awareness of the risk of fraud.

In 2020, the results of the self-assessment on the control environment
were presented to the Executive Committee, and a review of theinternal control activity was presented to the Audit Committee inthe first quarter of 2020.
The Director of Audit, Internal Control and Compliance also
coordinates the deployment of the Ethics Charter by serving as
the “ethics” specialist within the Group. Work to overhaul theGroup’s Ethics Charter was initiated in 2020 for international
deployment in 2021.

The Group Internal Control function reports to the Audit, Internal
Control and Compliance Division, which reports to the Chief
Executive Officer.

Within this division, the Compliance Department is responsible foractions to prevent corruption risks (see section 5.7 “Business Ethics”).

It is supported by a network of Internal Control specialists at
various levels:

Procedures for preparing and processing
financial and accounting information●●

The managers of functions/entities/plants within the Group
who are responsible for implementing internal control within
their scope of responsibility;
The financial controllers and the Internal Control specialists,
who coordinate the implementation of internal control within
their scope of responsibility and then report on the progress toGroup Internal Control.

Work
In 2020, Internal Control was especially committed to working
in coordination with the following functions:
●

●

●

●

94

In addition, the Internal Control function is committed to continuing
the projects on its roadmap within the Group, in particular throughthe following work:

The HSE and Risk Management function in order to ensure theconsistency of the Internal Control systems in view of the risks
identified in mapping of the Group’s major risks;
The Compliance function to establish a link with corruption
risk mapping;
The Communications Division in order to establish a communication
plan to raise employees' awareness of Internal Control;
The HR function in order to introduce newcomers to the Internal
Control organization as well as access to essential informationand documents (ethics charter, Group policies and procedures,internal control standards, etc.).

Guerbet  Universal Registration Document 2020

Guerbet’s consolidated financial statements are prepared inaccordance with international accounting standards (IFRS). The
Administrative and Financial Division is responsible for preparing
the financial statements.
According to a schedule and consolidation instructions sent to theentities by the Administrative and Finance Division, the entities
prepare a consolidated monthly report using a single software
program.
At each accounting close, the accounting teams perform areview of the accounts, and the Financial Controllers analyze andexplain the changes in the results from one period to the next anddivergences from the budget.
At the quarterly closing of the accounts, the Audit Committee
reviews the accounts.
This process is supplemented by the Statutory Auditors’ operations
and certification work for the individual annual financial statements
and the consolidated half-year and annual financial statements.

Management report
Risk management, internal control, and internal audit

4.8.3

Internal audit

Within the Group, Internal Audit provides an independent andobjective assessment of the effectiveness of the control systems inplace relative to the main risks identified in the Company.
Internal Audit governance is defined in an Internal Audit
Charter approved by the Chief Executive Officer and the Audit
Committee. This charter specifies the duties, areas of operation
and responsibilities of Internal Audit, and the methodologies used
to carry out Internal Audit tasks.
Internal Audit’s scope of responsibility covers all Group operations,functions and legal entities. Internal Audit reports to the Audit,
Internal Control and Compliance Division, which reports directly
to the Chief Executive Officer and communicates regularly with
the Audit Committee. This organizational structure supports thenecessary independence of Internal Audit within the organization
while promoting coordination with the Internal Control andCompliance departments, which contribute to the control of risks
within the Group scope. The team consists of a Senior Internal
Auditor and an Internal Audit Manager who reports to the Directorof Audit, Internal Control and Compliance.
Through its work and recommendations, Internal Audit helps toimprove the organization’s overall performance by regularly andmethodically assessing the risk management and governanceprocesses.
The internal audit plan is presented each year to the Audit
Committee, which reviews it, adjusts it if necessary, and issues apositive opinion before it is deployed. This annual internal audit
plan is based on the risks identified at the Group level and on
various information gathered during interviews with members of
the Executive Committee or the Group’s sector experts. The Audit
Committee issued a positive opinion on the internal audit planfor 2021 at its meeting on November 4, 2020.
Audit reports detailing the recommendations specific to each mission
are drafted and circulated to the individuals concerned and to the
Executive Committee members responsible for the audited activities.
An oral presentation is provided at Audit Committee meetings,
and the reports are made available to Audit Committee members.
The Audit Committee monitors the progress of the implementationof the action plans defined following the audits.
In 2020, the Director of Audit, Internal Control and Compliancegave presentations at five Audit Committee meetings, including:
●
●

●
●

●

A report on Internal Audit activities for 2019;
A summary of internal audit findings. In 2020, these findings
covered audits conducted in 2019 and 2020 at an industrial
plant, four sales entities, and a cross-functional process of theGroup;
Proposed updating of the internal audit charter;

4

Regular monitoring of progress on action plans following theaudits;
Proposed internal audit plan for 2021.

Guerbet  Universal Registration Document 2020

95

4Management report
Risk factors

4.9

RISK FACTORS

4.9.1

Mapping of main risks

The table below places Guerbet’s main specific risks in three categories: (1) Legal risks, (2) Strategic risks, and (3) Operational risks. In
order to determine the significance of each of these risks, they have been rated on a scale of severity and probability from 1 to 4 (“lowto major” scale for severity and “rare to highly probable” for probability), taking into account the effect of risk management measures.
For each category, the risks are listed in decreasing order of significance.
Category

Risk description

Ratings

Severity

Dispute and litigation risks

4

Probability

Legal risks

3

Severity

Risks relating to regulatory changes

Probability

Risks relating to the consequences of global warming
Strategic risks
IS and cybersecurity risks
Risks relating to the consequences of a pandemic
Environmental and safety risks

4
2

Severity
Probability

4
2

Severity

3

Probability

3

Severity

4

Probability

4

Severity

4

Probability

Operational risks

3

Severity

Purchasing and subcontracting risks

4

Probability

3

Severity

Risks relating to product quality and safety

Probability

42These main risks specific to Guerbet, as well as their impacts and the measures implemented to manage them, are described below.

Description of risks

Control actions

LEGAL RISKS
Dispute and litigation risks
The Group is involved or could be involved in a number ofdisputes. In some of these disputes, claims for financial damages
are made or are likely to be made against the Group. Provisions
have been established to cover such claims in accordance withIFRS accounting principles (a description of these provisions isprovided in section 6 of note 12 to the consolidated financial
statements at December 31, 2020). Provisions at December
31, 2020, amount to €1.4 million.
The Group considers that the provisions established to coverthese known or ongoing risks, disputes, or litigation situations
are sufficient to ensure that the consolidated financial position is
not significantly affected in the event of an unfavorable outcome.
However, the Company cannot guarantee that the Group will
not be exposed to legal actions, complaints, or government
investigations that could prevent or delay the introduction of its
products on the market or affect its operations, profitability, or
cash flow and have a negative impact on the Group’s activities,
situation, or earnings.

96

Guerbet  Universal Registration Document 2020

The Legal Division has defined a global defense strategy for theGroup. It regularly collaborates with the other Group divisions toassess risks and to establish provisions for them where appropriate.
In addition, the Legal Division is integrated upstream of major
projects to determine the appropriate legal framework as soon
as possible.
Compliance actions are also implemented to limit the Group’s
exposure.
In 2019, a dedicated alert line (Guerbet ethics line) was deployed.
A review of its use after one year was presented to the Ethics,
Governance and CSR Committee.
In 2020, the Director of Audit, Internal Control and Compliancecoordinated the updating of the Group’s Ethics Charter.

Management report
Risk factors

Description of risks

Control actions

Risks relating to regulatory changes
As a designer, manufacturer and distributor of drugs and medical
devices, Guerbet is subject to numerous regulatory requirements
in all its markets. With regard to the production of its products’
active substances or even the materials used in the productionof medical equipment, the Group is subject to the following
European regulations:● Seveso (identification of industrial plants that use hazardous
substances and processes representing risks of major accidents);● REACH (Registration, Evaluation and Authorization of CHemical
substances);● IED (Industrial Emissions Directive). These regulations may
prohibit or restrict the use of certain products or limit industrial
production activity.
These regulations entail regular inspections by the DREALs(regional directorates for the environment, town planningand housing) in France and the EPA (Environmental Protection
Agency) in Ireland.
Guerbet manufactures and inspects its products in accordancewith the conditions defined and approved by the health authorities
within the framework of Marketing Authorizations (MAs), andtheir production is subject to good manufacturing practices
for drugs for human use or to quality standards applicable
to medical devices. Any changes in these French or foreign
regulations may significantly affect the Group’s activity. It cannot
guarantee that such changes, particularly in the main markets
where it operates, will not have a negative effect on its activity
and its operating results.

Compliance with the regulations is a part of Guerbet’s Quality,
Safety and Environment policy, which is applicable to all of its
entities.
Regulatory monitoring systems are in place. They make it possible
to identify new requirements and to anticipate implementation of
the actions necessary to maintain compliance.
This anticipation of regulatory developments also makes it
possible, particularly for industrial plants, to identify organizationalor operational changes and anticipate the necessary financial
resources to be included in the medium-term budgetary program(five years).
The safety of our plants and compliance with all applicableregulations are our absolute priorities.
In 2020, the Group continued to work towards compliancewith the new regulations on medical devices in Europe, initiallyapplicable in May 2020. This date was postponed to May 2021
to take into account the COVID-19 crisis.
After defining the consequences for Guerbet, the company puts inplace the appropriate action plan to meet all the new requirements.

4

STRATEGIC RISKS
Risks relating to the consequences of global warming
Climate change involves risks as diverse as risks associated withextreme weather phenomena for industrial plants, supply chain
risks, risks inherent in resource scarcity, carbon taxes and theirfinancial impacts, and risks of direct or indirect impacts on health.

As a socially responsible company, Guerbet develops programs
to take into account the risks of climate change and reduce its
carbon emissions.
Guerbet has conducted a carbon analysis. This study identified
the significant items, namely purchases, freight and energy. These
three items account for more than 20% of the Group’s greenhousegas (GHG) emissions.
Actions are taken at the industrial plants to optimize energy
consumption, and concerning freight. Freight represents morethan 20% of the Group’s GHG emissions. Guerbet continues todeploy the measures underway: optimization of logistics flows,
improvements in the service rate of the plants relative to sales
and inventory forecasts, and a policy of streamlining the numberof product references and presentations.
All these initiatives are explained in Chapter 5.

Guerbet  Universal Registration Document 2020

97

4Management report
Risk factors

Description of risks

Control actions

Information system and cybersecurity risks
The Group is exposed to the risk of failure of its information
systems in case of a malfunction, malicious act, or cyberattack.
If this risk were to materialize, it could result in the loss or
corruption of sensitive data such as product information, customer
information, or financial data. Such a risk could also result inpartial or total unavailability of certain systems, disrupting theprocesses involved.

In order to protect itself against this risk, the Group applies aseries of measures to ensure the protection of sensitive data,
including securing of servers in outsourcing plants, streamlining
and centralizing of information systems, business continuity plans,and vulnerability audits.

In 2020, Guerbet observed an increase in attempted cyberattacks
in an overall environment of intensification of attacks as a resultof the pandemic crisis and the widespread use of teleworking.

Against the backdrop of the COVID-19 pandemic, the IT Department
demonstrated the ability of our IT system to adapt to the extensive
use of teleworking without any disruption. The IT Department
stepped up its actions to provide training and information about
the risks of cyberattacks (phishing).

The Board of Directors reviews the cybersecurity risk analysis
several times a year.

OPERATIONAL RISKS
Risks relating to the consequences of a pandemic
A crisis management and business continuity plan for Guerbet
that proves insufficient in the event of an exceptional pandemic
could affect the operating income and reputation of Guerbet.
Guerbet may not be sufficiently prepared for and/or able torespond effectively to such a crisis situation. This can result indelays or interruptions of supply, causing a threat to Guerbet’s
activity as well as to the safety and health of its employees. If
it fails to mitigate the impact of the incident because it does
not react quickly enough or because it fails to implementa business continuity plan in line with the magnitude of theincident, Guerbet may not be able to restore its operations
within a reasonable period of time, and its operating income,image and reputation could be adversely affected. A global
pandemic may impact the supply chain of our plants and, moregenerally, the Group’s activity:● Guerbet employees could contract the virus with potentiallyserious consequences for their health.
● The activity of the industrial plants could be disrupted:• For chemical industrial plants, absenteeism would mean,
at worst, an occasional shutdown of the workshops or aprocess line for a few days;• For pharmaceutical plants, absenteeism would, at worst,
mean reallocating the staff present to priority productionlines and revising the production schedules.
● Disturbances and delays related to transport disruptions could
result in procurement delays for our plants.
● Disturbances and delays related to transport disruptions could
result in delays in the delivery of our products.
● Production shutdowns or delays at our suppliers (raw materials,
electronic equipment, consumables, packaging) could resultin a supply disruption and a shutdown of activities.
● The economic slowdown caused by the pandemic could
lead to cancellations of orders or postponements of ordersthat could lead to a drop in our revenue.

98

Guerbet  Universal Registration Document 2020

Guerbet has a Group-level crisis management plan for eachof its plants, which have a four-level business continuity plan
according to how the pandemic evolves. Regarding the coronavirus(COVID-19)*, Guerbet has implemented a number of key actions
to minimize the risk of infection of its employees, their families,
and third parties in order to support its industrial and commercial
operations. The following actions have been taken:● Guerbet has set up an internal COVID-19 Committee to assess
the situation very frequently and to define the necessary actions.
● Guerbet follows the World Health Organization’s travel advice
to ban high-risk destinations. More generally, business travel islimited to the strict minimum.
● Guerbet proactively monitors potential impacts on its supply
chain. We contact our main suppliers (transport agents, couriers,
cleaning services, security services, maintenance and utility
services, etc.) and other subcontractors (CMOs). Our approachaims to identify potential disruptions or shortages in order toplan offsetting measures. In the past several years, Guerbet
has established reserve inventories of its key raw materials andfinished products.
● We have a crisis unit at each production plant/distribution center.
Their responsibilities include coordinating all the requirements
and implementing action plans.
● We have reported to all employees to raise awareness of theCompany’s actions in order to minimize the risk of infectionand ensure uninterrupted provision of services, such as healthprotocols distributed at all our plants and subsidiaries: preventive
measures, cleaning and disinfecting the workplace, providing
personal protective equipment, etc.
● We have distributed personal protective equipment for use by
employees from the start of the COVID-19 pandemic.

Management report
Risk factors

Description of risks

Control actions

Safety and environmental risks
The production of active chemical ingredients for contrast
media entails various safety and environmental risks. Theserisks, and especially the risks of fire, chemical exposure andenvironmental pollution, are due to the dangers inherent in theuse of certain raw materials, solvents and reagents, the use ofindustrial processes to transform them into active ingredients,
and the treatment of production waste.
Guerbet’s production activity is carried out at eight different
industrial plants. The three active ingredient production plants(Lanester, Marans, and Dublin) have the Seveso classification andare therefore subject to the European Union’s Seveso Directive.
If these operating risks were to materialize, they could harm
people and property, pollute the environment, lead to plant
shutdowns, and, in some cases, make the Group liable forcivil and/or criminal penalties and the payment of damages.
The occupational health, safety and environmental conditions
at Guerbet’s production and distribution facilities are regularly
inspected by the authorities.

To control these risks, the Group develops a Health Safety, andEnvironment (HSE) management system and deploys an HSE
policy. Guerbet has defined HSE objectives throughout the Group,
especially at the industrial plant level. The Group gives top priority
to the safety of its employees. To this end, considerable humanand material resources are deployed. At each establishment, theplant director, who is responsible for implementing the HSE policy,
appoints a dedicated manager. The administrative authorities workwith the plants to define the objectives to be achieved in termsof environmental performance (discharge thresholds, supervisionof activities). The Group takes measures to ensure that the targets
are reached.
The industrial plants roll out key safety procedures (work permit,
lockout, fire permit, etc.) for reinforced accident prevention.
HSE risk analyses (including analyses of risks relating to processes
in active ingredient production plants) and audits identify thenecessary means for continuous improvement of operationalsafety management.
The HSE objectives resulting from risk analyses and audits are
documented in regularly monitored action plans. The Group andthe plants organize HSE training programs rolled out to all staff.

4

The Group has also developed a system for reporting all HSE
events incorporating a systematic search for root causes, including
analysis of the human factor.
Purchasing and subcontracting risks
These risks could materialize due to the failure of a supplier,which could lead to the disruption of supply of a strategic raw
material or the interruption of a service.
In 2020, the COVID-19 crisis severely disrupted economic activity.
Our suppliers and service providers managed to maintain theiractivity to ensure the continuity of Guerbet’s activities.

The Purchasing Division, together with the main internal users,
assesses suppliers annually using the “Pestel” method. There isan associated action plan including priority management, taking
into account the availability of technical resources.
Guerbet has developed a service provider selection process.
Strategic service providers are included in an audit plan drawn
up and implemented annually.
Negotiations are conducted to obtain medium- and long-term
supply agreements.
A plan to qualify a second source for strategic raw materials is
implemented based on available technical resources.
Lastly, the Group trains its employees in the management andcontrol of subcontractors.
Faced with the COVID-19 crisis, the Group has organized acrisis unit incorporating the Purchasing function. In particular, thisunit has contributed to the continuity of activities by monitoring
strategic suppliers and taking action upon learning of potential
supply tensions.

Guerbet  Universal Registration Document 2020

99

4Management report
Risk factors

Description of risks

Control actions

Risks relating to product quality and safety
Customer satisfaction and patient health are two essential
objectives of the Group. Risks relating to product quality andsafety may result in the Company being liable for harm causedby its products (drugs or medical devices) and may havefinancial consequences (loss of revenue), legal consequences(lawsuits brought by patients or class actions in particular), or
reputational consequences (damage to the Company’s image
with customers).

*

100

To protect itself against these risks, the Group constantly checks,
examines and assesses the entire production and distribution
chain. It has a drug and medical device safety monitoring systemthat enables it to watch out for, monitor, and report to the healthauthorities any side effects arising when its products are used
so that their effectiveness can be compared against any risk.
The Group develops and provides its customers with products
and medical devices whose effectiveness and safety have been
proven by tests in accordance with current laws and goodpractices. Guerbet provides its customers with reliable, balanced
and objective information about its products and makes sure that
customers’ questions and complaints are handled as quickly as
possible by the centralized customer complaint management unit.
This unit works closely with the drug and medical device safety
departments. Moreover, Guerbet’s production and/or distribution
facilities are regularly audited by the Group or by notified bodies
and inspected by the health authorities.
The Guerbet group has introduced a risk management policy
based on recognized international standards, such as the ICH
Q9 guidelines, making it possible to identify and categorizerisks so that risk mitigation plans can be implemented. This risk
management approach has been incorporated into our quality
management systems as required by current good practices inorder to guarantee the quality, efficacy and safety of our products
and the performance of our medical services and devices.

For more details on the impact of COVID-19, refer to sections 4.1.6, 4.1.7 and 4.2.

Guerbet  Universal Registration Document 2020

Management report
Other legal information

4.10

OTHER LEGAL INFORMATION

4.10.1 Guerbet S.A.’s results for the last five fiscal years
2020

2019

2018

2017

2016

Share capital

12,602,674

12,596,161

12,581,261

12,563,358

12,501,148

Number of existing common shares

12,602,674

12,596,161

12,581,261

12,563,358

12,501,148

–

–

–

–

–

–

–

–

–

–

62,87069,38384,28362,210166,076(in €)

Capital at year-end

Number of existing preferred (non-voting) shares
Maximum number of future shares to be created●Through bond conversions●

Through exercise of subscription rights

Operations and results of the fiscal year
Revenue excluding taxes with various services andproducts

406,835,598 468,197,865 484,408,866 466,919,909 371,463,674

Result before tax, employee profit sharing,
depreciation and amortization, and provisions

29,018,235

28,545,062 127,626,081

41,913,947

41,833,925

Income tax(9,628,972)(5,724,643)

10,839,528(5,160,407)(4,102,679)

651,990744,739

1,558,726

804,657

1,089,354

Income after tax, employee profit sharing,
depreciation and amortization, and provisions(12,699,402) (15,939,618)

99,304,000

258,067

15,142,017

Distributed result

8,821,872 (1)8,817,313

10,694,072

10,678,854

10,625,976

Result after taxes and employee profit sharing but
before allowances for depreciation, amortizationand provisions

3.01

2.66

9.15

3.68

3.59

Income after tax, employee profit sharing,
depreciation and amortization, and provisions(1.01)(1.27)

7.89

0.02

1.22

Diluted net income

1.40

2.95

3.75

0.02

1.20

Gross dividend per share

0.70(1)

0.70

0.85

0.85

0.85

1,030

998

981

985

949

Total wages

66,280,282

63,586,686

60,241,938

55,526,153

53,712,515

Total payroll taxes

32,246,353

30,457,702

31,807,837

25,573,767

24,487,942

Employee profit sharing due for the year

4

Earnings per share

Personnel
Number of employees at December 31(1) This amount will be subject to the approval of Shareholders at the General Meeting of May 28, 2021, called to approve the 2020 financial statements.

Guerbet  Universal Registration Document 2020

101

4

Management report
Other legal information

4.10.2

Information regarding the breakdown of Guerbet S.A.’s trade payables
and trade receivables by due date

4.10.2.1

Breakdown of trade payables by due date

The French law for the modernization of the economy introduced a limit on payment times of sixty days from the invoice issue date (orforty-five days end of the month), effective from January 1, 2009.
At December 31, 2020, the trade payables on the balance sheet of Guerbet S.A.’s individual financial statements broke down as follows:
121+ days
past due61-120 days
past due

0-60 days
past dueCurrent

Total

–

–

28

4,500

4,528

Suppliers of Goods and Services outside
France

1,216

1,713

8,088

11,64922,666

Suppliers of Goods and Services

1,216

1,713

8,116

16,14927,194

Suppliers of Fixed Assets in France

93

7

114

2,707

2,921

Suppliers of Fixed Assets outside France

18

1

8

21,012

21,039Payments outstanding on equity securities

72

–

–

–

72

Suppliers of Fixed Assets

183

8

122

23,71924,032

1,399

1,721

8,238

39,86851,226(in € thousands

Suppliers of Goods and Services in France

TOTAL

Accrued expenses represented €30,330,000 in Guerbet S.A.’s accounts at December 31, 2020.
At December 31, 2019, the trade payables on the balance sheet of Guerbet S.A.’s individual financial statements broke down as follows:
121+ days
past due61-120 days
past due

0-60 days
past dueCurrent

Total

Suppliers of Goods and Services in France

–

–

1,761

5,777

7,538

Suppliers of Goods and Services outside
France

800

1,943

9,345

11,384

23,472

Suppliers of Goods and Services

800

1,943

11,106

17,16131,010

Suppliers of Fixed Assets in France

140

17

455

2,327

2,939

Suppliers of Fixed Assets outside France

1

117

11

25,061

25,190

Payments outstanding on equity securities

72

–

–

–

72

Suppliers of Fixed Assets

213

134

466

27,38828,201

1,013

2,077

11,57244,54959,211(in € thousands)

TOTAL

Accrued expenses represented €24,704,000 in Guerbet S.A.’s accounts at December 31, 2019.

102

Guerbet  Universal Registration Document 2020

Management report
Other legal information

4.10.2.2

Breakdown of trade receivables by due date

At December 31, 2020, the non-Group trade receivables on the balance sheet of Guerbet S.A.’s individual financial statements broke
down as follows:
NON-GROUP TRADE RECEIVABLES

Article D. 441-I-2: Invoices issued and unpaid
at the end of the year and in arrears
0 days(411 accounts)

1 to
30 days

31 to
60 days

61 to
90 days

253

19

3

4

15

41

6,423

1,728

13

105

182

2,028

91 or
Total
more days (1 day or more)

Late payment ranges
Number of invoices involved
Total amount, including taxes, of the invoices involved(in € thousands)

Invoices relating to disputed receivables or bad debts
Number of invoices excluded

7

Total amount, excluding taxes, of excluded invoices

92.9(in € thousands)

Reference payment periods used (contractual or statutory period – Art. L. 441-6 or Art. L. 443-1 of the French Commercial Code)
Payment periods used to calculate late payments

4

The great majority of the payment periods used to calculate late payments
are contractual periods.

Invoices to be issued represented €597,000 in Guerbet S.A.’s accounts at December 31, 2020.

4.10.3

Information concerning the acquisition of participating and controllinginterests (Article L. 233-6 of the French Commercial Code)On February 10, 2020, Guerbet S.A. subscribed to the CertisTherapeutics capital increase for €60,003 (7,813 common shares)
representing 7% of the capital.

4.10.4

Information concerning regulated agreements(Article L. 225‑38 of the French Commercial Code)

1.	Entered into during the fiscal year ended December 31, 2020
N/A.

Guerbet  Universal Registration Document 2020

103

4

Management report
Other legal information

2. Agreements entered into previously but
whose effects continued during the last
fiscal year●

Agreement between Yves L’Épine and Guerbet following thedecision of the Company’s Board of Directors of December 18,
2019 to end his term as Chief Executive Officer:●●

By this agreement, in consideration of mutual concessions
granted on both sides, each of the parties waives any current
or future demand, claim, or action whatsoever in direct orindirect connection with Yves L’Épine’s role as the Company’s
Chief Executive Officer, or one of his roles in a subsidiary of theCompany (including compensation components with respect tothese roles), and waives all other previous agreements existing
between the parties.
This agreement provides for the payment by the Company toYves L’Épine, between January 1 and 15, 2020, of a fixed,
overall and final compensation settlement (within the meaning of
Articles 2044 et seq. of the French Civil Code), in full payment,
equal to a gross amount of €1,100,000 before any deductions.

4.10.5●This agreement was entered into in the interests of the Company,
in particular because it includes a commitment by Yves L’Épine(as a concession in connection with the settlement covered by
the agreement) to refrain from competing with the Company(on the basis of a list of identified companies) and recruiting
any of the Group’s employees for two years.
This agreement was authorized by the Board of Directors on
December 18, 2019. This authorization given by the Board of
Directors was motivated by the need to avoid the risks, costs andtime involved in legal proceedings threatened by Mr. L’Épine
and the possible publicity surrounding such proceedings, thereby
explaining the interest for the Company of the commitments,
in particular financial commitments, made by the Company,as recalled above.

During the 2020 fiscal year, Guerbet paid €1,100,000 for thecompensation settlement mentioned above.

Other information from the management report contained in other sectionsof the Universal Registration Document

Apart from the information already presented in this chapter, the Guerbet group discloses other information that must be included in the
management report in accordance with the French Commercial Code. The table below indicates the section that the reader shouldrefer to for each type of information.

104

Type of information

Associated section of the Universal Registration Document

Research and development activity

The Guerbet group – pages 23 to 27

Allocation of performance shares and stock options tocorporate officers

Corporate governance – pages 69 to 70

Allocation of performance shares and stock options

Guerbet and its Shareholders – pages 81 to 83

Equity stakes acquired during the fiscal year

The Guerbet group – pages 28 to 29

Compensation of corporate officers:● Information on compensation● Information on pension commitments

Corporate governance – pages 54 to 70

Holders of capital and voting rights

Guerbet and its Shareholders – page 78

Employee shareholdings

Guerbet and its Shareholders – pages 79 to 84

Total dividends paid for the last three fiscal years

Guerbet and its Shareholders – page 77

Total non-deductible expenses referred to in Art. 39-4 of theFrench General Tax CodeFinancial statements and notes to the individual financial statements– page 219

Employee, environmental and social information

Statement on non-financial performance – pages 106 to 137

Guerbet  Universal Registration Document 2020

5

STATEMENT
of non‑financial
performance

5.1 CSR GOVERNANCE,ORGANIZATION, STRATEGY,RISKS AND OPPORTUNITIES 106
5.1.1 CSR governance and organization
5.1.2 CSR strategy
5.1.3 Mapping of CSR risks and

106
106

opportunities107

5.2 QUALITY PRODUCTS
AND SERVICES WITH
SOCIETAL VALUE ADDED108
5.2.1 Quality and safety of products

and services 1085.2.2 Responsible use of laboratory

animals in research

5.3 HUMAN RESOURCES

109

110

5.3.1 Employment110
5.3.2 Attractiveness, development andcommitment of employees and talents  110

5.4 KEEPING PEOPLE SAFE AND
HEALTHY 
5.4.1 Background and policy
5.4.2 Health and safety action plan

119
119

and results122

5.5 MINIMIZING ENVIRONMENTAL
IMPACTS THROUGHOUT
THE PRODUCT LIFE CYCLE
123
5.5.1 Minimizing environmental impacts

at our plants 

5.5.2 Global warming

123
127

5.7 BUSINESS ETHICS 
5.7.1 Prevention of corruption and conflictsof interest

5.7.2 Compliance with competition law5.7.3 Relations with local authorities

133
133
134

and communities135

5.8 GUERBET’S CONTRIBUTION
TO THE SUSTAINABLE
DEVELOPMENT GOALS136
5.9 EXTERNAL RECOGNITIONOF GUERBET’S CSRPERFORMANCE137
5.10 CSR DATA CONSOLIDATIONMETHODOLOGY137
5.10.1 Scope and methods of consolidation
5.10.2 Change in scope
5.10.3 Methodological details and limits
5.10.4 Data responsibilities and controls
5.10.5 Quality indicators
5.10.6 Social indicators
5.10.7 Safety indicators
5.10.8 Environmental indicators

137
138
139
139
139
139
140
141

5.11 REPORT BY ONE OF THE
STATUTORY AUDITORS,DESIGNATED AS AN
INDEPENDENT THIRD PARTY,
ON THE CONSOLIDATEDSTATEMENT OF NON-FINANCIALPERFORMANCE142

5.6 HUMAN RIGHTS ANDRESPONSIBLE PURCHASING 130
5.6.1 Human rights
5.6.2 Responsible purchasing 

130
131

Guerbet  Universal Registration Document 2020

105

5

Statement of non‑financial performance
CSR governance, organization, strategy, risks and opportunities

This chapter is an integral part of the management report, in
accordance with Articles L. 225‑102-1, R. 225-105, andR. 225-105-1 of the French Commercial Code relating tocompanies’ transparency obligations. This social, environmental,
societal, and human rights information is published as part of acontinuous improvement process based on the mapping of risks
and opportunities specific to Guerbet.

A methodological note on data consolidation can be found insection 5.9 “CSR Data Consolidation Methodology”, specifying
the definitions, methodology and scope of the various indicators.
Against the backdrop of the COVID-19 pandemic, Guerbet
reaffirmed its commitment to give top priority to employee healthand safety while ensuring business continuity.

This chapter has been verified by an independent third-party
organization whose moderate assurance report is presented in
section 5.9.

5.1

CSR GOVERNANCE, ORGANIZATION, STRATEGY, RISKSAND OPPORTUNITIESThe Group’s business model is presented in section 1.1 of this Universal Registration Document.

5.1.1

CSR governance and organization

The CSR strategy is proposed by Group Management and validated
by the Board of Directors after receiving a recommendation fromthe Ethics, Governance and CSR Committee.

The current CSR strategy and road map were developed in 2018
for a five-year period with the objective of strengthening Guerbet’s
CSR strategy. They were worked out based on the mapping of
CSR risks and opportunities, designed in particular followinginterviews with members of the Executive Committee and membersof the Board of Directors.

At Guerbet, the CSR coordination team reports to the SVP,
Human Resources and CSR, who is a member of the Executive
Committee. The team is in charge of developing the CSR strategy
and coordinating implementation of the road map with risk owners.

In 2020, CSR was placed on the agenda of the Executive
Committee and the Ethics, Governance and CSR Committee of theBoard of Directors, in particular to conduct an initial assessmentof the CSR road map.

The Guerbet group is committed to a proactive CSR approach,historically driven by the Guerbet family.

5.1.2

CSR strategy

Guerbet’s mission is to provide healthcare professionals with thecontrast media, medical devices and innovative solutions thatare vital for diagnostic and interventional imaging, to improve
patient prognosis and quality of life. Driven by our passion for
our work, every day we strive to combine performance, quality
and sustainable development.
Our ambition is to accelerate and build the future of medical
imaging with internal and external growth initiatives in Diagnostic
and Interventional Imaging and in digital technology. To achieve
this ambition, Guerbet has decided to implement an ambitious
strategic plan to better capture growth opportunities in a context
of changes in its markets.
In line with our medium-term strategic plan (see section 1.1 “Businessmodel”), we are making our CSR strategy a real performance
driver and a differentiating factor.

106

Guerbet  Universal Registration Document 2020

We organize CSR around the following main goals:
●
●

●

●

Quality products and services with societal added value;
A responsible social policy, covering five main themes: Diversity,
Prevention, Recognition, Commitment and Responsibility;
A Health, Safety and Environment (HSE) policy that gives toppriority to the safety of people and aims to minimize environmental
impacts at all levels;
Business ethics to ensure practices promoting the fight against
corruption, the prevention of conflicts of interest and anticompetitive
practices, and compliance with the rules of medical ethics.

This ambition is built around the identified CSR risks andopportunities, taking into account Guerbet’s activities and its
specific characteristics, to contribute to the Group’s sustainable
performance by supporting the deployment of its development
strategy. It is also consistent with the Group’s values: ACHIEVE,COOPERATE, CARE, INNOVATE.

Statement of non‑financial performance
CSR governance, organization, strategy, risks and opportunities

5.1.3

Mapping of CSR risks and opportunities

Guerbet has formalized the mapping of non-financial risks and opportunities and the associated road map using the following methodology:
FORMALIZATION OF THE UNIVERSE OF RISKSAND OPPORTUNITIESTaking into account the specific characteristics
of Guerbet, customer expectations, and requirementsof local authorities● Through interviews with Executive Committee members
and Key Directors of the Group● Through an interview with the Chairperson of theBoard of Directors and the Chairperson of the Ethics,
Governance and CSR Committee●

IDENTIFICATION OF MAIN RISKSAND OPPORTUNITIESTaking into account existing control
policies/methods● Online rating questionnaire● Workshop to rate and identify themain risks and opportunities● Validation of mapping by the Chief
Executive Officer●

The main CSR risks and opportunities identified are as follows:●

Product quality and safety;●

Health and safety of persons contributing to the activities;●●

Attractiveness for talents and employee development to support
the strategic plan;
Environmental impacts on our sites: safety of industrial installations,sustainable use of resources, and control of discharges andemissions;●

Environmental impacts of the supply chain;●

Responsible purchasing allowing for human rights;●

Business ethics.

FORMALIZATION
OF THE ROAD MAP

Analyses of best practices
Workshops with risk/opportunity
owners● Validation of the Executive
Committee’s road map● Presentation of the road map to
the Board of Directors●●

In addition to its response to the main risks, the DPEF presents theGroup’s policies and actions in terms of collective agreements
and initiatives to promote diversity.
Guerbet also presents its animal welfare policy.
The risk of tax evasion has not been identified as a material issue
for the Group. The Guerbet group neither encourages nor promotes
tax evasion or operations in non-cooperative states and territories,
for itself, its subsidiaries or its customers.
The fight against food waste and respect for responsible, fairand sustainable food supplies were not identified as a material
issue for the Group.

The road maps associated with these risks are reviewed twicea year with the risk owners. They are presented annually to the
Executive Committee and to the Ethics, Governance and CSR
Committee of the Board of Directors.

5

The main risks and opportunities are identified in the DPEF (statementof non-financial performance) by this logo:

&

RISKS
OPPORTUNITIES

Guerbet  Universal Registration Document 2020

107

5

Statement of non‑financial performance
Quality products and services with societal value added

5.2

QUALITY PRODUCTS AND SERVICESWITH SOCIETAL VALUE ADDED

Guerbet contributes to advancement of the diagnosis of major
pathologies and ensures that future needs are anticipated throughproducts with societal value added (see sections 1.4 “Overview
of activities” and 1.6 “Research and Development”).
The Group develops and provides its customers with innovative
products and services that have proven to be effective and safe

5.2.1

As part of its public health mission, Guerbet continued its activity
to provide maximum support to health facilities in the context of
the COVID-19 pandemic.

Quality and safety of products and services

Background and policy
Guerbet will be able to accelerate and build the future of medical
imaging by relying on its Quality Vision, which places patient
safety as its top priority.
The Group aims to meet the expectations of patients and healthcare
professionals by ensuring the availability of safe, high-quality
products. With several hundred employees dedicated to Quality,
Guerbet develops and provides its customers with health products,
medical devices and services whose effectiveness and safety
have been proven.
Our Quality policy is based on the following fundamentals:
1. Customer needs and expectations are our driving force.
2. Quality applies to all of our activities.
3. All Guerbet employees are responsible for the quality andperformance of the product or service as well as for patient
safety.

108

to use, enabling healthcare professionals to perform their work inthe best conditions for themselves and their patients.

Guerbet  Universal Registration Document 2020

&

RISKS
OPPORTUNITIES

4. Quality employees make for quality companies. For this reason,
all Guerbet employees have the training, learning, abilities
and experience required to allow them to perform their work
competently.
5. A commitment to constantly improve the quality of products
and services. Our continuous improvement initiative is basedon the Guerbet Operational Excellence Program. As part ofthis, performance reviews are conducted on a quarterly basis
at each industrial plant.
6. Achieving our Quality objectives is the primary responsibilityof the management team and requires the active participationof all Group employees in keeping with Guerbet’s ethicalprinciples and values.

Statement of non‑financial performance
Quality products and services with societal value added

Action plan and results
The Group has adapted to ensure business continuity and market supplies of essential products in the context of the COVID-19 pandemic.
To support the Quality Vision, which places patient safety as our top priority, to comply with the new requirements of the health authorities
and to support the Group’s strategic guidelines, Guerbet has defined the following road map:
Theme

Objectives and key focuses for 2018–2023

Quality Performance

●

●

●

●

Quality
Culture“Right the first time”.
Improve the batch release cycle time.
● Improve the Quality Index.
● Develop the performance of quality control
laboratories through operational excellence.

Continue implementation/revision of thestandardized Quality policy.
● Continue to promote a common Quality culture by:• organizing training for the employees concerned;• describing the Quality Management System
in a formalized global Quality Manual.
● Strengthen the skills of the Quality Division by
recruiting medical device Quality experts.
●

Compliance

5.2.2

Actions, progress and results in 2020●

Continue the deployment of Quality audits.

Objective of “right the first time” above the threshold in 2020.
Reduction of the batch release cycle time by more than
20% since the implementation of this indicator in 2019.
● Improvement of the Quality Index by two points from 2019and by 14 points from 2018.
● Improvement of quality control laboratory performance by
7% from 2019.
Creation of the Group Quality Manual and updatingof policies and guidelines to reflect changes in global
regulations.
● Continuation of the process of simplifying Quality Management
Systems in the industrial plants.
● Training and retraining in Good Manufacturing Practices(GMP).
● Launch of a training program on reducing human error.
● Preparation for the new EU MDR (Medical Device Regulation).
●

Despite the pandemic, Guerbet conducted four corporate
quality audits at its industrial plants.
● Eight inspections by health authorities at the industrial plants
with renewal of the certificate.
●5

Responsible use of laboratory animals in research

In research and innovation, Guerbet’s work is focused on two
key medical imaging segments: Diagnostic Imaging – including
Magnetic Resonance Imaging (MRI), X-Ray Imaging, and Imaging
Solutions and Services (ISS) – and Interventional Imaging.
Where the use of animals is imperative, studies are supervised byprofessionals who are trained continually, and using procedures incompliance with the regulations. Experiments are conducted witha concern for preventing animal suffering as much as possible.
These precautions, which are an integral part of our procedures,are applied throughout the life of the animals, from accommodation
to care, and all the way to scientific experimentation.

Since 1996, Guerbet has voluntarily committed to the international
principles of the “3Rs” of Replacement, Reduction and Refinement:●●●

Replacement: give preference to other methods over animal
testing. Laboratory animals are used only when absolutely
necessary, i.e. when the objective of the study cannot be
achieved by other means, particularly in vitro testing;
Reduction: use animal testing as little as possible in a researchstudy, bearing in mind that a representative panel is necessary;
Refinement: improve the animals’ comfort and prevent animal
suffering by using appropriate analgesia and anesthesia methods.

Guerbet  Universal Registration Document 2020

109

5

Statement of non‑financial performance
Human Resources

In accordance with the regulations, Guerbet has an Ethics
Committee consisting of 10 members, including an independent
veterinarian. The Ethics Committee assesses each research projectrequiring the use of an animal model and gives an opinion which
is attached to any application for project authorization submitted
to the French Ministry of Higher Education and Research. Guerbet
also has an eight-member animal welfare structure, including an
independent veterinarian. The animal welfare structure is responsible

5.3●

The fundamental principles of Balance, Fairness and Ethics,
structured around the following five main themes: Diversity,
Prevention, Recognition, Commitment, and Responsibility;
The Group’s values: ACHIEVE, COOPERATE, CARE, INNOVATE.

Respecting its employees is one of Guerbet’s central concerns,
as evidenced in its “CARE” value, applied to all the actors in its

5.3.1

Wanting to offer innovative solutions for the future, Guerbet
ensures that such work complies with ethical rules and respects
animal welfare.

HUMAN RESOURCES

Guerbet applies a corporate social responsibility policy based on:●

for advising the professionals on animal welfare issues and forauditing practices and studies. Guerbet may need to subcontract
studies, and only works with companies applying the same rules.

ecosystem. The Group believes that the men and women who
work at the company are the driving force behind its success. Theirwell-being and safety are a guarantee of lasting performance.
Within this people-friendly framework, Guerbet relies on a strong
health and safety culture, promotes diversity, does not tolerate
any discrimination or harassment toward others, and bases its
sustainable development on listening and social dialog.

Employment

As of December 31, 2020, the Guerbet group had 2,635 employees worldwide.
BREAKDOWN OF WORKFORCE BY REGION(in %)

19.2%
North America

15.0%
Europe, Middle East,
and Africa(excluding France)
TOTAL
STAFF

2,635
48.0%
France9.4%
Latin America
8.3%
Asia-Pacific

&

5.3.2

Attractiveness, development and commitment of employees and talents

Guerbet has a Human Resources (HR) management policy geared
toward social engagement.
Changes in Guerbet’s business model to support the Group’s strategicplan are profoundly transforming the organization. The Group’s
strategic plan highlights a need for new skills by favoring, whenpossible, the development and internal mobility of our employeesor, where appropriate, through targeted recruitments to support
the Group in new areas of development available to it, such as
interventional radiology, medical devices (and their associatedtechnical services), and the development of a software offering
incorporating Artificial Intelligence solutions.

110

Guerbet  Universal Registration Document 2020

RISKS
OPPORTUNITIESThe development of Human Resources policies: recruitment,
development, performance evaluation and employee recognition
are designed to support Guerbet’s ambition.
The implementation of HR policies is supported by a Human
Resources Information System (HRIS) for management of all GroupHR policies.

Statement of non‑financial performance
Human Resources

5.3.2.1	A recruitment and integration policy
to support the strategy
Background and policy
Guerbet favors permanent employment, in line with the long-term
vision of its strategy, and applies a recruitment policy to supportchanges in its business model, highlighting the need to attract
strategic skills and scarce profiles. At year end, more than 90%of the workforce were on long-term contracts.
Guerbet is developing its employer brand, which reflects strategicchanges, and aims to make Guerbet more widely known and more
attractive. Through strategic partnerships (IBM Watson Health,

Icometrix, and InterSystems), Guerbet is developing a software
offering incorporating Artificial Intelligence solutions. Guerbet also
has a very significant development activity on medical devices,which are a major component of its product portfolio, both inDiagnostic Imaging (injectors and associated consumables) andInterventional Imaging (portfolio of innovative microcatheters).
Guerbet is attracting talents to enable these highly innovative
developments and is taking specific actions through its employer
brand to increase its attractiveness and thus attract these candidates.
For newcomers, Guerbet is implementing an induction plan toincrease their knowledge of its activities and strengthen their
feeling of belonging in the Group.

Action plan and results

Theme

Recognition
andrecruitment

Objectives and key
focuses for 2018–2023

Strengthen theemployer brandglobally.
● Recruit in thedigital solutions,medical devices
and Interventional
Imaging segments.
●

Actions, progress and results in 2020

Enhancement of the employer brand, especially on social networks, to better reflect
strategic changes, make Guerbet more widely known, and increase its attractiveness.
● Review of the recruitment policy: clarification of the process and the roles and responsibilitiesof each person (manager, HR, recruiter), change of recruitment model by insourcing,
improvement of the candidate experience in connection with our employer brand.
● Continuation of the Editorial Committee to translate the internal and external communication
strategy for recruitment.
● Implementation of an internal referral recruitment program.
● Participation in recruitment and student fairs, e.g. enhancing communication concerning
existing partnerships with associations.
● Examples of 2020 key recruitments:• Experts in augmented intelligence, medical devices and Interventional Imaging;• Quality Manager;• Key functions in Asia-Pacific: marketing, regulatory affairs and medical affairs;• Quality, IT and Drug Safety Monitoring Manager.
●

5.3.2.2	An employee development policy
Background and policy
The Guerbet group has a job and skills management and training
policy to promote and support employee career development in linewith the Group’s strategy. This policy is based on the continuous
training of employees, support for the development of leaders,and development of links between business units to allow new
strategic skills to be acquired.

Continuing employee training
Guerbet invests in the continuing training of its employees toacquire, develop and strengthen the knowledge and skills necessary
to perform their job functions in accordance with applicableregulations and procedures, with a view to achieving full successand continually improving performance.

5

Guerbet also anticipates skills development needs to respond toplanned developments and thus support the transformation of thecompany and the achievement of its priority objectives in line withthe strategy defined for the Group.
The areas of focus include the development of skills in the fieldsof medical devices, Interventional Imaging, digital technology
and artificial intelligence in order to succeed in our projects andmeet customers' expectations regarding the launching of our new
products and solutions.
Particular attention is also given to operational excellence andcontinuous improvement to implement the strategy as efficiently
as possible. Guerbet is also vigilant in its compliance withongoing changes in applicable regulations and quality andsafety requirements.

Guerbet  Universal Registration Document 2020

111

5

Statement of non‑financial performance
Human Resources

Lastly, to foster the Group’s growth in an international context,
Guerbet is continuing its foreign language training effort.
Various educational formats are proposed to meet these objectives:
document-based learning, on-the-job training, and other technicaltraining and human skills development sessions, conducted in aworking situation, face-to-face, through distance learning or online(preferred format due to the pandemic).
Also noteworthy is the use of the Guerbet Inside collaborative
software solution, which promotes co-development and theexchange of information (blog articles, videos, webinars, etc.),
good practices and tutorials, contributing to the learning culture
within the Group. There was strong growth in webinar-type training
for employees in 2020, especially due to the COVID-19 crisisand generalized teleworking over long periods of time.
This culture of learning between employees is reinforced by
the involvement of internal trainers at the various Group plants.
During the collective training sessions that they lead, they share
their expertise and know-how, contributing to the capitalizationof knowledge and the development of an internal community
within the company.
Continuing training thus contributes to the company’s sustainable
development, aiming to increase employees' expertise in orderto support the company’s growth.

Global leadership development program
Beyond the Guerbet Development Center, with the objectiveof supporting the Group's permanent transformation and thedevelopment of all employees, Guerbet invests in strengthening
the managerial and human skills of its managers at all levels of
the organization.
One of the objectives of the program is to give Guerbet’s managers
the tools and attitudes to engage their teams over the long term,
strengthen their confidence in this role, and develop their leadership:
engage, develop, and recognize the performance of employees.
In 2020, several pilot sessions were conducted with managers
from various business units and plants. The objective is to start
rolling out these training courses for Group managers as of 2021.

Succession plans and development of potential
In order to support the internal and external growth strategy andthe emergence of new jobs, Guerbet has developed its Human
Resources road map around “employee development and training”.
For example, Guerbet has:●●●

Support the development of leaders
Development program
As part of the preparation of succession plans for key functions,Guerbet offers a specific Guerbet Development Center development
program open to employees showing potential for advancement
into a key position in the company.
Participants in this one-year program include employees fromvarious countries, of differing professions, ages, gender andseniority levels, supervised by internal coaches. This is a year
full of experiences and learning focused on the developmentof transformational leader skills. The program offers seminars(including presentations, group workshops, challenges and awards),
webinars, in-house and outside speakers, and the performanceof a project as a cross-functional international team. The topics
addressed focus on the main characteristics of a Guerbet leader:knowing yourself, knowing yourself as a leader, and knowing thecompany with a focus on the Group’s values (CARE, COOPERATE,INNOVATE, ACHIEVE).
This initiative makes it possible to strengthen our succession plans
at all levels in key positions in advance. It also contributes to themotivation, commitment and retention of employees as well as
to the development of a sense of belonging across the Group.

112

Guerbet  Universal Registration Document 2020●

Developed “Sector Experts” training modules: Interventional
Imaging, Commercial, Digital, etc.;
Defined and launched training for all Guerbet managers, fromthe field manager to the executive manager;
Adapted the “Talent Management” approach and succession
plans to prioritize key skills and job positions at all levels of
the organization;
Developed a mentoring program to support our talents in theirdevelopment trajectories.

Closer look at the internal and international
mobility policy
The policy implemented encourages all teams to consider careerprospects within a Group scope. It aims to identify new talents
and develop and strengthen employee engagement and is partof the skills development policy.
Internal mobility includes moves to another business unit or line
management position (promotion), changes of region, or projectexperience. The use of Volunteers for International Experience (VIE)in our subsidiaries (outside France) is encouraged, for international
mobility, for employees under the age of 28.
Regardless of their seniority and position in the company, allemployees are eligible for internal mobility and are encouraged
to express their desire to their manager during career discussions.
In 2020, Guerbet launched the Graduate Program to support
the development of young employees in critical positions. This
program allows young graduates to discover various professions
and accelerate their careers in key positions within the Company. It
is a three-phase program consisting of three six-month assignments,
including one assignment abroad.

Statement of non‑financial performance
Human Resources

Action plan and results

Theme

Employeedevelopment
and talentmanagement

Internal mobility

Objectives and key focusesfor 2018–2023

Gradual deployment of
the Guerbet Academy:
develop employee skills, inparticular cross-disciplinary
skills, to support the Group’s
development.
● Gradual deploymentof a single regulatory
training management
tool throughout the entire
Guerbet group to facilitate
overall management.
● Deployment of annual
performance appraisals.
●●Continuation of the internal
mobility program.

Actions, progress and results in 2020

Structuring of the Guerbet Academy and deployment of initiatives:• Guerbet Development Center internal program extended to all Group divisions;• New “Management and Leadership” program set up with pilot sessions;• Project management capabilities deployed at all the industrial plants and theirsupport functions;• Training in new skills (Medical Devices, Interventional Imaging, key accountmanager, Digital/Augmented Intelligence) through continuing training (outsidetraining courses and implementation of internal initiatives and programs).
● Skills development through training:• 1,455 employees were trained by a trainer, 494 e-learning courses werecompleted, and 2,757 on-the-job training sessions were provided;• 2,160 employees connected to Guerbet Inside’s internal social network with
100 active communities;• More than 500 participants on average for internal webinars dedicated tointerventional imaging;• Continued deployment of the regulatory training management tool.
● Annual performance interviews for 98.3% of the workforce.
●●●

176 internal mobilities in 2020.
Launch of the Graduate Program to support the development of young employees
in critical positions.

5.3.2.3	A recognition policy in line with thecompany’s strategy and development
Background and policy

market. In addition to this fixed compensation, there is variable
compensation in the form of bonuses and/or profit sharing tied
to individual and collective objectives incorporating CSR criteria
and other factors.

Global recognition policy

Indirect compensation and benefits

Guerbet’s men and women are key to the Group’s success. The
recognition policy is an essential factor in its long-term performance.

In addition to direct compensation, we offer a “Compensation
and Benefits” package that includes the following components:

Our global recognition policy covers all compensation components
for the company’s employees. This policy includes monetaryand non-monetary components, such as profit sharing, long-termcompensation, strengthening loyalty, and all employee development
components. Guerbet’s recognition policy has several objectives:

●

●
●

●

Attract and retain employees;
Equitably recognize the contribution of employees to Guerbet’s
strategy in a context of transformation;
Regularly analyze the competitiveness and structure of compensationcompared with market baselines and country practices.

Direct compensation
We offer our employees attractive compensation tied to theassessment of their contribution to the company’s success. Annual
increases take into account the employee’s individual performanceas well as the positioning of the employee’s salary relative to the●5

Since 2016, the General Meeting has authorized the Board of
Directors to establish performance share allocation plans. Plans
were implemented in September and November 2016 andthen in March 2018. In 2020, in light of the circumstances ofthe pandemic, the Company made the exceptional decision
not to allocate performance shares, and the Chief Executive
Officer waived any allocation pertaining to him.
Other components of compensation and benefits:• Competitive welfare, health and retirement coverage;• Company vehicles available to certain categories of employees;• Certain expenses covered, depending on local laws;• Employee performance and initiatives rewarded throughannual awards;• Development of working from home for certain positions andaccording to local laws due to COVID-19, and discussions of
the post-COVID/“new normal” environment are in progress.

Guerbet  Universal Registration Document 2020

113

5

Statement of non‑financial performance
Human Resources

Premium
For the second consecutive year, Guerbet’s Management paid a“Macron” bonus to Guerbet S.A. employees to help support thepurchasing power of employees whose compensation is below
the internally defined threshold.
In addition, in the context of the COVID-19 pandemic, Guerbet
S.A. and the trade unions entered into an agreement to reward
employees who were mobilized in the field in the first weeks ofthe pandemic to allow Guerbet to continue its activities to support
health facilities insofar as possible.

Guerbet extended this initiative to all Group employees mobilized
in the field.

Solidarity plan with donation of days off
In the context of the pandemic, Guerbet S.A.’s Management
and the trade union representatives entered into an agreement tocreate a solidarity plan for the donation of days off, matched by
Management, for employees affected by the reduction in compensationfor vulnerability or childcare reasons. This arrangement was able
to limit the impact on the compensation of the persons concerned.

Action plan and results
Theme

Objectives and key focuses for 2018–2023

Compensation●

Involve employees in the company’s growthand development, in particular by granting
performance shares to enable Group employees
to become Shareholders.

5.3.2.4 Diversity and equal opportunities
Background and policy
Guerbet believes that employee diversity is an asset as well as
an opportunity to develop the Group’s sustainable performance,
innovation and creativity. Guerbet promotes inclusion, applies
zero tolerance in the fight against discrimination in all its forms,
and incorporates these topics into its managerial training.
Guerbet promotes diversity, regardless of gender, age, marital
status, sexual orientation, disability, national or ethnic origin, or
religious or political beliefs, in recruitment and career development.
Any act of discrimination can be reported to the manager, theLegal Division, or the Human Resources Division or on the reporting
platform (alert line) available to employees. This platform allows
any professional alert reported anonymously or otherwise to becollected, recorded, and investigated confidentially (more information
is available in the Guerbet Code of Ethics: paragraph 5.7.1“Prevention of corruption and conflicts of interest”).
Recruitment and compensation are based on objective criteria ofcompetence, know-how, and interpersonal skills.
We believe that the diversity of our personnel is a source of wealthand an opportunity to develop our performance, innovation andcreativity.
The promotion of diversity, equal opportunities and respect forindividuals are an integral part of the Guerbet code of ethics.
The Human Resources team at all levels of the company is responsible
for a policy of diversity and equal opportunities with regard to114

Actions, progress and results in 2020

Guerbet  Universal Registration Document 2020

As of December 31, 2020, 2.93% of the sharecapital was held by the Group’s employees.
● Bonus paid to employees mobilized in the fieldin the first weeks of the pandemic.
● Establishment of a solidarity plan with donationof days off.
●

employee recruitment and development. Guerbet has establishedmajor agreements on diversity, via a Non-Discrimination Charterin the United States and agreements in France on gender equality
in the workplace, employment of youths and senior workers, andemployment of disabled persons. Guerbet is globally committed
to implementing diversity and inclusion policies and encourages
initiatives.

Closer look at gender equality andcultural diversity in the workplace
At December 31, 2020, 43.3% of Guerbet group’s employees
were women and 56.7% were men, on both open-ended andfixed-term contracts. The Group aims to have the same proportion
among senior executives as exists in the Group overall. The 2023
objective is to have women in more than 40% of senior executive
positions. To achieve this, Guerbet has included in the Guerbet
Academy a special focus on developing women leaders; the Guerbet
Academy is being deployed gradually under a 2020–2023 plan.
In 2020, women held 34% of senior executive positions, animprovement of 12% from 2018. At December 31, 2020, 36%of the Executive Committee members were women, up significantly(12.5% at the end of 2019).
The agreements and action plans signed in all of the Group’s
companies in France are based on a goal of zero discrimination
within the Company, a goal shared by management and the social
partners. They refer to results particularly in terms of recruitment,
qualifications, training and compensation. They define provisions
aimed at maintaining gender equality in the workplace with regard
to recruitment, compensation, training and career development.

Statement of non‑financial performance
Human Resources

In 2020, Guerbet achieved the following gender equality scores:●

82 out of 100 for Guerbet S.A.;●

91 out of 100 for the French subsidiary;●

95 out of 100 for the Marans plant.

This is a system for assessing gender equality within the frameworkof the “professional future” law, to which Guerbet has replied.
The score is based on five criteria established by the government:
gender pay gap, gap in annual pay rises and promotions,
return from maternity leave, and presence of women among thecompany’s top ten employees. This score highlights Guerbet’s
commitment to equality.

GENDER DISTRIBUTION WITHIN THE GROUP AND IN SENIOR MANAGEMENT

56.4%

57.1%

56.7%

43.6%

42.9%

43.3%

Group
2018
Women

66.1%

66.0%

29.8%

33.9%

34.0%

Senior exec
2018

Group
2020

Group
2019

70.2%

Senior exec
2019
Women

Men

Senior exec
2020

Men

Closer look at cultural diversity
We also monitor cultural diversity indicators. The Guerbet group is present in 31 countries. At the Group level, 57 nationalities are
represented, including 29 for senior executives (vs. 25 in 2018).

5

DISTRIBUTION OF NATIONALITIES WITHIN THE GROUP AND IN SENIOR MANAGEMENT
19.2%
American7.9%
Brazilian

4.3%
Brazilian

14.5%
American

2.3%
Irish

3.1%
Irish
GROUP

45.3%
French0.4%
Japanese

2.2%Japanese

SENIOREXECUTIVES

1.8%
South Korean
1.2%
Hong Kong
19.1%
Other nationalities

52.7%
French1.6%South Korean
0.8%
Hong Kong

23.0%
Other nationalities

Guerbet  Universal Registration Document 2020

115

5

Statement of non‑financial performance
Human Resources

Closer look at measures taken to promote accessto employment for younger people and to keep
older workers employed
The agreements signed in the Group’s French companies contain,
in particular, commitments to the employment of senior workers,
through measures to improve working time arrangements, actions
for the transfer of skills, and end-of-career arrangements. At Guerbet
generally, there is a real desire to keep older workers employed.
Guerbet is committed to young people’s access to long-term job
opportunities and measures to promote the integration of young
people. Guerbet contributes to the training of young people byregularly receiving interns of all levels and in all fields in all of
the Company’s business units and plants, including in the context
of the pandemic.
Guerbet also offers VIE contracts, allowing several assignments
to be performed in various entities.
Guerbet develops partnerships between local schools and universities
and the Group’s plants, including through virtual professional
discovery sessions during the pandemic.

Closer look at measures taken to promote
the employment and integration of disabled persons
The Group is committed to pursuing a policy for the employment
of disabled workers by relying on HR contacts and a Disability
correspondent in France, who endeavor to adapt work stations,and increase cooperation with the sheltered sector (1) and thedisability-friendly employment sector (2). This policy has materialized
in practical initiatives for several years, such as:
●
●

●

●

The recruitment of disabled persons is encouraged;
Use of the sheltered employment sector and the disability-friendly
employment sector for certain services (collection and sortingof waste, maintenance of green spaces and roads, mailing,
packaging activities, etc.);
Initiatives aiming to change perceptions of disability and show
people that being different is not a handicap but can in fact
create synergies;
A search for personalized job redeployment solutions with thehelp of disability committees to try to retain employees in theworkforce (see section 5.4.1.2 “Closer look at occupational
health”).

Guerbet S.A.’s rate of direct employment of workers with disabilities is6.6%, not including subcontractor employees. This rate is calculated
according to the new methodology defined in the French social
security code (calculation on the average workforce, recognitionof beneficiaries aged 50 and over, excluding the sheltered andadapted work sector).

Closer look at the commitment of Guerbet
and its employees to meet societal challenges
As a socially responsible company, Guerbet provides financial
support in various forms (sponsorship, subsidies, training tax, etc.)
and encourages initiatives taken by employees.
Guerbet is particularly committed to health, ecology and solidarity
through actions supporting local non-profit organizations.
For example, Guerbet in France is involved in the organization NQT“Nos quartiers ont des talents”. Through this partnership, employees
mentor young graduates from priority neighborhoods and fromdisadvantaged social backgrounds. They help them define theircareer plan and improve their job search tools. They can also givethem advice on adapting to corporate culture, prepare them forjob interviews, develop their professional network, and help them
gain self-confidence. This partnership is coordinated internally by
the Corporate Secretary. In 2020, some thirty employees signed
up as sponsors, and since the beginning of the partnership with
NQT, more than 200 young people have been supported.
Other concrete actions show the commitment of Guerbet group
employees through their participation in initiatives to support thedisabled, healthcare, or charities.
Guerbet is involved with the French government initiative PAQTE(Pacte avec les Quartiers pour Toutes les Entreprises). This pact
is a commitment by companies wishing to support inhabitants inpriority neighborhoods targeted by the government’s policy forthe cities, with ambitious, quantified, evaluated objectives. The
government has four main areas of commitment “for a targeted,shared and high-impact Pact”. Due to its strong historical roots ineconomically troubled areas, Guerbet’s commitment to the PAQTE
reflects the Group’s societal responsibility and its determination
to become actively involved in these areas of activity. Throughawareness-raising, training and responsible purchasing actions,this mobilization reinforces the actions already carried out by
the Group and strengthens the link between young people andthe business world. Guerbet has set three-year targets in eachof these areas.
In the context of the pandemic and of Group initiatives to define
the “new normal”, an international working group representing all
Divisions, led by the Corporate Secretary, was formed to identify
and carry out initiatives to increase and strengthen employee
mobilization and engagement. It is within this framework that
Guerbet initiated discussions to identify and reveal its corporate
purpose, which will continue in 2021.
In 2020, Guerbet also launched a global referral recruitment
program encouraging our employees to recommend people theyknow for vacant positions within our organization.

(1) Établissements de services d’aide par le travail or ESAT (organizations to help disabled people through work) form the sheltered sector, which allows people
with severe disabilities to work in adapted working conditions.
(2) Disability-friendly companies have a workforce of at least 80% disabled persons.

116

Guerbet  Universal Registration Document 2020

Statement of non‑financial performance
Human Resources

Action plan and results
Theme

Objectives and key focuses for 2018–2023

Gender equality●

Cultural diversity●

Employment ofyoung people

Employment of
disabled persons●●

Develop gender equality with a view toachieving the same proportion in senior
management as in the Group as a whole.
2023 objective:• more than 40% female senior executives.
Develop cultural diversity.
Continue to develop partnerships withschools to integrate young people into thecompany.
Promote the employment of disabled persons.

5.3.2.5	An approach promoting a better
quality of life at work

Actions, progress and results in 2020

Rate of 34.0% women in senior executive positions vs. 43.3%
in all positions; this rate is up from 30% in 2018.
● Gender equality indicators:• 82 out of 100 for Guerbet S.A.;• 91 out of 100 for the French subsidiary;• 95 out of 100 for the Marans plant.
●●

The Group employed 72 apprentices at the end of 2020,
representing 2.7% of the workforce.
● The Group employed 33 interns throughout the year.
● The Group employed five VIE participants in 2020.
●

Continuation of the awareness raising campaign in France
through testimonials.
● Workers with disabilities account for 6.6% of Guerbet S.A.’s
direct employees in France, excluding partnerships with the
sheltered and adapted work sector.
●●

Background and policy
Guerbet’s ambition is to promote a good work/life balance by
providing a satisfactory working environment for its employees.
This approach includes the creation of a safe working environment,
attention to the development of management practices promoting
proximity with employees, and attention to their well-being.
A safe work environment contributes to the quality of life at work,
which is reflected by our key focus on Safety First. Guerbet isa player in healthcare. Internally, this mission is reflected in thepriority given to employee safety and health.
To enable employees to learn of and understand progress on
the Group’s strategic plan, and to make it meaningful, Guerbet
regularly organizes information meetings at the head office andin each subsidiary. This initiative was stepped up in the context of
COVID and social distancing with regular briefings. This initiative
will continue.
Employee information and expression are also promoted byGroup-wide deployment of a collaborative software solution,
Guerbet Inside. In 2020, the deployment of an online collaboration
tool facilitated teamwork, relationships and dialog, particularly inthe context of social distancing.

●●

The QVT policy is part of the mandatory annual negotiations
for all French entities;

In 2020, Management reported the QVT survey results to all
Guerbet S.A. employees, a process initiated by the Central
Works Council and supported by Management. Overall, thesurvey showed strong employee engagement and pride in being
part of Guerbet. In sectors where points to watch had beenraised, Management has set up working groups with employees
to encourage them to talk about their working conditions, whichallowed working themes relating to communication, working
atmosphere, recognition or working conditions to be identified.
This collaborative approach has allowed action plans to bebuilt. The social partners were regularly informed of the progressof the working groups and were involved in the preparation ofaction plans at certain plants;

5

Since 2019, the Dublin plant has conducted an annual employee
survey, which is part of the “Great Place to Work” certification
process, and continues to roll out the associated action plan.

In 2020, against the backdrop of COVID and social distancing,
Guerbet implemented a specific action plan to ensure the qualityof life at work for employees:●●●

Guerbet rolled out a webinar program in 2020 to help employees
learn more about Guerbet’s activities and products.
Guerbet is gradually deploying programs to improve the qualityof life at work (“QVT”) and for the prevention of psychosocial
risks (PSRs), and it conducts targeted employee surveys involving
local management:

At the Group level, at least 57 nationalities are represented,
including 29 in senior management.

●●

A guide to good practices for organization of working fromhome and on-screen work;
Maintaining team connections through the managers (virtual
coffee breaks, etc.);
Production of weekly surveys of employees working from homeduring the first lockdown. The objective of this initiative is toimprove the general conditions for teleworking and to provide
feedback on needs (tools, clarity of the projects underway,
evaluation of internal communication, etc.) with an averagesatisfaction rate of more than 4 out of 5;
Organization of online sports and wellness workshops for
employees working from home during the first lockdown inFrance and for certain subsidiaries;
Online training.

Guerbet  Universal Registration Document 2020

117

5

Statement of non‑financial performance
Human Resources

Guerbet is committed to maintaining a safe and peaceful work
environment, free of any acts, comments, or behaviors likely toconstitute a form of harassment. Accordingly, the Group condemns
all types of harassment toward others, whether emotional or sexual,
and applies a zero-tolerance policy in this area. Guerbet trains
managers on harassment awareness.
Guerbet takes psychosocial risk into account in its managementand deploys appropriate plans and programs. As part of this, a
concrete action plan has been rolled out in the French plants to:
1. promote the right to disconnect;
2. train managers in objectification of the workload and involve
them in co-development sessions;
3. coordinate the internal liaison group made up of volunteer
employees, trained and regularly retrained through their
participation in joint development sessions; and4. protect the health of independent executives whose contracts
are based on a fixed number of working days through a special
annual interview regarding the workload.

Support programs are in place at the Cincinnati, Dublin andRaleigh plants and the sales subsidiaries in North America andAsia-Pacific to help employees with work-related/personal problems,
including issues relating to the pandemic.
In this context, Guerbet has also:●●●

Offered all its employees in France access to a remote medical
consultation service, including a psychological support unit,
through the mutual health insurance company;
Organized webinars on managing stress and emotions during
the pandemic period in Asia-Pacific and São Paulo;
Set up working groups to take into account lessons learned fromCOVID and to define the new normal, focusing in particularon employee engagement, working from home, and Guerbet’s
Corporate Purpose.

In addition, to promote pride of belonging and employee satisfaction,
Guerbet encourages the organization of initiatives and events. Due
to COVID, there were few in-person events in 2020. Nevertheless,moments of virtual exchanges and celebrations were organized
as often as possible (the Novemberblue men’s health awarenessinitiative, virtual division seminars, virtual team coffee breaks, etc.).

Action plan and results

Theme

Objectives and key focuses for
2018–2023
Actions, progress and results in 2020

Employee satisfaction●

Internal communication andemployee collaboration

118●

Deployment of targeted
sur veys involving local
management.

Foster communication andcollaboration between units,
entities and countries.

Guerbet  Universal Registration Document 2020

Meetings to report on the QVT survey conducted in 2019 at Guerbet
S.A.’s plants. Launch of targeted working groups to identify work
themes such as communication, the work environment, recognition
and working conditions.
● Gradual implementation of the action plan at the Dublin plant through“Great Place to Work”.
●

100 active communities and 2,160 connected employees on the
Guerbet Inside collaborative software solution.
● In the context of COVID, organization of regular information meetings,
a continuing initiative.
● Deployment of an online collaboration tool to facilitate collaborative
teamwork, relationships and dialog, in the context of social distancing.
● Deployment of a webinar program to learn more about Guerbet’s
activities and product applications.
●Statement of non‑financial performance
Keeping people safe and healthy

5.3.2.6	Labor relations
The Group has always encouraged dialog with employee
representative bodies, which it considers to be full-fledged
partners. For Guerbet, social dialog is conducted on the basisof mutual trust. It can be a lever for performance and a driverof transformation. It is based on transparency, communication,
respect, and a shared commitment to achieving results. Similarly,
union rights are recognized and respected in all countries where
Guerbet operates.
Accordingly, on a proposal from the Board of Directors, the General
Meeting of Shareholders in 2017 proactively organized the early
election of a first Employee Director to the Board of Directors. A
second Employee Director was elected in 2020. For these twoelections, Guerbet provided internal communication support toall the candidate employees.
The Group’s social responsibility policy in France is materialized
by, inter alia, the signing of agreements on gender equality in theworkplace, quality of life at work (QVT), the organization of working
time, working conditions and, more generally, employment. Collective
working-time arrangements have been introduced in the production
sectors, such as shift work, continuous work, semi-continuous workand on-call duty, in order to meet operating needs.

Against the backdrop of COVID-19, health and social preventive
and protective measures have been put in place in consultation withthe social partners. Guerbet has implemented Group governance,
the exchange of good practices, and regular conference callswith all employees.
Guerbet has also entered into agreements in France to createa solidarity plan for the donation of days off with matching by
Management in order to maintain the compensation of employees
on short-time work schemes due to childcare or vulnerability criteria.
In a broad sense, labor relations at Guerbet involve:●●

promoting communication between all internal stakeholders:dialog between social partners and Management, between
managers and their teams, and between the various sectors; andpreventing conflict by encouraging free expression and being
receptive, dealing early with potential situations of conflict,giving attention to working conditions, and gathering proposals
for improvements.

5.4

KEEPING PEOPLE SAFE AND HEALTHY

5.4.1

Background and policy

We work toward our ambition of accelerating and building thefuture of medical imaging with the safety of patients as our top
priority. Internally, this goal is reflected in the importance given
to employee safety and health.
Our vision is to strengthen our safety culture to achieve the objectiveof “zero accidents”. Regarding Health, Safety and Environment,
our approach is based on the Guerbet Operational Excellence
Program and the following principles of continuous improvement:●

Appropriation and implementation of Group standards;●

Strong, visible leadership by managers;●

Risk assessment and control;●

Consideration of HSE issues from the start of projects;●●

Commitment by everyone to apply the Guerbet Values (CARE),
rules and safety behaviors;
Commitment by everyone to suggest ideas for improvement
and to report hazardous situations;●

Reporting of events, root cause analysis, and cross-plant feedback;●

Regular training and awareness raising;●

Appropriate visual management;●

Preparation for emergencies.

&

RISKS
OPPORTUNITIES

Guerbet’s policy aims to preserve the safety and health of people
at work through prevention actions and measures to improve
working conditions. Safety and health are factors in the monitoringof management performance.

5

Prevention actions are carried out in conjunction with theoccupational health units and local health and safety bodies,such as the Rio internal accident prevention commission (CIPA)
and the Social and Economic Committees in France. Guerbet is
gradually implementing an employee engagement program by
setting up Safety Champions teams.
The industrial plants deploy employee awareness programs,
for example an internal occupational injury prevention week in
Rio (SIPAT) and the implementation of a weekly safety message
proposed by the departments of the Aulnay plant.

5.4.1.1 Closer look at safety
Achieving our safety objectives is the primary responsibility of the
management team and requires the commitment of each Group
employee.
The Group’s objective is to reduce the TRIR by 64% between
2017 and 2023. This indicator includes injuries with lost time,with medical restrictions, or with medical treatment.

Guerbet  Universal Registration Document 2020

119

5

Statement of non‑financial performance
Keeping people safe and healthy

In line with the Group’s strategy, Guerbet has formalized its HSE
vision and designed the 2023 HSE road map with the objectiveof reinforcing the safety culture. This vision and the HSE roadmap were built around the following 10 key points, structuring
Guerbet’s HSE management system.

Closer look at safety

10
MANAGEMENT REVIEWAND MONITORING

1

2

3

Event reportingand performancemonitoring

HSE leadershiprole and
responsibilities

Risk
assessment andcontrol

4

5

6

Rules
and procedures

HSE
communication,
training andskillsAssetdesign,maintenanceand integrity

7

8

9

Safetyof subcontractors
and suppliers

Auditsand benchmarks

Emergency
management

Each industrial plant has a dedicated HSE organization reporting
hierarchically to the Plant Manager and functionally to the GroupHSE and Risk Manager. The sales subsidiaries have identified
safety correspondents.
The HSE Operational Excellence Program of the industrial plants
is supported by:
●

●

●

●

Communication on HSE and security events (according tostandardized definitions) within 24 hours at the Group level.
This communication by the Director of the plant in question isintended for the Chief Executive Officer, the VP of Technical
Operations, the SVP of Human Resources and the Group HSEand Risk Management team as well as the other Plant Directors;
Monthly reports from each plant to the Group HSE and Risk
Management team on performance, management and action
indicators;
Performance reviews conducted quarterly in the industrial plants,
including Operational Excellence Programs;●●

Programs to encourage safety improvements through reward
systems: the Awards including the “safety” category.

Internally, the Group tracks the TRIR (1) for the entire Group.
Improving safety results is a key annual objective for all employees:
●

●

●

●

This indicator is incorporated into the industrial managers’
individual objectives;
The reduction in the number of accidents is one of the criteria
used to calculate the compensation of employees receiving avariable portion (annual bonus);
This indicator is also included in the calculation of profit-sharing
for Guerbet employees in France;
A safety indicator is included in the “CSR and economic andindustrial performance” criterion as part of the 2019–2021
Long-Term Incentive Plan for the Group’s key managers and talents.

Cross-plant sharing of information and outside feedback throughthe internal collaborative platform, monthly meetings and anannual seminar;

Guerbet  Universal Registration Document 202010

Encouragement of visible safety leadership by managers (safety
dialog and briefing, presence of managers in the field, etc.);(1) Total Recordable Incident Rate: ratio of number of injuries to number of employees.

120

MANAGEMENT REVIEWAND MONITORING

Statement of non‑financial performance
Keeping people safe and healthy

Numerous safety initiatives are implemented at all the plants,
such as the deployment of technical measures on site to prevent
risks, the deployment of Safety Champions, and the establishmentof a safety challenge for service providers at the Lanester plant.
Against the backdrop of the COVID-19 pandemic, Guerbet
reaffirmed its commitment to give top priority to employee healthand safety while ensuring its business continuity. Working fromhome was given maximum priority, and Guerbet continued its
activity to provide maximum support for health facilities: at the
production and distribution plants, in the field for technical teams,
and at headquarters for certain support functions.
Guerbet has also adapted protective and preventive measures
to the circumstances of the pandemic to preserve the health of
its employees mobilized in the field to ensure business continuity.
Guerbet has organized regular follow-up meetings with all its
entities, sharing of good practices, etc.

redeployment solutions, with the help of its disability committees,to try to retain employees in the workplace.
Many health initiatives are accordingly implemented in the plants
and subsidiaries, such as the introduction of new equipment and/or organizational measures to improve ergonomics, awarenessraising concerning health, nutrition and heatwave issues, andvaccination campaigns.
In the context of the COVID-19 pandemic, in addition to theprotective and preventive measures deployed for all its employees,
Guerbet has given special attention to vulnerable employees inregular coordination with occupational health services.
Guerbet has also offered all its employees in France access to aremote medical consultation service, including a psychologicalsupport unit, through the mutual health insurance company.

Local teams were deployed to manage lockdown exit plans.
The main task of these teams is to define and put in place all thenecessary safety conditions before employees return to the plants
and to ensure regular communication with the teams.

5.4.1.3 Closer look at social protection

5.4.1.2 Closer look at occupational health

In France and the United States, given the trends in healthcare
expenditures and coverage, Guerbet strives to maintain a goodlevel of healthcare benefits for its employees. Guerbet regularly
analyzes spending trends to adapt the plans. In 2021, a study
will be conducted to review coverage across all other countries.

With the occupational health units and the local health/safety
bodies, Guerbet applies an occupational health and prevention
policy, actions to improve working conditions, and appropriate
medical monitoring to preserve the physical and mental integrityof its employees.
In the industrial plants, in collaboration with the occupational
medicine service, prevention programs are implemented according
to the identified risks, such as hearing, vision, and atmospherictests and training in the use of personal protective equipment.
Through appropriate medical monitoring, Guerbet is able toanticipate employees’ unfitness for work and provide solutionsin the form of adapted workstations or organization of working
time. Where appropriate, Guerbet looks for personalized job

Guerbet ensures that its employees receive social welfare benefitsin accordance with the regulations and practices in force in thevarious countries in which Guerbet is present.

With regard to personal protection, Guerbet insures its employees
against major personal risks.

5

Against the backdrop of the COVID-19 pandemic, Guerbet
created a fund to help heavily impacted employees. The money
for this fund came from all the Directors and the Chief Executive
Officer, who each contributed 5% of their annual compensation.
On the proposal of the SVP, Human Resources, the Board of
Directors allocates a certain amount either to individuals severely
impacted by the crisis or to a country initiative. For example, thefund was used to establish a remote homework assistance solution,accessible to all employees in France.

Guerbet  Universal Registration Document 2020

121

5

Statement of non‑financial performance
Keeping people safe and healthy

5.4.2

Health and safety action plan and results

As part of its health and safety policy, Guerbet has established the following road map aiming at “zero accidents” in its plants:

Theme

Objectives and key focuses for
2018–2023

Group safety●

Decrease the incident rate (TRIR) forGroup employees, with an objectiveof 0.5 in 2023.
● Improve injury monitoring for outsidecontractors.

Safety in theindustrial plants

Implementation of the 2018–2023
industrial HSE road map.
● Perform HSE audits every two years
in 100% of the industrial plants.
● Standardize the management andaction indicators for all the industrial
plants.
● Roll out the Group HSE policy ineach of the industrial plants.
●

Safety of sales
subsidiaries andadministrative units

Deploy the TRIR indicator eachmonth and establish communication
within 24 hours of potentially serious
injuries.
● Build the sales and administrative
HSE road map on the basis of theactions carried out in the French sales
subsidiary and at the head office.
●Healthcare

Continue to implement the industrial
HSE road map.
● Continue preventive health initiatives.
●

CHANGE IN THE GROUP’S SAFETY PERFORMANCE
38
32
27
1.4
1.1
1.0

17
0.6
2023 objective: 0.5

2017

2018

Number of recorded accidents

122

2020

2019
TRIR

2023 objective

Guerbet  Universal Registration Document 2020

Actions, progress and results in 202017 injuries, on a TRIR basis, for the Group as a whole, including 13
lost-time injuries.
● The TRIR for the whole Group is 0.62, down 56% from 2017. The
occupational injury frequency rate is 2.9.
● The occupational injury severity rate was 0.15 for the Group as awhole, down 25% from 2017.
●

Implement protective and preventive measures to preserve employee
health and safety in the context of the pandemic and ensure thecontinuity of production and distribution activities.
● Implementation of the 2023 HSE road map for the industrial plants andmonitoring of management and action indicators specific to each plant.
● Establishment of a safety challenge for service providers at the Lanester
plant.
● Exceptionally, due to the pandemic, no audits were conducted in 2020.
● Deployment of an HSE indicator (HSE index) for all the industrial plants.
● Standardization of the process safety indexes for all the chemical plants
for deployment in 2021.
●●

Implementation of protective and preventive measures to preserve
employee health and safety in the context of the pandemic and ensure
the continuity of the technical teams' field activities.

In 2020, no occupational diseases were reported according to thecriteria of local regulations.
● Influenza vaccination campaign in all industrial plants and for certain
administrative and sales entities.
●

Statement of non‑financial performance
Minimizing environmental impacts throughout the product life cycle

5.5

MINIMIZING ENVIRONMENTAL IMPACTS THROUGHOUT
THE PRODUCT LIFE CYCLE

Guerbet is fully aware of the environmental challenges facing theworld and pursues its development in a sustainable manner. The
company is committed to reducing its environmental footprint acrossall of its operations, from raw material sourcing to the productionof contrast media and medical devices, through to customer

5.5.1

delivery. The Group is committed to controlling its processes
and waste while innovating to reduce their impact. The Group is
mindful of the challenge of global warming. All these initiatives
are conducted in strict compliance with applicable regulations
and standards, wherever Guerbet operates.

Minimizing environmental impacts at our plants

Through its HSE policy, Guerbet is committed to putting in placesolutions aimed at preserving the environment through control ofindustrial plants and actions to reduce environmental impacts:●

Control of production processes;●

Sustainable use of natural resources;●

Consideration of climate change issues;●

Process innovation approach;●Control of discharges.

&

RISKS
OPPORTUNITIES

their impact. In consultation with the authorities, the Lanester plant
decided to maintain certain requirements relating to its former
high-threshold classification, including the organization of emergency
response systems, the safety management system guaranteeing
the implementation of robust risk prevention processes, andtechnological risk prevention plans (PPRT) to protect local residents.
This decision demonstrates the plant’s high level of requirements
for continuous improvement in industrial safety areas, to ensure
the safety of employees, local residents and the environment.

The quantitative environmental indicators presented in thisreport include the data for the industrial plants, excluding theMontreal plant (sold at mid-year), the Guerbet Lyon plant, andthe administrative and sales units, where the impact is immaterial.
However, initiatives are carried out in these facilities and unts. The
presented changes have been restated excluding the Montreal
plant to permit like-for-like comparisons. Changes in the water,energy and GHG indicators are also presented with the mid-year
data of the Montreal plant.

For the Marans and Lanester plants, the technological risk prevention
plans (PPRTs) manage urban development within defined areas
according to the risks. Internal measures and investments to
reduce the likelihood and consequences of injuries have been
reinforced by regulatory requirements for greater protection of
local inhabitants. For example, Guerbet has signed a three-party(central government, local authorities, Guerbet) funding agreement
to support the installation of containment facilities for individuals
or companies located close to the Lanester plant.

5.5.1.1 Safety of the industrial plants

Guerbet’s production plants are regularly audited and visited by
the Group and inspected by local environmental authorities andfire brigades.

The production of active chemical ingredients for contrast media
entails safety and environmental risks. These risks are inherent
in the hazards involved in manufacturing, transporting, using
and disposing of the raw materials, solvents, reactants, synthetic
intermediates and other products used.
Three of our industrial plants have the Seveso classification:●●high threshold for the Dublin and Marans plants;
low threshold for the Lanester plant: following the eliminationof two products used at this plant, the Seveso threshold wasreviewed and switched from high threshold to low threshold.

These three plants are subject to special requirements. They regularly
conduct and revise hazard studies, resulting in the introduction
and monitoring of risk control measures to limit the probability andpotential impact of accidents on their surroundings, in both normal
and degraded operating modes. Internal procedures and staff
training help to allow for regulatory changes and maintain skills
for managing specific risks, such as the transport of hazardous
materials and the handling of chemical products, and ensure that
abnormal situations can be managed so as to control and mitigate

5

Industrial and environmental risks are outlined in section 4.8.2“Risk factors” in the “Operational risks/Environmental and safety
risks” paragraph.

5.5.1.2 Sustainable use of resources
The Guerbet group aims for the optimal use of natural resources
through actions such as:●

Reduction of water and energy consumption;●

Optimization of raw materials used in manufacturing its products;●

Reduction of greenhouse gases;●

Process innovation.

The industrial plants have HSE management systems, organizedaround the HSE Operational Excellence Program.
The Dublin chemical production plant is ISO 14001-certified andis the largest contributor in terms of energy and water consumption.

Guerbet  Universal Registration Document 2020

123

5

Statement of non‑financial performance
Minimizing environmental impacts throughout the product life cycle

Water consumption

Energy consumption

Guerbet’s objective is a 25% reduction in relative water consumption
at the industrial plants between 2017 and 2023.

Guerbet’s objective is a 25% reduction in relative energy consumption
at the industrial plants between 2017 and 2023.

In 2020, water consumption was 929,477 m3, up 4% in absoluteterms and 6% in relative terms compared with 2017. This relative
increase, despite the actions taken, is due mainly to the commis‑
sioning of new equipment, the manufacture of technical batchesof Gadopiclenol, exceptional technical factors affecting water
treatment in Dublin, and decreased activity in the context of the
COVID pandemic. Given that some of the water consumption of
the industrial plants is constant, the fall in production is unfavorable
to the relative consumption indicator.

In 2020, energy consumption was 182,850 MWh, down
5% in absolute terms and 2% in relative terms compared with2017, thanks to the action plans implemented in the plants.
This decrease is less than expected, in particular following thecommissioning of new equipment, the manufacture of technicalbatches of Gadopiclenol, and a decrease in activity due to the
COVID pandemic. Given that some of the energy consumptionof the industrial plants is constant, the decrease in production isunfavorable to the relative consumption indicator.

The industrial plants implement programs to control water consumption.
Here are some illustrations of actions carried out during the year:

The industrial plants deploy programs to manage energy consumption
in order to limit the environmental impact and optimize production
costs. Actions are also carried out at the head office and by thesales subsidiaries (e.g., low-consumption light fixtures). Hereare some examples of actions carried out during the year at theindustrial plants:

●

●

●

●
●

Participation of the Lanester plant in an initiative led by the
Morbihan Chamber of Commerce and Industry, which involves
carrying out diagnostics, promoting good practices, organizingthematic workshops, mapping wastewater reuse potential, etc.;
in addition, the plant plans to reuse water from the environmental
sector to cool the plant’s incinerator furnace (study conducted
in 2020);At the Rio plant, reuse of discharged reverse osmosis water tomaintain green spaces and chill the cooling tower; at the sametime, launch of a feasibility study for reuse of water in the steam
generator and as cooling water;
Addition of water meters at the Marans plant to analyze andreduce consumption;

●

●

●

Preventive campaign to search for leaks at the Dublin plant;
Study to optimize cleaning operations at the Aulnay plant to
reduce its water consumption.
●

Replacement of the fuel-oil boiler at the Marans plant with agas boiler, improved boiler efficiency, optimization of use of
the evaporation concentrator by improving effluent flows in
the wastewater treatment plant and lagoons, and addition ofelectricity meters to analyze and reduce consumption;
Natural gas savings on the Lanester incinerator by automaticallyseparating a solvent with a high calorific value in production
effluents and injecting this solvent into the plant’s incinerator;
At Aulnay: installation of a steam condensate recovery system
to heat a building, installation of an air compensation systemwith an inlet/outlet heat recovery system, and ongoing transition
to LED lighting;
Optimization of lighting and air conditioning of the Rio plant’s
administrative space.

CHANGE IN WATER CONSUMPTIONCHANGE IN ENERGY CONSUMPTION(reference year 2017)(reference year 2017)

1,025,258
895,822

215,877

1,006,350
865,158

924,511984,555
929,477

191,850

211,815
195,922

186,290

174,380

806,589

194,518
182,850- 5% in absolute terms+ 4% in absolute terms

2017

2018

Absolute consumption (m3)without Montreal

2019- 2% in relative terms

vs.2017

vs.20172020

Absolute consumption (m3)with Montreal

Relative consumption
without Montreal

124+ 6% in relative terms

Guerbet  Universal Registration Document 2020

2017

2018

Absolute consumption (MWh)without Montreal
Relative consumption
without Montreal

2019

2020
Absolute consumption (MWh)with Montreal

Statement of non‑financial performance
Minimizing environmental impacts throughout the product life cycle

Process innovation and optimization of raw
materials
A few years ago, the Group embarked on process innovation
through the use of solvents resulting from regeneration, the recyclingof iodine in processes, and the replacement of solvents with others
that are less harmful to the environment.
These actions are led by the Group’s chemical industrial development
teams through monthly “Sustainable Development” meetings. The
teams’ sustainable development guidelines are as follows:

5.5.1.3 Control of discharges
The HSE policy reflects Guerbet’s commitment to minimizing theGroup’s environmental impact across all of its activities, in particular
by optimizing effluent and waste treatment systems.
The active ingredient production plants in Dublin, Lanester andMarans are the largest contributors of effluent and waste.

Effluent optimization

New processes using water or solvents which limit theenvironmental impact;

Effluent treatment process optimization programs are in place, inparticular at the top three contributing plants:●

New chemical processes eliminating hazardous materials;●●

New online analytical methods to detect problems at source;●

New practices/lean engineering to prevent waste.

●●

The recovery of iodine at the Lanester plant and Ioversol (active
ingredient) at the Dublin plant illustrates our sustainable development
and circular economy approach, since this recycling not only
improves competitiveness and mitigates the environmental impact(preservation of the global iodine resource, circular economy byrecycling and reuse in the plant).
Since the beginning of 2020, the establishment at the Lanester plantof a process for separating a solvent with a high calorific value
from wastewater and then injecting it into the plant’s incinerator has
reduced the amount of gas used in the incinerator and increased
the proportion of iodine recovered at the plant. Thus, almost all
the iodine is recovered.
Guerbet also has eco-designed packaging. Xenetix®, initiallycontained in vials, is also available in polypropylene bags
(Scanbag® by Xenetix®). This original packaging preserves theproperties of Xenetix® while making it simpler to use, enhancing
the safety of patients and medical staff and representing amajor step forward in waste management (decreased weightand volume). This packaging is one of Guerbet’s solutions tosustainable development challenges and was the subject of an
LCA (Life Cycle Analysis) demonstrating its positive impact on theenvironment compared with the vial format.

European REACH regulation
The European REACH Regulation (Registration, Evaluation,
Authorization and restriction of CHemicals) came into force
on June 1, 2007. The objective of this Regulation is to protect
human health and the environment by improving the identificationof chemical substances and the intrinsic knowledge of theirhazardousness. Guerbet organized its activity to comply with theRegulation and ensure its implementation. The Group’s HSE andRisk Management team is responsible for coordinating REACH
with internal and external contacts and ensuring that all chemicals
concerned are registered.

●

In Dublin, a purification station monitoring and optimization
program has been set up;
The Lanester plant prioritizes the in-house treatment of effluents,using biological treatment for biodegradable effluents andincineration for non-biodegradable hazardous liquid residues. In
this way, energy is recovered from effluents with a high calorificvalue. In this context, the pretreatment of part of the wastewaterby nanofiltration reduces the amount of effluents incinerated,
reduces the amount of gas in the incinerator, and increases therecycling of water through the reuse of effluents after treatmentin the biological station; an iodine recovery plant also enables
in-house recycling of this resource;
In Marans, actions are continuing to optimize the operation of
the effluent treatment line.

The discharge thresholds were defined in consultation with thelocal authorities on the basis of receiving-environment acceptability
studies. These studies also improve knowledge of the environments
into which effluents are discharged and make it possible to measureenvironmental impacts in terms of ecotoxicity or bioaccumulation;
they also help limit Guerbet’s impact on biodiversity.

5

Waste management
In 2020, the total amount of waste generated by the Group’s
industrial plants and treated externally was 6,092 metric tons, adecrease of 23% in absolute terms and 21% in relative terms (1)compared with 2017, thanks in particular to the actions implemented.
All industrial plants have programs for optimizing and recovering
waste, either in-house or externally. 48% of waste from the industrial
plants treated externally is recovered. Explanations for this result,which was slightly lower than in 2017 and 2019, include
insourcing measures for the effluent process at the Lanester plant
and the shutdown of the plant’s incinerator over a longer period
than in 2019. Waste sorting and recovery programs are also inplace at the head office and in some subsidiaries, e.g. in Prague.
The Dublin and Lanester plants have in-house iodine recovery
facilities (see section 5.5.1.2 “Process innovation”).

(1) The relative amount of waste is the amount of waste relative to production.

Guerbet  Universal Registration Document 2020

125

5

Statement of non‑financial performance
Minimizing environmental impacts throughout the product life cycle

CHANGE IN AMOUNT OF WASTE TREATED EXTERNALLY*

company (fewer trucks sent for outside treatment plus cost savings);
establishment of a process for recycling cans and caps;(reference year 2017)
●

8,775
7,953

7,464

●

6,676
6,092
4,762

5,204

●
- 23% in absolute terms- 21% in relative terms

Optimization of waste sorting at source with better separationof non-hazardous industrial waste at the Marans plant;
Donation of cups to Marans employees to limit the use of
disposable cups;
Improvement of glass separation to increase the rate of recyclingat the Rio plant and continuation of the program to identify
opportunities for reducing the amount of waste sent for incineration.

vs. 2017
44%
57%

2017

*

2018

48%
55%

2020

2019

Amount of non-recovered waste
without Montreal

Amount of wastewith Montreal

Amount of recovered waste
without Montreal

Relative amount of waste
without Montreal

The data from previous years were modified following corrections made by aplant after annual reporting.

In addition to the actions in place, new initiatives are being
taken in the industrial plants and administrative units and the sales
subsidiaries. Examples include:●

Other discharges
The discharge standards applicable to industrial plants, andparticularly the Seveso plants in Lanester, Marans and Dublin,
require numerous measurements of parameters covering atmosphericemissions (volatile organic compounds, nitrogen oxides, dust,etc.), liquid discharges and soil quality monitoring.
All these results are used for operational management of theplants, with alert thresholds that allow any fluctuations to be
detected and resolved. The results of this monitoring are reported
to the local authorities for the Seveso plants, in periodic reports or
specific studies such as the solvent management plan or annual
environmental review.

Further measures at the Lanester plant to treat as much waste/effluent as possible in-house and to limit treatment by an outside

5.5.1.4	Action plan and results
Theme

Industrial safety andenvironmental impacts

Objectives and key focuses for 2018–2023
●

Water

●

Energy●Deploy the environment road map andconduct HSE audits every two years in
100% of the industrial plants.

Objective of reducing relative water
consumption (1) by 25% by 2023.
● Deployment of action plans to reduce water
consumption in the industrial plants.

Objective of reducing relative energy
consumption (1) by 25% by 2023.
● Deployment of action plans to reduce energy
consumption in the industrial plants.

(1) Relative consumption corresponds to consumption compared with production.

126

Guerbet  Universal Registration Document 2020

Actions, progress and results in 2020

Updating of the energy, water, effluent and wasteenvironmental road map.
● Exceptionally, due to the pandemic, no audits wereconducted in 2020.
●●●

Water consumption, at 929,477 m3, increased by 4%
in absolute terms and 6% in relative terms comparedwith 2017. This relative increase is mainly due to thecommissioning of new equipment, the manufactureof technical batches of Gadopiclenol, exceptional
technical factors affecting water treatment in Dublin,and decreased activity in the context of the COVID
pandemic.
The energy consumption of the industrial plants was
182,850 MWh, down 5% in absolute terms and 2%
in relative terms compared with 2017, thanks to theaction plans implemented at the plants.

Statement of non‑financial performance
Minimizing environmental impacts throughout the product life cycle

5.5.2

Global warming

As a socially responsible company, Guerbet develops programsto account for the risks of climate change and reduce its carbon
emissions.

5.5.2.1 Combating climate change
Guerbet scored A- for its second participation in the Climate Change
Questionnaire of CDP, a non-profit organization that recognizes
the world’s most active companies in the fight against climatechange, an improvement in its score compared with last year (B).

●

Reduction in energy consumption in the industrial plants.

CDP is an international non-profit organization, formerly known as
the Carbon Disclosure Project. It has the largest global databaseon the environmental performance of cities and businesses. CDP
encourages investors, businesses and cities to take action to build
a truly sustainable economy by measuring and understanding theirimpact on the environment.
In 2020, CDP had more than 515 investors with assets of$106 trillion.

This improved result reflects a transparent, mature continuous
improvement approach to addressing climate issues. Guerbet is
implementing actions to help limit climate change in key emission
areas:

It provides investors with a view of environmental data that are
critical for measuring the sustainability of investments by enablingthem to analyze risks and opportunities and corporate environmental
strategies.

HSE and CSR improvement approach with suppliers most at risk;

Guerbet conducted a carbon analysis in 2017 for all of its activitiesof the previous year on the items shown below.

●●

Sea transport preferred over air transport for shipping finishedproducts to our customers;

CARBON ANALYSIS

Inbound freight

Business travel

Company vehicles

Fixed assets(manufacture of capital
assets: buildings,
machinery, vehicles,
etc.)

Purchases(manufacture of goods
and services used by
the company for its
activities)

Company sites
Fuel consumption
Electricity consumption
Fugitive and process emissions

Upstream activities
Upstream scope 3

Outbound freight

Use of soldproducts

Company's activity

5

End of life
Operational waste
Sold products

Downstream activities

Scopes 1 and 2

Downstream scope 3

Scopecarbonanalysis
ScopeofofGuerbet's
Guerbet's
carbonanalysis

This study identified the significant items, namely purchases, freight, and energy. These three items account for more than 90% of theGroup’s greenhouse gas (GHG) emissions.

Guerbet  Universal Registration Document 2020

127

5

Statement of non‑financial performance
Minimizing environmental impacts throughout the product life cycle

BREAKDOWN OF GHG SOURCES

BREAKDOWN OF GHG EMISSIONS BY TYPE OF ENERGY(in %)

66%
Gas

9%
Purchases
Freight

19%
51%
21%

EnergyOther emissions€

Following this carbon analysis, Guerbet identified key actions:●●●

Put in place a continuous improvement initiative with suppliers
that have the largest carbon footprint (see section 5.6);
Give preference to sea transport over air transport for shipping
our finished products to customers;

32%
Electricity

Other actions
In addition to energy and waste optimization measures, othermeasures are being taken to limit the impact of business travel
and commuting:●

Reduce energy consumption in the industrial plants.

Minimizing the carbon impact of energy
consumption in the industrial plants●

CHANGE IN GHG EMISSIONS FROM ENERGY CONSUMPTION IN
THE INDUSTRIAL PLANTS
53,11950,597
46,24445,746
41,74642,51540,162- 18% in absolute terms

15

●

●

(reference year 2017*)
49,02715- 16% in relative terms

14
12

vs. 2017

The Group’s travel policy includes measures to reduce thecarbon impact of business-related travel by promoting the useof alternatives to traveling;
The Group encourages the use of remote communication facilities
and public transport, especially rail transport;
The use of electric and hybrid vehicles encouraged by the newcompany vehicle policy;
To reduce the impact of commuting, various measures havebeen implemented in recent years: parking spaces equippedwith electric charging stations, car-sharing service, and thepossibility of working from home for managers and non-managers(excluding production plants).

Moreover, the COVID-19 pandemic has severely limited
employee travel, whether business-related or commuting, whichwere dramatically reduced as working from home was favoredthroughout the crisis.

Minimizing the carbon
impact of the supply chain
2017

2018

Absolute consumption (tCO2eq.)
without Montreal

2019

Absolute consumption(tCO2eq.)
with Montreal

The data from previous years were modified following corrections made by aplant after annual reporting.

In 2020, relative GHG emissions from industrial plant energies
totaled 40,162 tCO2eq, down 18% in absolute terms and 16%
in relative terms compared with 2017, thanks to the actions taken(see paragraph 5.5.1.2 “Sustainable use of resources”, “Energy
consumption” zoom), and in particular the replacement of the
Marans plant’s fuel-oil boiler with a gas boiler. Fuel-oil emissions
therefore now represent only 2% of the industrial plants' energy
emissions.

128

&

RISKS
OPPORTUNITIES

2020

Relative consumption
without Montreal
*

2%
Fuel

Guerbet  Universal Registration Document 2020

Freight represents more than 20% of the Group’s GHG emissions.
Freight from our plants to our customers has an especially significant
impact. The environmental and economic challenge for Guerbet
is to limit the use of air transport by using sea transport instead.
To this end, Guerbet has identified the following key actions:●Improve the reliability of sales forecasts by:• increasing our knowledge of local markets,• investing in statistical forecasting tools;

Statement of non‑financial performance
Minimizing environmental impacts throughout the product life cycle●●

Make production more flexible by investing in new industrial
tools (shorter cycle times, smaller batches);Strengthen the relationship with logistics companies by including
environmental performance in the selection process and requiring
an annual report on greenhouse gas emissions related to thetransport of Guerbet products.

5.5.2.2 Consideration of risks related toclimate change
Some of the short- and long-term climate change risks andopportunities identified by Guerbet are in the following areas:●

In connection with these key actions, Guerbet’s objectives for2023 are to:●

Improve the indicator on available products delivered on time; and●Reduce the proportion of finished products transported by air.

2020 was a peculiar year due to the COVID crisis. However,shared values and the collaboration established with transporters
and suppliers made it possible to get through the most difficult
moments of the COVID crisis without any break in supply.
The air transport indicator in 2020 was slightly higher than in
2019, partly due to the COVID crisis and occasional disruptions.
The use of air transport was an adjustment variable to deliver toour customers on time, especially in the context of COVID when
the global health system needed it most.
Guerbet is continuing to deploy the actions undertaken:●●●

Optimizing the locations and operation of distribution centers,
contributing to the reliability of sales and reducing the carbon
impact of procurements (for example, transfer of activities fromthe Gonesse distribution center to a specialist to optimize
deliveries with other companies);
Improving the plants’ service ratio relative to the sales andinventory forecasts;
Efforts to rationalize the number of product references andpresentations.

●

●

●

Market requirements: greater customer demands are an opportunity
for Guerbet to stand out; it must also adapt to increases inenergy and resource prices;
Current and emerging regulations (carbon tax, energy efficiency
obligation, emission caps);
Innovation and changes in the available technologies provide
an opportunity to reduce our emissions and act against climatechange;Acute and chronic climate variations, such as the increased
frequency and intensity of natural disasters.

These risks and opportunities can have an impact on Guerbet’s
activities, supply chain, costs and competitiveness.
Guerbet takes measures to help limit climate change and ensuresthat risks are taken into account to limit their impact on activities(measures to reduce energy consumption, process optimization,
establishment of emergency procedures in plants at risk ofhurricanes, stockpiling to compensate for any disruption of a
production plant, etc.).
As indicated above, Guerbet received a score of A- (on a rating
scale from A to D) on CDP’s Climate Change Questionnaire.
For Guerbet, in addition to contributing to its reputation andstrengthening the confidence of its Shareholders, responding tothis questionnaire improves the risk analysis approach and is asource of progress. This approach increases knowledge of financial
savings, preparedness for regulatory changes, risk awareness andlong-term resilience; it also facilitates comparisons.

Guerbet  Universal Registration Document 2020

5

129

5

Statement of non‑financial performance
Human rights and responsible purchasing

5.5.2.3	Action plan and results
Objectives and key focuses for
2018–2023

Theme

Energy/climate
issue

25% relative reduction in energy consumption The industrial plants' GHG emissions due to energy (electricity, gas
by 2023.
and fuel oil) totaled 40,162 tCO2eq, down 18% in absolute terms
and 16% in relative terms compared with 2017, thanks to the actions
taken, especially the replacement of the Marans plant’s fuel-oil boiler
with a gas boiler.

Procurement/
climate issue

Objectives:● Improve the proportion of available
products delivered on time.
● Reduction in the share of air transport.
Priorities:● Improve the reliability of sales forecasts
and:• Make production more flexible byinvesting in new industrial tools.
• Strengthen the relationship with logistics
companies.

Consideration ofrisks related toclimate change●

Define the +1.5°C strategy.

The air transport indicator is slightly higher than in 2019, partly
due to the COVID crisis and occasional disruptions.
● Ongoing stabilization of distribution-center structures.
● Improvement in the service ratio of the industrial plants, notably
thanks to the roll-out of new planning/scheduling software.
● Continued efforts to streamline the number of product references
and presentations.
● Projects in progress to enable production as close as possible tocustomers.
●

Guerbet received a score of A- (on a rating scale from A to D) on
CDP’s Climate Change Questionnaire.

5.6

HUMAN RIGHTS AND RESPONSIBLE PURCHASING

5.6.1

Human rights

The Guerbet group is committed to ensuring that its entities comply
with the fundamental conventions of the International Labour
Organization (ILO), namely:●●

Recognition of freedom of association and collective bargaining
rights;Elimination of discrimination with regard to employment andoccupation;●

Elimination of forced or compulsory labor;●

The effective abolition of child labor.

Guerbet must also ensure respect for human rights throughout its
value chain. Guerbet incorporates human rights into its internalmanagement systems, policies and tools such as its ethical charter,
secure reporting platform, and its Supplier Code of Ethics. Guerbet
only works with suppliers who respect human rights, labor laws, the130

Actions, progress and results in 2020

Guerbet  Universal Registration Document 2020

environment and business ethics (see chapter 5.6.2 “Responsible
purchasing”). Guerbet makes patient safety a top priority andprotects the rights of patients who take part in clinical trials.
Collaborations between Guerbet and patient associations are
established according to principles guaranteeing the transparency
and ethics of these collaborations (see chapter 5.7.3 “Relations
with local authorities and communities”, “Closer look at interaction
with patient associations”).

Statement of non‑financial performance
Human rights and responsible purchasing

5.6.2

Responsible purchasing

&

RISKS
OPPORTUNITIES

5.6.2.1 Background and policy
Guerbet pursues a responsible purchasing policy that seeks tocultivate collaborative, balanced, and healthy relationships with
its suppliers. Guerbet asks its procurement employees to act inaccordance with an Ethical Purchasing Charter. The selection
criteria for our providers rely on open and fair competitive bidding
rules. Moreover, Guerbet only works with suppliers who respecthuman rights, labor laws, the environment and business ethics.
Guerbet has decided to promote its social and environmental
values to its suppliers and to ask them to do the same with theirown economic partners.
The selection of partners and suppliers has a major impact on
the quality and sustainability of products and services, and asignificant social and environmental impact. The Group therefore
attaches particular importance to choosing the right suppliers andthe quality of the relations that it has with them.
In selecting suppliers, Guerbet verifies their financial soundness
and relies on open and fair competition to ensure efficiency, basedon the following rules:

with new suppliers representing a risk (types of purchases andregions of origin). By 2023, all suppliers identified as presenting
an ESG (Environmental, Social and Governance) risk must also
have signed the Supplier Code of Ethics or provided at least
equivalent guarantees.
In 2020, Guerbet incorporated an HSE evaluation table to assess
its suppliers presenting ESG risks as part of its quality audits.
The Supplier Code of Ethics is divided into 10 principles aroundthe following four aspects:
Human rights
1. Support and respect for the protection of internationallyproclaimed human rights
2. No complicity in human rights violations
Employment
3. Respect for workers’ rights, health and safety
4. Elimination of all forms of forced or compulsory labor
5. Effective abolition of child labor
6. Elimination of discrimination with regard to employment andoccupation●

Free access to calls for tenders;●

Equal treatment of applicants;●

Transparent, traceable procedures;

Environment●

Consideration of the total cost;

7. Approach to environmental challenges●

Comparison of suppliers on the basis of uniform criteria.

8. Development of initiatives to promote greater environmental
responsibility

Among the criteria, Guerbet includes an ethics and environmental
and social impact criterion.
The Purchasing Policy also has a socially responsible aspect in
the form of purchasing practices based on integrity and honesty.
The Guerbet group undertakes to only work with suppliers whocomply with international standards and social and environmental
laws and regulations. Therefore, suppliers must not use forcedlabor, child labor or illegal workers under any circumstances, andmust also ensure safe and healthful working conditions. Guerbet
is committed to treating suppliers respectfully in all circumstances.
Guerbet has established an Ethical Purchasing Charter for all
Group buyers. This Charter has three components: a reminderof the Group’s Ethical Charter, purchasing values, and rules of
behavior. It defines, highlights and recaps the key values andmain rules of conduct that must be put in place and respected by
all those involved in purchasing at Guerbet.
In addition, Guerbet has formalized a Code of Ethics for its
suppliers. This Code aims to promote societal and environmental
values among our suppliers, and defines the principles that theymust obey. Guerbet is continuing to deploy the Code of Ethics

5

Business ethics
9. Fight against corruption in all its forms
10.Confidentiality
The “conflict of interest” aspect for procurement is addressed in
section 5.7 “Business Ethics”.
With regard to the environment, Guerbet has identified the factthat purchases account for more than 50% of the Group’s GHG
emissions, as indicated in section 5.5.2 “Global warming”. The
Group conducted an analysis of the CSR/climate policies of its
suppliers having the largest carbon footprint of the raw material
suppliers. A CSR/climate program has been implemented by 95%
of these main suppliers, and more than 50% reply to CDP and/or EcoVadis. Some examples of actions taken by its suppliers:●

Safety and environment: establishment of an HSE management
system and/or ISO 14001 and ISO 50001 certifications,monitoring of HSE performance indicators, inclusion of HSE
performance in annual reviews, implementation of a circular
economy approach, and performance of life cycle analyses;

Guerbet  Universal Registration Document 2020

131

5
●

●

●

Statement of non‑financial performance
Human rights and responsible purchasing

Allowance for climate change risks, setting of GHG emission
reduction objectives, and participation in the CDP and/or
EcoVadis by more than 50% of our largest raw material suppliers;
Business ethics: formalization of principles of professional
conduct/ethical charter and establishment of internal andexternal whistleblowing systems;
Responsible purchasing: processes for pre-approval of service
providers present at the plants from the perspective of safety
performance, Supplier Code of Conduct, purchaser training, andparticipation in Responsible Care® or the GRI (Global Reporting
Initiative), compliance with and promotion of the principles of the
UN Global Compact, CSR assessment of suppliers (evaluationof management systems and HSE certifications, evaluation ofadherence to the principles of the Responsible Care® program),internal audits and/or evaluations by third parties.

As part of its commitment to the PAQTE (French government initiativedescribed in section 5.3.2.6 “Diversity and equal opportunities” inthe “Closer look at the commitment of Guerbet and its employees
to meet societal challenges” paragraph), Guerbet conducts a
proactive policy of developing our responsible purchasing. The
criterion of “impactful” suppliers, i.e. those located in priority
districts of the city or committed to a responsible approach totheir employees, will be given particular attention in the analysis
grid used to select a supplier.
The Guerbet group is a signatory to the Responsible Supplier
Relations Charter.
2020 was a peculiar year due to the COVID crisis. However,shared values and the collaboration established with suppliers
made it possible to get through the most difficult moments of thecrisis without any break in supply.

5.6.2.2	Action plan and results
Theme

Objectives and key focuses for 2018–2023

Responsible
purchasing

Continue to deploy the Ethical Purchasing Charter for employees
involved in purchasing at Guerbet in addition to the Group’s
buyers who have already signed this Charter.
● Deploy the Supplier Code of Ethics with all new suppliers
representing an ESG risk (or at least equivalent guarantees).
● 100% of suppliers identified as presenting a risk in the ESG
mapping are subject to a self-assessment questionnaire, sign
the Supplier Code of Ethics, or provide at least equivalentguarantees and are audited.
● Pursue the climate commitment initiative with the major greenhousegas emitters among the Group’s raw material suppliers.
● Anticipate the “Conflict Minerals Regulation” (1); Guerbet isindirectly concerned through the purchase of electronic equipment.
● Roll out actions in France in collaboration with PAQTE:• Participation of the company’s buyers in one or more events
promoting responsible purchasing;• Promoting purchases from companies from priority districtsof the city (“QPVs”) and local companies, and the supplier’s
CSR commitment.
●

Actions, progress and results in 2020

Redesign of purchasing training in two parts,
one of which is accessible to all.
● Guerbet continued to deploy the Code of
Ethics with new suppliers presenting ESG risks.
● Guerbet has identified key segments andgeographic areas in terms of ESG risks,with the aim of mapping the ESG risks of
its main suppliers.
● In 2020, Guerbet incorporated an HSE
evaluation table to assess its suppliers inthese areas as part of its quality audits.
● Guerbet consumes rare earths. In a context
of geopolitical risk, we decided on a first
medium-term security action.
●(1) On January 1, 2021, a new law comes into force across the EU: the Conflict Minerals Regulation. This regulation aims to help stem trade in four minerals – tin,tantalum, tungsten, and gold – which sometimes finance armed conflict or are mined using forced labor. The regulation requires EU companies in the supply chain toensure they import these minerals and metals from responsible and conflict-free sources only.

132

Guerbet  Universal Registration Document 2020

Statement of non‑financial performance
Business ethics

5.7

BUSINESS ETHICS

&

RISKS
OPPORTUNITIES

Guerbet strives to develop an ethical environment within theGroup, enabling it to prevent the risks of corruption and influencepeddling, and to ensure compliance with competition law tosupport its development strategy in accordance with the law, theregulations and the company’s values.
Guerbet’s ethics policy is based on respect, honesty and integrity, allof which guarantee the trust and sustainability of our activities andour growth. It backs up our mission to improve patient diagnosis
and prognosis. We are committed to having this ethics policy
guide every employee in their daily activities and in relations
with our stakeholders: employees, patients and those involved
in healthcare (the healthcare professions, patient associations),
customers, partners, suppliers, competitors, public authorities,
Shareholders and the environment.

5.7.1

Guerbet’s commitment to strict ethical requirements has beenenshrined in the Group’s code of ethics. This Group Code of
Ethics, rolled out at the Group level, is supported by internationalreference documents as well as reference guidelines specific to
the pharmaceutical industry. The full text of this Code is available
in 10 languages on the Guerbet website. It is structured aroundthe stakeholders listed above. The revision of the Ethical Charterbegan at the end of 2020, and the new version is available inMarch 2021.
In addition to the Ethical Charter, Guerbet also has an Ethical
Purchasing Charter.

Prevention of corruption and conflicts of interest

Guerbet’s ambition is to ensure an ethical environment that enables
the Group to prevent the risks of corruption and influence peddlingto which it may be exposed.
As stated in the Group’s Ethical Charter, Guerbet’s financial
policy takes ethical considerations into account in its operations,particularly by imposing an absolute ban on bribery and influencepeddling. The Group is committed to abstaining from any acts ofactive or passive bribery and to preventing conflicts of interest.
To address this risk, and pursuant to the Sapin II law, a corruption
prevention system is set up by the Audit, Internal Control andCompliance Division, which is directly linked to the General
Management and reports to the Ethics, Governance and CSR
Committee of the Board of Directors, whose scope of action is theGroup scope. The Group Compliance Manager is responsiblefor deploying the prevention system and relies on a network ofregional correspondents spread across the Group’s companies.
The objective of this system is to ensure an ethical environment,
particularly in the context of the activities identified as most exposed
to risks of corruption and influence peddling and the most heavily
regulated, such as sales and promotional activities, research anddevelopment activities, and activities with our main suppliers.

5.7.1.1	Policy
A Group policy defining the rules on gifts and restrictions on
facilitation payments is deployed with employees most at risk.
The Group also has a policy for managing ties of interest with theobjective of preventing conflict-of-interest risks for the company.
This policy is accompanied by a reporting process using an
individual questionnaire to be completed and signed. In 2020,
the analysis of these questionnaires continued with the Group’s
executives and managers, forming the Global Leadership Team.

5Long subject to national and international regulatory requirements
and strict internal rules, interactions with players in healthcare are
essential to the fulfillment of Guerbet’s missions. These include
exchanges of information on the efficacy and safety of contrast
media and medical devices, through collaboration with these players
for training in diagnostic and interventional radiology practices,and research and development programs. The application of therules defined within the Group allows these relationships to be
maintained with integrity, fairness and transparency, in accordancewith national and international ethical standards.

Guerbet applies a continuous improvement approach for its
corruption prevention program.

Guerbet  Universal Registration Document 2020

133

5

Statement of non‑financial performance
Business ethics

5.7.1.2 Risk mapping

5.7.1.4	Training

Guerbet identifies risk scenarios to which it could be exposed
because of its activity in order to assess the effectiveness of internal
controls and audits and to put in place additional measures ifnecessary, with the objective of improving the prevention anddetection of corruption risks.

Training and awareness campaigns on the risks of corruption
are carried out among employees most exposed to this risk.
These training actions are extended to our commercial partners
in sensitive geographic areas.

5.7.1.3	Assessment of third parties
Third-party assessment procedures are in place and take into
account various prioritization criteria, including country risk andcontract types. Agents and distributors contractually undertake tocomply with anti-corruption clauses.

5.7.2

5.7.1.5 Reporting
Guerbet encourages its employees to report any act that may
amount to corruption to their line manager or a designatedofficial. In 2019, a secure reporting platform independent of
the Guerbet IT network was made available to employees in
11 languages used in the Group. It allows any professional alert
reported anonymously or otherwise to be collected, recorded,
and investigated confidentially.

Compliance with competition law

Guerbet respects the rules of open, fair and honest competition
wherever the Group operates. As such, it prohibits any price fixing,
protects its customers and partners against unfair commercial
practices, and is committed to gathering relevant competitive
intelligence.
We compete fairly by promoting innovation and quality. The priceof our products and solutions is defined in an ethical, objective,
balanced, and reliable manner. We ensure compliance withdrug promotion rules.

Guerbet’s business strategy is based on market and environmental
analyses, conducted by our departments using available public data.
In France, the promotion of drugs is governed by the certification
standards for information activities aimed at the promotion of
medicinal products through direct marketing or sales prospecting,produced by the French national health authority (HAS). Independentcertifying bodies ensure that the promotion practices of drug
companies comply with the 2014 Charter, which reinforces thequality and transparency of medical examinations.

Action plan and results
Theme

Combating corruption
and preventing conflictsof interest

Compliance withcompetition law

134

Objectives and key focuses for 2018–2023

Global roll-out of the conflict-of-interest
management policy and its reporting process
to employees with responsibilities or specificroles within the company.
● Continue training actions for employees
exposed to corruption risk.
● Reinforce the whistleblowing system.
●●

Reinforce the culture of compliance withcompetition law by training 100% of
exposed employees.

Guerbet  Universal Registration Document 2020

Actions, progress and results in 2020

Overhaul of the Group Ethical Charter for roll-out inearly 2021.
● Further training actions on the themes of prevention ofcorruption and fraud and good practices for interactingwith players in healthcare, with more than 400 target
individuals trained.
● Communication on the prevention plan, including
the reporting system, with an initial assessment of its
operation shared in the Ethics, Governance and CSR
Committee.
● Establishment of indicators for monitoring the corruption
prevention system.
●

Communication to decision makers, at the beginningof the COVID crisis, of the vigilance to be observed interms of competition despite the lockdowns.
● In 2020, the Group was subject to no competition
proceedings or complaints.
●

Statement of non‑financial performance
Business ethics

5.7.3

Relations with local authorities and communities

Guerbet attaches particular importance to the quality of its
communication with local and national authorities and undertakes
to work with them in a transparent and responsible way, especiallythrough its Public Affairs Division. Guerbet contributes to publicdebate by providing public institutions, legislators and policymakers
with technical expertise at the local, national and international
levels. In France, in accordance with the Act of December 9,2016 on transparency, the fight against corruption and themodernization of economic life (Sapin II), Guerbet is included
on the public register of lobbyists.
Guerbet is a member of various professional clusters and associations,especially in France: LEEM, France Chimie, G5 Santé, MedTech
In France, French Healthcare, club ETI Île-de-France, and Medicen
Paris Region. Guerbet is also a member of trade associations inmany other countries.
Guerbet develops research partnerships across all the continents,
including the United States, Asia-Pacific and Europe (detailed
in section 1.6.5 “Public-Private Partnerships”). Guerbet is also
a sponsor of InnovConnect: a global program for accelerating
and connecting start-ups. Each start-up is sponsored by a large
company, a BNP Paribas customer, to co-innovate on a proof ofconcept decided on at the start of the program.
Guerbet also supports various organizations and associations. The
fields covered include assistance with occupational integration,
general education and organizations with a link to Guerbet’s
areas of activity. Guerbet encourages employees to mobilize forhealth, ecology and solidarity through actions supporting local
associations as well as partnerships with local high schools anduniversities (see section 5.3.2.6 “Closer look at the commitment
of Guerbet and its employees to meet societal challenges”).
Guerbet develops relationships locally to promote the economic
development of the regions in which it is established. Guerbet’s
industrial plants have close relationships with their local ecosystem
and maintain contact with public authorities on issues such as theenvironment, employment and industrial investments.

Guerbet is in regular contact with local authorities, particularly at
its Seveso plants (see section 5.5.1.1 “Safety of industrial installa‑
tions”). In Marans and Lanester, the Plant Monitoring Committees,composed of five groups (state authorities, local authorities, theoperator, local inhabitants and environmental associations and theoperator’s employees), provide a framework for discussions andexchanges of information with a view to preventing environmental
risks, monitoring the activity of safety-classified sites and promoting
public information. In Dublin, a commission meets each year,
bringing together all the neighbors of the industrial zone and the
local authority.
Guerbet is also a committed stakeholder in the regions in which it
operates. In 2018, an independent economic study (conductedby Asteres) measured the national and local impacts of Guerbet’s
activity on the French economy in terms of direct and indirect jobs,
investments that contribute more than two-thirds to companies inFrance, and added value.

Closer look at interaction with patientassociations
Patients are at the heart of what Guerbet does. The Group interacts
with patient associations and patients themselves in a transparent
and non-promotional manner. It works with them ethically andlegally, from the early stages of development to the market launch.
Since 2020, Guerbet has defined a specific policy to manage
relations with patient associations and the principles to be followed.
By exchanging views and listening to patients’ experiences andthe challenges they face, we can shape the future of medical
research and disease management, from diagnosis to treatment,
to better address unmet patient needs. Only through open andtransparent dialog between patients and the industry can we
ensure that the patient’s perspective becomes an integral part of
the way diagnostics, drugs and medical devices are researched,developed and delivered to patients.

Guerbet  Universal Registration Document 2020

5

135

5
5.8

Statement of non‑financial performance
Guerbet’s contribution to the Sustainable Development Goals

GUERBET’S CONTRIBUTION TO
THE SUSTAINABLE DEVELOPMENT GOALSThe Sustainable Development Goals (SDG) define global sustainable development priorities and aspirations for 2030. As a socially
responsible company, Guerbet contributes to 11 of the 17 SDGs, summarized below and previously detailed in the CSR chapter.
SDG

GUERBET’S CONTRIBUTIONS

Guerbet promotes lasting employment for its employees.

Guerbet is a healthcare company, concerned with manufacturing healthcare products useful to patients. The healthof its own employees is a key issue for the company, which could be seen especially during the COVID-19 crisis in 2020,
as reiterated in its HR and HSE policies: QVT and reduction of psychosocial risks approach, social protection, and an approachto protect the health and safety of employees and outside stakeholders.

Guerbet contributes to the training of young people by receiving interns.

Guerbet believes that the diversity of its teams is an asset and a factor for long-term performance, boosting the Group’s
innovation and creativity. The Group aims to have the same proportion of women among senior executives as exists overalland has set medium-term objectives.
As part of its HSE policy, Guerbet has set itself an objective of reducing its water consumption and implementing measures
to reduce and optimize effluents from industrial plants.
The Guerbet group is committed to ensuring that its entities comply with the fundamental conventions of the International
Labour Organization (ILO). Guerbet implements preventive health and safety policies for its employees and outside stakeholders.
In addition, Guerbet only works with suppliers committed to respecting human rights, labor laws, the environmentand business ethics.
Guerbet applies a policy of continuous investments at its plants to ensure modernization of its facilities, in particularby favoring more environmentally efficient facilities.

Guerbet promotes diversity, regardless of gender, age, marital status, sexual orientation, disability, national or ethnic origin,or religious or political beliefs, in recruitment and career development.
As part of its HSE policy, Guerbet has defined objectives for reducing water and energy consumption by developing waste
recovery, through its iodine recycling facility, by conducting receiving environment acceptability studies, and by monitoring thequality of water and air emissions.
Guerbet strives to develop an ethical environment within the Group, enabling it to prevent the risks of corruption
and influence peddling, and to ensure compliance with competition law.

136

Guerbet  Universal Registration Document 2020

Statement of non‑financial performance
CSR data consolidation methodology

5.9

EXTERNAL RECOGNITION OF GUERBET’S CSR PERFORMANCE

Guerbet received a score of A- (on a rating scale from A to D) on
CDP’s Climate Change Questionnaire. This result is higher than in
2019, as indicated in section 5.5.2.2, “Consideration of risks
related to climate change”.
Guerbet replies to the ESG (Environmental, Social and Governance)questionnaire of Gaïa(1), an EthiFinance non-financial rating agency
specializing in ESG analysis and rating. In 2020, Guerbet received
a score of 83 and ranked:●

1st in the health category;●

4th in the industry category;●●

10th in the ranking of companies in the category of revenue
exceeding €500 million, up 13 places from the previous year.

These two rankings improved from the previous year and testify
to Guerbet’s maturity and efforts on ESG issues.
As a supplier, Guerbet obtained an A++ green rating, the highest
awarded by the Centrale d’Achats de l’Hospitalisation Privée et
Publique (CAHPP), with a score of 87.5 out of 100. This green
rating is a “positive” label designed to incentivize the suppliers
listed by this hospital purchasing pool. The A++ rating reflects
Guerbet’s CSR performance and maturity.

13th in the ranking of 230 SMEs and midcaps, up one placefrom the previous year;

5.10

CSR DATA CONSOLIDATION METHODOLOGY

5.10.1

Scope and methods of consolidation

5.10.1.1 Quality data

5.10.1.2 HR data

Scope

Scope

Quality data are consolidated for the Group’s industrial plants.
Administrative and commercial units are excluded from the statementof non-financial performance. However, initiatives are also carriedout and indicators are monitored at these units.

HR data are consolidated for all Guerbet companies worldwide,
for all Group activities, from the moment they are inçluded in the
HR information systems:

Methods of consolidation
Monthly quality data reporting is done through internal consolidation
files.
The reporting period for the quality indicators for year N isfrom January 1 to December 31 of year N.
To ensure the uniformity and reliability of the quality indicators
monitored at all the industrial plants, Guerbet has establisheda reference framework describing the definitions of the quality
indicators and the calculation methods.

●

●

5

MyHR, which is the global human resources information system,
including workforce monitoring;
The MyHR training module for all French sites and Compliance
Wire (for quality/safety/regulatory training) outside France.

Methods of consolidation
Consolidation is done using MyHR and Compliance Wire.
The MyHR tool was rolled out in 2017 in a single wave with themain objectives of:●Centralizing data to significantly improve data quality/reliabilityand HR reporting with a two-level system (global and local)
permitting integration/compliance with local requirements. Mostof the entities have switched to a global payroll organization,
facilitating accounting, control and payment. This step enhances
the management of HR data;(1) Gaïa: EthiFinance’s non-financial rating agency specializing in ESG (Environment, Social and Governance) analysis and rating of French and European
companies. Since 2009, it has established rankings by revenue category to reward the best players from a small panel of 230 SMEs and midcaps listed on
the Paris Stock Exchange. The ratings are used by leading asset management companies in their investment management and decision process. Companies
are rated on their level of transparency and performance. Ratings are awarded according to 163 criteria (economic, governance, human capital, environmentand stakeholders), and are used by leading asset management companies in their management process and investment decisions. Since its creation, this index
has outperformed the CAC 40 and the CAC Mid & Small each year.

Guerbet  Universal Registration Document 2020

137

5
●
●

Statement of non‑financial performance
CSR data consolidation methodology

Simplifying and aligning HR processes;
Improving skills development through training and conducting
annual reviews;●

Facilitating employee mobility;●

Facilitating talent management and managing succession plans;●

Involving employees in their own development;●

Strengthening managers’ commitment regarding Human Resources;●

Managing the recruitment process;

The TRIR is adjusted annually based on the number of staff at
December 31 of year N.

●

Managing compensation campaigns.

The injury frequency rate and severity rate are consolidated annually.

Each month, Guerbet consolidates the number of injuries at theGroup level, the number of days lost, and the Total Recordable
Incident Rate (TRIR).

Particular attention is paid to data quality. In 2020, the Groupidentified the measures and governance to be implemented toensure data quality.

The reporting period for the safety indicators for year N is fromJanuary 1 to December 31 of year N.

In terms of scope:

5.10.1.4	Environmental data●●

The MyHR training module has been deployed at all the French
plants;Compliance Wire has been gradually deployed since 2017
for the management of quality/safety/regulatory training, withthe main objective of facilitating the overall management ofregulatory training. Data are recorded for the following plants:
Cincinnati, Dublin, Princeton, Raleigh and St. Louis.

In terms of project timeline:●●

The number of employees for year N is reported at December
31 of year N;
The reporting period for the training indicators for year N isfrom January 1 to December 31 of year N.

5.10.1.3 Health and safety data

Scope
Environmental data are consolidated for the Group’s main industrial
and Research and Innovation (R&I) facilities. Guerbet’s industrial
plant in Lyon is excluded, as are the administrative and sales
units whose impact is not significant. However, initiatives are also
carried out in these units.
Greenhouse gas emissions are consolidated on energy sourcesof scopes 1 and 2 for industrial plants.

Methods of consolidation
Environmental data reporting is done through internal consolidation
files.

Scope

The reporting period for the environmental indicators for year N
is from January 1 to December 31 of year N.

Data on occupational injuries and diseases are consolidated
globally for all employees of Guerbet companies, for all theGroup’s businesses. The data currently exclude temporary workers
and subcontractors.

To ensure the uniformity and reliability of the environmental
indicators monitored at the eight main industrial and R&I facilities,
Guerbet has defined the various indicators, conversion factors
and emission factors.

Methods of consolidation

Guerbet consolidates the energy, water and greenhouse gas
emissions indicators on energy sources on a monthly basis.

To ensure the uniformity and reliability of the occupational injury
and disease indicators monitored across all its entities, Guerbet
has implemented a Group reporting procedure. This document

5.10.2

Guerbet consolidates indicators on externally treated waste on anannual basis, distinguishing between recovered and non-recovered
waste.

Change in scope

Sale of the Montreal industrial plant in mid-July 2020.
The quality, safety and water and energy consumption data for thisplant were finalized at the end of June. The Group also restatedthe absolute and relative consumption data from previous years
by removing the Montreal data to permit like-for-like comparisons.
Given that waste data are reported annually, they are not counted

138

specifies the methodologies to be followed for the reporting ofoccupational injuries and diseases throughout the Group: definitions,
reporting deadlines, and calculation of indicators.

Guerbet  Universal Registration Document 2020

for Montreal. This indicator is also restated without Montreal’scontribution for previous years.
The year-end workforce and training indicators do not include
Montreal.
No acquisitions in 2020.

Statement of non‑financial performance
CSR data consolidation methodology

5.10.3

Methodological details and limits

The HR, health, safety and environment indicators may have
limitations due to:●●●

The lack of official HR definitions at the international level, which
can lead to disparities (e.g. types of employment contracts);
Procedures for collecting and entering information;

Changes in certain data (e.g. regulatory changes for calculating
the rate of disabled employees in France, inclusion of groundwateror surface water in addition to public water consumption, andupdating of greenhouse gas emission factors, which is donein detail in external databases).

Guerbet has therefore clarified the definitions and methodologies
used for these indicators.

5.10.4

Data responsibilities and controls

The HR and HSE teams at headquarters are responsible forconsolidating the data on the basis of the information provided
by the Group’s various entities.
The HSE indicators of the industrial plants are consolidated by
the HSE managers, who conduct an initial review of the data.

5.10.5

Consistency reviews are performed by the HR and HSE teams
at headquarters during consolidation. These controls include, forexample, loopbacks, comparison with data for prior years, andanalysis of divergences deemed significant.

Quality indicators

5.10.5.1	Percentage of “right the first time”

5.10.5.3

This is the number of operations on batches released (or certified)
without a deviation during the month relative to the total numberof operations on batches released (or certified) during the month.

This is a weighted Quality index of all the Quality indicators
according to an internal definition.

5.10.5.2

Batch release cycle time

This is the number of days between the start of production andthe first release of the sub-batch or complete batch.

5.10.65.10.6.1

Quality index

5.10.5.4	Performance of Quality Control
laboratories

5This is the number of quality control analyses conducted per
full-time-equivalent employee.

Social indicators
Workforce

The workforce includes all employees having a contract (open-ended
or fixed-term) with a Guerbet company, including apprentices andinterns who have a contract with Guerbet. Interns are counted ifthey have a contract with Guerbet. In France, for example, they
are excluded from reporting (intern under an internship agreement).
Employees are counted over the entire calendar year (from January 1
to December 31 of year N).

Breakdown of workforce by region
The regions are determined as follows:●●●

It is the workforce as at December 31 of year N.

●

Employees with a contract ending on December 31 of year N
are not counted in the workforce at December 31 of year N.

●

The workforce is expressed as a number of employees, regardlessof working time or starting date, in year N.

France;EMEA (Europe, Middle East and Africa – excluding France):
Austria, Belgium, the Czech Republic, Germany, Ireland, Israel,
Italy, the Netherlands, Poland, Portugal, South Africa, Spain,
Switzerland, Turkey and the United Kingdom;North America: United States and Canada;
LATAM (Latin America): Argentina, Brazil, Chile, Colombia,
Mexico, Panama and Puerto Rico;
Asia-Pacific: Australia, China, Hong Kong, India, Japan, South
Korea and Taiwan.

Guerbet  Universal Registration Document 2020

139

5

Statement of non‑financial performance
CSR data consolidation methodology

5.10.6.2

Diversity

5.10.6.3	Training

Senior executives

Number of trained employees

This category includes members of the Executive Committee,
executive positions, and positions of responsibility having an
impact on the Group’s strategy, such as positions on the plant
management committee, the subsidiary management committee,
and the central function management committee. Special attention
is given to this category, particularly in connection with an objectiveof equal gender representation in senior management positions.

The employees counted are those on permanent contracts or
fixed-term contracts, apprentices, and paid interns. An employee
who has participated in several training courses is counted as a
trained employee. For year N, the number of trained employees
comes from two training monitoring tools:

Nationality●●

This indicator comes from MyHR data and has limitations associatedin particular with the inputting of this information into the tool.
Moreover, for employees having several nationalities, only one
is entered in the tool.

For the Cincinnati, Dublin, Princeton, Raleigh and St. Louis
plants, training data are recorded through Compliance Wirefor quality, safety and regulatory training;
For the Aulnay, Gonesse, Lanester, Lyon, Villepinte head office,and France subsidiary sites, training data are recorded in MyHR.
The Marans plant’s data are tracked separately.

The training courses counted are those conducted by a trainer.
Training is not yet consolidated for the Group’s other entities.
The reporting period for training indicators for year N is fromJanuary 1 to December 31 of year N (training courses taking placeover several years are counted in the year training completion).

5.10.7

Safety indicators

5.10.7.1

Recorded injuries

For the entire Group, Guerbet consolidates the number of recorded
incidents according to the Group’s internal reporting procedure,
which keeps a record of injuries with lost time, adapted work
stations, or medical treatment.

5.10.7.2	Theoretical hours worked
This indicator is used to calculate the injury frequency and severity
rates.
The theoretical hours worked are calculated on the basis of theGroup’s average workforce over year N and the legal annual
working time in France (1,607 hours).
Calculation: workforce as at December 31 of year N x 1,607 hours.

5.10.7.3	TRIR
Total Recordable Incident Rate for Guerbet employees (permanentcontracts, fixed-term contracts, apprentices, interns).
This is the number of recorded incidents (according to the Group’s
internal procedure) in year N at the Group level per 100 employees.
This indicator has been rolled out across the whole Group.
Calculation: Number of recordable incidents in year N x 100 /workforce at year-end.
Guerbet monitors the change in the TRIR over the period 2017–2023
against the reduction target set for this period.

140

Guerbet  Universal Registration Document 2020

5.10.7.4	Occupational injury frequency rate
This is the number of lost-time injuries (according to the Group’s
internal procedure) in year N at the Group level per million
theoretical hours worked.
Calculation: Number of lost-time injuries in year N x 1,000,000/
theoretical hours worked.

5.10.7.5	Occupational injury severity rate
This is the number of days lost due to an occupational injury inyear N per 1,000 theoretical hours worked.
The days lost may relate to injuries that occurred in the current
year or during the previous year according to the Group’s internal
procedure.
This rate does not reflect the actual severity of injuries. For an injury
of identical severity, the number of days lost can vary considerablyfrom one country to another depending on the culture, the regula‑tions and the compensation system in place. Moreover, any days
lost in year N-1 are recorded according to the Group’s internal
procedure, within the limit of 365 consecutive days, which does
not reflect the performance of year N. Despite this, Guerbet haschosen to disclose the severity rate for the sake of transparency.

Statement of non‑financial performance
CSR data consolidation methodology

5.10.85.10.8.1

Environmental indicators
Water consumption

The reporting period for the water indicators for year N is fromJanuary 1 to December 31 of year N.
This is the consumption of public water only. Consumption of water
recycled in-house is excluded (indicator consolidated separately).
Data from previous years have been adjusted to reflect the change
in methodology.
The data are measured by the plants through water invoices
or, failing that, on the basis of meters with a verification of theirconsistency with the invoice.
The data are consolidated each month at the Group level inabsolute and relative terms.
The objective concerns the relative consumption of water, i.e.
compared with production quantities from January 1 to December
31 of year N. Production quantities include the production of thechemical plants and the pharmaceutical plants. The productionof injectors is not counted.

5.10.8.2	Energy consumption
Energy includes electricity, gas, and fuel oil used for production
or heating. Consumption of gas and fuel oil to operate forklifts
or to power backup generators is excluded. Consumption by theMontreal plant’s warehouse was included in 2020 and also forprior years to permit comparisons on a like-for-like basis.
The reporting period for the energy indicators for year N is fromJanuary 1 to December 31 of year N.
The data are measured by the plants through energy invoices
or, failing that, on the basis of meters with a verification of theirconsistency with the invoice.
Conversion factors have been established at the Group level andare used automatically in the reporting files to ensure consistency.
The data are consolidated each month at the Group level inabsolute and relative terms.
The objective concerns the relative consumption of energy, i.e.
compared with production quantities from January 1 to December
31 of year N. Production quantities include the production of thechemical plants and the pharmaceutical plants. The productionof injectors is not counted.

5.10.8.3

The reporting period for the waste indicators for year N is fromJanuary 1 to December 31 of year N. In other words, waste
for external treatment that left the site between January 1 andDecember 31 of year N is recorded cumulatively in year N.
Waste on the site awaiting removal by an external company is
excluded from this indicator.
When raw data are expressed in cubic meters, in the absenceof precise data, a density of 1 is assumed (1 cubic meter isequivalent to 1 metric ton).
The data are recorded by the plants using waste tracking records
or local equivalents.
The data are consolidated once a year at the Group level inabsolute and relative terms (i.e. compared with production
quantities from January 1 to December 31 of year N). Production
quantities include the production of the chemical plants and thepharmaceutical plants. The production of injectors is not counted.

5.10.8.4

GHG emissions from energy
consumption in the industrial plants

The reporting period for GHG emissions from energy consumption
in the industrial plants for year N is from January 1 to December 31of year N.
The data are recorded based on the energy reports of theindustrial plants.

5

Conversion factors have been established at the Group level andare used automatically in the reporting files to ensure consistency.
The emissions resulting from energy consumption are calculatedon the basis of emission factors from the CarbonEM database,the sources of which are mainly ADEME, IEA and ECOINVENT.
The emission factors used to calculate greenhouse gas emissions
were updated in early 2020 and also for prior years to permit
comparisons on a like-for-like basis. The updating of greenhousegas emission factors resulted in changes to prior data.
The data are consolidated each year at the Group level in absoluteand relative terms.
The objective concerns relative emissions, i.e. compared withproduction quantities from January 1 to December 31 of year
N. Production quantities include the production of the chemicalplants and the pharmaceutical plants. The production of injectors
is not counted.

Waste treated externally

The distinction between recovered and non-recovered waste is
the distinction made by the European regulations for European
Union member countries (Decision 2000/532/EC of May 3,2000) and the local regulations for other countries.

Guerbet  Universal Registration Document 2020

141

5

Statement of non‑financial performance
Report by one of the Statutory Auditors, designated as an independent third party, on the consolidated statementof non-financial performance

5.11 REPORT BY ONE OF THE STATUTORY AUDITORS, DESIGNATED

AS AN INDEPENDENT THIRD PARTY, ON THE CONSOLIDATEDSTATEMENT OF NON-FINANCIAL PERFORMANCE

Fiscal year ended December 31, 2020
To the General Meeting of Guerbet,
In our capacity as Statutory Auditor of Guerbet S.A., designated as an independent third-party organization and accredited by the
Cofrac (French accreditation board) under number 3-1048 (scope of accreditation available online at www.cofrac.fr), we hereby present
our report on the consolidated statement of non-financial performance for the fiscal year ended December 31, 2020 (hereinafter the“Statement”), presented in the Group management report in accordance with the legal and regulatory provisions of Articles L. 225‑102-1,
R. 225-105 and R. 225-105-1 of the French Commercial Code.

CORPORATE RESPONSIBILITY
The Board of Directors is responsible for preparing a Statement in accordance with the laws and regulations, including a presentationof the business model, a description of the main non-financial risks, a presentation of the policies applied with respect to these risks, andthe results of these policies, including key performance indicators. The Statement was prepared according to the Company’s procedures(hereinafter the “Reference Framework”), the material elements of which are presented in the Statement and available on request at theCompany’s headquarters.

INDEPENDENCE AND QUALITY CONTROL
Our independence is defined by the provisions of Article L. 822-11-3 of the French Commercial Code and the professional Codeof Ethics. We have also introduced a quality control system that consists of documented policies and procedures intended to ensurecompliance with ethical rules, professional standards and the applicable laws and regulations.

RESPONSIBILITY OF THE STATUTORY AUDITOR APPOINTED AS AN INDEPENDENTTHIRD PARTY
Our role is to issue a reasoned opinion, on the basis of our work, expressing a conclusion of moderate assurance regarding:●●

The compliance of the Statement with the provisions of Article R. 225-105 of the French Commercial Code;The accuracy of the information provided pursuant to Article R. 225-105 (I)(3°) and (II) of the French Commercial Code, namely the
results of the policies, including key performance indicators, and the actions relating to the main risks, hereinafter the “Information”.

However, it is not our role to decide whether the entity complies with other applicable laws and regulations, in particular with regard
to the fight against corruption and taxation, or whether the products and services comply with the applicable regulations.

NATURE AND SCOPE OF THE ANALYSES
Our work described below was performed in accordance with the provisions of Articles A. 225-1 et seq. of the French Commercial Codedefining the procedures used by the independent third party to carry out its duties and in accordance with the professional standardsof the Compagnie nationale des Commissaires aux comptes relating to this assignment as well as ISAE 3000 (standard for assurance
engagements other than audits or reviews of historical financial information).

142

Guerbet  Universal Registration Document 2020

Statement of non‑financial performance
Report by one of the Statutory Auditors, designated as an independent third party, on the consolidated statementof non-financial performance

We performed work enabling us to assess the compliance of the Statement with the applicable regulatory provisions and the accuracyof the Information:
●
●

●

●

●

●

We reviewed the activity of all the companies included in the scope of consolidation and the statement of main risks.
We assessed the appropriateness of the Standards in terms of their relevance, comprehensiveness, reliability, neutrality and understand‑ability, taking good practices within the sector into account where appropriate.
We verified that the Statement covers each category of information provided for in Article L. 225‑102‑1 (III) regarding social andenvironmental matters as well as in the second paragraph of Article L. 22-10-36 on respect for human rights and combating corruption
and tax evasion.
We verified that the Statement presents the information provided for in Article R. 225-105 (II) when it is relevant to the main risks andincludes, where applicable, an explanation of the reasons justifying the absence of the information required by the second paragraphof Article L. 225-102-1 (III).
We verified that the Statement presents the business model and a description of the main risks related to the activity of all the entities
included in the scope of consolidation, including, where relevant and proportionate, the risks created by its business relationships,
products or services, as well as its policies, actions and results, including key performance indicators.
We consulted documentary sources and conducted interviews to:• Assess the process of selecting and validating the main risks and the consistency of the results, including the key performanceindicators chosen, in light of the main risks and policies presented; and• Corroborate the qualitative information (actions and results) that we considered most important (1) and for which our work was
performed at the consolidating entity level.

●

●

●

We verified that the Statement covers the consolidated scope, namely all companies included in the scope of consolidation inaccordance with Article L. 233-16, with the limits specified in the Statement.
We reviewed the entity’s internal control and risk management procedures and assessed the entity’s collection process to ensure thecompleteness and accuracy of the Information.
For the key performance indicators and other quantitative results (2) that we considered most important, we implemented:• analytical procedures, including verification of correct consolidation of the collected data and the consistency of changes in the data;• detailed tests on a sample basis, including verification of the correct application of definitions and procedures and reconciliation of
the data with supporting documents. This work was performed with a selection of contributing entities (3) and covers between 19%
and 41% of the consolidated data of the key performance indicators and selected results for these tests.

●

5

We assessed the overall consistency of the Statement with our knowledge of the Company.

We believe that the work that we performed using our professional judgment is sufficient for us to express a conclusion of moderate
assurance; a higher level of assurance would have required more extensive verification work.

(1) Qualitative information: Quality policy on recruitment; Deployment of programs to improve the quality of life at work and prevent psychosocial risks; Review
of 2020 collective agreements; Actions to secure industrial plants; New specific policy to manage relations with patient associations and the principles to befollowed; Deployment of the Supplier Code of Ethics; Group Code of Ethics updated in 2020.
(2) Quantitative environmental information: Total water consumption of the industrial plants; amount of waste generated by the industrial plants and treatedexternally, and proportion of waste treated externally and recovered; energy consumption of the industrial plants; and greenhouse gas emissions related toenergy consumption in the industrial plants.
Quantitative social information: Period-end total number of employees; occupational injury frequency and severity rates; number of injuries relative to thenumber of employees (Total Recordable Incident Rate); number of employees who have completed at least one training session led by a trainer.
(3) Selected entities: Industrial plants in Lanester (France) and Aulnay-sous-Bois (France).

Guerbet  Universal Registration Document 2020

143

5

Statement of non‑financial performance
Report by one of the Statutory Auditors, designated as an independent third party, on the consolidated statementof non-financial performance

MEANS AND RESOURCES
Our work mobilized the expertise of five people between March and April 2021.
We were assisted in our work by our specialists in sustainable development and social responsibility. We conducted a dozen interviews
with those responsible for preparing the Statement.

CONCLUSION
Based on our work, we did not identify any material misstatements liable to call into doubt the fact that the statement of non-financial
performance is consistent with the applicable regulations and that the Information, taken as a whole, is presented fairly and in accordancewith the Reference Framework.
Paris-La Défense, April 2, 2021
One of the Statutory Auditors
Deloitte & Associés

144

Jean-François Viat

Éric Dugelay

Partner, Audit

Partner, Sustainable Development

Guerbet  Universal Registration Document 2020

6

FINANCIAL STATEMENTS
and related notes

6.1 CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
6.1.1 Summary financial statements

146
146

6.4 STATUTORY AUDITORS’REPORT ON THE ANNUAL
FINANCIAL STATEMENTS

227

6.5 STATUTORY AUDITORS’SPECIAL REPORT ON
REGULATED AGREEMENTS

231

6.1.2 Notes to the consolidated financial

statements152

6.2 STATUTORY AUDITORS’ REPORTON THE CONSOLIDATEDFINANCIAL STATEMENTS
194
6.3 INDIVIDUAL ANNUAL
FINANCIAL STATEMENTS
AND NOTES200
6.3.1 Annual financial statements 

200

6.3.2 Notes to the annual financial

statements204

Guerbet  Universal Registration Document 2020

145

6

Financial statements and related notes
Consolidated financial statements and notes

6.1

CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

6.1.1

Summary financial statements

6.1.1.1 Consolidated balance sheet
ASSETS (net)
Note

2020

2019

Intangible assets

5

188,267

189,754

Tangible assets

6

261,294

272,779

1 and 7

16,54015,9338

11,04615,171

477,147

493,6369

204,587

236,593

Trade receivables and related accounts

10 and 1.1

111,038

140,344

Other current financial assets

1 and 1.1

56,22056,874

Cash and cash equivalents

1 and 1.2

96,71381,420Total current assets

468,559515,231

TOTAL ASSETS

945,707

1,008,867(in € thousands)

Other non-current financial assets
Deferred tax assets
Total non-current assets
Inventories

146

Guerbet  Universal Registration Document 2020

Financial statements and related notes
Consolidated financial statements and notes

LIABILITIES (net)
2020

2019

Capital12,603

12,596

Other reserves

394,538

375,743

Net income

17,71437,328Translation adjustment(60,550)(36,474)

364,305

389,192

364,305

389,192

2.1 and 2.2

318,377

340,655

Other non-current financial liabilities

2

4,305

1,913

Deferred tax liabilities

8

14,766

21,876

Non-current provisions

12

43,73839,303381,185

403,747(in € thousands)

Shareholders’ equity, Group share

Note

11

of which Group shareNon-current financial debt

Non-current liabilities
Trade payables and related accounts

13 and 2.1

64,41367,758Current financial debt

2.1 and 2.2

34,92537,252Other current liabilities

1 and 2.7

88,43898,051

8,086

8,746

4,355

4,122

Total current liabilities

200,216

215,929

TOTAL LIABILITIES

945,707

1,008,867

Current tax liabilities
Other short-term provisions

12

Guerbet  Universal Registration Document 2020

6

147

6

Financial statements and related notes
Consolidated financial statements and notes

6.1.1.2 Consolidated income statement(in € thousands)

Revenue

Note

2020

2019

4

712,295

816,906

0

0

5,397

2,249

(166,552)(199,772)

Royalties
Other operating revenue

14

Purchases consumed and change in inventories
Staff-related costs

15(236,500)(241,852)

External charges

16(203,975)(246,265)

Taxes and duties

17(15,852)(18,372)

Depreciation and amortization

18(59,649)(58,726)306(1,049)5,876(1,375)Current operating income

41,346

51,744of which equity interests

(817)

(874)

83

39

(7,239)(7,616)

Net finance costs(7,156)(7,577)

Currency gains/losses(7,973)

7,328

Other financial income and expenses(4,495)(288)(4,008)(13,879)

Consolidated net income

17,71437,328of which Group share

17,71437,328

1.41

2.97

1.40

2.95

Net allowances for provisions
Other operating income and expenses

19

Income from cash and cash equivalents
Gross finance costs

Income taxes

20

21

Net earnings per share of par value €1 (in €)Diluted net earnings per share of par value €1 (in €)148

Guerbet  Universal Registration Document 202027

Financial statements and related notes
Consolidated financial statements and notes

6.1.1.3 Consolidated statement of comprehensive income
2020

2019

17,71437,328Actuarial gains and losses for IAS 19 obligations(2,367)(1,815)

Actuarial gains and losses for IFRS 2 obligations(1,307)460

Hedging instruments(1,012)(1,005)

Change in translation adjustment(30,589)

3,192

NET INCOME AND GAINS AND LOSSES RECOGNIZED DIRECTLY IN EQUITY(17,561)

38,159(in € thousands)

Consolidated net income for the period
Income and expenses recognized directly in equity
Not recyclable

Recyclable

6

Guerbet  Universal Registration Document 2020

149

6

Financial statements and related notes
Consolidated financial statements and notes

6.1.1.4 Consolidated statement of cash flows(in € thousands)

2020

2019

Net income

17,71437,328Change in amortization/depreciation and provisions on fixed assets and other current assets

57,741

58,944

Net provisions for contingencies

1,905

(134)

Change in fair value of hedging instruments

(168)

1,287

Costs of stock options and bonus shares(1,307)

688

Income from sale of fixed assets and other adjustments

5,367

1,144

Cash flow after net finance costs and taxes

81,251

99,257

Net finance costs

4,853

6,841

Tax expenses (including deferred taxes)

4,008

13,879Cash flow before net finance costs and taxes

90,112

119,977

Taxes paid

(2,248)(22,025)(Increase)/decrease in inventories

17,383

46,148(Increase)/decrease in trade receivables and related accounts

14,0102,991

Increase/(decrease) in trade payables and related accounts

4,614(11,379)(Increase)/decrease in other assets(6,366)

168

Increase/(decrease) in other liabilities

2,927(4,608)Change in operating WCR

32,56733,320NET CASH FROM OPERATING ACTIVITIES (A)120,432

131,273

Investments(61,185)(62,283)●

intangible assets(19,890)(20,580)●

tangible assets(39,792)(38,919)●

financial assets(1,503)(2,783)

9,820

483

Asset disposals●

intangible assets

1,038

16

●

tangible assets

1,644(68,306)●

financial assets

7,138

(81)

Increase/(decrease) in amounts payable on fixed assets(5,923)(3,253)

NET CASH FLOWS FROM INVESTING ACTIVITIES (B)(57,288)(65,053)

Dividends paid

(8,825)(10,659)

Capital increase

100

230

7,337

354,427

Loan repayments(40,607)(409,865)

Net finance interest paid (including finance lease agreements)(4,890)(6,867)NET CASH FLOW FROM FINANCING ACTIVITIES (C)(46,887)(72,735)

Effect of exchange rate changes (D)(3,699)

1,440

CHANGE IN NET CASH FLOW (A) + (B) + (C) + (D)12,559(5,074)

Starting cash position

80,481

85,556

Ending cash position

93,04280,481

Loan issues

150

Guerbet  Universal Registration Document 2020

Financial statements and related notes
Consolidated financial statements and notes

Net cash
2020

2019

Bank credit facilities(3,671)(939)

Cash and cash equivalents

96,71381,420TOTAL

93,04280,481Total(in € thousands)

6.1.1.5	Statement of changes in consolidated shareholders’ equity

ResultChange intranslation
adjustment(in € thousands)

CapitalConsolidated
reserves

Situation at 12/31/2018

12,581

347,030

46,820(39,669)

366,761

Appropriation of 2018 earnings–

46,819(46,819)––

Stock options

–

–

–

–

–

Dividend distribution–(10,680)––(10,680)2019 consolidated income––

37,328–37,328Actuarial gains and losses–(1,356)––(1,356)

Net investment hedges–(6,174)––(6,174)

Translation adjustments

–

–

–

3,192

3,192

Capital increase

15

215

–

–

230

Other changes

–

(109)

–

–

(109)

12,596

375,746

37,328(36,477)

389,192

Appropriation of 2019 earnings–

37,328(37,328)––

Stock options

–

–

–

–

–

Dividend distribution–(8,805)––(8,805)2020 consolidated income––

17,714–

17,714

Actuarial gains and losses–(3,308)––(3,308)Translation adjustments

–

–

–

(30,589)(30,589)

Capital increase

7

93

–

–

100

Other changes (1)–(6,515)

–

6,515

–

12,603

394,538

17,715(60,550)

364,305

Situation at 12/31/2019

SITUATION AT 12/31/2020

6(1) Primarily concerns translation adjustments related to the sale of the Canadian plant.

Guerbet  Universal Registration Document 2020

151

6

Financial statements and related notes
Consolidated financial statements and notes

6.1.2

Notes to the consolidated financial statements

The figures presented in these notes are expressed in thousands of euros, unless otherwise indicated.

6.1.2.1	Accounting policiesc) Estimates and judgmentsa) Basis of presentation and statement ofcomplianceTo establish financial statements in accordance with IFRS standards,
the Group makes estimates and assumptions that impact the bookvalue of items in the assets and liabilities, income and expenses,
and the information given in certain related notes.

The main accounting methods applied when preparing theconsolidated financial statements are described below. Unlessotherwise indicated, these methods were applied consistently toall of the periods presented.
In accordance with Regulation 1606/2002 enacted on July 19,
2002 by the European Parliament and the European Council, theconsolidated financial statements of Guerbet have been establishedin accordance with IFRS (International Financial Reporting Standards),
as approved by the European Union on the date the financial
statements were prepared. The IFRS as adopted by the European
Union differ in some respects from the IFRS published by the IASB.
However, the Group has ensured that the financial information forthe periods presented would not have been materially different if
it had applied the IFRS as published by the IASB.

Management evaluates these estimates and assessments continuallybased on past experience and on various other factors judged tobe reasonable, which constitute the basis for these assessments.
The main significant estimates made by the Group Management
concern the valuation of goodwill and intangible assets with anindefinite life, impairment of inventory, provisions, legal disputes
with third parties, and deferred taxes.

d) Consolidation method
Subsidiaries are consolidated according to the control exercisedby the parent company. Guerbet consolidates as follows:●

International accounting standards include IFRS (International
Financial Reporting Standards), IAS (International AccountingStandards) and the following interpretations: SIC (Standing
Interpretations Committee) and IFRIC (International Financial
Reporting Interpretations Committee).
All the texts adopted by the European Union are available
on the European Commission’s website: https://ec.europa.
eu/info/law/international-accounting-standards-regulationec-no- 1606-2002/amending-and- supplementary-acts/
acts-adopted-basis-regulatory-procedure-scrutiny-rps_en.

b) New IFRS texts applicable in 2020
On May 28, 2020, the IASB issued an amendment to IFRS 16“Leases” on COVID-19-related rent concessions. The amendment,
applicable from June 1, 2020, exempts lessees from having toconsider individual lease contracts to determine whether rent
concessions occurring as a direct consequence of the COVID-19
pandemic are lease modifications and allows lessees to accountfor such rent concessions as if they were not lease modifications.
It applies to COVID-19-related rent concessions that reduce lease
payments due on or before June 30, 2021.
Lastly, on August 27, 2020, the IASB also released a set ofamendments to IFRS pertaining to interest rate benchmark reform.
The amendments, intended to help companies provide investors
with useful information on the effects of the reform in their financial
statements, concern IFRS 4 “Insurance Contracts”, IFRS 7 “Financial
Instruments: Disclosures”, IFRS 9 “Financial Instruments”, IFRS 16“Leases”, and IAS 39 “Financial Instruments: Recognition andMeasurement”.
The Guerbet group has not been affected by the coming into
force of these amendments.

152

Guerbet  Universal Registration Document 2020●

through the full consolidation method, for companies in which theparent company exercises exclusive control directly or indirectly;
through the equity method, for companies in which the Group
exercises significant influence directly or indirectly, without
providing management.

All inter-company transactions are eliminated.

e) Business combinations
Business combinations are recognized using the acquisition method.
The assets acquired and the liabilities assumed are recognizedat their fair value as at the acquisition date.
The residual difference between the acquisition cost and thepurchaser’s share of the net assets measured at their fair value isrecognized as goodwill.
If this difference is positive, it is recognized as an asset in goodwill.
If it is negative, it is immediately recognized as income.

f) Translation methods
Recognition of foreign currency transactionsin the accounts of consolidated companies
Transactions denominated in foreign currencies are converted bysubsidiaries into their working currencies at the rate applying on
the day of the transaction.
Monetary items on the balance sheet and the cash flow statement
are restated at their closing exchange value at the end of the year.
Gains or losses resulting from this valuation are recognized on
the income statement in “Other financial income and expenses”.

Financial statements and related notes
Consolidated financial statements and notes

Non-monetary items on the balance sheet measured at historicalcost are translated using the exchange rate applying at the dateof the transaction.
Income from currency option trading is recognized at the option
strike date insofar as the options hedge commercial operations
after the end of the year. The premium paid is recognized as an
asset on the balance sheet until the option expires.

Currency translation of statements of foreignsubsidiaries outside the euro zone
Shareholders’ equity is converted at historic rates. Other items on
the balance sheet are converted at the official year-end exchange
rates, and items on the income statement at the average exchange
rate for the year. The difference resulting from the use of thesedifferent rates is entered in shareholders’ equity under “Translation
adjustments”.
Special case: conversion of accounts of foreign subsidiaries
whose functional currency is hyperinflationary
Based on monitoring by the International Practices Task Force(IPTF), Argentina is identified as a hyperinflationary country withan estimated cumulative projection of inflation rates over the next
three years exceeding 100%.
IAS 29 “Financial Reporting in Hyperinflationary Economies”
applies to the financial statements of Guerbet Argentina, a branch of
Guerbet Argentina Ltd (UK), a wholly owned subsidiary of Guerbet
Laboratories Ltd (UK). Guerbet Argentina’s financial statements aretranslated into euros for the purposes of the Group’s consolidated
financial statements. Under IAS 21.42B, restatements to be madeto non-monetary assets/liabilities as defined in IAS 29.8 apply only
to financial statements produced starting from the date on which
the currency is identified as hyperinflationary, i.e. consolidated
financial statements closed on December 31, 2019. Guerbet
Argentina’s total of non-monetary assets and liabilities is not
significant December 31, 2020. The impact of hyperinflation on
monetary items does not affect the interpretation of the Group’s
financial statements. No specific restatement was therefore made.

g) Intangible assets
Intangible assets are recognized at their acquisition cost or at fairvalue in the case of a business combination. Trademarks recognizedin the assets of the balance sheet relate only to acquired brands
that are supported by promotional spending.
Intangible assets are amortized over their useful life. The usefullife is the period during which an entity expects to use an asset,
or the number of production units or similar units that the entity
expects to obtain from the asset. This period is determined on acase-by-case basis according to the nature and characteristics of
the items included under this heading.

In general:●●●

Brands are not amortized but undergo an annual impairment test;
Acquired patents are amortized on a straight-line basis forperiods not exceeding their duration of protection;
Computer software is amortized over a 3- to 10-year periodusing the straight-line method.

h) Research and development costs
Costs incurred during the research phase are recognized as
expenses. Costs incurred during the development phase arerecognized as intangible assets only if all of the following criteria
can be demonstrated:●

The technical feasibility necessary to complete the intangible
asset for commissioning or sale;●

The intention to complete the intangible asset and use or sell it;●

The ability to use or sell the intangible asset;

●

●

●

How the intangible asset will generate likely future economic
benefits;
The availability of appropriate technical, financial and otherresources to complete the development and use or sell theintangible asset; andThe ability to reliably measure the expenditures attributable tothe intangible asset during its development.

Because of the risks and uncertainties involved in regulatory
authorizations, the Group considers that contrast media costs incurred
before obtaining Marketing Authorization (AMM) do not meet theabove criteria. These development costs are therefore recorded
as expenses in the year in which they are incurred. Furthermore,costs incurred after obtaining the AMM are generally sales costs
that cannot be capitalized. Under Post Marketing Requirements(PMR) in the United States, additional studies may be requested
after an authorization is obtained. In that case, the costs associatedwith those studies meet the criteria for recognition as fixed assets(see Note 5 for details).

6

Research tax credits are recognized as a deduction from “Other
operating income and expenses” on the income statement.

i) Tangible assets
Tangible assets are recorded at their historical purchase or
production cost. Exceptionally, using the option available under
IFRS 1 in the initial IFRS version adopted, the Villepinte plant wasrecognized at its fair value as at January 1, 2004.
Costs that can be allocated directly and that are necessary forthe start-up of investments, from engineering drafts (summaryand detailed) through to costs for validation and qualification offacilities, are fixed costs.
Borrowing costs are included in the value of fixed assets forstrategic investment projects that extend over several months ofproduction and that began after January 1, 2009.

Guerbet  Universal Registration Document 2020

153

6

Financial statements and related notes
Consolidated financial statements and notes

Equipment subsidies received are not deducted from the valueof the fixed assets but are presented at their amortized value asdeferred income.
Depreciation is calculated on a straight-line basis according to theuseful lifespan of assets on the basis of their purchase or production
cost, possibly restated, less any residual value where applicable.
Depreciation periods are calculated according to useful lives thatare generally established within the following limits:●

Buildings: 20 to 50 years;●

Improvements, fittings: 10 to 20 years;●

Plant, machinery and equipment: 5 to 10 years;●

Other tangible assets: 5 to 10 years.

j) Impairment of fixed assets
Nature of tested assets
Goodwill and intangible assets with an indefinite useful life
Goodwill and intangible assets with an indefinite useful life aresubject to an impairment test in accordance with the provisionsof IAS 36 “Impairment of Assets” at least once each year or more
frequently if there is evidence of impairment. The evidence ofimpairment may be related in particular to the success of successive
phases of clinical development, drug safety monitoring, patent
protection, the arrival of competing products and/or generics, or
actual revenue generated compared with the projections.
Other fixed assets
Other fixed assets, including tangible and financial assets, arealso subject to an individual impairment test whenever events orchanges in circumstances indicate that book value may not berecoverable. In addition, all tangible assets as well as current
assets included in the definition of working capital requirements
are tested each year in the cash-generating units as an item thatcannot generate cash inflows highly independent of the othergroups of assets attached to said cash-generating units.

cash-generating unit or groups of cash-generating units is allocatedprimarily to goodwill. Impairment losses recognized for goodwill
are non-reversible. The key methods and assumptions used in theasset impairment tests performed for the year ended December
31, 2020 are presented for intangible assets with indefinite useful
lives and goodwill respectively in Note 5.3.

k) Lease agreements
In accordance with IFRS 16 in force since January 1, 2019, for
all leases other than short-term leases (one year or less) or leases
for low-value assets (value less than USD 5,000), a right of use
is recognized in assets for the same amount as the future leaseliability, adjusted, where applicable, for advance payments orprovisioned amounts for rent payable.
On the income statement, an amortization expense for the rightof use of the asset and an interest expense relating to the leaseliability (financial expense) are recognized.
Rents relating to short-term or low-value leases are recognized as
expenses on the income statement.

l) Financial assets
Financial assets dating from before 2018 are recognized andmeasured by the Group in accordance with the former IAS 39
from the date of transition to IFRS (IFRS 1 option); the new IFRS 9
did not have a significant impact on the Group.
Since January 1, 2018, all new financial assets, excluding cash
and derivative instruments, are classified in one of the following
three accounting categories:●●●

Impairment tests – methods adopted by the GroupImpairment tests involve comparing the net book value of theasset or the cash-generating unit with its recoverable value, whichis the higher of either its fair value minus the cost of sale, or its
value in use.
For goodwill and intangible assets with indefinite useful lives, theGroup determines the recoverable value of cash-generating units orgroups of cash-generating units according to their value in use, which
is based on discounting of the relevant estimated future cash flows.
These cash flows are based on short- and medium-term forecasts
prepared by the Group’s management. The estimated cash flows are
discounted using the weighted average cost of capital determinedfor each cash-generating unit or groups of cash-generating units.
For each cash-generating unit or groups of cash-generating units,
an impairment loss is recorded on a separate line on the income
statement for the difference. Any identified impairment loss on a154

Guerbet  Universal Registration Document 2020

amortized cost (e.g. loans and receivables);fair value in consideration of other comprehensive income (OCI)(there are two types of assets at fair value through OCI: debt
securities, which give rise to impairment and recycling, andequities, which do not give rise to impairment or recycling);
fair value through profit or loss.

The classification of financial assets is determined on initialrecognition based on the management model of how the Groupmanages its financial assets to generate cash flow and create
value. IFRS 9 identifies three types of business models:●hold to collect;●

hold to collect and sell;●other.

Financial assets are measured at each close. In accordancewith IFRS 9, the recognition of impairment of financial assets isbased on expected credit losses. This model applies to assets
measured at amortized cost or financial assets meeting the SPPI(Solely Payments of Principal and Interest) criteria and measured
at fair value through OCI, except for equities for which there is
no impairment.

Financial statements and related notes
Consolidated financial statements and notes

For establishing factoring contracts, disposals of receivables areanalyzed according to the three main criteria for derecognitionof financial assets according to IFRS 9:●●●

expiration (IFRS 9.3.2 3a) or transfer (IFRS 9.3.2 4a) ofcontractual rights to cash flows from the asset;
transfer of substantially all the risks and rewards of ownershipof the asset (IFRS 9.3.2 6a);transfer of control of the financial asset (IFRS 9.3.2 6c).

cash equivalents if they are easily convertible into cash and are
exposed to a limited risk of change in value. Investment securities
are reported at fair value in the income statement.

q) Provisions
Provisions correspond to liabilities meeting the following criteria:●●

These criteria are assessed successively according to the various
analysis steps of the IFRS 9 decision tree.

m) Inventories
Inventories of raw materials and other supplies are measured, likefinished products and products in progress, at the standard price.
At the end of the period, differences between the standard costs
and the actual manufacturing costs are analyzed for possible
capitalization. Inventories of products in progress and finishedproducts are measured at cost including direct and indirect
production costs, and excluding administrative, financial and sales
costs (IAS 2 “Net Realizable Value”). An impairment provision iscreated according to inventory turnover rates, use-by dates, andany quality problems.

n) Trade receivables and related accounts
Trade receivables are assessed at nominal value. They are written
down, where appropriate, according to the credit risk assessedon a case-by-case basis in accordance with IFRS 9 and on thebasis of expected credit losses.
Debt securitization consists of selling trade receivables to an entity
funding the acquisition of these receivables by issuing securities
on capital markets. If guarantees granted to that entity meanthat real risk cannot be considered as having been transferredto the transferee, the receivables are kept as assets and a loan
is recognized in liabilities for the amount of financing provided
by the entity.

o) Non-current assets held for sale
A non-current asset, or group of assets and liabilities, is held forsale when its accounting value will be primarily recovered throughsale and not through continuous use. For this to be the case, thesale must be highly probable. For the sale to be highly probable,
a sales plan for the asset (or for the group to be sold) must havebeen initiated by an appropriate level of management, and an
active program to find a buyer and finalize the plan must havebeen initiated.

p) Cash and cash equivalents
This item comprises liquid assets in bank current accounts.
Investment securities and deposits that can be liquidated orsold, whose duration is less than three months, are classified as

The amount or the maturity date is not set precisely;
The economic impact is negative for the Group. This liability
is therefore analyzed as an obligation of the Group to a third
party, which will probably or certainly lead to an outflow ofresources to that third party.

r) Commitment to employees
The Group participates in defined contribution and defined benefit
plans, according to the laws and customs of the countries where
the Group operates. Measurement of defined-benefit pension plan
obligations is in compliance with the revised IAS 19 standard. The
costs of benefits are estimated using the projected unit credit method.
This consists of basing the calculation on the compensation thatwill be paid to employees, taking into account age structure, staff
turnover rate, and survival rate using official tables by age group.
The amounts obtained are adjusted according to inflation andpromotion scenarios and are discounted to take into account thedate on which these benefits will actually be paid. When actuarial
assumptions are reviewed, any resulting actuarial gains and losses
are carried over into shareholders’ equity. These valuations are
made once a year, for all pension plans.

s) Derivative financial instruments
The Group trades in derivative financial instruments in order tomanage and reduce its exposure to risks of fluctuation of interest
rates and exchange rates. These instruments are traded withleading financial institutions.

6

The implementation of hedge accounting requires showing anddocumenting the effectiveness of the hedging relationship during
its implementation and throughout its life (IFRS 9.6.4.1). The
effectiveness of the hedge from an accounting perspective isverified by the hedge ratio between the hedged item and thehedging instrument. This ratio must be appropriate, i.e. there is
no imbalance between the weights of the hedged item and thehedging instrument.
Derivatives are recognized on the balance sheet at their market
value, known as fair value, on the closing date. This is determinedboth by financial institutions and by an independent company.
Changes in the fair value of these derivatives are recognizedaccording to the following principles:●

For documented future cash flow hedges, changes in fair value
are recognized in “Other Comprehensive Income” (OCI) for theeffective portion. The ineffective portion is recognized in income;Guerbet  Universal Registration Document 2020

155

6
●

Financial statements and related notes
Consolidated financial statements and notes

For documented fair value hedge instruments, and non-documented
instruments, changes in fair value are recorded on the income
statement.

t) Financial debts
Borrowings are initially recognized at fair value. They are thenmeasured at their amortized cost using the effective interest rate
method, which consists of reporting in the income statement,over the lifetime of the borrowing, any difference between the
borrowing proceeds net of transaction costs and the repayment
value. Borrowings are considered to be current liabilities, except
if the Group has an unconditional right to defer repayment of theliability for more than 12 months after closing.

u) Revenue
In accordance with IFRS 15, revenue is recognized when aperformance obligation is satisfied, i.e. when the customer obtains
control of the good or service (IFRS 15.31 and IFRS 15.32).

v) Government grants
Investment subsidies are not recorded as a reduction in the purchasing
cost of fixed assets but instead under deferred income. Theiramount is recognized in other operating income at the same rate
as for the depreciation of subsidized fixed assets. Innovation andemployment grants received are recorded under “Other operating
income” in the period in which they become definitively earned.

In the United States, Guerbet America, Liebel-Flarsheim Company
LLC, Guerbet LLC, Guerbet Caribbean Inc. and Liebel-Flarsheim
Ireland Inc. are consolidated for tax purposes.

y) Earnings per share
Earnings per share are calculated by dividing net income by theaverage number of outstanding shares during the year. Diluted
net earnings per share are calculated based on all the sharesthat could potentially be created and any savings, net of taxes,
that would result from converting these instruments giving deferred
access to the share capital. At the end of the year, the potential
shares were made up entirely of stock options.

z) Cash flow
Cash flow after net finance costs and taxes is calculated by adding:●

net income;●income and expenses recognized directly in shareholders’ equity;●

calculated expenses (depreciation allowance and provisions,etc.), minus calculated expense reversals;
income from the sale of fixed assets and non-current financial
assets; andw) Share-based payments●

Stock options: share-based payments relate to option plans granted
to employees. The Group applies IFRS 2 for share options granted
after November 7, 2002. The binomial model is used to measure
the fair value of the options granted. The fair value of the options
is recognized in staff costs extending over the time the options
are unavailable, with a reverse entry under shareholders’ equity.

by subtracting:

Bonus shares: the Group applies IFRS 2 for employee bonus-shareplans. The fair value of the shares is recognized in staff costs
extending over the duration of the vesting period, with a reverse
entry under shareholders’ equity.

x) Income tax
Income tax expense corresponds to the tax due for each consolidated
fiscal entity, adjusted for deferred taxes. The latter are calculatedon all the temporary differences between the tax base and theconsolidated base of assets and liabilities, in accordance with abalance-sheet-based approach, with variable deferrals appliedand based on reliable repayment scheduling. The tax rate andfiscal rules used are those set out in the tax legislation in force andwhich will be applicable when the transactions in question are

156

completed. Deferred taxes on tax losses will be recognized if they
are recoverable in the near future. Deferred taxes, whether assets
or liabilities, are offset against one another at the level of eachfiscal entity and are carried over in their net amount to liabilities
or assets. In France, Guerbet S.A., Guerbet France, Medex, andSimafex are consolidated for tax purposes in accordance with
Article 223-A of the French General Tax Code.

Guerbet  Universal Registration Document 2020●

the portion of investment subsidies recognized on the income
statement.

6.1.2.2	Major events during 2020a) COVID-19 health crisis
Since February 2020, the Guerbet group has faced the global
COVID-19 health crisis. In response, the Group has deployed
and implemented action plans primarily to ensure the protection
and safety of all its staff, but also to guarantee business continuity
in these difficult circumstances.
The health protection measures defined by the Group entailed strict
protocols applied in all production plants, and the extensive useof teleworking for all support functions. Based on suitable tools,
the organization in place has allowed the Group to fulfill its publichealth mission regarding essential products (such as Optiray,
Xenetix and Dotarem) and medicinal products of major therapeuticinterest (such as Lipiodol) without any disruption of operations.

Financial statements and related notes
Consolidated financial statements and notes

The Group managed to adapt without difficulty to the constraints
imposed by the various governments in the regions where it
operates. The use of teleworking has been and remains widespreadthroughout the Group. In addition, the number of COVID-19
cases within Guerbet remains contained and has not impacted
the Group’s activity.

The Group has made very little use of the various government
assistance measures in France or abroad. It opted not to resort
to partial unemployment in France. Only seven of the Group’s
subsidiaries outside France received government assistance fora total of less than €600,000. Non-recurring expenditures on
health measures totaled around €2.5 million.

The plants maintained normal operations and production throughout
2020, even during the periods of full lockdown in certain countries.

The Group did not renegotiate its leases or other contracts, suchas financing contracts, amid the COVID-19 crisis.

Supplies of raw materials were not disrupted over this period,
which helped maintain the level of activity.

The impairment tests at the close of the fiscal year did not reveal
any impairment of assets.

At December 31, 2020, revenue was €712.3 million, down
12.8% from December 31, 2019, including a substantial negative
forex impact of €23.1 million. All regions were affected, even Asia
notwithstanding with its good performance in the first nine monthsof the year (activity down in the fourth quarter due to a base effectin China and, to a lesser extent, in Japan, where the COVID-19
crisis worsened in the fourth quarter of 2020). Diagnostic Imaging
was the most heavily impacted segment (-11.4% compared with2019), while Interventional Imaging was down 1.5%, again
driven by Lipiodol® sales, which grew by around 1%.
There was no increase in payment defaults over the period, andpayment deferment requests were limited. As at December 31,
2020, delays and extension requests represented a value ofapproximately €0.16 million out of a total of €114 million intrade receivables. The overall average duration of extensions isapproximately two months. The impact was especially dramaticin the LATAM region, accounting for nearly all late payments
and payment deferments. However, the current situation has notaffected the rate of impairment of trade receivables as definedby the Group pursuant to IFRS 9.
The Group has adjusted the management of its operations to thisextraordinary situation. As part of the action plans implemented
since the crisis began, Guerbet has prioritized cost management
and control. Expenditures were cut by around €38 million (excluding
non-recurring items) over the 2020 fiscal year compared withlast year, including postponement of certain non-critical projects,
reduction of marketing and sales costs (such as conferences,seminars and travel), as well as control of support function costs
and improvement of manufacturing costs. These decreases add
to the savings plans that had already been underway before thecrisis. Generally speaking, this sharp reduction in costs enabled
EBITDA to reach €100.7 million and a 14.1% margin, in line with
our expectations, compared with €111.5 million and 13.7% lastyear. At €41.3 million (5.8%), EBIT was below the 2019 level.
This cost control, coupled with close management of working
capital requirements, especially inventories, as well as strict control
of investments, with the postponement of non-priority projects, wasreflected in the positive free cash flow (FCF) of approximately+€40 million. This visibly improved net debt, totaling €257 million
at December 31, 2020, and allowed Guerbet’s financial covenants
to be met. Guerbet currently has more than €200 million in unused
confirmed additional lines of credit.

b) Sale of the Canadian plant
On July 15, 2020, Guerbet signed the sale of its pharmaceuticalplant in Montreal, Canada, to MedXL, a specialist in medical
devices and sterile pre-filled syringes. The Montreal industrial facility
specialized in the filling and finishing of contrast media in the very
high-volume manufacture of syringes pre-filled with sterile solutions
for third parties, which is not a core business for Guerbet. Guerbet
is gradually transferring its contrast media production operations
previously performed in Montreal to its pharmaceutical plants inFrance and the United States. Guerbet is selling this plant as partof its plans to optimize the group’s industrial network. This deal
makes Guerbet more competitive by improving capacity utilization
at its other manufacturing plants.
The Montreal plant does not represent a major entity or a main,
distinct geographical region for the Group. It is also not a cashgenerating unit as defined by the Guerbet group.
Under the sale contract with the buyer, the outsourcing agreement
will be maintained for two years. It is therefore not a single,
coordinated plan for the divestiture of an activity.
The Montreal plant was acquired at the same time as the other
CMDS Group entities at the end of 2015. This entity was therefore
not acquired to be sold. This sale was therefore considered adivested activity and not a discontinued activity as defined by IFRS 5.

6c) Governance
On January 1, 2020, David Hale took up his duties as Chief
Executive Officer of the Guerbet group, replacing Yves L’Épine
in accordance with his appointment approved by the Board of
Directors on December 19, 2019.

6.1.2.3	Scope of consolidation
All of the companies are fully consolidated, with ownership interestsof 100% (see list of companies in Note 31).
In 2020, all the entities had the same fiscal year duration, 12months, and closed their fiscal year on December 31.

Guerbet  Universal Registration Document 2020

157

6

Financial statements and related notes
Consolidated financial statements and notes

6.1.2.4	Notes to the consolidated financial statements

SUMMARY OF NOTESNOTE 1

Financial assets

159

NOTE 16 External charges

185

NOTE 2Financial liabilities

161

NOTE 17 Taxes and duties

185

NOTE 3

Management of financial risks

165

NOTE 18 Depreciation and amortization

186

NOTE 4

Additional information (formerly
segment information)

167

NOTE 5Intangible assets

169

NOTE 6

Tangible assets

NOTE 7

NOTE 19 Other operating income and expenses 186
NOTE 20 Gross finance costs

186

NOTE 21 Income tax

186

173

NOTE 22 Research and Development costs

187

Non-current financial assets

175

NOTE 23 Government grants

187

NOTE 8Deferred tax assets and liabilities

176

NOTE 24 Information on stock option operations 188

NOTE 9Inventories177

NOTE 10 Trade receivables and related

accounts178

188

NOTE 26 Off-balance-sheet commitments

189

NOTE 27 Earnings per share and diluted

178

earnings per share

190

NOTE 12 Provisions179

NOTE 28 Post-closing events

190

NOTE 13 Trade payables and related accounts  182

NOTE 29 Appropriation of 2020 earnings

190

NOTE 30 Fees paid to Statutory Auditors

191

NOTE 31 List of consolidated companies

192

NOTE 11 Shareholders’ equity

158

NOTE 25 Related-party disclosures

NOTE 14 Other operating revenue

182

NOTE 15 Staff costs

182

Guerbet  Universal Registration Document 2020

Financial statements and related notes
Consolidated financial statements and notes

Note 1 Financial assets

Loans andreceivables

Financial assets
at fair value
through profit
or loss

Totalbalance sheet

–

–

–

–

3,500

13,040–

16,540Trade and other receivables–

111,038–

111,038

Other current financial assets–

56,220–56,220Cash and cash equivalents––

96,71396,713

TOTAL

3,500

180,298

96,713

280,5112019

Available-for-salefinancial assets

Loans andreceivables

Financial assets atfair value throughprofit or loss

Total balance

–

–

–

–

1,845

14,088–15,933

Trade and other receivables–

140,344–

140,344

Other current financial assets–

56,874–56,874

Cash and cash equivalents––

81,42081,4201,845

211,306

81,420294,571

12/31/2020

2020

Non-current tax obligations
Other non-current financial assets

Non-current tax obligations
Other non-current financial assets

TOTAL

Available-forsale financial
assetsCHANGE IN IMPAIRMENT OF FINANCIAL ASSETS

Trade and other receivables
Other current financial
assets (1)
TOTAL

6

12/31/2019

Allowances

Reversals

Translation
adjustments
and other

5,494

1,694

(2,430)

(266)

4,492

678

303

–

–

981

6,172

1,997

(2,430)

(266)

5,473

12/31/2019(1) Impairment of Truffle Capital units.

Trade and other receivables
Other current financial
assetsTOTAL

12/31/2018

Allowances

Reversals

Translation
adjustments
and other

4,605

2,806

(1,916)

(2)

5,494

–

678

–

–

678

4,605

3,484

(1,916)

(2)

6,172

Guerbet  Universal Registration Document 2020

159

6
1.1

Financial statements and related notes
Consolidated financial statements and notes

Loans and receivables at amortized cost
2020
Gross Impairment

2019
Net

Gross

Impairment

Net

Other non-current financial assets

17,521(981)

16,54016,611(678)

15,933

Trade and other receivables

115,530(4,492)

111,038

145,838(5,494)140,344

Other current financial assets

56,919(699)

56,22057,263(389)

56,874

TOTAL

189,970(6,172)

183,798

219,712(6,561)

213,151

Other current financial assets at amortized cost

2020

2019

Advance payments made to suppliers

1,716

2,305

State and local authorities

33,14536,031

Trade payables––

Staff and social security

6

9

Receivable royalties––

Receivable subsidies––

Other current assets

12,222

8,448

Prepaid expenses

9,132

10,081TOTAL

56,22056,874

Aged trade receivables as at December 31, 2020

Gross value

Non-mature debt

98,493

Receivables less than 3 months past due

6,953

Receivables less than 6 months past due

3,153

Receivables less than 1 year past due

2,684

Receivables less than 2 years past due

1,423

Receivables more than 2 years past due

2,333

TOTAL

115,039

Outstanding trade receivables at December 31, 2020 are reduced by three sales of non-recourse receivables in December: in Francefor €5 million, Italy for €1 million, and Spain for €1 million.

160

Guerbet  Universal Registration Document 2020

Financial statements and related notes
Consolidated financial statements and notes

Aged trade receivables as at December 31, 2019

Gross value

Non-mature debt

128,691

Receivables less than 3 months past due

9,809

Receivables less than 6 months past due

1,810

Receivables less than 1 year past due

1,780

Receivables less than 2 years past due

911

Receivables more than 2 years past due

2,761

TOTAL

145,762

Outstanding trade receivables at December 31, 2019 are reduced by three sales of receivables in December: in Spain for €3.1 million,
Italy for €2.2 million, and Portugal for €1.5 million.

1.2

Financial assets at fair value through profit or loss
2020

2019

Financial assets at fair value through profit or loss except derivatives, of which

96,71381,420Investment securities

1,394

3,028

Cash and cash equivalents

95,31978,392

TOTAL

96,71381,420Note 2 Financial liabilities
2.1

Details of financial liabilities with distinction of the non-current partof said liabilities
2020

6
2019

Current

Non-current

Total

Total

Financial debt (Note 2.2)

34,925318,377

353,301

377,907

Suppliers

64,413–64,41367,758Other financial liabilities (Note 2.7)

88,438–88,43898,051

–

4,305

4,305

1,913

187,775

322,682

510,457

545,629

Derivatives (Note 3) and other financial
instruments
TOTAL

Guerbet  Universal Registration Document 2020

161

6
2.2

Financial statements and related notes
Consolidated financial statements and notes

Details of financial debts with distinction of the non-current part of said debts
2020

2019

318,377

340,655

873

1,257

8,458

8,480

309,046

330,918

Current debts, of which

34,92537,252IFRS 16 lease liability

6,085

7,541

Other borrowing and current profit-sharing reserves

25,16928,772

Bank credit facilities

3,671

939

353,301

377,907

Non-current debts, of which
Special investment reserve (frozen current accounts)
IFRS 16 lease liability
Other borrowing(1)

TOTAL FINANCIAL DEBT

(1) In December 2008, the request for aid for the French-German “Iseult” research project, filed with OSEO, was approved by the European Commission. The aid
agreement provides for funding for half of the expenses incurred, including 39% in the form of repayable advances and 61% in the form of a grant. An addendum
to the agreement signed with BPI France extends the duration of the project by two years and modifies the conditions of financial return if a product resulting from the
project is marketed.
At December 31, 2020, the following items were recognized in the balance sheet for this aid agreement:- €10 million in repayable advances received from 2008 to 2020 and recognized in “Non-current financial debts”;- €2.3 million in subsidies paid in advance upon signing of the contract in December 2008 and recognized in “Other current financial liabilities” were repaid in July2020.

The interest paid on this debt is mostly variable-rate interest.
2020

2019

Portion of debt at variable rate (before hedging)

96%

98%

Portion of debt at fixed rate

4%

2%

RECONCILIATION OF CHANGES IN LIABILITIES FROM FINANCING ACTIVITIES

162

Foreign exchange
effect and otherchanges

Reclassification

2020

2019

Issue

Repayment

Bank credit
facilities

Non-current debts

340,655

13,084(39,301)

–

(898)

4,837

318,377

Current debts

37,252

–

–

2,015

494

(4,837)34,925

TOTAL

377,907

13,084(39,301)

2,015

(404)

–

353,302

Guerbet  Universal Registration Document 2020

Financial statements and related notes
Consolidated financial statements and notes

2.3

Details of financial debts by currency
2020

2019

Closing priceAmount%Closing priceAmount%Euro

1343,56197.2%

1373,537

98.8%

Won

1,336

578

0.2%

1,296

3,819

1.0%

US dollar

1.23

4,561

1.3%

1.12

553

0.1%

–

4,601

1.3%

–

–

–

Currency

Miscellaneous
TOTAL FINANCIAL DEBT

2.4

353,301

377,908

Details of financial debts by maturity

These financial debts have the following maturity dates:
2020

2019

Maturity in less than 1 year

34,92537,252

Maturity in 1 year to 5 years

317,638

340,523

Maturity in more than 5 years

739

132

353,301

377,907

2020

2019

Maturity in less than 1 year

6,085

7,541

Maturity in 1 year to 5 years

8,458

8,480

TOTAL

14,542

16,021TOTAL

2.5

Lease liability

The maturities of the lease liabilities are as follows:

Guerbet  Universal Registration Document 2020

6

163

6

Financial statements and related notes

2.6

Change in financial indebtedness

Consolidated financial statements and notes

Net financial debt changed as follows during the year:
2020

2019

Cash and cash equivalents

96,71381,420Bank loans and bank credit balances(3,671)(939)

Net cash

93,04280,481Gross financial debt other than bank credit

349,630

376,968

NET FINANCIAL DEBT

(256,588)(296,487)

Borrowings include a clause providing for a maximum value ofthe “net financial debt/EBITDA” ratio, which varies from one
year to another.

2.7

164

For the purpose of calculating the covenant, net debt is contractually
understood to exclude the IFRS 16 impact.
The maximum value of the ratio is 4.0. It was 2.65 at Thursday
31 December 2020.

Other current financial liabilities
2020

2019

Social liabilities

53,50455,663

Debt on fixed assets

24,19429,688

Miscellaneous debt

10,74012,700TOTAL

88,43898,051

Guerbet  Universal Registration Document 2020

Financial statements and related notes
Consolidated financial statements and notes

Note 3 Management of financial risks
In accordance with its risk hedging policy, the Guerbet grouphedges its interest rate risk on its borrowed funds. On March
27, 2019, the Group repaid the entire loan denominated indollars and negotiated a new variable-rate syndicated credit
facility, denominated in euros, of €500 million over five years.

3.2

As a result, the Group is no longer exposed to currency risk on
this loan but remains exposed to interest rate risk. In accordancewith its hedging policy, the Guerbet group seeks to reduce its
exposure to currency risk.

Currency risk

3.1.1 Currency risk exposure and hedging at December 31, 2020
The table below summarizes the Group’s main currency risks:
USD

JPY

HKD

KRW

CAD

CLP

GBP

CNY

CHF

12.84

37.24

14.76

7.32

(6.92)

3.50(2.76)

2.61

2.58

Positions before hedging

12.84

37.24

14.76

7.32

(6.92)

3.50(2.76)

2.61

2.58

Currency risk hedging(13.58) (23.72)(4.20)

–

–

–

–

–

–

Net foreign exchange position(0.74)

10.55

7.32

(6.92)

3.50(2.76)

2.61

2.58(in € million)

Accounting risk

(1)

13.52

(1) Accounting risk includes all assets and liabilities in non-EUR currencies.

Since December 31, 2019:●●

The net foreign exchange position in US dollars (USD) increased
from +70 million to +0.74 million mainly by reducing current
account balances (-51 million) by a cash pooling mechanism
repatriating bank balances in USD and by establishing a hedge(-13.58 million);●

The net foreign exchange position in Hong Kong dollars (HKD)
decreased by 15.4 million. The decrease was due to repatriationof HKD balances for 9.8 million and the establishment of ahedge for 4.2 million.

The net foreign exchange position in yen (JPY) decreased
by 33.8 million. This decrease was due to repatriation ofbalances in JPY for 10 million and to the establishment of ahedge (23.8 million);

6

Guerbet  Universal Registration Document 2020

165

6

Financial statements and related notes
Consolidated financial statements and notes

3.1.2	Analysis of sensitivity of the financial result to accounting currency risk at December 31, 2020
The sensitivity analysis is carried out on the non-hedged net balance (accounting risk after deducting hedges outstanding), for the maincurrencies.
The table below summarizes the impact on the financial result of a 10% variation in these currencies against the euro on the net foreignexchange position at December 31, 2020:
2020

2019

USD

74

7,030

JPY

1,352

4,738

HKD

1,055

2,596

KRW

732

457

CAD

(692)

(426)

CLP

350

317

GBP

(276)

(253)

CNY

261

235

CHF

258

126

(in € thousands)

3.2

Interest rate risk

3.2.1	Interest rate risk exposure and hedging
at December 31, 2020

remain negative in the short term, which does not justify immediate
coverage of the debt, but also by the risk of a significant rise inthese rates in the long term.

96% of debt is variable-rate.

In 2020, this hedge was not active against an increase in thereference interest rate (3-month Euribor), and over this period thisrate remained lower than the debt borrowing rate.

In 2019, the choice was made to hedge the syndicated credit
facility for €225 million by establishing interest rate hedging
instruments with a starting date deferred by two years. Thisdecision is based on the fact that interest rates are expected toBelow is the breakdown of debt due within one year and in morethan one year.

Less than 1 year (1)More than 1 year

Total

(318)

(10,856)(11,174)

Variable-rate financial liabilities(34,607)(307,520)(342,127)

Fixed-rate financial assets

65,704–65,704

Variable-rate financial assets

31,010–31,010–––

Fixed-rate financial liabilities

Net position before management (2)●fixed-rate

65,386(10,856)

54,530●variable-rate(3,597)(307,520)(311,117)

Off-balance-sheet(3)–(225,000)(225,000)

Net position after management

–

–

–

●

fixed-rate

65,386(235,856)(170,470)●

variable-rate(3,597)(82,520)(86,117)(1) All maturities for variable-rate financial liabilities and assets and maturities of less than one year for fixed-rate financial assets and liabilities.
(2) Sum of difference of (assets – liabilities) at fixed rates and (assets – liabilities) at variable rates.
(3) Interest rate swaps (receive variable rates and pay fixed rates).

166

Guerbet  Universal Registration Document 2020

Financial statements and related notes
Consolidated financial statements and notes

3.2.2	Analysis of sensitivity of the financial
result to interest rate risk
at December 31, 2020

in an increase in in the cost of debt of around €1.5 million year
on year; a decrease of 100 basis points would not have resulted
in a decrease in the cost of debt in euros given that the debt baserate has a floor of 0%.

Sensitivity is calculated on the unhedged gross debt balance.
96.10% of this unhedged debt is denominated in euros. As a result,the sensitivity calculated in this note relates only to debt in euros.

Gross debt

3M
Euribor + 100 bp

3M Euribor- 100 bp

On the basis of a 3-month Euribor of -0.545% as at December
31, 2020, an increase of 100 basis points would have resulted

339,529

341,074

334,283

3.3(in € thousands)

Liquidity risk

On March 27, 2019, the Group arranged a new €500 million
syndicated credit facility for a term of five years. This credit
facility includes a confirmed line of €150 million not drawn as
at December 31, 2020.

In addition, on this date, the Group had confirmed short-term
bilateral lines not drawn for €61 million and available cash of€97 million equivalent.

Note 4 Additional information (formerly segment information)
Readers should note that all of the Group’s business is carried out
in a single area of activity, which is the research, development,
production and sale of contrast media for medical imaging. As aresult, the Group does not present operating segment information
within the meaning of IFRS 8. However, to provide a detailed

4.1

Geographic information

The geographic information is presented below based on arisk and profitability analysis in two subsets, corresponding to
the Group’s internal organization and Guerbet’s various growthmodels in these markets:●●

analysis of its activity, the Group presents in this paragraph abreakdown of its activity by geographic region. This information
corresponds to the internal reporting statements used by Management
to run the Group. Additional information is provided on revenue
by product range (X-Ray, MRI, IRT, MD and other).

Main European markets where Guerbet group has been able tobuild sustainable customer relationships and has a strong position
due to its own networks of pharmaceutical sales representatives;
Other markets.

The non-allocated portion of operating income corresponds tohead office administrative costs, research and development
costs, and indirect industrial costs not attributable to the products,
components which can only be allocated to the various sectors
on an arbitrary basis.

6

The Group’s support functions and research and development
costs are centralized in France.

Europe includes the European countries where the Group is present
via its own networks of pharmaceutical sales representatives,
namely: Austria, Belgium, Spain, France, Germany, Israel, Italy,
the Netherlands, Portugal, Switzerland, Turkey and the United
Kingdom.

Guerbet  Universal Registration Document 2020

167

6

Financial statements and related notes
Consolidated financial statements and notes

European companies
in their markets

Other

Non-allocatedTotal

European markets

290,293––

290,293

Other markets

27,758394,244–422,002

Total

318,051394,244–712,295

Amortization––(59,649)(59,649)

Other expenses without cash equivalents

–

–

306

306

Operating result

–

–

–

41,346

2020

Revenue

NET INCOME
Sector assets

17,714
878,898

66,808–945,706

370,763

78,799–449,562

542,355

50,050–592,405

Financial debts––

353,301

353,301

Sector investments

–

–

–

–

●

of which fixed assets

Sector liabilities other than borrowing●

intangible

19,783

107–

19,890●tangible

33,155

6,642–

39,798European companies
in their markets

Other

Non-allocatedTotal

European markets

345,191––

345,191

Other markets

27,915443,799–471,715

Total

373,107443,799–

816,906

Amortization and depreciation––(58,726)(58,726)

Other expenses without cash equivalents––(1,049)(1,049)Operating result

–

–

–

51,7442019

Revenue

NET INCOME
Sector assets

947,625

56,471–

1,004,096

364,433

98,100–462,533

589,874

36,316–626,190

Financial debts––

377,907377,907

Sector investments

–

–

–

–

●

of which fixed assets

Sector liabilities other than borrowing

168

37,328●intangible

16,491

4,089–

20,580●tangible

27,264

11,653–38,917

Guerbet  Universal Registration Document 2020

Financial statements and related notes
Consolidated financial statements and notes

4.2

Breakdown of revenue by product range

Guerbet group’s revenue breaks down by product range as follows:
2020

2019

X-Ray

45.0%

45.6%

MRI

31.1%

32.8%

IRT

10.3%

9.2%

MD

10.2%

9.8%

Other

3.3%

2.6%

TOTAL

100%

100%

12/31/2020

Note 5 Intangible assets
5.1

Gross values

12/31/2019

Increase

Decrease

Acquisition

Translation
adjustments andotherTrademarks

10,032

–

–

–

(201)

9,831

Patents and technologies

90,772–––(6,567)

84,206

Marketing Authorizations(MAs)

12,122

–

–

–

(436)

11,686

Sales relationships

5,147

–

–

–

(307)

4,841

–

–

–

–

–

–

Goodwill

39,820––––39,820Software

96,687

117(9,158)–2,963

90,609Intangible assets in progress (1)15,327

19,773––(3,185)31,915GROSS VALUES

269,907

19,890(9,158)–(7,732)272,907

Right of Use – Intangible
assets6(1) The “Intangible assets in progress” item includes €15 million in capitalized costs for the Liver Care Advisor project (liver cancer diagnostic tool), €4 million incapitalized costs for the Care Advisor for Prostate project as part of the partnership with IBM Watson, as well as €3.5 million in capitalized costs for the Geodeproject (Occlugel microspheres) and €3.1 million in capitalized costs in connection with additional studies requested by the FDA (see Note 5.3 below).

Guerbet  Universal Registration Document 2020

169

6

Financial statements and related notes
Consolidated financial statements and notes

Translation
Acquisition adjustments and other12/31/2018

Increase

Decrease

12/31/2019

Trademarks

17,763

243––(7,974)

10,032

Patents and technologies

89,309

–

–

–

1,463

90,772

20

3,826

(16)

–

8,292

12,122

5,079

–

–

–

68

5,147

–

–

–

–

–

–

Goodwill

39,820––––39,820Software

87,674

246(1,699)–10,46596,687

Intangible assets in progress (1)9,19616,265––(10,135)

15,327

248,861

20,580(1,715)–2,181

269,907

MarketingAuthorizations (MAs)
Sales relationships
Right of Use – Intangible assets

GROSS VALUES(1) The “Intangible assets in progress” item includes €7.7 million in capitalized costs for the Liver Care Advisor project (liver cancer diagnostic tool) as part of thepartnership with IBM Watson as well as €1.1 million in capitalized costs for additional studies requested by the FDA, and IT investments (Group ERP).

5.2

170

Amortization and depreciation by category of fixed asset
Translation
Acquisition adjustments and other 12/31/2020

12/31/2019

Allowances

Reversals

Patents and technologies

24,195

4,909

–

–

(1,429)27,675Marketing Authorizations (MAs)

2,127

767

–

–

(105)

2,789

Sales relationships

2,016

499

–

–

(88)

2,426

Right of Use – Intangible assets

–

–

–

–

–

–

Goodwill

–

–

–

–

–

–

Software51,817

9,782(8,926)–(924)

51,750TOTAL

80,155

15,957(8,926)–(2,546)

84,64012/31/2018

Allowances

Reversals

Translation
Acquisition adjustments and other12/31/2019

Patents and technologies

19,059

5,006

2

–

128

24,195Marketing Authorizations (MAs)

1,318

765

–

–

43

2,127

Sales relationships

3,012

492

–

–

5,005

2,016

Goodwill

–

–

–

–

–

–

Software43,100

9,628

(983)

–

72

51,817

TOTAL

66,48915,891

(981)

0

5,247

80,155

Guerbet  Universal Registration Document 2020

Financial statements and related notes
Consolidated financial statements and notes

5.3

Additional information on main intangible fixed assets

Estimates of recoverable values of cashgenerating units including goodwill or
intangible assets with indefinite useful lives
In accordance with the approach adopted, four cash-generating
units were defined (EMEA, LATAM, APAC and NAM) according to
the architecture adopted by the Group’s management for analysis
of its performance and for medium-term planning of its activity.
Net book value at December
31, 2020 (in € million)

The book value of each cash-generating unit was determinedaccording to specific allocation scales, particularly on the basis of
the geographical destination of the plants’ manufacturing output.
In accordance with IAS 36, goodwill is not allocated to any
cash-generating unit (as they do not generate cash flows that are
sufficiently independent of other Group assets); they are tested
through a “consolidated” business plan.

Global

EMEA

NAM

APAC

LATAM

Goodwill

39.8

–

–

–

–

Intangible assets with anindefinite useful life

9.6

–

2.2

7.4

–

Productive assets(manufacturing)

229.1

80.0

57.6

53.5

37.9

Other support assets

422.8

205.1

96.7

85.8

35.2

TOTAL

701.2

285.1

156.5

146.7

73.1

Growth rate to infinity

3.0%

2.2%

2.3%

3.2%

3.8%

Discount rate

9.9%

9.2%

8.6%

10.0%

11.9%

The discount rate used for each cash-generating unit is determinedaccording to a risk premium specific to the geographic region inquestion. Weighting gives a global discount rate of 9.9% (comparedwith 11.7% in the tests conducted as at December 31, 2019).
At December 31, 2020, the value tests were based on discounted
cash flows determined on the basis of the best estimates known
Change in revenue

December 31, 2020. In particular, they come from the Medium-Term
Plan determined by the Group’s management over a five-year
horizon. A final additional year of testing (2026 normative) was
extrapolated by considering a normative level of activity for eachregion. The main assumptions are presented below:

6

Global

EMEA

NAM

APAC

LATAM

2021

–

4.6%

15.1%

0.6%

66.1%

2022

10.1%

5.1%

(3.6%)

34.2%

8.9%

2023

6.0%

4.6%

5.8%

8.8%

5.2%

2024

5.6%

3.6%

6.2%

9.0%

4.2%

2025

9.4%

9.6%

8.9%

11.0%

6.3%

(-) Improvement/decrease in WCR; (+) consumption/increase in WCR.

Guerbet  Universal Registration Document 2020

171

6

Financial statements and related notes
Consolidated financial statements and notes

Change in working capitalrequirement (%)

Global

EMEA

NAM

APAC

LATAM

2021

8.6%

8.6%

8.6%

8.6%

8.6%

2022

(2.1%)

2.6%

10.6%

(24.4%)(1.0%)

2023(2.4%)(1.0%)(2.2%)(5.1%)(1.6%)

2024(2.2%)(0.2%)(2.7%)(5.5%)(0.8%)

2025(6.6%)(6.7%)(6.1%)(8.1%)(3.6%)

2026 normative(2.7%)(2.2%)(2.3%)(3.2%)(3.8%)For each of these cash-generating units, the present value exceeds
the net book value. Accordingly, no impairment is considered
as a result of these tests as at December 31, 2020. In terms ofsensitivity, an increase of one percentage point in the discountrate and the growth rate to infinity used would not lead to therecognition of an impairment loss.
Similarly, a 10% deterioration in revenue and margin projections
would not lead to a recognition of impairment.

Capitalization of preclinical and clinicalstudies required by the US Foodand Drug Administration
In December 2017, Guerbet LLC received a request from the FDA(Food and Drug Administration) to conduct two preclinical studies
and a clinical study for Dotarem, marketed in the United States,
for which approval was obtained in 2013.

172

Guerbet  Universal Registration Document 2020

These studies are part of the Post Marketing Requirements (PMRs)
governed by section 505(o) of the FDCA (Federal Food, Drugand Cosmetic Act). They are mandatory, but the result does
not call into question the sale of the products in the US market.
According to the FDA, “the results from completed studies provide
additional information that can lead to safety labeling changes,
support expanded use of a drug, or alleviate concerns about apotential drug risk”.
Under the Group rules and after analysis of IAS 38, the costs related
to preclinical and clinical studies occurring after an authorization
is obtained meet the criteria for recognition as capital assets.
At December 31, 2020, €1,552,000 was capitalized forpreclinical studies and €1,588,000 for the clinical study for the
PMR for Dotarem.

Financial statements and related notes
Consolidated financial statements and notes

Note 6 Tangible assets
6.1

Analysis of items by category
Translation
Changes inscope (1) adjustments and other12/31/2020

12/31/2019

Increase

Decrease

17,346

–

–

(984)

(604)

15,758218,9635,537(6,123)(7,114)(1,366)

209,898of which IFRS 16 financelease

31,292

5,522(3,968)–(1,950)30,896

Plant, machinery and equipment

415,487

1,668(4,878)(21,531)(1,898)388,847

947

446

(329)

–

(20)

1,044

93,8005,094(9,515)(557)(2,666)86,155of which IFRS 16 finance
lease

8,034

2,679

(1,181)

–

(177)

9,355

Fixed assets under construction

29,10233,271–(583)(22,243)

39,547Gross values

774,698

45,569(20,516)(30,768)(28,778)

740,204(505,138)(43,692)

18,08335,32916,874(478,545)

Impairment

3,220

–

–

(7,935)

4,350

(365)

NET VALUES

272,779

1,877(2,433)(3,374)(7,555)261,294

Land●of which finance lease

Buildings●●

of which IFRS 16 finance
lease

Other tangible assets●

Amortization and depreciation(1) Sale of Liebel-Flarsheim Canada.

6

Guerbet  Universal Registration Document 2020

173

6

Financial statements and related notes
Consolidated financial statements and notes

Changes in Translation adjustments
scopeand other 12/31/2019

12/31/2018

Increase

Decrease

17,174

–

(21)

–

192

17,346

–

–

–

–

–

–

194,099

3,934(1,164)–22,094

218,963

16,327

1,898

(846)

–

13,914

31,292

403,325

5,377(5,294)–

12,078415,487

1,317

160

(2)

–

(1)

947

92,031

7,060(1,529)–(3,763)93,800

9,582

2,543

(88)

–

(4,004)

8,033

Fixed assets underconstruction

20,723

27,204––(18,824)

29,102Gross values

727,353

43,575(8,007)–

11,777

774,698(473,085)(43,794)

7,181

–

4,560

(505,138)

Impairments

649

–

2,438

–

133

3,220

NET VALUES

254,917

(219)

1,612

–

16,470272,779

Land●of which finance lease

Buildings●

of which finance lease

Plant, machinery andequipment●of which finance lease

Other tangible assets●of which finance lease

Amortization anddepreciation

6.2

Breakdown of net tangible fixed assets by currency area
2020
Closing priceAmountClosing priceAmountEuro–

210,129–

205,708

USD

1.23

41,4901.12

47,558

Real

6.37

4,233

4.52

6,523

Other currencies

N/A

5,443

N/A

13,261–

261,294–

272,779

Currency

TOTAL

6.3

Reappraisals

The Villepinte office complex was adjusted to its fair value as
at January 1, 2004, using the option allowed by IFRS 1 upon
initial adoption of the IFRS. This adjustment was based on theestimation of an independent appraiser. The value of the buildings
was estimated at €11.3 million by applying the following two
approaches:
●

174

2019

Capitalization of potential revenue that could potentially begenerated by rental;

Guerbet  Universal Registration Document 2020●

Comparison with the market, referring to transactions recently
completed for facilities of the same type located nearby.

Considering the net book value of these buildings as at January 1,
2004, namely €3.3 million, the revaluation concerned €8 million,of which €6.5 million for buildings and €1.5 million for land.
A second estimation by an independent appraiser was performed in2008. The value of the buildings was estimated at €12.6 million,
which confirmed there was no impairment loss to be recognized.

Financial statements and related notes
Consolidated financial statements and notes

Note 7 Non-current financial assets
2020

2019

Gross

Provisions

Net

Net

Guarantees and deposits

3,366

–

3,366

3,366

PIDR Germany reinsurance assets(see Note 12.2)

6,169

–

6,169

5,943

Loans to staff

2,985

–

2,985

2,338

Other non-current financial assets*

5,000

(981)

4,019

4,285

TOTAL

17,521(981)

16,54015,933*

Other non-current financial assets include:- €4.2 million investment in the Truffle Capital innovation fund, including €1 million in impairment;- a portfolio of 11,880 treasury shares intended to be given to employees under the policy put in place by the Group in 2016 for €0.5 million.

6

Guerbet  Universal Registration Document 2020

175

6

Financial statements and related notes
Consolidated financial statements and notes

Note 8 Deferred tax assets and liabilities

2019

Changes in Translation
Changes shareholders’ adjustments
and other Reclassifications
equityin incomeRemoval
from
scope

2020

Deferred tax assets

15,171

–

–

–

–

–

11,046

Deferred tax liabilities(21,877)

–

–

–

–

–

(14,766)(6,706)

2,058

966

(318)

–

280

(3,720)Use of tax losses (1)

5,978

2,564

–

(70)

–

–

8,472

Temporary timing differences

8,802

(443)

259

(654)

–

–

7,964

Restatement of regulated provisions(22,499)

2,093

–

–

–

–

(20,406)

Revaluation of tangible assets(6,917)

226

–

124

–

280

(6,287)

Difference in valuation of intangible
assets(21,338)

1,264

–

1,238

–

–

(18,836)

Restatement of margins on inventories

19,223(4,765)–(1,036)––

13,422

Restatement of provisions on subsidiary
risk

–

–

–

–

–

–

–

IFRS 16 finance leases

201

(108)

–

(17)

–

–

76

Restatement of injectors

–

–

–

–

–

–

–

Restatement of financial instruments

(376)

135

2

(8)

–

–

(247)

Provisions for retirement

9,030

544

705

–

–

–

10,279

Other

1,190

547

–

106

–

–

1,843

TOTAL
Of which deferred taxes resulting from:(1) Losses used: the Group relies on the entities’ forecasts of macroeconomic and microeconomic results to use allowable loss carry-forwards. The three main sources ofallowable loss carry-forwards are (in terms of taxes and not the base): France €1.1 million, Accurate €2.5 million, and the United States €3.3 million. For the UnitedStates, the amounts available for use are based on local projections of the US Tax Group. With regard to France, the amounts available for use are based on therules in force for limiting tax loss carry-forwards (annual cap of €1 million).
Ordinary losses that have not been used: they represent a total tax of €20.3 million with respect to tax losses. They mainly concern the Guerbet America companiesfor €8 million and Guerbet S.A. for €9.6 million. The French tax consolidation scope posted a tax loss of €39.7 million in 2020, including a tax capital loss of€29.2 million for the sale of the Liebel-Flarsheim Canada shares. The timing for using these allowable loss carry-forwards is not sufficiently precise due to futurechanges in the Group’s transfer pricing policy to reflect changes in the Group’s industrial and commercial organization. As a result, the use of the allowable loss
carry-forwards of the French tax consolidation scope was capped by the employment tax ceiling at 100% of the allowable loss carry-forwards, which is €1 million
per year. Furthermore, this use took place over a period of three years in accordance with the Group’s general policy.

176

Guerbet  Universal Registration Document 2020

Financial statements and related notes
Consolidated financial statements and notes

Translation
adjustments
and other Reclassifications

2018

Changes inincomeChanges inshareholders’equityDeferred tax assets

23,270––––15,171

Deferred tax liabilities(31,904)

–

–

–

–

(21,876)(8,635)(1,097)

3,520

(494)

0

(6,706)

Use of tax losses (1)16,196(6,633)–245(3,830)5,978

Temporary timing differences

10,544

649

(225)

5

(2,171)

8,802

Restatement of regulated provisions(22,712)

2,605

–

–

(2,392)(22,499)

Revaluation of tangible assets(16,908)

126

–

189

9,676

(6,917)

Difference in valuationof intangible assets(37,199)

1,292

–

(392)

14,961(21,338)

Restatement of margins on inventories

35,952

4,945

–

442

(22,116)

19,223

Restatement of provisions
on subsidiary risks

3,205

–

–

–

(3,205)–

Finance leases

(70)

199

–

2

70

201

Restatement of injectors

(248)

–

–

–

248

–

Restatement of financial instruments–(3,142)

2,908

–

(142)

(376)

Restatement of borrowing costs

–

153

837

–

8,040

9,030

2,604

(1,290)

–

(985)

861

1,190

TOTAL

2019

Of which deferred taxes resulting from:Other(1) Loss carry-forwards that were not the subject of a deferred use represent a total tax loss base of €10.2 million. They concern Medex (France) for €0.7 million,
Guerbet America for €8.8 million, and Guerbet Imagem do Brasil for €0.7 million (base).

Note 9 Inventories

6
2020

2019

Raw materials and spare parts

46,111

59,076

Intermediate and finished products, work in progress and goods

178,644

201,254

Gross value

224,756

260,330

Provisions(20,168)(23,737)

NET VALUES

204,587

236,593

An inventory reduction plan was initiated by the Group in early 2020 to significantly reduce inventory levels. This three- to four-year
action plan focuses on adjusting plant production plans, optimizing production plant lead times, and reducing reserve inventories.

Guerbet  Universal Registration Document 2020

177

6

Financial statements and related notes
Consolidated financial statements and notes

Note 10

Trade receivables and related accounts
2020

2019

Gross value

115,530

145,838

Provisions(4,492)(5,494)

NET VALUE

111,038

140,344

Note 11

Shareholders’ equity

11.1 Change in number of shares of the parent company
At December 31? 2019, the capital of the parent company was made up of 12,596,161 shares of €1 par value.
The changes affecting Guerbet shares are as follows:
2020

Number of shares at the beginning of the year

12,596,161

Creation of shares through exercise of stock options

6,513

NUMBER OF SHARES AT THE END OF THE YEAR

12,602,674

11.2 Details of shareholders’ equity
2020

2019

Share capital

12,603

12,596Premiums for issue, merger and conversion of convertible bonds

11,22011,127

Statutory reserves

1,260

1,256

260,358

216,914–

146,446

Consolidated income

17,71437,328Translation adjustments(60,550)(36,474)

TOTAL

241,346

389,192

Consolidated reserves
Retained earnings

178

Guerbet  Universal Registration Document 2020

Financial statements and related notes
Consolidated financial statements and notes

Note 12

Provisions

12.1 Changes
Translation
adjustments
Reversals
and(provision
not used) reclassifications

Changesin actuarial
assumptions

2020

2019

Allowance

Reversals(provisionused)

Non-current

39,303

1,552

(47)

(12)

(18)

2,960

43,738

Of which deferred staff benefits(Note 12.2)

37,202

1,512

(47)

(12)

(18)

2,960

41,597

220

–

–

–

(7)

–

213

1,261

127

–

(245)

–

–

1,143

721

854

(20)

(277)

–

–

1,278

Miscellaneous bonds

1,920

403

(364)

(66)

(172)

–

1,721

Total current provisions

4,122

1,384

(384)

(588)

(179)

–

4,355

TOTAL PROVISIONS

43,425

2,936

(431)

(600)

(197)

2,960

48,093

2018

Allowance

Reversals(provision
used)Translation
adjustments
Reversals
and(provision
not used) reclassifications

Changesin actuarial
assumptions

2019

Non-current

35,127

1,803

–

(274)

(3)

2,650

39,303

Of which deferred staff benefits(Note 12.2)

35,127

1,763

–

(274)

(2,064)2,650

37,202

242

–

(5)

(10)

(7)

–

220

2,427

–

(33)

(1,144)

11

–

1,261

509

3,115

(89)

(2,814)––721

Miscellaneous bonds

2,597

215

(429)

(468)

6

–

1,920

Total current provisions

5,774

3,330

(556)

(4,436)

10

–

4,122

TOTAL PROVISIONS

40,901

5,133

(556)

(4,710)72,650

43,425Current
Tax disputes
Commercial disputes
Staff-related provisions(disputes and free shares)

6

Current
Tax disputes
Commercial disputes
Staff-related provisions(disputes and free shares)

Guerbet  Universal Registration Document 2020

179

6

Financial statements and related notes
Consolidated financial statements and notes

12.2 Deferred staff benefitsa)	Description
Group employees have post-employment benefits in the form of:●●Retirement benefits or end-of-career benefits (France, Italy, Austria,
Korea, Japan, Turkey and Ireland);
Supplemental defined-benefit retirement plans (Germany) or
early retirement benefits for persons aged 58 to 60 (Belgium).

Provisions have been made for these commitments.

Commitments for supplemental retirement benefits to be paid toGerman workers are covered by financial assets corresponding tofunds invested with third parties (the scheme’s assets). All of theseinvestments are made with insurance companies, deemed to berisk-free. These assets are assessed each year, frequently enoughso that the amounts recognized do not differ significantly from theassets and liabilities at close. They are valued at €6,169,000 as
at December 31, 2020, including €1,062,000 in hedging assets(excluding reinsurance assets). Premiums paid for defined-contribution
retirement plans are spread over the year.

b)	Assessment and recognition

The Group’s obligations are calculated using the assumptions ineffect in the countries in question.

The Group has no scheme covering the medical expenses of its
former employees.

Actuarial gains and losses are recognized directly in shareholders’equity as authorized by revised IAS 19.

c)	Actuarial assumptions applied for France and Germany representing 98% of provisions and100% of the scheme’s assets
FranceGermany

2020

2019

2020

2019

0.75%

1.25%

1.10%

1.30%

N/A

N/A

N/A

N/A

2.50%

2.00%

2.30%

2.30%

N/A

N/A

1.5

1.75

Mortality assumptions

T

T

T

T

Staff turnover rate

S

S

S

S

Retirement age

E

E

65

65

Social security charge rate

V

V

V

V

Discount rate (C)Average expected return on scheme assets
Wage growth
Average revision rate applied to annuities

C = Mercer Yield curve (MYC).
E = Estimated retirement age based on an average start-of-career age by category of employees, and annuities required by regulations.
S = Rate tables established from statistics and according to analysis factors such as the employee’s status and age, according to their relevance.
T = The tables used are adjusted tables TH 00-02 and TF 00-02 for mainland France and DR. Klaus Heubeck’s table (RT 2018 G) for Germany.
V = Variable according to the social security charge rate of the entity concerned.
The following information is not provided in detail (N/A):– Average expected returns on scheme assets for French companies, since French schemes do not have assets;– Average revision rates for annuities, since French schemes correspond to retirement benefits and not annuities;– Average rate of growth in medical expenses, since none of the schemes cover medical expenses.

180

Guerbet  Universal Registration Document 2020

Financial statements and related notes
Consolidated financial statements and notes

2020

2019

Present value of funded liabilities

42,65938,291

Fair value of scheme assets(1,062)(1,089)Balance of liabilities

41,597

37,202

41,597

37,202––

41,597

37,202

Expenses on the income statement

2020

2019

Cost of services for the year

2,313

2,203

458

673

(2)

(6)

NET TOTAL OF SCHEME COSTS

2,770

2,870

Change in liabilities over the year

2020

2019

Liabilities at start of period

37,20235,127

Cost of services for the year

2,313

2,203

458

673

Other impacts including actuarial gains and losses

(2)

(6)

Employer payments to funding assets

(26)

(30)

Benefits paid

(1,404)(1,436)

Actuarial gains and losses

2,963

2,651

Translation adjustments

(19)

(4)

Other

212

(1,976)

41,697

37,202

Liabilities on the balance sheet

Amounts recognized on balance sheet
Provisions for deferred staff benefits
Non-current financial assets (book assets)
NET BALANCE OF BALANCE SHEET: NET LIABILITIES (ASSETS)

Finance costs
Other impacts including actuarial gains and losses

Finance costs

LIABILITIES AT END OF PERIOD

6d)	Sensitivity analysis of actuarial assumptions
An increase of 50 basis points in the discount rate would increase the discounted value of liabilities by €2,887,000 (+6.92%). A
decrease of 50 basis points would reduce commitments by €2,624,000 (-6.29%).

Guerbet  Universal Registration Document 2020

181

6

Financial statements and related notes
Consolidated financial statements and notes

Note 13

Trade payables and related accounts
2020

2019

Trade payables and related accounts

64,41367,759TOTAL

64,41367,7592020

2019

Sales of services

4,375

2,097

Operating subsidy

1,022

152

TOTAL

5,397

2,249

2020

2019

Salaries and wages(181,960)(186,787)

Social security charges(53,724)(54,191)

Employee profit sharing

(817)

(874)

(236,500)(241,852)

Note 14

Note 15

Other operating revenue

Staff costs

15.1 Details of staff costs

TOTAL
The decrease in the item (salaries and wages) was mainly due to the sale of the Canadian plant.

15.2 Main characteristics and parameters for valuing the share-based payment

benefit granted by the Group – Stock option plan

The binomial options pricing model is used to assess the fairvalue of stock options granted. It can value options that can be
exercised at any point during their life. The value of the option
thus defined is reduced by the cost of carry, generated by therule against selling the shares if options are exercised less thanfour years after the beginning of the plan. This implied cost is

182

Guerbet  Universal Registration Document 2020

estimated by the price of a risk-free strategy that would allow theemployee to have the security when they exercise the option. This
strategy consists of purchasing the security in the cash market byborrowing the necessary funds, offset by forward selling of the
security. The cost of this strategy is a financial cost corresponding
to the borrowing cost minus the dividends.

Financial statements and related notes
Consolidated financial statements and notes

15.2.1 Characteristics of share-based payments for plans in effect at December 31, 2020
NumbergrantedShare price on the
grant date

Volatility

Risk-free rate

Exercise priceLock-inperiodOctober 17, 2011

530,840

16.58

35%

2.77%

15.40

4 years

November 23, 2011

48,000

16.80

35%

2.77%

16.07

4 years

February 20, 2012

6,800

15.37

35%

2.77%

15.37

4 years

Grant date

15.2.2 Breakdown of benefit by fiscal year for plans in effect at December 31, 2020

March 26, 2009

October 17, 2011

November 23,
2011

February 20, 2012

Total

2013

–

590

53

8

651

2014

–

590

53

8

651

2015

–

468

47

7

522

2016

–

–

–

1

1

TOTAL

–

1,648

153

24

1,825

Grant date

15.2.3 Impact on balance sheet
The benefit above is recognized for each fiscal year according to the number of stock options that remain to be exercised (62,870
options) in exchange for shareholders' equity.

15.3 Free share allocation plan
During the fiscal year ended December 31, 2016, acting inaccordance with the authorization granted by the Company’s
Extraordinary General Meeting of May 27, 2016, the Board of
Directors adopted a free share allocation plan on September 27,
2016 intended for all employees and officers of the Company
and its French and foreign subsidiaries. On November 8, 2016,
the Board of Directors, also pursuant to this decision, approveda second free share allocation plan for certain employees andofficers of the Company and its French and foreign subsidiaries.

In accordance with the authorization granted by the Company’s
General Meeting of May 28, 2018, the Board of Directors adopted
a third share allocation plan on March 26, 2019, intended forcertain employees and officers of the Company and its French
and foreign subsidiaries.

Guerbet  Universal Registration Document 2020

6

183

6

Financial statements and related notes
Consolidated financial statements and notes

The main assumptions applied for the share award plans in effect at December 31, 2020 are as follows:

Plan 3Grant date

01/07/2019

Vesting date

01/07/2022

Vesting period

3 years

Price on grant date

47.70

Expected dividend yield

1.37%

Risk-free rate

(0.64%)

Volatility

36%

Employee turnover rate

2.06%

Probability of fulfilling the performance conditions

Based on Monte Carlo model

A total of 31,837 free shares were granted to employees and officers in 2020 under plan 2, and 33,600 active free shares remain
outstanding at December 31, 2020 under plan 3 still in force, detailed as follows:

Grant date

End of vesting
period (subject
to presence)

Vesting
periodin yearsCommitment
by plan

31,837

2019

2020

2

Closed–31,837––––

AGAP (regime 3)

47,550

–

2019

2022

3

€1,141,000

Number of active sharesat 12/31/2020

33,600

–

–

–

–

–

Plan type

AGAP (regime 2)

Number of
instruments
initially granted

Numberof vested
instruments

38,780

Number of shares allocated in 2020

The total commitment since the first share allocation plan (dated 28, September 2016) was valued using the Monte Carlo model with
the Black & Scholes formula.
Pursuant to these plans, an expense of €492,000 was recognized with an offsetting increase in shareholders’ equity.

15.4 Average number of staff during the year

184

2020

2019

Europe

1,650

1,599

America

901

1,028

Asia

210

204

TOTAL

2,761

2,831

Guerbet  Universal Registration Document 2020

Financial statements and related notes
Consolidated financial statements and notes

15.5 Geographic breakdown of workforce, snapshot at December 31
2020

2019

Europe

1,660

1,612

America

756

1,008

Asia

219

200

TOTAL

2,635

2,820

2020

2019

Industrial subcontracting(28,752)(37,456)

Non-stocked supplies and materials(24,779)(25,969)

Rentals and rental expenses(7,631)(7,634)Maintenance and repairs(20,708)(21,724)

Insurance(4,469)(3,389)Studies and research(19,480)(20,268)

Outside staff(3,955)(5,003)

Commissions and fees

(34,636)(41,662)

Advertising and public relations(8,485)(9,208)Transport(16,383)(14,663)

Travel and entertainment(4,812)(13,037)

Postage and telecommunications fees

(2,714)(3,451)

Conferences and seminars(5,098)(16,055)

Registration fees

(6,939)(7,703)

Other miscellaneous charges(15,136)(19,042)

TOTAL(203,975)(246,265)

2020

2019

Payroll tax(1,731)(1,492)

Regional Economic Contribution (France: contribution économique territoriale)(4,077)(4,735)Inami Tax (Belgium)(800)(1,699)Other taxes and duties(9,244)(10,446)

TOTAL(15,852)(18,372)

Note 16

Note 17

External charges

6

Taxes and duties

Guerbet  Universal Registration Document 2020

185

6

Financial statements and related notes
Consolidated financial statements and notes

Note 18

Depreciation and amortization
2020

2019

On intangible assets(15,957)(15,907)

On tangible assets(43,692)(42,819)

TOTAL(59,649)(58,726)

2020

2019

Royalties paid

(629)

(1,904)

Research tax credit

7,545

5,912

Income from sale of fixed assets(928)(1,120)Miscellaneous other income and expenses(112)(4,263)

TOTAL

5,876

(1,375)

2020

2019

(292)

(434)

Interest on borrowing and bank credit(4,562)(6,407)

Interest swaps(2,386)

(775)

TOTAL

(7,239)(7,616)

2020

2019

Current taxes(6,065)(12,782)

Deferred taxes

2,058(1,097)TOTAL(4,008)(13,879)

Note 19

Note 20

Other operating income and expenses

Gross finance costs

Interest charges on lease liabilities

Note 21

Income tax

21.1 Details of tax expenses

186

Guerbet  Universal Registration Document 2020

Financial statements and related notes
Consolidated financial statements and notes

21.2 Analysis of tax expenses
2020

2019

Theoretical tax charge at the prevailing rate for the consolidating company (*)(6,955)(17,630)

Impact of differences in tax rates

4,567

1,445

Impact of permanently non-deductible or non-taxable expenses (1)5,482(3,122)

Impact of tax credits

2,707

3,040

Impact of deferred taxes on unrecognized and miscellaneous deficits(9,810)

2,388

TOTAL

(4,008)(13,879)

EFFECTIVE TAX RATE (as %)18.46%

27.10%

32.02%

34.43%(*) Tax rate(1) The impact of permanently non-deductible/taxable expenses includes the effect of restating the untaxed consolidated capital gain on the sale of the Canadian plantfor €7.5 million. Without this transaction, the permanently non-deductible/taxable expenses amounted to -€2.5 million.

Note 22

Research and Development costs

The amounts below are booked as expenses:
2020

2019

Direct costs

64,67465,946

Indirect costs

6,746

6,599

OVERALL RESEARCH AND DEVELOPMENT EXPENDITURES

71,42072,545The definition of the Research and Development scope and themethod for allocating indirect costs include costs of supplies andconsumables, external charges, staff costs and depreciation.

Note 23

The increase in indirect costs is mainly related to impairments ofinjectors used in medical training.

6

Government grants

The following subsidies were recognized in the income statement:
Type

2020

2019

Other operating income

Innovation aid

329–

Other operating income

Employment aid

85

50

414

50

Accounting category

TOTAL
In connection with the French-German research project “Iseult”(see Note 2.2), an addendum (number 3) to the aid agreementwith an update of the conditions of financial returns was signed inearly 2020 and provided for the payment of a subsidy balanceof €329,000 the same year. The impact reported in the 2020
income statement is €329,000.

Guerbet  Universal Registration Document 2020

187

6

Financial statements and related notes
Consolidated financial statements and notes

Note 24

Information on stock option operations

The staff of the Company and its subsidiaries benefit from stock
options until October 17, 2021. At December 31, 2020, staff
could subscribe to 62,870 shares at a weighted average priceof €15.40. If all of the stock options are exercised, the total
number of shares would be 12,665,544 for a nominal amountof €12,665,544. These new shares would represent an increaseof €968,178 in shareholders’ equity. The potential dilutionof shareholders’ equity is 0.50%. Diluted earnings per share,calculated to take into account the dilutive effect of the employee
stock options, is €1.40 for the 2020 fiscal year.

SUMMARY STATEMENT OF STOCK OPTION PLANS

Plan of
10/17/2011

Plan of11/23/2011

Plan of02/20/2012

Earliest sale date for preferential tax treatment

10/17/2015

11/23/2015

02/20/2016

Date of the Board meeting when it was decided to grant options

10/17/2015

11/23/2015

02/20/2016

Number of options granted

530,840

48,0006,800

Subscription or purchase price€15.40€16.08€15.38

10/16/2021

11/22/2021

02/20/2022

335,977

48,000

3,800

6,513

–

–

126,480–

2,000

61,870–1,000

Grant date

Plan expiration date
Number of options exercised since exercising was authorizedon 10/17/2015
Number of options exercised in 2020
Number of options canceled since exercising was authorizedon 10/17/2015
NUMBER OF OPTIONS REMAINING

Note 25

Related-party disclosures

25.1 Relationships with non-consolidated companies
All significant Group subsidiaries are wholly owned and fully consolidated. Transactions between these companies are eliminated. The
total impact of non-consolidated entities is not significant.

188

Guerbet  Universal Registration Document 2020

Financial statements and related notes
Consolidated financial statements and notes

25.2 Compensation and benefits granted by the Group to top executives
The top executives make up the Executive Committee. They received the following benefits and compensation, in thousands of euros:
2020

2019

Short-term benefits

2,774

3,190

Fixed share of total gross compensation (not including benefits in kind)

2,062

2,112

Variable share of compensation (1)

681

1,048

Benefits in kind

31

30

Post-employment benefit plans

878

528

of which funded supplemental pension contributions

93

97

of which provisions for retirement benefits

785

431

Other long-term benefits

N/A

N/A

Termination benefits

253

N/A

Payment in shares

181

N/A

(1) For each executive, the variable portion depends on attaining a number of personal targets in the previous year. It is adjusted according to the performance of theCompany or the Group in that same year and is calculated on the basis of the salary for December 2020.

In 2020, the members of the Board of Directors received €292,800 in attendance fees representing the directors’ compensation forthe 2019 fiscal year.

Note 26

Off-balance-sheet commitments

Commitments given

2020

2019

Sureties, deposits and other commitments given to third parties on behalf of related companies

6,903

8,516

Sureties and deposits given to third parties and other commitments (1)20,62035,437

TOTAL

27,523

43,953

6(1) At December 31, 2020, Guerbet has a subscription commitment in the Truffle Capital innovation investment fund for a maximum of €15 million, of which€2.4 million was paid at the end of 2019, and €1.8 million was paid at the end of 2020.

2020

2019

–

–

Sureties and deposits given to third parties and other commitments (1)212,957

153,683

TOTAL

212,957

153,683

Commitments received

Sureties, deposits and other commitments given to third parties on behalf of related companies(1) On March 27, 2019, Guerbet took out a revolving facility of €150 million and €61 million with BNP Paribas, not drawn at December 31, 2020.

In response to the requests from the US FDA to conduct various
regulatory pre-clinical and/or clinical studies for contrast media
already on the market (“Post Marketing Requirements”), Guerbet
signed collaboration agreements with other players in the contrast

media sector for shared funding and organization of the studies.
The Group’s financial commitments in this respect amount to€13 million for the 2021-2028 period.

Guerbet  Universal Registration Document 2020

189

6

Financial statements and related notes
Consolidated financial statements and notes

Note 27

Earnings per share and diluted earnings per share
2020

2019

17,71437,32812,599,494

12,587,749

1.41

2.97

2020

2019

Consolidated net income, Group share

17,71437,328

Consolidated net income after dilution

17,71437,32812,665,544

12,665,544

1.40

2.95

Consolidated net income, Group share
Weighted average number of shares in the fiscal year
NET INCOME PER SHARERETROSPECTIVE PRESENTATION OF THE NUMBER OF SHARES (IAS 33.64)

Number of current and future shares
DILUTED NET EARNINGS PER SHARE

Note 28

Post-closing events

The effects of the COVID-19 health crisis continue to be significant in 2021.

Note 29

Appropriation of 2020 earnings

At its meeting of March 24, 2021, the Board of Directors approved the consolidated financial statements as at December 31, 2020.
These accounts will not be considered final until approved by the Annual General Meeting. The Board of Directors will propose distributionof a gross dividend of €0.70 per share. The total dividend payout will be €8,822,000.

190

Guerbet  Universal Registration Document 2020

Financial statements and related notes
Consolidated financial statements and notes

Note 30

Fees paid to Statutory Auditors
Deloitte & Associés
Statutory
Auditor2020

Crowe HAF
Statutory
Auditor

Network

Network

Amount%Amount%Amount%Amount%Certification and limited half-year review
of individual and consolidated financial statements●

Issuer

194

31%

–

–%

168

27%

–

–%

●

Fully consolidated subsidiaries

38

6%

356

58%

109

17%

357

56%

232

38%

356

58%

277

44%

357

56%

22

4%

–

–%

–

–%

–

–%

–

–%

8

1%

–

–%

–

–%

Subtotal

22

4%

8

1%

–

–%

–

–%

TOTAL

254

41%

364

59%

277

44%

357

56%

Subtotal
Services other than certification of the financial
statements●

Issuer (CSR work)●

Fully consolidated subsidiaries

Deloitte & Associés
Statutory
Auditor2019

Crowe HAF
Statutory
Auditor

Network

Network

Amount%Amount%Amount%Amount%Certification and limited half-year review
of individual and consolidated financial statements●

Issuer

164

31%

–

–%

167

24%

–

–%

●

Fully consolidated subsidiaries

36

7%

303

58%

96

14%

415

60%

200

38%

303

58%

263

38%

415

60%

22

4%

–

–%

15

2%

–

–%

–

–%

–

–%

–

–%

–

–%

Subtotal

22

4%

–

–%

15

2%

–

–%

TOTAL

222

42%

303

58%

278

40%

415

60%

Subtotal

6Services other than certification of the financial
statements●

Issuer (CSR work)●

Fully consolidated subsidiaries

Guerbet  Universal Registration Document 2020

191

6

Financial statements and related notes
Consolidated financial statements and notes

Note 31

192

List of consolidated companies
2020% held% controlled

2019% held% controlled

Businessregistration
number (Siren)

Parent company

Head office308,491,521

GuerbetFrance308,412,434

SimafexFrance100%100%

340,598,978

Medex

France100%

100%

789,526,555

Guerbet France

France100%

100%

A. Martins & Fernandes Sarl

Portugal

100%

100%

Guerbet Laboratories Ltd

United Kingdom

100%

100%

SA Guerbet NV

Belgium

100%

100%

Guerbet Nederland BVNetherlands

100%

100%

Guerbet SpA

Italy

100%

100%

Laboratorios Farmaceuticos Guerbet S.A.U.

Spain

100%

100%

Guerbet AG

Switzerland

100%

100%

Guerbet Ilac Tibbi Malzeme A.S.

Turkey100%

100%

Guerbet Luxembourg S.A.R.L.

Luxembourg

100%

100%

Liebel-Flarsheim Ireland Ltd

Ireland

100%

100%

Guerbet Argentina Ltd

United Kingdom

100%

100%

Guerbet Czech Rep. s.r.oCzech Republic

100%

100%

Accurate Medical Therapeutics Ltd

Israel100%

100%

Guerbet Austria G.m.b.H

Austria

100%

100%

Guerbet Ireland Unlimited Co.

Ireland

100%

100%

Guerbet Imaging Switzerland AG

Switzerland

100%

100%

Guerbet Poland SP. Z.O.O.

Poland100%

100%

Guerbet Sweden AB

Switzerland

100%

100%

Guerbet G.m.b.H

Germany

100%

100%

Guerbet South Africa Pty Ltd

South Africa

100%

100%

Guerbet Asia Pacific Ltd (Gap)Hong Kong

100%

100%

Guerbet Japan K.K.

Japan

100%

100%

Guerbet Medical Consulting (Shanghai) Co. Ltd

China

100%

100%

Guerbet Korea Ltd

Korea

100%

100%

Guerbet Taiwan Co., Ltd

Taiwan, Province of China

100%

100%

Imaging Solutions Korea Ltd

Korea

100%

100%

Guerbet LLC

USA

100%

100%

Liebel-Flarsheim Company LLC

USA

100%

100%

Guerbet  Universal Registration Document 2020

Parent company Parent company

Financial statements and related notes
Consolidated financial statements and notes

Businessregistration
number (Siren)

Head office2020% held% controlled

2019% held% controlled

Guerbet Caribbean, Inc. (Puerto Rico Branch)

Puerto Rico

100%

100%

Liebel-Flarsheim Canada Inc.

Canada–%100%

Parent company(1)

Guerbet Caribbean, Inc.

USA

100%

100%

Guerbet America

USA

100%

100%

Guerbet Produtos Radiologicos Ltda

Brazil100%

100%

Guerbet Argentina Ltd (Branch)

Argentina

100%

100%

Guerbet Imagem do Brasil Ltda

Brazil100%

100%

Guerbet Chile Ltda

Chile

100%

100%

Guerbet Mexicana SA de CV

Mexico100%

100%

Guerbet Colombia SAS

Columbia

100%

100%

Guerbet Panama S.A.

Panama100%

100%

Operadora De Insumos Para La Salud
Guerbet, S.A. de C.V.

Mexico100%

100%

Guerbet Imaging Panama S.A.

Panama100%

100%

Guerbet Australia Pty Ltd

Australia

100%

100%

(1) Sold during the 2020 fiscal year, see Note 6.1.2.2.b.

6

Guerbet  Universal Registration Document 2020

193

6
6.2

Financial statements and related notes
Statutory Auditors’ report on the consolidated financial statements

STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATEDFINANCIAL STATEMENTS

Fiscal year ended December 31, 2020
To the General Meeting of Guerbet S.A.,

OPINION
In compliance with the assignment entrusted to us by the General Meetings, we audited the accompanying consolidated financial
statements of Guerbet for the year ended December 31, 2020.
In our opinion, the consolidated financial statements, in view of the IFRS framework as adopted in the European Union, give a true andfair view of the result of operations for the past fiscal year and of the ending financial position and net assets of all persons and entities
within the scope of consolidation.
The opinion expressed above is consistent with the content of our report to the Audit Committee.

BASIS FOR OPINION
Audit framework
We conducted our audit in accordance with professional standards applicable in France. We believe that the evidence that we collected
is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under these standards are set out in the “Statutory Auditors’ responsibilities for the audit of the consolidated financial
statements” section of this report.

Independence
We conducted our audit in accordance with the rules of independence applicable to us for the period from January 1, 2020 to thedate of our report. In particular, we did not provide any services prohibited by Article 5 (1) of Regulation (EU) No. 537/2014 or the
French Code of Ethics for Statutory Auditors.

JUSTIFICATION OF ASSESSMENTS – KEY POINTS OF THE AUDITThe global crisis due to the COVID-19 pandemic created special conditions for the preparation and audit of the accounts for thisfiscal year. This crisis and the exceptional measures taken in connection with this health emergency have had many consequences forcompanies, particularly regarding their activity and financing, and have increased uncertainty regarding their future prospects. Someof these measures, such as travel restrictions and teleworking, have also had an impact on the internal organization of companies andthe way audits are conducted.
It is in this complex and evolving context that, pursuant to the provisions of Articles L. 823-9 and R. 823-7 of the French Commercial
Code relating to the justification of our assessments, we wish to bring to your attention the key points of the audit relating to the risks ofmaterial misstatement that, in our professional judgment, were the most important for the audit of the consolidated financial statements
for the year, and our responses to those risks.
These assessments contributed to the audit of the consolidated financial statements taken as a whole, established under the conditions
recalled above, and to the formation of our opinion expressed above. We do not express an opinion on any components of these
consolidated financial statements taken individually.

194

Guerbet  Universal Registration Document 2020

Financial statements and related notes
Statutory Auditors’ report on the consolidated financial statements

Valuation of intangible assets with an indefinite life and goodwill – impairment tests
Paragraph j) of the accounting policies and methods and Note 5.3 to the consolidated financial statements

Identified risk
As part of its development, the Group carried out acquisition and external growth operations and recognized goodwill, manufacturingassets and intangible assets, related in particular to intellectual property, following the acquisition price allocation process.
This goodwill, which corresponds to the difference between the price paid and the fair value of the assets, is not allocated to any
cash-generating unit and is tested through a consolidated business plan. Other assets are allocated to the four groups of cash-generating
units, defined according to the geographic areas where the Group is established, as indicated in Note 5.3 to the consolidated financial
statements.
In each fiscal year, Management ensures that the book value of goodwill and assets with an indefinite life, shown on the balance sheet
at December 31, 2020 for €49.4 million, including €39.8 million in goodwill, is not greater than their recoverable value and does
not present a risk of impairment loss.
The methods used for the impairment tests and the main assumptions adopted are described in Note 5.3 to the consolidated financial
statements. The recoverable value was determined by reference to the value in use calculated using the present value of the expectedcash flows of the asset groups comprising the four CGUs.
The assessment of the recoverable value of these assets is a key point of the audit, given their materiality with respect to the consolidatedbalance sheet and the high degree of estimation and judgment required by Management to determine the assumptions used to conduct
the impairment tests, in particular with regard to budgeting assumptions for the Medium-Term Plan, the growth rate used for the cash
flow projections, and the discount rate applied to them.

Our response
We verified that the methodology and calculation model applied by the Group was consistent with the accounting standards in force
relying on the expertise of our valuation specialists.
We also conducted a critical review of how this methodology was implemented. In particular, we:
●

●

●
●

●
●

verified the completeness of the components of the book value of the groups of cash-generating units and the consistency of thedetermination of this value with how the cash flow projections were established to estimate the value in use;
verified the consistency of the cash flow projections with the 2021-2025 Medium-Term Plan (“MTP”) established by Management, aspresented and approved by the Board of Directors on September 23, 2020 as part of the MTP approval process;critically analyzed the plausibility and consistency of the main assumptions used in the preparation of the MTP in light of past results;
assessed the discount rates used by the Management by comparing them with our own estimate of these rates, established with thehelp of our valuation specialists, and by analyzing the various constituent parameters to be applied;6

verified the calculations and arithmetical accuracy of the impairment tests performed; andexamined whether the information provided in Note 5.3 to the consolidated financial statements, particularly with regard to key
assumptions and sensitivity analyses, is adequately and exhaustively presented.

Guerbet  Universal Registration Document 2020

195

6

Financial statements and related notes
Statutory Auditors’ report on the consolidated financial statements

Recoverability of deferred tax assets resulting from tax loss carry-forwards
Paragraph x) of the accounting policies and methods and Notes 8 and 21.2 to the consolidated financial statements

Identified risk
The net deferred tax assets relating to tax loss carry-forwards are presented in the balance sheet at December 31, 2020 for €8.4 million,
including €3.2 million and €1.1 million relating to the tax loss carry-forwards of the US and French tax consolidation group.
These assets correspond to the tax savings expected from the future allocation of these loss carry-forwards to future tax profits for which
the Group has prepared income projections demonstrating the achievement of these savings.
The French and foreign tax rules governing transfer pricing policies and the future use of tax loss carry-forwards may change over time anddiffer from one country to another. The Group’s worldwide industrial and commercial presence tends to complicate the analysis. In addition,
the recoverability of tax losses used is based on the ability of the subsidiaries to meet the objectives defined in the Medium-Term Plan.
We therefore considered the recoverability of deferred tax assets resulting from tax loss carry-forwards to be a key point of the audit,
given the risks relating to the specifics of local tax requirements and due to the importance of the judgment exercised by Managementin preparing income forecasts by tax consolidation scope aiming to ensure that they will allow the tax loss carry-forwards to be applied,pursuant to the Medium-Term Plan’s assumptions.

Our response
Our work consisted of assessing the data and assumptions used by Management to estimate the level of future taxable income enabling
the use of tax loss carry-forwards in the near future.
We analyzed the deferred tax calculations for the most significant entities. Accordingly, our procedures primarily consisted of:●verifying the reality of the available tax losses and their methods of use;●

assessing the ability of the tax consolidation groups to generate future taxable profits, pursuant to the Medium-Term Plan’s projections.

We performed our work with the help of our tax experts where needed, and we also verified that the disclosures in Notes 8 and 21.2
to the consolidated financial statements are presented adequately and exhaustively.

SPECIFIC VERIFICATIONSIn accordance with professional standards applicable in France, we also performed the specific verifications of disclosures relating to
the Group in the management report of the Board of Directors, as required by the applicable laws and regulations.
We have no remarks concerning their fair presentation and their consistency with the consolidated financial statements.
We hereby attest that the consolidated statement of non-financial performance required by Article L. 225-102-1 of the French Commercial
Code is included in the Group information presented in the management report. Pursuant to Article L. 823-10 of this Code, we did
not verify the fair presentation or consistency of the information contained in this statement with the consolidated financial statements. A
report will be issued on this information by an independent third party.

196

Guerbet  Universal Registration Document 2020

Financial statements and related notes
Statutory Auditors’ report on the consolidated financial statements

OTHER VERIFICATIONS OR DISCLOSURES REQUIRED BY LAWS AND REGULATIONS
Presentation format of the consolidated financial statements to be included in the annual financial
reportIn accordance with Article 222-3 (III) of the AMF General Regulation, your Company’s Management informed us of its decision to
postpone the application of the single electronic reporting format as defined by Commission Delegated Regulation (EU) 2019/815 ofDecember 17, 2018 to fiscal years beginning on or after January 1, 2021. Consequently, this report does not contain a conclusion
on compliance with that format in the presentation of the consolidated financial statements to be included in the annual financial reportreferred to in Article L. 451-1-2 (I) of the French Monetary and Financial Code.

Appointment of the Statutory Auditors
We were appointed as Statutory Auditors of Guerbet by the General Meeting of May 21, 1987 for Deloitte & Associés and by theGeneral Meeting of May 23, 2008 for Crowe HAF.
At December 31, 2020, Deloitte & Associés was in its 34th year of total uninterrupted engagement, and Crowe HAF was in its 13th yearof total uninterrupted engagement.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCEFOR THE CONSOLIDATED FINANCIAL STATEMENTSManagement is responsible for preparing consolidated financial statements presenting a true and fair view in accordance with IFRS
as adopted in the European Union and implementing the internal controls that it deems necessary for the preparation of consolidated
financial statements free of any material misstatements, whether due to fraud or error.
In connection with the preparation of the consolidated financial statements, Management is responsible for assessing the Company’s
ability to continue its operations, providing information on matters relating to the continued operations, where this is relevant, andpreparing financial statements on a going-concern basis, unless Management intends to wind up the Company or discontinue operations.
The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk
management systems as well as, where appropriate, its internal audit, regarding the accounting and financial reporting procedures.
The consolidated financial statements were approved by the Board of Directors.

6

Guerbet  Universal Registration Document 2020

197

6

Financial statements and related notes
Statutory Auditors’ report on the consolidated financial statements

STATUTORY AUDITORS’ RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATEDFINANCIAL STATEMENTS
Objective and audit approach
It is our responsibility to prepare a report on the consolidated financial statements. Our goal is to obtain reasonable assurance that theconsolidated financial statements taken as a whole do not contain any material misstatements. Reasonable assurance is a high level ofassurance but is not a guarantee that an audit performed in accordance with the professional auditing standards will always detect any
material misstatement. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As specified by Article L. 823-10-1 of the French Commercial Code, our work of certifying the financial statements does not involve
guaranteeing the viability or the quality of the management of your Company.
For an audit performed in accordance with professional auditing standards applicable in France, the Statutory Auditor exercises
professional judgment throughout the audit. Furthermore, the Statutory Auditor:
●

●

●

●

●

●

198

identifies and assesses the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, designs
and performs audit procedures responsive to those risks, and obtains audit evidence considered to be sufficient and appropriate toprovide a basis for its opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control;
evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by management in the consolidated financial statements;
assesses the appropriateness of Management’s use of the going-concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability
to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of its audit report. However,
future events or conditions may cause the Company to cease to continue as a going concern. If a material uncertainty is found, theStatutory Auditor must draw the attention of the readers of its report to the information provided in the consolidated financial statements
about this uncertainty or, if such information is not provided or is not relevant, must express a qualified certification or a refusal to certify;
evaluates the overall presentation of the financial statements and assesses whether these consolidated financial statements represent
the underlying transactions and events in a manner that achieves fair presentation;with regard to financial information of persons or entities included in the scope of consolidation, the Statutory Auditor collects
evidence deemed sufficient and appropriate to express an opinion on the consolidated financial statements and is responsible for the
management, supervision, and performance of the audit of the consolidated financial statements as well as for the opinion expressedon those financial statements.

Guerbet  Universal Registration Document 2020

Financial statements and related notes
Statutory Auditors’ report on the consolidated financial statements

Report to the Audit Committee
We submit to the Audit Committee a report that includes, inparticular, a description of the scope of the audit and the audit
program implemented, as well as the results of our audit. We also
report any significant deficiencies in internal control regarding
the accounting and financial reporting procedures that we haveidentified.
Our report to the Audit Committee includes the risks of material
misstatement that, in our professional judgment, were of mostsignificance in the audit of the consolidated financial statementsof the current period and are therefore the key audit matters that
we are required to describe in this report.
We also provide the Audit Committee with the declaration provided
for in Article 6 of Regulation (EU) N° 537/2014, confirming our
independence within the meaning of the rules applicable in France
as they are set in particular by Articles L. 822-10 to L. 822-14 of
the French Commercial Code and in the French Code of Ethics for
Statutory Auditors. Where appropriate, we discuss with the Audit
Committee the risks that may reasonably be thought to bear on
our independence as well as the related safeguards.

Levallois-Perret and Paris La Défense, April 2, 2021
The Statutory Auditors
Crowe HAF

Deloitte & Associés

Member of Crowe Global
Marc de PrémareDavid Kharoubi

Jean-François Viat

6

Guerbet  Universal Registration Document 2020

199

6

Financial statements and related notes
Individual annual financial statements and notes

6.3

INDIVIDUAL ANNUAL FINANCIAL STATEMENTS AND NOTES

6.3.1

Annual financial statements

6.3.1.1 Balance sheet
ASSETS
2020
Gross
amounts

Depreciation,amortizationand provisionsNet
amounts

Net amounts

3

–

3

3

99,64734,538

65,10855,1986–

6–99,65534,53865,11755,201

1,554

–

1,554

1,554

108,626

66,042

42,58444,572––––

Machinery and equipment

181,695

128,330

53,36557,761Other tangible assets

19,84015,521

4,319

5,046

Fixed assets under construction

19,618–

19,618

11,226

751

–

751

317

(in € thousands)

Note

Patents, trademarks and similar rights
Other intangible assets
Advance payments
Total intangible assets

1

Land
Buildings
Plant

Advance payments
Total tangible assets

2

332,083

209,893

122,190

120,476Controlled entities

3343,454

19,335324,119

346,370

–

–

–

–

4/6

330

–

330

333

6

317

–

317

412

Total financial assets

344,100

19,335

324,765

347,115TOTAL FIXED ASSETS

775,839

263,766

512,073

522,793

100,070

9,511

90,55993,346

535

–

535

425

Receivables from controlled entities
Loans
Other financial assets

Inventories

5

Advance payments
Trade receivables and related accounts

642,314

121

42,19362,730

Other operating receivables

6

139,722–

139,722

183,344

182,571

121

182,450

246,499

73,594–73,59434,546356,235

9,632

346,603374,391

1,490

–

1,490

1,264

–

–

–

–

8,308

–

8,308

1,793

1,141,872

273,398

868,473

900,241

Total operating receivables
Investment securities and cash

7

TOTAL CURRENT ASSETS
Prepaid expenses
Expenses to be spread over several years
Translation adjustments
TOTAL ASSETS

200

2019

Guerbet  Universal Registration Document 20206

Financial statements and related notes
Individual annual financial statements and notes

EQUITY AND LIABILITIES

2020

2019

Share capital

12,603

12,596

Issue premiums

11,391

11,297

Statutory reserve

1,260

1,258

Other reserves

52,01552,015Retained earnings

121,700

146,446

Fiscal year result(12,700)(15,940)

Net position

186,268

207,672(in € thousands)

Note

Regulated provisions

970,64578,237TOTAL SHAREHOLDERS’ EQUITY

8

256,913285,909

Provisions for liabilities and charges

10

33,15624,855

Contingent advances

11

9,983

7,682

9,983

7,682

325,029

350,220

Current banking facilities and credit balances

1,228

630

Other miscellaneous loans and financial liabilities

1,179

1,787

Total financial debt

327,436

352,637

Trade payables and related accounts

59,08356,332

Tax and employment-related liabilities

35,80433,534

Debt on fixed assets and related accounts

23,95828,224

Other debt

112,277

99,208

Total operating debt and miscellaneous

231,122217,298

Other equity
Loans and borrowing from credit institutions other than current
banking facilities

TOTAL DEBT

12558,558

569,935

Deferred income

12

908

5,345

8,954

6,515

868,473

900,241

Translation adjustments
TOTAL LIABILITIES

Guerbet  Universal Registration Document 2020

6

201

6

Financial statements and related notes
Individual annual financial statements and notes

6.3.1.2	Income statement
2020

2019

Products sold in France

101,097

110,355

Products sold in countries other than France

305,739

353,168

406,836

463,523

4,327

4,676

6

18

Capitalized production

2,438

1,795

Provision reversals

7,517

5,419

Expense transfers

135

2,946

Operating subsidies

568

143

1,579

645

423,405

479,165

Purchases of merchandise, raw materials and other supplies held ininventory(185,358)(193,328)+ beginning inventories(103,254)(121,367)- ending inventories

95,769103,254

Consumed during the year

(192,843)(211,441)

Purchases not held in inventory, other services and external expenses(113,159)(131,022)(7,660)(8,603)(98,527)(94,044)

Amortization and depreciation(23,671)(22,663)

Provisions(8,830)(10,010)TOTAL OPERATING EXPENSES(444,692)(477,783)

OPERATING RESULT(21,287)

1,382

Provision reversals and expense transfers

33,667

3,687Interest and similar income

5,091

4,986

Foreign exchange gains

740

16,253TOTAL FINANCIAL INCOME

39,49824,926

Depreciation, amortization and provisions(9,586)(34,315)Interest and similar expenses(4,030)(6,111)

Foreign exchange losses(3,423)(7,351)TOTAL FINANCE COSTS(17,039)(47,777)

22,460(22,851)

1,173(21,469)1

1

Non-recurring income from capital transactions

10,598

5

Reversals of amortization and depreciation, provisions and expense transfers

12,774

11,588TOTAL NON-RECURRING INCOME

23,374

11,594(in € thousands)

Revenue from products

Note

14

Various products and services
Rights and royalties

Other income
TOTAL OPERATING INCOME

Taxes and similar payments
Staff-related costs

FINANCIAL RESULTS
CURRENT RESULT BEFORE TAXES
Non-recurring income from non-capital transactions

202

Guerbet  Universal Registration Document 202015

16

Financial statements and related notes
Individual annual financial statements and notes

2020

2019

(101)

(6,347)

Expenses on capital transactions(42,738)(830)

Depreciation, amortization and provisions(3,384)(3,868)TOTAL NON-RECURRING EXPENSES(46,223)(11,045)(22,849)

549

(652)

(745)

9,629

5,725

(12,700)(15,940)(in € thousands)

Note

Expenses on non-capital transactions

NON-RECURRING RESULT

17

Employee profit sharing
Income tax
FISCAL YEAR RESULT

18

6

Guerbet  Universal Registration Document 2020

203

6

Financial statements and related notes
Individual annual financial statements and notes

6.3.2

Notes to the annual financial statements

SUMMARY OF NOTESNOTE 1Intangible assets 

208

NOTE 17 Non-recurring income218

NOTE 2

Tangible assets

209

NOTE 18 Income tax218

NOTE 3

Investments210

NOTE 19 Deferred tax position

219

NOTE 4Loans210

NOTE 20 Impact of the application of tax

NOTE 5Inventories211

NOTE 6

Receivables by due date 

212

NOTE 7

Cash and investment securities

212

NOTE 8

Shareholders’ equity

213

NOTE 23 Free share allocation plan

NOTE 9Regulated provisions

213

NOTE 24 Items that could generate market risk 221

NOTE 10 Provisions for liabilities and charges 214
NOTE 11 Contingent advances

214

NOTE 12 Payables by due date

215

NOTE 13 Accrued income and expenses

216

NOTE 14 Revenue216

204

NOTE 15 Staff costs

217

NOTE 16 Financial income

217

Guerbet  Universal Registration Document 2020

statutes on the fiscal year result

NOTE 21 Related companies

219
219

NOTE 22 Stock purchase and subscription

options220
220

NOTE 25 Compensation allocated to company

officers221

NOTE 26 Average workforce during the year

222

NOTE 27 Off-balance-sheet commitments

222

NOTE 28 Other information

223

NOTE 29 Post-closing events

223

NOTE 30 Subsidiaries and controlled entities

224

Financial statements and related notes
Individual annual financial statements and notes

The figures presented in these notes are expressed in thousands of euros, unless otherwise indicated.

Introductionb) Sale of the Canadian plant

The balance sheet is drawn up before appropriation of earnings.
Therefore, the dividends proposed at the General Meeting do
not appear as debts.

On July 15, 2020, Guerbet S.A. signed the sale of its pharmaceuticalsite in Montreal, Canada, to MedXL, a specialist in medical
devices and sterile pre-filled syringes. The Montreal industrial
facility specialized in the filling and finishing of contrast media inthe very high-volume manufacture of syringes pre-filled with sterile
solutions for third parties, which is not a core business for Guerbet.
Guerbet is gradually transferring its contrast media production
operations previous conducted in Montreal to its pharmaceuticalsites in France and the United States. Guerbet is selling this plantas part of its plans to optimize the group’s industrial network. Thisdeal makes Guerbet more competitive by improving capacity
utilization at its other manufacturing plants.

Significant eventsa) COVID-19 health crisis
Since February 2020, Guerbet S.A. has faced the global
COVID-19 health crisis. In response, the Company has deployed
and implemented action plans primarily to ensure the protection
and safety of all its staff, but also to guarantee business continuity
in these difficult circumstances.
The health protection measures defined by the Company entailed
strict protocols applied in all production plants in France, and theextensive use of teleworking for all support functions.

Under the sale contract with the buyer, the outsourcing agreement
will be maintained for two years.

Accounting policies and methods

Guerbet S.A. managed to adapt without difficulty to the constraints
imposed by the French government. The use of teleworking has
been and remains widespread across the Company’s sites. In
addition, the number of COVID-19 cases within Guerbet S.A.
remains contained and has not impacted its activity.

The financial statements are prepared in accordance with theaccounting rules and principles generally accepted in France inaccordance with the provisions of the French general accounting
principles (PCG), which correspond to ANC regulation 2014-03,
updated with all the regulations that have subsequently amended it.

The plants maintained normal operations and production throughout
2020, even during the periods of full lockdown.

a) Estimates and judgments

Supplies of raw materials were not disrupted over this period,
which helped maintain the level of activity.
At December 31, 2020, revenue was €406.8 million, down
12.2% from December 31, 2019.
There was no increase in payment defaults over the period, andpayment deferment requests were limited.
Guerbet S.A. has adjusted the management of its operations to thisextraordinary situation. As part of the action plans implemented
since the crisis began, the Company has prioritized costmanagement and control. Expenditures were cut over the 2020
fiscal year compared with last year, including postponement ofcertain non-critical projects, reduction of marketing and sales costs(such as conferences, seminars and travel), and control of support
function costs. These decreases add to the savings plans that had
already been underway before the crisis.
Guerbet S.A. did not make use of the various French government
aid measures, such as partial unemployment.
The Company did not renegotiate its leases or other contracts,
such as financing contracts, amid the COVID-19 crisis.

When preparing its financial statements, the Company must makeestimates and assumptions which affect the book value of items in
assets and liabilities, income and expenses, and the information
provided in certain appended notes.
Management evaluates these estimates and assessments continuallybased on past experience and on various other factors judged tobe reasonable, which constitute the basis for these assessments.

6

Actual future results may differ significantly from these estimatesaccording to different conditions or assumptions.
The main significant estimates made by Guerbet’s Management
relate primarily to valuation of equity interests.

b) Intangible fixed assets
Patents and Marketing Authorizations (MAs)
Patents are recognized at their acquisition cost. Costs related
to patents and MAs are recognized as expenses. Patents areamortized on a straight-line basis over their useful lives.

Trademarks
Trademarks acquired are recognized at their acquisition cost. In
accordance with PCG 212-3, expenses for filing and renewing
trademarks are recognized as expenses for the year in which they
are incurred. No amortization is applied to trademarks.

Guerbet  Universal Registration Document 2020

205

6

Financial statements and related notes
Individual annual financial statements and notes

Research and development costsc) Tangible fixed assets

Costs incurred during the research phase are recognized as
expenses. Costs incurred during the development phase arerecognized as intangible assets only if all of the following criteria
can be demonstrated:

These assets are recognized at their acquisition cost. Depreciation
is calculated over their useful lifespan using the straight-line method,which on average corresponds to the following durations:

●

●
●
●

●

●

●

Buildings: 10 to 20 years;●

Improvements, fittings: 10 years;

The intention to complete the intangible asset and use or sell it;●

Plant, machinery and equipment: 5 to 10 years;

The ability to use or sell the intangible asset;●

Other tangible assets: 3 to 15 years.

How the intangible asset will generate likely future economic
benefits;

For all acquisitions prior to December 31, 1997, and starting
again from January 1, 2002, all of the possibilities provided forby the tax legislation in terms of declining balance and exceptional
depreciation are used. The declining-balance method is considered
to be accelerated compared with straight-line depreciation. Tangible
assets may be subject to impairment charges depending on how
they are used by Guerbet.

The technical feasibility necessary to complete the intangible
asset for commissioning or sale;

The availability of appropriate technical, financial and otherresources to complete the development and use or sell theintangible asset; andThe ability to reliably measure the expenditures attributable tothe intangible asset during its development.

Because of the risks and uncertainties linked to regulatory
authorizations, the Company considers that contrast media costs
incurred before obtaining Marketing Authorization (MA) do notmeet the above criteria. These development costs are therefore
recorded as expenses in the year in which they are incurred.
Furthermore, costs incurred after obtaining the MA are generally
sales costs that cannot be capitalized. Under Post Marketing
Requirements (PMR) in the United States, additional studies may
be requested after an authorization is obtained. In that case, thecosts associated with those studies meet the criteria for recognition
as fixed assets (see Note 1 for details).
Research tax credits are classified as tax deductions.

d) Financial assets
Equity investments are recognized at their acquisition cost.
They may be written down based on their value in use, whichcorresponds to the share of the net position of subsidiaries and,in some cases, to the market value. For Truffle Capital, the value
in use corresponds to the fund’s net asset value.
The acquisition costs of equity investments are recognized directlyon the income statement.
Other financial assets appear on the balance sheet at theiracquisition cost or at their inventory value if that is lower.

Other intangible assetse) Loans and advances granted to subsidiaries

Other intangible assets mainly consist of software. This software isamortized over three years. With the possibility of amortization over
12 months offered by the tax legislation for software, accelerated
amortization was recognized. This represents the share of additionalamortization compared with conventional amortization.

Loans and advances granted to subsidiaries are recognized attheir nominal value and may be written down according to therisks affecting their recoverability.

However, the SAP enterprise resource planning system must be
distinguished from other software. The Company has decided
to capitalize the internal staff costs directly associated with the
project. The software will be amortized over a 10-year period.
This exceptional amortization over a 12-month period is no longer
possible on new acquisitions since January 1, 2017.

Inventories of raw materials and other supplies are measured
using the weighted average cost method. Inventories of products
in progress and finished products are measured at cost including
direct and indirect production costs, and excluding administrative,
financial and sales costs. An impairment provision is createdaccording to inventory turnover rates, use-by dates, and any
quality problems.

f) Inventories and work in progressg) Trade receivables and related accounts
Trade receivables are assessed at nominal value. They are written
down, where applicable, according to the risk of non-recovery.

206

Guerbet  Universal Registration Document 2020

Financial statements and related notes
Individual annual financial statements and notesh) Investment securitiesm) Provisions for liabilities and charges

Short-term investments are valued at their acquisition cost. Whenthe inventory value of these securities, determined on the basis of
their likely sale value, i.e. their liquidation value at the end of theyear, is lower than their acquisition cost, a provision for impairment
is set aside for the amount of the difference. No allowance for
impairment is recognized on treasury shares intended to beallocated free of charge to employees. The related benefit isfunded in the provisions for liabilities and charges in accordancewith the French general accounting principles (PCG).

Provisions for liabilities and charges recognized correspond to
liabilities meeting the following criteria:i) Borrowing
Borrowing costs are recognized directly on the income statement.
The Company has not opted to spread out the costs.

j) Financial instruments
Premiums paid in relation to interest rate options are recognizedin the assets section of the balance sheet upon acquisition of theoption and carried over to the income statement prorata temporisover the life of the contract. Provisions are made for any costs ofinterest rate fluctuations. To manage its exposure to interest-rate
and currency risk due to its industrial and commercial activity,
Guerbet S.A. uses financial instruments that are listed on organizedmarkets. The Company’s policy is to never trade on markets for
speculative purposes.

k) Foreign currency translation
Guerbet S.A. centralizes management of currency risk for its French
subsidiaries. Debts and receivables listed in currencies outside of theeuro zone are converted at the rates prevailing at December 31.
Unrealized foreign exchange gains or losses arising from this arebooked on the balance sheet as translation adjustments. Guerbet
S.A. hedges its currency risks with forex futures or options. Any
provisions for foreign exchange loss take these hedges into account.
Income from currency option trading is recognized at the option
strike date insofar as the options hedge commercial operations
after the end of the year. The premium paid is recognized as an
asset on the balance sheet until the option expires.
Since January 1, 2017, the date of application of ANC Regulation
2015-05, a distinction is made between commercial transactions
and financial transactions in foreign currencies.
The foreign exchange result of commercial transactions is presented
in operating income under “Other expenses”.

l) Regulated provisions
According to statutory requirements, regulated provisions include
provisions for accelerated depreciation.

●●

The amount or the maturity date is not set precisely;
The economic impact is negative for the Company. This meansthat this liability is analyzed as an obligation of the Company
to a third party, which will probably or certainly lead to an
outflow of resources to said third party, with no compensation
at least equivalent expected in return.

n) Pension benefit obligations
Pension benefit obligations are recognized in provisions for liabilities.
For defined-benefit pension plans, the cost of benefits is estimatedusing the projected unit credit method. This consists of basing the
calculation on the compensation that will be paid to employees
as of their likely retirement date, taking into account age structure,
employee turnover rate, and survival rate using official tables by age
group. The amounts obtained are revalued according to inflationand promotion scenarios and then discounted to take into accountthe date on which these benefits will actually be paid. When thecalculation assumptions are revised, the resulting actuarial gains
and losses are fully carried over into the result. These valuations
are made once a year, for all pension plans.

o) Revenue
Revenue is recognized when there is a transfer to the purchaser ofthe benefits and risks related to ownership of the goods.

p) Operating subsidies
Guerbet S.A. recognizes a subsidy in its individual financial
statements as accrued income upon obtaining approval from thefunding agency.

6q) Allocation of free shares
As indicated in the PCG, expenses related to free share allocations
are presented in staff-related costs through an expense transfer
account. As indicated in the PCG, the provision recognized ateach close changes based on, among other things, the likely
cost of purchase, the number of shares to be allocated based on
employee turnover, and changes in the value of the share and theservices rendered. The applied employee turnover rate is 2.06%.
This provision is recognized on a straight-line basis over the vesting
period for free share allocations to employees of Guerbet S.A.
Expenses relating to free share allocations to employees who aremembers of the Guerbet group but are not part of Guerbet S.A.
are not recognized on a straight-line basis and are charged backto the subsidiaries.

Accelerated depreciation and amortization are calculated
according to the methods detailed in b) and in c) for intangible
and tangible assets.

Guerbet  Universal Registration Document 2020

207

6

Financial statements and related notes
Individual annual financial statements and notes

Note 1 Intangible assets

12/31/2019

2020
increases(1)2020
decreases (3)12/31/2020

3

–

–

3

75,976

3,151(8,901)

70,226

13,887

15,534–29,421–6–

6

89,866

18,685(8,901)

99,655(34,664)(8,545)

8,671(34,538)

Impairments

–

–

–

–

NET VALUES

55,202

10,140(230)

65,117

Concessions, patents and similar rights
Other intangible assets
Fixed assets under construction(2)

Advance payments
Gross values
Amortization and depreciation(1) Increases in intangible assets mainly include: €7.5 million in capitalized costs for the Liver Care Advisor project (liver cancer diagnostic tool) and €4 million incapitalized costs for the Care Advisor for Prostate project as part of the partnership with IBM Watson, but also €3.1 million in capitalized costs in connection withthe additional studies requested by the FDA for Dotarem (see paragraph below on the capitalization of preclinical and clinical studies), €0.9 million in capitalized
costs for the Contrast & Care V3 project, as well as IT investments.
(2) At December 31, 2020, intangible assets under construction (balance of €29.4 million) represented 45% of net intangible assets. The items shown below constitutethe main intangible assets under construction as at December 31, 2020: €15 million for the Liver Care Advisor project, €4 million for the Prostate Care Advisor
project, €3.5 million for the Geode project (Occlugel microspheres), and €3.1 million for the additional studies requested by the FDA for Dotarem.
(3) Decreases in intangible assets are related to an inventory conducted in 2020 and the disposal of licenses, software, and IT developments.

Capitalization of preclinical and clinical studies required by the US Foodand Drug Administration
In December 2017, Guerbet LLC received a request from the
FDA (Food and Drug Administration) to conduct two preclinicalstudies and a clinical study for Dotarem, a product also marketedin the United States, for which approval was obtained in 2013.
These studies are part of the Post Marketing Requirements (PMRs)
governed by section 505(o) of the FDCA (Federal Food, Drugand Cosmetic Act). They are mandatory, but the result does
not call into question the sale of the products in the US market.
According to the FDA, “the results from completed studies provide

208

Guerbet  Universal Registration Document 2020

additional information that can lead to safety labeling changes,
support expanded use of a drug, or alleviate concerns about apotential drug risk”.
Under Group rules, the costs related to preclinical and clinicalstudies incurred after an authorization is obtained meet the criteria
for recognition as capital assets.
For the 2020 fiscal year, €3.1 million was capitalized in
Guerbet SA’s accounts (fixed assets under construction) with respect
to the Dotarem PMR studies.

Financial statements and related notes
Individual annual financial statements and notes

Note 2 Tangible assets

12/31/2019

2020
increases(1)2020
decreases (3)12/31/2020

1,554

–

–

1,554

Buildings

107,786

2,972(2,132)

108,626

Plant, machinery and equipment

179,273

4,805(2,383)

181,695

Other tangible assets

21,703764(2,628)

19,839Fixed assets under construction (2)11,226

8,726

(334)

19,618

317

434

–

751

321,859

17,701(7,477)332,083(201,383)(15,126)

6,616(209,893)

Impairments

–

–

–

–

NET VALUES

120,476

2,575

(861)

122,190

Land

Advance payments
Gross values
Amortization and depreciation(1) Increases in tangible assets by a gross amount of €17.7 million in 2020 were mainly due to investments in Gadopiclenol (€6.9 million) at the Lanester plant,
investments for industrial equipment at Aulnay and Lanester (€5.3 million), and improvements (€2.3 million).
(2) At December 31, 2020, tangible assets under construction (balance of €19.6 million) represented 16% of net tangible assets. The items shown below constitute themain tangible assets under construction as at December 31, 2020: Gadopiclenol investments (€8.7 million), industrial machinery and equipment for Aulnay andLanester (€4.2 million), and improvements for Aulnay (€1.9 million).
(3) Decreases in tangible assets are related to an inventory conducted at Villepinte with the retirement of IT equipment, furniture and fixtures for €1.5 million, the closureof the Gonesse plant for €2.8 million, and an inventory conducted at the Aulnay plant for total assets retirements of €2.7 million (furniture, IT equipment, laboratory
equipment and industrial equipment).

12/31/20182019 Increases

2019 Decreases

12/31/2019

1,554

–

–

1,554

Buildings

102,697

5,100

(11)

107,786

Plant, machinery and equipment

176,042

3,266

(35)

179,273

Other tangible assets

21,277972(546)

21,703Fixed assets under construction

8,615

2,611

–

11,226

36

281

–

317

310,221

12,230(592)

321,859(186,645)(15,112)374(201,383)

Impairments

–

–

–

–

NET VALUES

123,576(2,882)(218)

120,476

Land

Advance payments
Gross values
Amortization and depreciation

Guerbet  Universal Registration Document 2020

6

209

6

Financial statements and related notes
Individual annual financial statements and notes

Note 3 Investments

12/31/2019

2020
increases (1)2020
Decreases

12/31/2020

Gross value of equity investments at December 31

395,397

1,957(53,900)

343,454

Impairment of equity investments (2)(49,027)(3,123)32,815(19,335)

NET VALUE OF EQUITY INVESTMENTS AT
DECEMBER 31

346,370(1,166)(21,085)

324,119(1) The change in “Increases” is mainly explained by the €1,800,000 increase in Guerbet S.A.’s stake in Truffle Capital and the opening of a subsidiary in India for€97,000.
(2) The change in impairments is mainly explained by the reversal of the impairment of Liebel-Flarsheim Canada shares for €31,731,000 following its sale on July 15, 2020.

These amounts correspond to investments held as at December 31. Detailed financial information for each subsidiary and other controlled
entities is provided in Note 30, “Subsidiaries and controlled entities”. Allocations and reversals for impairment of equity investments
are recognized in financial income.

Note 4 Loans

210

2020

2019

Loans to staff

30

33

Other loans

300

300

Guerbet  Universal Registration Document 2020

Financial statements and related notes
Individual annual financial statements and notes

Note 5 Inventories
2020

2019

17,22624,042

Impairments––

Net amount

17,22624,042Gross amount

55,89859,575

Impairments(9,111)(8,760)Net amount46,78750,815Gross amount

26,947

19,638

Impairments(400)(1,149)Net amount

26,54718,489TOTAL NET AMOUNT

90,55993,346

Raw materials and supplies
Gross amountIntermediate and finished products

Goods

An inventory reduction plan initiated by the Group in 2019 to significantly reduce inventory levels continues. This three- to four-year
action plan focuses on adjusting plant production plans, optimizing production plant lead times, and reducing reserve inventories.

6

Guerbet  Universal Registration Document 2020

211

6

Financial statements and related notes
Individual annual financial statements and notes

Note 6 Receivables by due date
2020

2019

Gross
amounts

1 yearmaximumMore than
1 year

–

–

–

–

Loans

330

30

300

333

Other financial assets

317

–

317

412

Bad or doubtful debts

106

–

106

47

42,20842,208–62,796

Bills in course of collection

–

–

–

–

Staff and related accounts

2

2

–

–

Social security and related liabilities

97

97

–

77

State income tax

14,306

3,967

10,33913,530State value added tax

5,544

5,544

–

5,660

Other state taxes and duties

297

297

–

291

Miscellaneous state receivables

75

75

–

–

Group and associates

107,259

107,259–

159,549

Miscellaneous debtors

12,142

4,275

7,867

5,225

Prepaid expenses

1,490

1,350

140

1,264

184,173

165,105

19,069249,184

Receivables from controlled entities

Other trade receivables

TOTAL

Note 7 Cash and investment securities
Investment securities consist of 11,880 treasury shares with anominal value of €1 and represent a total gross value of €550,000.
In 2020, 31,837 shares were allocated to employees under freeshare allocation plan 2 for employees adopted at the Ordinary

212

Guerbet  Universal Registration Document 2020

General Meeting of May 28, 2018. All the treasury shares boughtback are intended for free share allocations. Guerbet S.A. did
not buy back shares in 2020.

Financial statements and related notes
Individual annual financial statements and notes

Note 8 Shareholders’ equity
2020

2019

Shareholders’ equity at the beginning of the fiscal year

285,909319,301

Dividends paid

(8,817)(10,694)

Dividends carried forward (related to treasury shares)

12

13

Increase in share capital and additional paid-in capital

101

229

Fiscal year result(11,987)(15,940)

Regulated provisions(7,593)(7,000)SHAREHOLDERS’ EQUITY AT THE END OF THE FISCAL YEAR

257,625

285,9092020

Number of shares at the beginning of the year

12,596,161
6,513

Creation of shares through exercise of stock options(1)NUMBER OF SHARES AT THE END OF THE YEAR

12,602,674(1) Refer to Note 22.

Note 9 Regulated provisions
2019
12/31/2018 allowances

2019
reversals

2020
12/31/2019 allowances

2020
reversals 12/31/2020

Provisions for accelerated
depreciation

85,237

3,868

10,86878,237

3,385

10,97770,645TOTAL

85,237

3,868

10,86878,237

3,385

10,97770,645

Guerbet  Universal Registration Document 2020

6

213

6

Financial statements and related notes
Individual annual financial statements and notes

Note 10

Provisions for liabilities and charges
2020
2019
2020
reversals
2019
reversals(provision reversals(provision reversals
used/ (provision
2020
used/ (provision2019
12/31/2018 allowances reclassified) not used) 12/31/2019 allowances reclassified) not used) 12/31/2020

Pension benefits(operating) (1)18,279

1,387

–

–

19,666

3,310

–

–

22,977

Operatingcurrency risk (2)

800

942

800

–

942

1,845

942

–

1,845

Financialcurrency risk (2)

2,167

851

2,167

–

851

6,462

851

–

6,462

Other
(operating) (3)

3,030

2,937

800

1,771

3,396

1,206

2,730

–

1,871

TOTAL

24,276

6,117

3,767

1,771

24,855

12,823

4,523–

33,155(1) Pension benefits:
The Company has no obligations in terms of pensions, supplemental pensions or similar benefits, with the exception of a supplemental pensions obligation to its
officers. The calculation of the provision for pension benefits assumes that all retirements will be voluntary. The pension benefit provision did not cover company
officers at December 31, 2020.
The main actuarial assumptions applied to assess the provision for pension benefits are as follows:
Discount rate:
The discount rate used at December 31, 2020, is 0.75%.
Turnover rate:
The employee turnover rate is established from statistics and according to analysis factors such as the employee’s status and age, where relevant.
Wage growth rate:
The wage growth rate used to calculate the liability at December 31, 2020, is 2.5%.
Social security charge rate:
The social security rate used at December 31, 2020, is 49.14%.
Mortality rate:
The tables used for mainland France are TH 00-02 and TF 00-02.
Inflation rate:
The inflation rate used at December 31, 2020, is 1.50%.
(2) Foreign exchange risk:
In accordance with regulation 2015-05, the provision for foreign exchange loss distinguishes between commercial transactions and financial transactions in foreign
currencies.
Commercial transactions: €1,845,000.
Financial transactions: €6,462,000.
(3) Other: including the €912,000 provision for free shares allocated to employees and the €697,000 provision for labor disputes.

Note 11

Contingent advances

In December 2008, the request for aid for the French-German“Iseult” research project, filed with OSEO, was approved by theEuropean Commission. The aid agreement provides for fundingfor half of the expenses incurred, including 39% in the form of
repayable advances and 61% in the form of a grant. An addendum
to the agreement signed with BPI France extends the duration of
the project by two years and modifies the conditions of financial
return if a product resulting from the project is marketed.

214

Guerbet  Universal Registration Document 2020

At December 31, 2020, the following items were recognized in
the balance sheet for this aid agreement:●●€10 million in repayable advances received from 2008 to2020 and recognized in “Contingent advances”;€2.3 million in subsidies paid in advance upon signing of
the contract in December 2008 and recognized in “Deferredincome” were repaid in July 2020.

An addendum (number 3) to the aid agreement with an update of
the conditions of financial returns was signed in early 2020 andprovided for the payment of a subsidy balance of €329,000 thesame year. The impact reported in the 2020 income statementis €329,000.

Financial statements and related notes
Individual annual financial statements and notes

Note 12

Payables by due date
2020
Gross
1 yearamount maximum

Current banking facilities and credit balances

2019
1 to 5years

Morethan 5years

Grossamount

1,228

1,228

–

–

630

325,029

25,029300,000–

350,220

Miscellaneous loans and financial liabilities

1,179

1,179

–

–

1,787

Trade payables and related accounts

59,08359,083––56,332

Staff and related accounts

24,57024,570––24,014Social security and related liabilities

7,997

7,997

–

–

7,845

107

107

–

–

–

2,409

2,409

–

–

978

720

720

–

–

698

Debt on fixed assets and related accounts

23,958

6,058

3,823

14,07728,224

Group and associates

107,120

107,120––

83,808Other debt (1)

5,158

5,158

–

–

15,398Deferred income

908

908

–

–

5,345

559,468

241,568

303,823

14,077575,279

Loans and liabilities with credit institutions other than current
banking facilities

State: income tax
State: VAT
State: other taxes and similar payments

TOTAL(1) “Other debt” mainly consists of customer credit notes to be issued.

6

Guerbet  Universal Registration Document 2020

215

6

Financial statements and related notes
Individual annual financial statements and notes

Note 13

Accrued income and expenses
2020

2019

–

–

Trade receivables and related accounts

21,0102,979

Other receivables

2,505

183

–

9

23,515

3,171

29

227

30,33024,704––

Tax and employment-related liabilities

26,193

26,037

Other debt

4,063

411

41

64

60,65651,4432020

2019

France and overseas departments and territories

101,842

110,355

Europe excluding France

141,275

150,213

Europe including France

243,117260,568

Asia

105,391

100,498

Latin America

18,74523,198

North America

14,006

51,244

Other countries

25,57828,015

TOTAL

406,837

463,523

Accrued income
Receivables from controlled entities

Banks and financial institutions
TOTAL
Accrued expenses
Loans and financial liabilities
Trade payables and related accounts
Debt on fixed assets(1)

Accrued overdraft interest
TOTAL(1) The change in “Other debt” is explained by credit notes to be issued to the Group’s subsidiaries, which increased.

Note 14

Revenue

Revenue by geographic region

216

Guerbet  Universal Registration Document 2020

Financial statements and related notes
Individual annual financial statements and notes

Revenue by product range
2020

2019

X-Ray

175,873

171,739

MRI

130,822

165,162

IRT

41,57772,856

MD

39,77639,329Other

18,787

14,436

TOTAL

406,836

463,523

2020

2019

Salaries and wages(66,280)(63,586)

Social security charges(32,246)(30,458)

TOTAL(98,527)(94,044)

2020

2019

Dividends

2,683

–

Net interest(1,623)(1,125)

Foreign exchange result(2,683)

8,902

Net provision for equity investments (1)29,691(31,941)

Other (2)(5,609)

1,313

TOTAL

22,459(22,851)

Note 15

Note 16

Staff costs

Financial income

6(1) Mainly concerns the reversal of the impairment of Liebel-Flarsheim Canada shares for €31,731,000 following its sale on July 15, 2020.
(2) Of which -€6.5 million allocated to the provision for liabilities and charges and €851,000 reversed.

In accordance with ANC regulation 2015-05, the foreign exchange result of commercial transactions is presented in operating income
under “Purchases not held in inventory, other services and external expenses” for -€1,796,000 in 2020.

Guerbet  Universal Registration Document 2020

217

6

Financial statements and related notes
Individual annual financial statements and notes

Note 17

Non-recurring income
2020

2019

Net income/(expense) on regulated provisions

7,592

7,000

Net book value on disposals of fixed assets(40,940)(278)

Expenses on free shares(1,798)(552)

Proceeds from disposals of fixed assets (2)10,598

5

Other

1,699

(5,626)(22,849)

549

(1)

(3)

TOTAL

(1) Including €39,849,000 net book value related to the sale of Liebel-Flarsheim Canada in 2020.
(2) Including €10,598,000 in proceeds related to the sale of Liebel-Flarsheim Canada in 2020.
(3) Including a €1,798,000 transfer of expenses (release of treasury shares for free share allocations) and -€60,000 in labor disputes in 2020.

Note 18

Income tax

The Group has opted for tax consolidation since 1988. The
following companies have historically been included in the scopeof tax consolidation: Guerbet S.A. (parent company and head of
the tax consolidation group) and Simafex. Starting in the 2014
fiscal year, Medex and Guerbet France entered the scope of tax
consolidation. In accounting terms, tax expenses are borne by
the consolidated companies (subsidiaries and parent company)as they would be without tax consolidation. Loss-related income
from taxes is kept by the parent company. Savings made by thetax consolidation group that are not linked to losses (corrections
related to certain intra-Group transactions) are kept by the parent

company and recognized as income. Tax credits for research,apprenticeships, family benefits and employment competitivenessare reallocated to the companies that generated them. Tax savings
resulting from tax losses of subsidiaries will be reallocated tothem and applied against future taxable income. The overall tax
loss (allowable loss carry-forward) at the normal rate for the tax
consolidation group comes to €41.4 million for 2020. The tax
income of €7.6 million mainly corresponds to the research tax
credit for €7.5 million. The receivable from the government booked
to “Other operating receivables” for €14.2 million corresponds
to tax prepayments and tax credits.

The tax expense or income appearing in the income statement breaks down as follows:
2020

2019

Group tax income (or expense)

7,575

2,545

Tax expense from consolidated subsidiaries

2,830

3,881

Tax savings reallocated to consolidated subsidiaries

(776)

(527)

–

(174)

9,629

5,725

2020

2019

9,629

5,468

Corporate tax on non-recurring income

–

(263)

Other tax expenses

–

520

9,629

5,725

Other tax expenses
TAX INCOME (OR EXPENSE) FOR THE GROUP PARENT COMPANY
Tax income (or expense) for the Group parent company breaks down as follows:

Corporate tax on current income

TAX INCOME (OR EXPENSE) FOR THE GROUP PARENT COMPANY218

Guerbet  Universal Registration Document 2020

Financial statements and related notes
Individual annual financial statements and notes

Non-deductible charges referred to in Article 39-4 of the French General Tax CodeCharges of this type borne by Guerbet S.A. in 2020 correspond to depreciation of passenger cars for €209,000.

Note 19

Deferred tax position

Guerbet S.A.’s deferred tax position was calculated on the basisof tax consolidation starting in the 1988 fiscal year. Due to this,prepaid taxes were determined for all of the fiscally consolidated
companies. These resulted from the difference between recognitionof certain income and expenses and their incorporation into
taxable income, and taxes due on shareholders’ equity items(regulated provisions).

2020

2019

Net deferred taxes from temporary differences (prepaid taxes)

10,302

9,747

Deferred taxes on shareholders’ equity (taxes due)

21,021

23,326

These deferred taxes were calculated at forecast future rates based on the 2020 Finance Act, increased by the social contribution.

Note 20 Impact of the application of tax statutes on the fiscal year result
In order to take advantage of certain tax provisions, the Company must recognize some entries on the income statement (non-recurringincome) that do not have the status of accounting income or expenses.

Pre-tax income
Net allowance or reversal of regulated provisions and accelerated amortization anddepreciation
Adjusted pre-tax income

Note 21

2020

2019

(21,616)(21,665)

7,592

7,000

(29,209)(28,665)

6

Related companies

All significant transactions with related parties and liable to comewithin the scope of Article R. 123-198 of the French Commercial
Code relate to wholly owned subsidiaries.

Transactions are entered into with related parties under normal
market conditions.

Write-offs granted to related companies and implemented during the 2020 fiscal
year
N/A.

Guerbet  Universal Registration Document 2020

219

6

Financial statements and related notes
Individual annual financial statements and notes

Note 22

Stock purchase and subscription options
amount of €12,665,544. These new shares would represent
an increase of €968,178 in shareholders’ equity. The potential
dilution of shareholders’ equity is 0.55%. Diluted earnings per
share, calculated to take into account the dilutive effect of theemployee stock options, are €1.40 for the 2020 fiscal year.

The staff of the Company and its subsidiaries benefit from stock
options until October 17, 2021. As at December 31, 2020,
staff could subscribe to 62,870 shares at a weighted average
price of €15.40. If all of the stock options are exercised, thetotal number of shares would be 12,665,544 for a nominal
SUMMARY STATEMENT OF STOCK OPTION PLANS

Plan of
10/17/2011

Plan of11/23/2011

Plan of02/20/2012

Earliest sale date for preferential tax treatment

10/17/2015

11/23/2015

02/20/2016

Date of the Board meeting when it was decided to grant options

10/17/2015

11/23/2015

02/20/2016

Number of options granted

530,840

48,0006,800

Subscription or purchase price€15.40€16.08€15.38

10/16/2021

11/22/2021

02/20/2022

342,490

16,600

3,800

6,513

–

–

126,480–

2,000

61,870–1,000

Grant date

Plan expiration date
Number of options exercised at 12/31/2020
Number of options exercised in 2020
Number of options canceled
NUMBER OF OPTIONS REMAINING

Note 23

Free share allocation plana second free share allocation plan for certain employees andofficers of the Company and its French and foreign subsidiaries.

In the fiscal year ended December 31, 2016, acting in accordancewith the authorization granted by the Company’s Extraordinary
General Meeting of May 27, 2016, the Board of Directors
adopted a free share allocation plan on September 27, 2016
intended for all employees and officers of the Company andits French and foreign subsidiaries. On November 8, 2016,
the Board of Directors, also pursuant to this decision, approved

In accordance with the authorization granted by the Company’s
General Meeting of May 28, 2018, the Board of Directors adopted
a third share allocation plan on March 26, 2019, intended forcertain employees and officers of the Company and its French
and foreign subsidiaries.

A total of 31,837 free shares were granted to employees and officers in 2020 under plan 2, and 33,600 active free shares remain
outstanding at December 31, 2020 under plan 3 still in force, detailed as follows:

Grant date

End of vesting
period (subject topresence)

Vesting
period inyears

31,837

2019

2020

2

–

31,837–––

AGAP (regime 3)

47,550

–

2019

2022

3

Number of active shares at 12/31/2020

33,600––––Plan type

AGAP (regime 2)
Number of shares allocated in 2020

Number of
instruments
initially granted

Numberof vested
instruments

38,780Under these plans, an expense of €1,798,000 was recognized on the shares allocated in 2020, and a €913,000 provision allowance
was booked for the shares remaining to be awarded as at December 31, 2020.

220

Guerbet  Universal Registration Document 2020

Financial statements and related notes
Individual annual financial statements and notes

Note 24

Items that could generate market risk

Currency risk
In accordance with its risk hedging policy, the Guerbet grouphedges its interest rate risk on its borrowed funds. On March 27,
2019, the Group repaid the entire loan denominated in dollars
and negotiated a new variable-rate syndicated credit facility,
denominated in euros, of €500 million over five years.
As a result, the Group is no longer exposed to currency risk on
this loan but remains exposed to interest rate risk. In accordancewith its hedging policy, the Guerbet group seeks to reduce its
exposure to currency risk through hedges on certain currency
flows and through the establishment of balance sheet hedging
instruments in HKD, JPY and USD.

Interest rate risk
In 2019, the choice was made to hedge the syndicated credit
facility for €225 million by establishing interest rate hedging
instruments with a starting date deferred by two years. Thisdecision is based on the fact that interest rates are expected toremain negative in the short term, which does not justify immediate
coverage of the debt, but also by the risk of a significant rise inthese rates in the long term.

Note 25

In 2020, this hedge was not active against an increase in thereference interest rate (3-month Euribor), and over this period,
this rate remained lower than the debt borrowing rate. The fairvalue of this hedge at December 31, 2020 was -€4.3 million.
Sensitivity is calculated on the unhedged gross debt balance.
96.10% of this unhedged debt is denominated in euros.
As a result, the sensitivity calculated in this note relates only todebt in euros.
On the basis of a 3-month Euribor of -0.545% as at December
31, 2020, an increase of 100 basis points would have resulted
in an increase in in the cost of debt of around €1.5 million year
on year; a decrease of 100 basis points would not have resulted
in a decrease in the cost of debt in euros given that the debt baserate has a floor of 0%.

Gross debt (in €thousands)

3M
Euribor + 100 bp

3M Euribor- 100 bp

341,074

334,283

2020

2019

960

710

339,529

Compensation allocated to company officers

Compensation allocated to company officers

6This is compensation paid for their role as company officers, and for their salaried job.

Guerbet  Universal Registration Document 2020

221

6

Financial statements and related notes
Individual annual financial statements and notes

Note 26

Average workforce during the year
2020

2019

Blue-collar workers and office workers

196

191

Technicians, supervisors

425

425

Executives

408

372

1,029

988

2020

2019

Sureties, deposits and other commitments given to third parties on behalf of related companies

9,530

9,676

Sureties and deposits given to third parties and other commitments

3,039

2,624

–

–

1,578

1,673

338

926

1,240

747

TOTAL AVERAGE WORKFORCE

Note 27

Off-balance-sheet commitments

Receivables transferred via securitization
Property and equipment leasing commitments, of which lease payments:●

at less than one year●

at 1 to 5 years●

at more than 5 years––

Outstanding secured debt––

14,147

13,973

TOTAL

Lease-financing payments
made in 2020

Lease-financing payments
made in 2019––

On equipment leases

1,238

982

TOTAL

1,238

982

On property leases

222

Guerbet  Universal Registration Document 2020

Financial statements and related notes
Individual annual financial statements and notes

Financial items related to leased property and equipment are as follows:
2020

2019

Value of property and equipment

3,394

2,620

Depreciation if the assets had been acquired by the Company

1,213

925

–

–

Residual value of assets at the end of the contract
For 2020, the details of these lease financing assets by type break down as follows:
Acquisition
cost

Fiscal year allowances fordepreciation

Cumulative allowances
for depreciation

Net value

–

–

–

–

Other tangible assets

3,394

1,213

1,213

2,181

TOTAL

3,394

1,213

1,213

2,181

Plant, machinery and equipment

As at December 31, 2020, Guerbet S.A. has a commitment to
subscription in the Truffle Capital innovation investment fund fora maximum of €15 million, of which €4.2 million was paid up
at the end of 2020.
In response to the requests from the US FDA to conduct various
regulatory pre-clinical and/or clinical studies for contrast media

Note 28

already on the market (“Post Marketing Requirements”), Guerbet S.A.
signed collaboration agreements with other players in the contrast
media sector for shared funding and organization of the studies.
The financial commitments in this respect amount to €13 million
for the 2021-2028 period.

Other information

Statutory Auditors’ fees incurred by Guerbet S.A. for the 2020 fiscal year totaled €526,000.

Note 29

6

Post-closing events

The effects of the COVID-19 health crisis continue to be significant in 2021.

Guerbet  Universal Registration Document 2020

223

6

Financial statements and related notes
Individual annual financial statements and notes

Note 30

Subsidiaries and controlled entities

Detailed information
on each subsidiary andcontrolled entity(in € thousands)

Shareholders’equity except
for share
capital andincomeCapitalShare ofequity
held

(%)

Gross
value ofequityLoans
and DepositsNetvalue of advancesandequity granted sureties

Revenuefromproducts

Dividends

Incomefromlastfiscalyear
ended

A – Securities of gross value exceeding 1% of the share capital of Guerbet S.A.
Subsidiaries

224

Simafex (France)

1,280

26,001

100

1,224

1,224

300

293 17,109– 1,132

Medex (France)

180

5,047

100

3,000

3,000

–

– 17,556– 1,016

Martins & Fernandes(Portugal)

410

183

100

1,224

721

879

Guerbet Laboratories
Ltd (England)

4,845

2,657

100

5,643

5,643

SA Guerbet N.V.
(Belgium)

541

2,865

100

379

Guerbet SPA (Italy)

8,000

7,481

100

Laboratorios
Farmaceuticos Guerbet(Spain)

781

4,401

Guerbet A.G.
(Switzerland)

463

Guerbet Imaging
Switzerland AG(Switzerland)

2,697

–

128

–

37 14,049

–

476

379

–

13,703

–

461

8,743

8,743

–

3,000 16,437

–

628

100

790

790

–

– 16,447

–

599

2,282

100

304

304

2,312

– 27,506

2,333

(50)

83

1,595

100 13,370

–

–

–

32

–

26

Guerbet Austria
G.m.b.H. (Austria)

73

333

146

–

–

2,841

–

65

Guerbet Ireland
Unlimited Company(Ireland)

42,30828,997100 141,700 141,700–

GuerbetLuxembourg S.A.R.L.
(Luxembourg)

13

3,384

100

189

189

–

–

–

–

149

Guerbet Sweden AB(Sweden)

5

75

100

1,145

82

–

–

122

331

3

Guerbet Czech
Republic S.r.o. (Czech
Republic)

330

295

100

329

329

–

–

–

–

129

Guerbet A.S. (Turkey)

1,317

1,827

100

4,503

4,346

–

878

9,703

–

489

Accurate Medical
Therapeutics Ltd (Israel)

2

33,024100 53,248 53,248 10,325

–

1,862

– (4,178)

Guerbet South Africa
Pty Ltd (South Africa)

196

1,242

100

777

777

–

–

4,591

–

9

Guerbet Korea Ltd(Korea)6,275(3,375)

100

8,202

7,028

7,316

– 29,714–

439

Guerbet  Universal Registration Document 2020

100

146

200

4,743 92,566– 6,620

Financial statements and related notes
Individual annual financial statements and notes

Detailed information
on each subsidiary andcontrolled entity(in € thousands)

Shareholders’equity except
for share
capital andincomeCapitalShare ofequity
held

(%)

Gross
value ofequityLoans
and DepositsNetvalue of advancesandequity granted sureties

Revenuefromproducts

Dividends

Incomefromlastfiscal
year
ended

9,388

–

369

Guerbet Taiwan(Taiwan)

203

2,268

100

191

Guerbet Japan KK(Japan)

2,609

(624)

100

1,951

1,951 37,230– 45,155– 1,465

Guerbet Mexicana(Mexico)

2,403

321

100

3,600

3,135

504

–

7,405

–

(215)

Guerbet Produtos
Radiologicos (Brazil)

4,747

16,376100 11,197 11,197–– 26,551–(70)

Guerbet Imagem do
Brasil, Ltda. (Brazil)

2,407

3,129

100

4,966

4,966

–

– 11,784–(999)

Guerbet Chile Limitada(Chile)

–

410

100

416

338

–

–

9,616

–

1

Guerbet Panama S.A.
(Panama)

–

282

100

1,009

179

1,388

–

1,173

–

(103)

Guerbet Australia Pty
Ltd (Australia)

1,069

1,873

100

1,577

1,577

–

– 15,230–

866

Guerbet America LLC(United States)–

70,322100 69,000 69,000 18,078

191

–

–

534

323

–

(360)

B – Securities of gross value not exceeding 1% of Guerbet’s share capital
Subsidiaries
Abarem (France)

1

–

100

1

–

–

–

–

–

–

Abalux (France)

1

–

100

1

–

–

–

–

–

–

Guerbet France(France)2

16,243

100

2

2

–

– 120,167– 3,708

Guerbet Nederland
B.V. (Netherlands)

91

1,521

100

92

92

–

– 12,519–

452

Guerbet Asia Pacific(Hong Kong)–

13,134100

NS

NS 14,754– 81,982–

422

Guerbet Poland
SP.Z.O.O. (Poland)

–

486

100

70

70

–

–

920

–

58

Guerbet Imaging
Panama S.A. (Panama)

–

208

100

NS

NS

5,853

–

3,015

–

(97)

97

–

100

97

97

–

–

–

–

–

N/A

–

–

168

168

–

–

–

–

NS

–

–

–

4,200

3,219

–

–

–

–

–

Guerbet India

6

Controlled entities
Investments in French
companies
TruffleGuerbet  Universal Registration Document 2020

225

6

Financial statements and related notes
Individual annual financial statements and notes

Subsidiaries
General information on all subsidiaries and controlled entities

Controlled entities

FrenchForeign

FrenchForeignBook value of securities held:●gross:

4,228

334,858

–

168

●

net:

4,226

317,218–168

Amount of loans and advances granted

300

98,639––Amount of deposits and sureties

293

9,392

–

–

Amount of dividends received

–

2,664

–

–

For subsidiaries outside the euro zone, capital and shareholders’ equity were converted at the closing rate, and the result was converted
at the average rate at December 31, 2020.

226

Guerbet  Universal Registration Document 2020

Financial statements and related notes
Statutory Auditors’ report on the annual financial statements

6.4

STATUTORY AUDITORS’ REPORT ON THE ANNUAL FINANCIAL
STATEMENTS

Fiscal year ended December 31, 2020
To the General Meeting of Guerbet S.A.,

OPINION
In compliance with the assignment entrusted to us by the General Meetings, we audited the accompanying annual financial statementsof Guerbet for the year ended December 31, 2020.
We hereby certify that the annual financial statements, in accordance with French rules and accounting principles, give a true and fairview of operating income for the past year and of the assets, liabilities and financial position at the end of the year.
The opinion expressed above is consistent with the content of our report to the Audit Committee.

BASIS FOR OPINION
Audit framework
We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the “Statutory Auditors’ Responsibilities for the Audit of the Financial
Statements” section of this report.

Independence
We conducted our audit in accordance with the rules of independence applicable to us for the period from January 1, 2020 to thedate of our report. In particular, we did not provide any services prohibited by Article 5 (1) of Regulation (EU) No. 537/2014 or the
French Code of Ethics for Statutory Auditors.

6

JUSTIFICATION OF ASSESSMENTS – KEY POINT OF THE AUDITThe global crisis due to the COVID-19 pandemic created special conditions for the preparation and audit of the accounts for thisfiscal year. This crisis and the exceptional measures taken in connection with this health emergency have had many consequences forcompanies, particularly regarding n their activity and financing, and have increased uncertainty regarding their future prospects. Someof these measures, such as travel restrictions and teleworking, have also had an impact on the internal organization of companies andthe way audits are conducted.
It is in this complex and evolving context that, pursuant to the provisions of Articles L. 823-9 and R. 823-7 of the French Commercial
Code relating to the justification of our assessments, we wish to bring to your attention the key point of the audit relating to the risks ofmaterial misstatement that, in our professional judgment, was the most important for the audit of the annual financial statements for theyear, and our responses to those risks.
These assessments contributed to the audit of the annual financial statements taken as a whole, established under the conditions recalled
above, and to the formation of our opinion expressed above. We do not provide a separate opinion on specific items of the annual
financial statements.

Guerbet  Universal Registration Document 2020

227

6

Financial statements and related notes
Statutory Auditors’ report on the annual financial statements

Valuation of equity securities and loans and advances granted to subsidiaries
Paragraphs d) and e) of the accounting policies and methods and Note 3 to the annual financial statements

Identified risk
Equity securities and loans and advances granted to affiliated subsidiaries are presented in the balance sheet at December 31, 2020
for net amounts of €325 million and €107 million respectively, representing 50% of the total balance sheet. Equity securities arerecognized at their acquisition cost and may be written down according to their value in use at the close of the fiscal year for the entities
concerned. Loans and advances granted to subsidiaries are recognized at their nominal value and may be written down according
to the risks affecting their recoverability.
The determination of the value in use of equity securities and the recoverable value of loans and advances granted to subsidiaries,
which represent a particularly significant amount, requires Management to exercise judgment. We therefore considered the valuationof these assets to be a key point of the audit.

Our response
We assessed the reasonableness of the estimated value of these assets. We verified that Management’s estimate of these values was
supported by appropriate documentation of the valuation method applied and the figures used.
For equity securities of a significant value or presenting a specific risk of impairment loss, our work consisted of:●●●becoming familiar with the procedures for measuring their value in use;for equity securities with a value in use determined on the basis of the share of equity: reconciling the share of equity used for the
purposes of the impairment test with the audited financial statements of the subsidiary concerned;
for equity securities with a value in use determined according to the market value: assessing the consistency of the market value usedwith the information available to date and reconciling the share of this market value with the net book value of the securities.

Our work also included assessing the recoverability of loans and advances granted to subsidiaries in light of the analyses conductedon the equity securities.

SPECIFIC VERIFICATIONS
We also performed the specific verifications required by the applicable laws and regulations in accordance with professional standards
applicable in France.

Information given in the management report and in the other documents with respect to thefinancial position and the annual financial statements provided to the Shareholders
We have no matters to report as to the fair presentation and the consistency with the annual financial statements of the information givenin the management report of the Board of Directors and in the other documents with respect to the financial position and the financial
statements provided to Shareholders.
It is our opinion that the information relating to terms of payment mentioned in Article D. 441-6 of the French Commercial Code is truthfuland consistent with the annual financial statements.

Report on corporate governanceWe certify that the report on corporate governance issued by the Board of Directors sets out the information required by Articles
L. 225-37-4, L. 22-10-10 and L. 22-10-9 of the French Commercial Code.
Concerning the information given in accordance with the requirements of Article L. 22-10-9 of the French Commercial Code relating tocompensation and benefits received by the corporate officers and any other commitments made in their favor, we verified its consistency
with the financial statements or with the underlying information used to prepare these financial statements and, where applicable, with
the information obtained by your Company from its controlled companies within the scope of consolidation. Based on this work, we
certify the accuracy and fair presentation of this information.

228

Guerbet  Universal Registration Document 2020

Financial statements and related notes
Statutory Auditors’ report on the annual financial statements

Regarding the information relating to items that your Company considered likely to have an impact in the event of a takeover or exchange
offer, provided pursuant to the provisions of Article L. 22-10-11 of the French Commercial Code, we verified that it was consistent withthe source documents communicated to us. Based on our analyses, we have no observations to make on this information.

Other information
In accordance with French law, we verified that the required information concerning the purchase of investments and controlling interests
and the identity of the shareholders and holders of the voting rights has been properly disclosed in the management report.

OTHER VERIFICATIONS OR DISCLOSURES REQUIRED BY LAWS AND REGULATIONS
Presentation format of the annual financial statements to be included in the annual financial
reportIn accordance with Article 222-3 (III) of the AMF General Regulation, your Company’s Management informed us of its decision to
postpone the application of the single electronic reporting format as defined by Commission Delegated Regulation (EU) 2019/815 ofDecember 17, 2018 to fiscal years beginning on or after January 1, 2021. Consequently, this report does not contain a conclusion oncompliance with that format in the presentation of the annual financial statements to be included in the annual financial report referred
to in Article L. 451-1-2 (I) of the French Monetary and Financial ode.

Appointment of the Statutory Auditors
We were appointed as Statutory Auditors of Guerbet by the General Meeting of May 21, 1987 for Deloitte & Associés and by theGeneral Meeting of May 23, 2008 for Crowe HAF.
As at December 31, 2020, Deloitte & Associés was in its 34th year of total uninterrupted engagement, and Crowe HAF was in its
13th year of total uninterrupted engagement.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCEFOR THE ANNUAL FINANCIAL STATEMENTSManagement is responsible for the preparation and fair presentation of the annual financial statements in accordance with Frenchaccounting rules and principles and for such internal control as management determines is necessary to enable the preparation offinancial statements that are free from material misstatement, whether due to fraud or error.

6

In connection with the preparation of the annual financial statements, Management is responsible for assessing the Company’s ability
to continue its operations, providing information on matters relating to the continued operations, where this is relevant, and preparing
financial statements on a going-concern basis, unless Management intends to wind up the Company or discontinue operations.
The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk
management systems as well as, where appropriate, its internal audit, regarding the accounting and financial reporting procedures.
The annual financial statements were approved by the Board of Directors.

Guerbet  Universal Registration Document 2020

229

6

Financial statements and related notes
Statutory Auditors’ report on the annual financial statements

STATUTORY AUDITORS’ RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATEDFINANCIAL STATEMENTS
Objective and audit approach
It is our responsibility to prepare a report on the annual financial statements. Our goal is to obtain reasonable assurance that the annual
financial statements taken as a whole do not contain any material misstatements. Reasonable assurance is a high level of assurance
but is not a guarantee that an audit performed in accordance with the professional auditing standards will always detect any material
misstatement. Misstatements may arise as a result of fraud or error and must be regarded as being material if it can reasonably be
expected that they, individually or in the aggregate, will affect the financial decisions made by users of the financial statements on thebasis of the financial statements.
As specified by Article L. 823-10-1 of the French Commercial Code, our work of certifying the financial statements does not involve
guaranteeing the viability or the quality of the management of your Company.
For an audit performed in accordance with professional auditing standards applicable in France, the Statutory Auditor exercises
professional judgment throughout the audit. Furthermore, the Statutory Auditor:
●

●

●

●

●

identifies and assesses the risks that the annual financial statements might contain material misstatements, whether due to fraud or error,
and defines and implements audit procedures for such risks and collects evidence considered sufficient and appropriate to serve as
the basis of its opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control;
evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by management in the annual financial statements;
assesses the appropriateness of Management’s use of the going-concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability
to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of its audit report. However,
future events or conditions may cause the Company to cease to continue as a going concern. If the Statutory Auditor concludes that amaterial uncertainty exists, there is a requirement to draw attention in the audit report to the related disclosures in the annual financial
statements or, if such disclosures are not provided or are inadequate, to modify the opinion expressed therein;evaluates the overall presentation of the annual financial statements and assesses whether they represent the underlying transactions
and events in a manner that ensures a fair presentation.

Report to the Audit Committee
We submit to the Audit Committee a report that includes, in particular, a description of the scope of the audit and the audit program
implemented, as well as the results of our audit. We also report any significant deficiencies in internal control regarding the accounting
and financial reporting procedures that we have identified.
Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of most significancein the audit of the annual financial statements of the current period and are therefore the key audit matters that we are required todescribe in this report.
We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) N° 537/2014, confirming
our independence within the meaning of the rules applicable in France as defined in particular by Articles L. 822-10 to L. 822-14 of
the French Commercial Code and in the French Code of Ethics for Statutory Auditors. Where appropriate, we discuss with the Audit
Committee the risks that may reasonably be thought to bear on our independence as well as the related safeguards.
Levallois-Perret and Paris La Défense, April 2, 2021
The Statutory Auditors
Crowe HAF

Deloitte & Associés

Member of Crowe Global
Marc de Prémare

230

David Kharoubi

Guerbet  Universal Registration Document 2020

Jean-François Viat

Financial statements and related notes
Statutory Auditors’ special report on regulated agreements

6.5

STATUTORY AUDITORS’ SPECIAL REPORT ON REGULATEDAGREEMENTS

General Meeting to approve the financial statements for the fiscal year ended December 31, 2020
To the General Meeting of Guerbet S.A.,As the Statutory Auditors of your Company, we hereby present to you our report on regulated agreements.
It is our duty to convey to you, on the basis of the information that was provided to us, the essential features and conditions, with
explanations of their advantages for the Company, of the agreements of which we have been informed or that we may have discoveredin the course of our work, without ruling on their usefulness or their justification, or seeking to identify other agreements. It is yourresponsibility, in accordance with Article R. 225-31 of the French Commercial Code, to assess the advisability of entering into these
agreements with a view to their approval.
Furthermore, it is our responsibility, where applicable, to convey to you the information provided for in Article R. 225-31 of the French
Commercial Code relating to the execution, during the past year, of the agreements already approved at the General Meeting.
We performed the due diligence that we considered necessary in line with the professional standards of the Compagnie nationale
des Commissaires aux comptes relating to this task. This due diligence consisted of verifying that the information provided to us wasconsistent with the source documents.

AGREEMENT SUBMITTED TO THE GENERAL MEETING FOR APPROVAL
Agreement authorized during the past fiscal year
We would like to inform you that we were not notified of any agreements authorized and entered into during the past fiscal year to besubmitted to the General Meeting for approval pursuant to the provisions of Article L. 225-38 of the French Commercial Code.

AGREEMENTS ALREADY APPROVED BY THE GENERAL MEETING
Agreement approved in previous years that remained in force in the past year
In accordance with Article L. 225-30 of the French Commercial Code, we were informed that the following agreement, already approvedby the General Meeting in previous years, remained in force in the past year.

6

Agreement with Yves L’Épine, Chief Executive Officer until December 18, 2019
Nature and purpose: agreement between Guerbet and Yves L’Épine following the decision of the Board of Directors of December 18,
2019 to end his term of office as Chief Executive Officer.
This agreement was previously authorized by the Board of Directors on December 18, 2019.

Guerbet  Universal Registration Document 2020

231

6

Financial statements and related notes
Statutory Auditors’ special report on regulated agreements

Terms: in consideration of mutual concessions granted on both sides, each of the parties waives any current or future demand, claim,
or action whatsoever in direct or indirect connection with Yves L’Épine’s role as Guebert’s Chief Executive Officer, or one of his roles
in a Guerbet subsidiary (including compensation components with respect to these roles), and waives all other previous agreements
existing between the parties.
Amount: the agreement provides for the payment by the Company to Yves L’Épine of a fixed, overall, final compensation settlement,
in full payment, equal to a gross amount of €1,100,000 before any deductions. The compensation was paid in the full and final
settlement of January 2020.
Levallois-Perret and Paris La Défense, April 2, 2021
The Statutory Auditors
Crowe HAF

Deloitte & Associés

Member of Crowe Global
Marc de Prémare

232

David Kharoubi

Guerbet  Universal Registration Document 2020

Jean-François Viat

7

ADDITIONAL
information

7.1 PERSON RESPONSIBLE
FOR THE ACCURACY
OF THE UNIVERSALREGISTRATION DOCUMENT

7.6 GENERAL INFORMATIONABOUT THE COMPANY
234

236

7.6.1 Legal form and corporate name

236
236

7.6.2 Date of formation
7.6.3 Trade and Companies Register

7.2 STATEMENT BY THEPERSON RESPONSIBLE
FOR THE ACCURACY
OF THE DOCUMENT234
7.3 STATUTORY AUDITORS

234

7.3.1 Statutory Auditors

234
234

7.3.2 Alternate Statutory Auditors

7.4 SHARE CAPITAL
7.4.1 History of the share capital
7.4.2 Securities not giving accessto the Company’s capital

235
235
235

7.5 PUBLIC ACCESS TO THISDOCUMENT235(Registre du Commerce et des Sociétés)236
236

7.6.4 Fiscal year

7.7 ARTICLES OF ASSOCIATION(EXCERPTS)237
7.7.1 Provisions of the articles of association

governing the operationof management and administrative
bodies237
7.7.2 Provisions of the articles of association
concerning profit distribution
237
7.7.3 Provisions of the articles of association
relating to share capital
238
7.7.4 Other provisions of the articles
of association238

7.8 CONCORDANCE TABLES

239

7.8.1 European Prospectus

239
244

7.8.2 Annual financial report

Guerbet  Universal Registration Document 2020

233

7

Additional information
Person responsible for the accuracy of the Universal Registration Document

7.1

PERSON RESPONSIBLE FOR THE ACCURACY OF THE UNIVERSALREGISTRATION DOCUMENTDavid Hale, Chief Executive Officer.

7.2

STATEMENT BY THE PERSON RESPONSIBLE FOR THE ACCURACY
OF THE DOCUMENT

I affirm, having taken every reasonable measure to this effect, thatthe information contained in this Universal Registration Document
is, to the best of my knowledge, accurate and has no omissions
that could detract from its significance.
I affirm, to the best of my knowledge, that the statements have been
prepared in accordance with applicable accounting standards
and give a true and fair view of the assets and liabilities, financial
position, and income of the Company and of all the companies
included in its consolidation scope. I affirm that the management

7.3

STATUTORY AUDITORS

7.3.1

Statutory Auditors

DELOITTE & ASSOCIÉSMember of the Deloitte Touche Tohmatsu network
represented by Jean-François Viat
Tour Majunga
6, place de la Pyramide
92908 Paris-La Défense cedex

report, appearing on pages 87 et seq., presents an accurate
view of developments in the business, the results, and the financial
position of the Company and of all the companies included in
the consolidation scope and that it describes the main risks anduncertainties that they face.
Villepinte, April 26, 2021
David Hale
Chief Executive Officer

First term

Last renewal

End of term

General Meeting ofMay 21, 1987

General Meeting of
May 19, 2017

Annual General
Meeting concerning
the 2022 fiscal year

General Meeting ofMay 23, 2008

General Meeting ofMay 27, 2016

Annual General
Meeting concerning
the 2021 fiscal year

First term

Last renewal

End of term

Not applicable

Annual General
Meeting concerning
the 2021 fiscal year

CROWE HAF
Member of the Crowe Global network
represented by Marc de Prémare
and David Kharoubi
85, rue Édouard-Vaillant
92300 Levallois-Perret

7.3.2

Alternate Statutory Auditors

ÉTOILE AUDIT & CONSEIL
Independent member of Crowe Global
represented by Olivier Grivillers
85, rue Édouard-Vaillant
92300 Levallois-Perret

234

Guerbet  Universal Registration Document 2020

General Meeting ofMay 27, 2016

Additional information
Public access to this document

7.4

SHARE CAPITAL

7.4.1

History of the share capital

All capital increases correspond to exercised stock options.
Date of Board of Directors meeting
recording capital increase

Numberof shares created

Number of sharesmaking up share capital

Share capital

Capital increase

January 6, 2009

15,396

3,019,965

12,079,860

Capital increase

January 19, 2010

21,796

3,041,761

12,167,044

Capital increase

January 19, 2011

8,285

3,050,046

12,200,184

Not applicable

12,200,184

12,200,184

12,200,184

Capital increase

March 11, 2015

8,000

12,208,184

12,208,184

Capital increase

February 9, 2016

135,290

12,343,474

12,343,474

Capital increase

March 28, 2017

157,774

12,501,148

12,501,148

Capital increase

March 27, 2018

62,21012,563,358

12,563,358

Capital increase

March 26, 2019

17,903

12,581,261

12,581,261

Capital increase

March 24, 2020

14,90012,596,161

12,596,161

Capital increase

March 24, 2021

6,513

12,602,674

12,602,674

EventFour-for-one share split (1)(in €)(1) Taking place on January 23, 2014.

7.4.2

Securities not giving access to the Company’s capital

Not applicable.

7.5

PUBLIC ACCESS TO THIS DOCUMENTThe Registration Documents are available on the Company’s
website, www.guerbet.com, in the “Finance” section, alongwith other documents related to regulated information (half-year
financial reports, press releases, monthly statements on the numberof shares and voting rights, etc.).

Furthermore, in accordance with legal provisions, all shareholders
can exercise their permanent right to communication and come toview the documents referred to in Article L. 225-15 of the French
Commercial Code at the Company’s headquarters at 15, rue desVanesses – 93420 Villepinte.

Guerbet  Universal Registration Document 2020

7

235

7

Additional information
General information about the Company

7.6

GENERAL INFORMATION ABOUT THE COMPANY

7.6.1

Legal form and corporate name

The legal name of the Company is Guerbet S.A. It is organizedin the form of a French public limited company (société anonyme)
with a Board of Directors, under the rules of the French Commercial
Code. The registered office is located at 15 rue des Vanesses,

7.6.2

Date of formation

Guerbet was created on July 16, 1926, by the transformationof an undeclared partnership (société en participation) founded
in 1901 into a limited partnership (société en commandite
simple), then transformed into a limited liability company (société
anonyme) on January 1, 1965. The form of a limited liability
company with a Board of Directors and a Supervisory Board(société anonyme à Directoire et Conseil de surveillance) was

7.6.3

93420 Villepinte, the telephone number is +33 (0) 1 45 91 50 00,
and the website address is www.guerbet.com (the information on
the website is not part of the prospectus unless this information isincorporated by reference in the prospectus).

adopted on October 27, 2001, before its form was changed toa limited company with a Management Board (société anonyme
à Conseil d’administration) at the Combined General Meetingof May 21, 2010. The Company’s dissolution date is June 30,
2100, barring early dissolution or barring an extension, such as
the extension for 99 years at the Extraordinary General Meeting
held on December 8, 1998.

Trade and Companies Register (Registre du Commerce et des Sociétés)Guerbet is listed in the Bobigny Trade and Companies Registry under number 308491521, and its business comes under code APE
2120 Z – Manufacture of pharmaceutical preparations. Its LEI number is: 969500WV1U1WQ059L135.

7.6.4

Fiscal year

Each fiscal year consists of twelve months, commencing on January 1 and ending on December 31.

236

Guerbet  Universal Registration Document 2020

Additional information
Articles of association (excerpts)

7.7

ARTICLES OF ASSOCIATION (EXCERPTS)

7.7.1

Provisions of the articles of association governing the operationof management and administrative bodies

7.7.1.1 Powers of the Board of Directors(Article 12)
The Board of Directors sets the guidelines for the Company’sbusiness and oversees their implementation. Within the powers
expressly granted by law to General Meetings of Shareholders
and within the limits of the Company's purpose, it deals withall issues affecting the Company's operations and regulates theCompany's affairs.
It performs the controls and verifications it deems appropriate.
The Directors each receive all the information necessary to carryout their duties and can obtain the documents that they consider
useful for this purpose.
The Board of Directors grants the authorizations provided for bylaw (particularly those foreseen under the provisions of Article
L. 225-38 of the French Commercial Code) and, as an internalmeasure that does not apply to third parties, the authorizations
mentioned in Article 14 of these articles of association.
The Board of Directors can decide to create committees. It
determines the composition and duties of such committees thatcarry out their activity under its responsibility but without delegating
to said committees the powers that are assigned to the Board of
Directors itself by law or the articles of association and without
reducing or limiting the powers of the Board of Directors.
The Board of Directors can grant special mandates to one orseveral of its members for one or more specific purposes.

7.7.2

Under penalty of nullity of the contract, it shall be prohibited for
Directors other than legal entities to take out loans from the Company
in any form whatsoever, to have it grant them an overdraft on acurrent account or otherwise, or to have the Company provide
guarantees or deposits for commitments to third parties. The
same restriction applies to the CEO, to the Deputy CEO(s) andto permanent representatives of legal entities who are Directors aswell as to the spouses, parents and descendants of the persons
above and to all intermediaries.
Directors do not take on any personal or joint obligation by virtueof their positions except those foreseen by the legal provisions
in force.

7.7.1.2 Powers of the CEO (Article 14)
Subject to legal limitations, the CEO is vested with the broadest
powers to act in all circumstances on the Company’s behalf.
Nonetheless, under internal regulations and without extending
such limitations to third parties, the Board of Directors can limit
the extent of the CEO’s powers.

7.7.1.3 Powers of the Deputy CEO(Article 14)
By agreement with the CEO, the Board of Directors determines
the scope and duration of the powers granted to Deputy CEOs.
Nonetheless, they have the same powers in dealing with third
parties as the CEO.

Provisions of the articles of association concerning profit distribution

7.7.2.1 Distribution of income (Article 23)
Distributable profits are made up of the profit from the fiscal year,
reduced by losses from previous years, as well as amounts to carryover into reserve in application of the law or under the Company’s
articles of association, and increased by retained earnings.
After the accounts have been approved and the existence of a
distributable profit ascertained, the necessary sum is taken fromthose profits to distribute an initial, non-cumulative dividend to
Shareholders, equal to 6% of the paid-up and non-redeemedamount of the shares they own.

From the available surplus, the shareholders at the General
Meeting deduct all the sums that they judge useful to allocate to
the allowance for any optional reserve funds or retained earnings.

7

The balance, if there is one, is split between all the Shareholders
in proportion to the amount of shares that they own.
Shareholders at the Annual General Meeting are entitled to grant
to each Shareholder, for all or part of the dividend or interim
dividends distributed, a choice between payment in cash or inshares for said dividend or interim dividend.

Guerbet  Universal Registration Document 2020

237

7

Additional information
Articles of association (excerpts)

7.7.3

Provisions of the articles of association relating to share capital

Provisions relating to share capital are listed in detail in the third part of this document, “Guerbet and its Shareholders”.

7.7.4

Other provisions of the articles of association

7.7.4.1 Company purpose (Article 2)●

The Company’s purpose, in France and in every country, is:
●

●

●

238

research on, development, and invention of all pharmaceuticaland chemical products, and all medical devices;manufacture, purchase, and marketing of all pharmaceuticaland chemical products, and all medical devices;development and marketing of services, in any form whatsoever,
either directly or indirectly related to pharmaceutical and medical
activities, and to healthcare activities more generally;

Guerbet  Universal Registration Document 2020●

all industrial, commercial and financial activities directly or
indirectly related to this purpose, including research activities,
and the creation, acquisition, holding, use and sale of patents,
licenses, know-how and, more generally, all intellectual andindustrial property rights;
and any industrial, commercial, financial, investment or property
operations that may be directly or indirectly related to the above
purposes or that could facilitate their application or development.

Additional information
Concordance tables

7.8

CONCORDANCE TABLES

7.8.1

European Prospectus

The concordance table of the Universal Registration Document identifies the information provided for in Annexes 1 and 2 of DelegatedRegulation (EU) 2019/980 of March 14, 2019, supplementing the provisions of Regulation (EU) 2017/1129 of June 14, 2017.
In the table below, the pages mentioned refer to this Universal Registration Document of Guerbet filed with the AMF.
CategoryPage

1

Responsible persons, third-party information, expert reports, and approval by the competentauthority

1.1

Persons responsible for information

234

1.2

Declaration by responsible persons

234

1.3

Name, address, qualifications and potential interests of persons acting as experts

Not applicable

1.4

Confirmation relating to information from a third party

Not applicable

1.5

Declaration of the competent authority

Not applicable2

Statutory Auditors

2.1

Names and addresses

2.2

Any change

Not applicable3

Risk factors

96-1004

Information about the issuer

4.1

Company name and trade name of the issuer

236

4.2

Location, registration number and LEI of the issuer

236

4.3

Date of formation and life of the issuer

236

4.4

Registered office and legal form of the issuer, laws governing its activities, country of origin, address
and telephone number of its registered office, and website with a disclaimer

5

Overview of activities

5.1

Principal activities

5.1.1

Nature of transactions carried out by the issuer and its main activities

13-19

5.1.2

Significant new products or services introduced on the market

23-27

5.2

Principal markets

5.3

Major events

5.4

Strategy and objectives

5.5

Issuer’s dependence on patents, licenses, contracts and manufacturing processes

5.6

Statement on competitive position

5.7

Investments

5.7.1

Significant investments made7; 13; 23-26

5.7.2

Principal investments in progress or that the issuer intends to make and for which its management
bodies have already made firm commitments and arranged financing methods

Not applicable

5.7.3

Joint ventures and commitments for which the issuer holds a significant proportion of the capital

Not applicable

5.7.4

Environmental issues

Not applicable234

4-5; 12; 234-238

7

20
90-91
8; 10-11; 87-106
27
20-21

Guerbet  Universal Registration Document 2020

239

7

Additional information
Concordance tables

Category

240

Page

6

Organizational structure

6.1

Summary description of the Group

6.2

List of major subsidiaries

7

Examination of the financial position and results

7.1

Financial position

7.1.1

Change in results and financial position including key performance indicators of a financial and,
where appropriate, non-financial nature

13; 88-90;
146-151;
200-203

7.1.2

Future development projections and research and development activity

13; 22-26

7.2

Operating result

7.2.1

Significant factors, unusual and infrequent events, and new developments

88-91

7.2.2

Reasons for significant changes in net revenue or net income

88-91

8

Cash and capital

8.1

Information on the issuer’s capital

8.2

Origin and amount of the issuer’s cash flows

8.3

Information on the issuer’s financing needs and financing structure

8.4

Information on any restrictions on the use of capital

8.5

Information on expected sources of financing

9Regulatory environment

10Information on trends

10.1

Main trends affecting production, sales and inventories, costs and selling prices, and significant
changes in the Group’s financial performance from the end of the last fiscal year to the date ofregistration of the Universal Registration Document

90-91

10.2

Known trends, uncertainties, demands, commitments, or events that are reasonably likely to have amaterial effect on the issuer’s prospects for at least the current fiscal year

90-91

Guerbet  Universal Registration Document 2020

4-12
28-29; 192-193

13; 78-80;
92; 147-151;
173-17890; 150-151; 172
149-151; 164;
186; 201; 215
201; 215
150
97Additional information
Concordance tables

Category

Page

11

Profit forecasts or estimates

11.1

Reported profit forecasts or estimates

11.2

Statement of key forecasting assumptions

Not applicable

11.3

Statement of comparability with historical financial information and compliance with accounting
methods

Not applicable

12

Administration, management and monitoring bodies and General Management

12.1

Information about the Board of Directors and the General Management

32-53

12.2

Conflicts of interest in the administrative and management bodies and the General Management

33-34

13

Compensation and benefits

13.1

Amount of compensation paid and benefits in kind granted by the issuer or its subsidiaries

54-72

13.2

Total amounts set aside or accrued by the issuer or its subsidiaries to provide pension, retirement, or
similar benefits

54-72

14

Operation of administration and management bodies

14.1

Date of expiration of the current term of office of members of the administrative, management, andsupervisory bodies

14.2

Service contracts between members of the issuer’s administrative, management, and supervisory
bodies14.3

Information on the Board’s Committees

14.4

Statement of compliance with the current corporate governance system

14.5

Potential significant impacts on corporate governance

15

Employees

15.1

Number of employees

15.2

Profit sharing and stock options

15.3

Agreements providing for employee interests in the issuer’s capital

90-91

36-48
34
49-53
71
Not applicable

10; 110-115; 184
54-70; 81-84;
172-173
78-79; 113

7

Guerbet  Universal Registration Document 2020

241

7

Additional information
Concordance tables

Category

16

Main Shareholders

16.1

Shareholders who own more than 5% of the capital at the date of the Universal Registration
Document

16.2

Existence of various voting rights

16.3

Ownership or control of the issuer and measures taken to avoid abuse of this control

16.4

Agreements that could result in a change of control if implemented

17

Transactions with related parties

18

Financial information concerning the issuer’s assets, financial position and results

18.1

Historical financial information

18.1.1 Audited historical financial information for the last three fiscal years and the audit report
18.1.2 Change in accounting reference date

78-79; 80
78-80
84
Not applicable219

88-90; 146-199
Not applicable

18.1.3 Accounting standards

152-156

18.1.4 Change in accounting reference framework152-156

18.1.5 Financial information under French accounting standards

205-20718.1.6 Consolidated financial statements

146-151

18.1.7 Date of latest financial information

152

18.2

Interim and other financial information

18.3

Audit of the annual financial information

18.4

Pro-forma financial information

Not applicable

18.5

Dividend policy

Not applicable

18.5.1 Description of dividend policy and any applicable restrictions
18.5.2 Amount of the dividend per share

242

Page

Not applicable194-199

Not applicable
77

18.6

Administrative, legal and arbitration proceedings

25; 8818.7

Significant change in financial position

90-91

18.8

Legal and arbitration proceedings

25; 8818.9

Significant change in financial or commercial position

90-91

Guerbet  Universal Registration Document 2020

Additional information
Concordance tables

Category

19

Additional information

19.1

Share capital

Page

235

19.1.1 Subscribed share capital76; 10119.1.2 Securities not giving access to capital

235

19.1.3 Shares held by the issuer

78

19.1.4 Information on securities

Not applicable

19.1.5 Acquisition conditions

Not applicable

19.1.6 Information on the capital of any group member being the subject of an option or an agreement toplace them under an option and details of said options

Not applicable

19.1.7 History of the share capital
19.2

235

Articles of incorporation and articles of association

236-238

19.2.1 Corporate purpose

238

19.2.2 Rights, privileges and restrictions attached to each share class86

19.2.3 Measure having the effect of delaying, deferring or preventing a change of control

84

20

Important contracts

Not applicable

21

Available documents

235

7

Guerbet  Universal Registration Document 2020

243

7

Additional information
Concordance tables

7.8.2

Annual financial report

The concordance table below identifies the main information provided for in Article L. 451-1-2 of the French Monetary and Financial
Code and in Article 222-3 of the General Regulation of the Autorité des Marchés Financiers.
Category

244

Page

Annual financial statements

200-226

Consolidated financial statements

146-151

Management report88-104

Buyback by the company of its own shares

92

Statement by the person responsible for the accuracy of the document

234

Statutory Auditors’ report on the annual financial statements

227-230

Statutory Auditors’ report on the consolidated financial statements

194-199

Statutory Auditors’ fees

191

Report of the Board of Directors on corporate governance

32

Guerbet  Universal Registration Document 2020

Design and production: Ruban Blanc
Photo credits: ©Guerbet

let's
let's getget connectedconnected

www.guerbet.com
www.guerbet.com